Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Document And Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Entity Registrant Name | OMEGA HEALTHCARE INVESTORS, INC. | |
Entity Central Index Key | 0000888491 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | MD | |
Entity File Number | 1-11316 | |
Entity Tax Identification Number | 38-3041398 | |
Entity Common Stock Shares Outstanding | 218,501,801 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Address, Address Line One | 303 International Circle, SuiteĀ 200 | |
Entity Address, City or Town | Hunt Valley | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 21030 | |
City Area Code | 410 | |
Local Phone Number | 427-1700 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | OHI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Omega OP | ||
Document And Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Entity Registrant Name | OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP | |
Entity Central Index Key | 0001639315 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 333-203447-11 | |
Entity Tax Identification Number | 36-4796206 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Address, Address Line One | 303 International Circle, Suite 200 | |
Entity Address, City or Town | Hunt Valley | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 21030 | |
City Area Code | 410 | |
Local Phone Number | 427-1700 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Real estate properties | ||
Real estate investments | $ 8,262,290 | $ 7,746,410 |
Less accumulated depreciation | (1,729,844) | (1,562,619) |
Real estate investments - net | 6,532,446 | 6,183,791 |
Investment in direct financing leases - net | 11,711 | 132,262 |
Mortgage notes receivable - net | 778,750 | 710,858 |
Total | 7,322,907 | 7,026,911 |
Other investments | 402,155 | 504,626 |
Investment in unconsolidated joint ventures | 96,778 | 31,045 |
Assets held for sale - net | 2,181 | 989 |
Total investments | 7,824,021 | 7,563,571 |
Cash and cash equivalents | 40,860 | 10,300 |
Restricted cash | 1,372 | 1,371 |
Contractual receivables - net | 27,617 | 33,826 |
Other receivables and lease inducements | 355,410 | 313,551 |
Goodwill | 643,456 | 643,950 |
Other assets | 103,458 | 24,308 |
Total assets | 8,996,194 | 8,590,877 |
LIABILITIES AND EQUITY | ||
Revolving line of credit | 313,000 | |
Term loans - net | 794,863 | 898,726 |
Secured borrowing | 2,275 | |
Senior notes and other unsecured borrowings - net | 3,822,115 | 3,328,896 |
Accrued expenses and other liabilities | 282,477 | 272,172 |
Deferred income taxes | 11,002 | 13,599 |
Total liabilities | 4,912,732 | 4,826,393 |
Equity: | ||
Common stock $.10 par value authorized - 350,000 shares, issued and outstanding - 218,478 shares as of September 30, 2019 and 202,346 as of December 31, 2018 | 21,847 | 20,235 |
Common stock - additional paid-in capital | 5,671,127 | 5,074,544 |
Cumulative net earnings | 2,403,896 | 2,130,511 |
Cumulative dividends paid | (4,156,613) | (3,739,197) |
Accumulated other comprehensive loss | (58,272) | (41,652) |
Total stockholders' equity | 3,881,985 | 3,444,441 |
Noncontrolling interest | 201,477 | 320,043 |
Total equity | 4,083,462 | 3,764,484 |
Owners' Equity: | ||
Total liabilities and equity | 8,996,194 | 8,590,877 |
Omega OP | ||
Real estate properties | ||
Real estate investments | 8,262,290 | 7,746,410 |
Less accumulated depreciation | (1,729,844) | (1,562,619) |
Real estate investments - net | 6,532,446 | 6,183,791 |
Investment in direct financing leases - net | 11,711 | 132,262 |
Mortgage notes receivable - net | 778,750 | 710,858 |
Total | 7,322,907 | 7,026,911 |
Other investments | 402,155 | 504,626 |
Investment in unconsolidated joint ventures | 96,778 | 31,045 |
Assets held for sale - net | 2,181 | 989 |
Total investments | 7,824,021 | 7,563,571 |
Cash and cash equivalents | 40,860 | 10,300 |
Restricted cash | 1,372 | 1,371 |
Contractual receivables - net | 27,617 | 33,826 |
Other receivables and lease inducements | 355,410 | 313,551 |
Goodwill | 643,456 | 643,950 |
Other assets | 103,458 | 24,308 |
Total assets | 8,996,194 | 8,590,877 |
LIABILITIES AND EQUITY | ||
Term loans - net | 74,651 | 99,553 |
Secured borrowing | 2,275 | |
Accrued expenses and other liabilities | 234,693 | 211,277 |
Deferred income taxes | 11,002 | 13,599 |
Intercompany loans payable | 4,590,111 | 4,501,964 |
Total liabilities | 4,912,732 | 4,826,393 |
Owners' Equity: | ||
General partners' equity | 3,881,985 | 3,444,441 |
Limited partners' equity | 201,258 | 320,043 |
Total owners' equity | 4,083,243 | 3,764,484 |
Noncontrolling interest | 219 | |
Total equity | 4,083,462 | 3,764,484 |
Total liabilities and equity | $ 8,996,194 | $ 8,590,877 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares shares in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 350,000 | 350,000 |
Common stock, shares issued | 218,478 | 202,346 |
Common stock, shares outstanding | 218,478 | 202,346 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | ||||
Rental income | $ 202,470 | $ 192,276 | $ 589,464 | $ 579,075 |
Income from direct financing leases | 258 | 264 | 777 | 1,374 |
Mortgage interest income | 19,796 | 18,396 | 56,762 | 51,809 |
Other investment income | 9,989 | 10,259 | 33,036 | 27,883 |
Miscellaneous income | 682 | 657 | 2,123 | 1,791 |
Total operating revenues | 233,195 | 221,852 | 682,162 | 661,932 |
Expenses | ||||
Depreciation and amortization | 76,696 | 70,711 | 221,185 | 210,681 |
General and administrative | 13,762 | 14,240 | 43,770 | 45,952 |
Real estate taxes | 3,921 | 11,833 | ||
Acquisition and merger related costs | 887 | 5,072 | ||
Impairment on real estate properties | 3,836 | 22,868 | 9,545 | 26,685 |
Impairment on direct financing leases | 7,700 | 15 | ||
(Recovery) provision for uncollectible accounts | (2,000) | 6,363 | ||
Total operating expenses | 99,102 | 105,819 | 299,105 | 289,696 |
Other operating income (loss) | ||||
Gain (loss) on assets sold - net | 53,067 | (5,361) | 52,803 | 9,248 |
Operating income | 187,160 | 110,672 | 435,860 | 381,484 |
Other operating (loss) income | ||||
Interest income and other - net | (25) | (1,214) | 121 | 496 |
Interest expense | (49,878) | (47,764) | (146,358) | (143,857) |
Interest - amortization of deferred financing costs | (2,277) | (2,238) | (6,753) | (6,723) |
Realized gain (loss) on foreign exchange | 23 | 27 | (146) | 20 |
Interest and Other Income, Total | (52,157) | (51,189) | (153,136) | (150,064) |
Income from continuing operations | 135,003 | 59,483 | 282,724 | 231,420 |
Income tax expense | (483) | (804) | (1,951) | (2,185) |
Income (loss) from unconsolidated joint ventures | 8,428 | 383 | 10,028 | (254) |
Net income | 142,948 | 59,062 | 290,801 | 228,981 |
Net income attributable to noncontrolling interest | (4,208) | (2,456) | (9,218) | (9,619) |
Net income available to common stockholders | $ 138,740 | $ 56,606 | $ 281,583 | $ 219,362 |
Basic: | ||||
Net income available to common stockholders | $ 0.64 | $ 0.28 | $ 1.33 | $ 1.10 |
Diluted: | ||||
Net income | $ 0.63 | $ 0.28 | $ 1.32 | $ 1.10 |
Weighted-average shares outstanding, Basic and Diluted | ||||
Weighted-average shares outstanding, basic (in shares) | 217,818 | 200,910 | 211,315 | 199,773 |
Weighted-average shares outstanding, diluted (in shares) | 226,513 | 210,437 | 220,171 | 208,905 |
Omega OP | ||||
Revenue | ||||
Rental income | $ 202,470 | $ 192,276 | $ 589,464 | $ 579,075 |
Income from direct financing leases | 258 | 264 | 777 | 1,374 |
Mortgage interest income | 19,796 | 18,396 | 56,762 | 51,809 |
Other investment income | 9,989 | 10,259 | 33,036 | 27,883 |
Miscellaneous income | 682 | 657 | 2,123 | 1,791 |
Total operating revenues | 233,195 | 221,852 | 682,162 | 661,932 |
Expenses | ||||
Depreciation and amortization | 76,696 | 70,711 | 221,185 | 210,681 |
General and administrative | 13,762 | 14,240 | 43,770 | 45,952 |
Real estate taxes | 3,921 | 11,833 | ||
Acquisition and merger related costs | 887 | 5,072 | ||
Impairment on real estate properties | 3,836 | 22,868 | 9,545 | 26,685 |
Impairment on direct financing leases | 7,700 | 15 | ||
(Recovery) provision for uncollectible accounts | (2,000) | 6,363 | ||
Total operating expenses | 99,102 | 105,819 | 299,105 | 289,696 |
Other operating income (loss) | ||||
Gain (loss) on assets sold - net | 53,067 | (5,361) | 52,803 | 9,248 |
Operating income | 187,160 | 110,672 | 435,860 | 381,484 |
Other operating (loss) income | ||||
Interest income and other - net | (25) | (1,214) | 121 | 496 |
Interest expense | (49,878) | (47,764) | (146,358) | (143,857) |
Interest - amortization of deferred financing costs | (2,277) | (2,238) | (6,753) | (6,723) |
Realized gain (loss) on foreign exchange | 23 | 27 | (146) | 20 |
Interest and Other Income, Total | (52,157) | (51,189) | (153,136) | (150,064) |
Income from continuing operations | 135,003 | 59,483 | 282,724 | 231,420 |
Income tax expense | (483) | (804) | (1,951) | (2,185) |
Income (loss) from unconsolidated joint ventures | 8,428 | 383 | 10,028 | (254) |
Net income | 142,948 | 59,062 | 290,801 | 228,981 |
Net income attributable to noncontrolling interest | 9 | 9 | ||
Net income available to common stockholders | $ 142,957 | $ 59,062 | $ 290,810 | $ 228,981 |
Basic: | ||||
Net income available to common stockholders | $ 0.64 | $ 0.28 | $ 1.33 | $ 1.10 |
Diluted: | ||||
Net income | 0.63 | 0.28 | 1.32 | 1.10 |
Net income (loss) available to Omega OP Unit holders: | ||||
Net income (in dollars per share) | 0.64 | 0.28 | 1.33 | 1.10 |
Diluted: | ||||
Net income (in dollars per share) | $ 0.63 | $ 0.28 | $ 1.32 | $ 1.10 |
Weighted-average shares outstanding, Basic and Diluted | ||||
Weighted-average shares outstanding, basic (in shares) | 224,440 | 209,625 | 218,387 | 208,523 |
Weighted-average Omega OP Units outstanding, basic (in shares) | 224,440 | 209,625 | 218,387 | 208,523 |
Weighted-average Omega OP Units outstanding, diluted (in shares) | 226,513 | 210,437 | 220,171 | 208,905 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net income | $ 142,948 | $ 59,062 | $ 290,801 | $ 228,981 |
Other comprehensive (loss) income: | ||||
Foreign currency translation | (7,952) | (3,518) | (9,243) | (9,802) |
Cash flow hedges | 169 | 1,196 | (7,918) | 7,472 |
Total other comprehensive loss | (7,783) | (2,322) | (17,161) | (2,330) |
Comprehensive income | 135,165 | 56,740 | 273,640 | 226,651 |
Comprehensive (income) loss attributable to noncontrolling interest | (3,978) | (2,359) | (8,677) | (9,521) |
Comprehensive income attributable to common stockholders | 131,187 | 54,381 | 264,963 | 217,130 |
Omega OP | ||||
Net income | 142,948 | 59,062 | 290,801 | 228,981 |
Other comprehensive (loss) income: | ||||
Foreign currency translation | (7,952) | (3,518) | (9,243) | (9,802) |
Cash flow hedges | 169 | 1,196 | (7,918) | 7,472 |
Total other comprehensive loss | (7,783) | (2,322) | (17,161) | (2,330) |
Comprehensive income | 135,165 | 56,740 | 273,640 | 226,651 |
Comprehensive (income) loss attributable to noncontrolling interest | 9 | 9 | ||
Comprehensive income attributable to common stockholders | $ 135,174 | $ 56,740 | $ 273,649 | $ 226,651 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Omega OPTotal Stockholders' Equity [Member]Restatement Adjustment [Member] | Omega OPTotal Stockholders' Equity [Member] | Omega OPAccumulated Other Comprehensive Loss | Omega OPNoncontrolling Interest | Omega OPRestatement Adjustment [Member] | Omega OP | Total Stockholders' Equity [Member]Scenario, Previously Reported [Member] | Total Stockholders' Equity [Member]Restatement Adjustment [Member] | Total Stockholders' Equity [Member] | Common StockScenario, Previously Reported [Member] | Common StockRestatement Adjustment [Member] | Common Stock | Additional Paid-in CapitalScenario, Previously Reported [Member] | Additional Paid-in CapitalRestatement Adjustment [Member] | Additional Paid-in Capital | Cumulative Net EarningsScenario, Previously Reported [Member] | Cumulative Net EarningsRestatement Adjustment [Member] | Cumulative Net Earnings | Cumulative DividendsScenario, Previously Reported [Member] | Cumulative DividendsRestatement Adjustment [Member] | Cumulative Dividends | Accumulated Other Comprehensive LossScenario, Previously Reported [Member] | Accumulated Other Comprehensive LossRestatement Adjustment [Member] | Accumulated Other Comprehensive Loss | Noncontrolling InterestScenario, Previously Reported [Member] | Noncontrolling InterestRestatement Adjustment [Member] | Noncontrolling Interest | Scenario, Previously Reported [Member] | Restatement Adjustment [Member] | Total |
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||
Cumulative effect of accounting change | $ 10,000 | $ 10,000 | $ 9,577 | $ 9,577 | $ 423 | $ 10,000 | ||||||||||||||||||||||||
Balance, beginning, adjusted | 3,564,668 | $ 19,831 | $ 4,936,302 | 1,848,933 | $ (3,210,248) | $ (30,150) | 333,590 | 3,898,258 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2017 | $ 3,555,091 | $ 19,831 | $ 4,936,302 | $ 1,839,356 | $ (3,210,248) | $ (30,150) | $ 333,167 | $ 3,888,258 | ||||||||||||||||||||||
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||
Grant of restricted stock to company directors | $ 4 | $ (4) | ||||||||||||||||||||||||||||
Stock-based compensation expense | $ 12,107 | 12,107 | $ 12,107 | |||||||||||||||||||||||||||
Vesting/exercising of equity compensation plan, net of tax withholdings | (1,654) | 9 | (1,663) | (1,654) | ||||||||||||||||||||||||||
Dividend reinvestment and stock purchase plan | 36,904 | 126 | 36,778 | 36,904 | ||||||||||||||||||||||||||
Deferred compensation directors | 194 | 3 | 191 | 194 | ||||||||||||||||||||||||||
Equity Shelf Program | 27,202 | 91 | 27,111 | 27,202 | ||||||||||||||||||||||||||
Common dividends declared | (395,933) | $ (395,933) | (395,933) | |||||||||||||||||||||||||||
Conversion of Omega OP Units to common stock | 1,727 | 5 | 1,722 | 1,727 | ||||||||||||||||||||||||||
Redemption of Omega OP Units to common stock | $ (1,845) | (1,845) | ||||||||||||||||||||||||||||
Omega OP Units distributions | (17,645) | (17,645) | ||||||||||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||
Foreign currency translation | $ (9,802) | $ (9,802) | (9,390) | $ (9,390) | (412) | (9,802) | ||||||||||||||||||||||||
Cash flow hedges | 7,472 | 7,472 | 7,158 | 7,158 | 314 | 7,472 | ||||||||||||||||||||||||
Net income | 228,981 | 228,981 | 219,362 | $ 219,362 | 9,619 | 228,981 | ||||||||||||||||||||||||
Total comprehensive income | 226,651 | 226,651 | ||||||||||||||||||||||||||||
Balance , ending at Sep. 30, 2018 | $ (32,382) | 3,462,345 | 20,069 | 5,012,544 | 2,068,295 | (3,606,181) | (32,382) | 323,621 | 3,785,966 | |||||||||||||||||||||
Beginning balance at Jun. 30, 2018 | 3,525,488 | 20,033 | 4,997,329 | 2,011,689 | (3,473,406) | (30,157) | 328,827 | 3,854,315 | ||||||||||||||||||||||
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||
Stock-based compensation expense | 3,962 | 3,962 | 3,962 | |||||||||||||||||||||||||||
Dividend reinvestment and stock purchase plan | 9,854 | 31 | 9,823 | 9,854 | ||||||||||||||||||||||||||
Deferred compensation directors | 57 | 57 | 57 | |||||||||||||||||||||||||||
Equity Shelf Program | (307) | (307) | (307) | |||||||||||||||||||||||||||
Common dividends declared | (132,775) | (132,775) | (132,775) | |||||||||||||||||||||||||||
Conversion and redemption of Omega OP Units to common stock | 1,685 | 5 | 1,680 | (1,685) | ||||||||||||||||||||||||||
Omega OP Units distributions | (5,880) | (5,880) | ||||||||||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||
Foreign currency translation | (3,518) | (3,518) | (3,371) | (3,371) | (147) | (3,518) | ||||||||||||||||||||||||
Cash flow hedges | 1,196 | 1,196 | 1,146 | 1,146 | 50 | 1,196 | ||||||||||||||||||||||||
Net income | 59,062 | 59,062 | 56,606 | 56,606 | 2,456 | 59,062 | ||||||||||||||||||||||||
Total comprehensive income | 56,740 | 56,740 | ||||||||||||||||||||||||||||
Balance , ending at Sep. 30, 2018 | (32,382) | 3,462,345 | 20,069 | 5,012,544 | 2,068,295 | (3,606,181) | (32,382) | 323,621 | 3,785,966 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 3,444,441 | $ 20,235 | $ 5,074,544 | $ 2,130,511 | $ (3,739,197) | $ (41,652) | $ 320,043 | $ 3,764,484 | 3,764,484 | |||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||
Foreign currency translation | (9,243) | (9,243) | ||||||||||||||||||||||||||||
Cash flow hedges | (7,918) | (7,918) | ||||||||||||||||||||||||||||
Net income | 290,801 | 290,801 | ||||||||||||||||||||||||||||
Total comprehensive income | 273,640 | 273,640 | ||||||||||||||||||||||||||||
Balance , ending at Sep. 30, 2019 | (58,272) | 3,881,985 | 21,847 | 5,671,127 | 2,403,896 | (4,156,613) | (58,272) | 201,477 | 4,083,462 | |||||||||||||||||||||
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||
Cumulative effect of accounting change | $ (8,490) | $ (8,490) | (8,198) | (8,198) | (292) | (8,490) | ||||||||||||||||||||||||
Balance, beginning, adjusted | $ 3,436,243 | $ 20,235 | $ 5,074,544 | $ 2,122,313 | $ (3,739,197) | $ (41,652) | $ 319,751 | $ 3,755,994 | ||||||||||||||||||||||
Grant of restricted stock to company directors | 2 | (2) | ||||||||||||||||||||||||||||
Stock-based compensation expense | 11,031 | 11,031 | 11,031 | |||||||||||||||||||||||||||
Vesting/exercising of equity compensation plan, net of tax withholdings | (3,610) | 13 | (3,623) | (3,610) | ||||||||||||||||||||||||||
Dividend reinvestment and stock purchase plan | 91,845 | 248 | 91,597 | 91,845 | ||||||||||||||||||||||||||
Deferred compensation directors | 164 | 164 | 164 | |||||||||||||||||||||||||||
Equity Shelf Program | 107,044 | 307 | 106,737 | 107,044 | ||||||||||||||||||||||||||
Issuance of common stock - merger-related | 281,628 | 748 | 280,880 | 281,628 | ||||||||||||||||||||||||||
Common dividends declared | (417,416) | (417,416) | (417,416) | |||||||||||||||||||||||||||
Vesting/exercising of Omega OP Units | (4,429) | (4,429) | 4,429 | |||||||||||||||||||||||||||
Conversion and redemption of Omega OP Units to common stock | 114,522 | 294 | 114,228 | (114,522) | ||||||||||||||||||||||||||
Omega OP Units distributions | (17,086) | (17,086) | ||||||||||||||||||||||||||||
Noncontrolling interest - consolidated joint venture | $ 228 | 228 | 228 | 228 | ||||||||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||
Foreign currency translation | (9,243) | (9,243) | (8,970) | (8,970) | (273) | (9,243) | ||||||||||||||||||||||||
Cash flow hedges | (7,918) | (7,918) | (7,650) | (7,650) | (268) | (7,918) | ||||||||||||||||||||||||
Net income | 290,810 | (9) | 290,801 | 281,583 | 281,583 | 9,218 | 290,801 | |||||||||||||||||||||||
Total comprehensive income | 273,640 | 273,640 | ||||||||||||||||||||||||||||
Balance , ending at Sep. 30, 2019 | (58,272) | 3,881,985 | 21,847 | 5,671,127 | 2,403,896 | (4,156,613) | (58,272) | 201,477 | 4,083,462 | |||||||||||||||||||||
Beginning balance at Jun. 30, 2019 | 3,802,971 | 21,608 | 5,580,042 | 2,265,156 | (4,013,116) | (50,719) | 249,535 | 4,052,506 | ||||||||||||||||||||||
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||
Stock-based compensation expense | 2,921 | 2,921 | 2,921 | |||||||||||||||||||||||||||
Vesting/exercising of equity compensation plan, net of tax withholdings | (653) | 2 | (655) | (653) | ||||||||||||||||||||||||||
Dividend reinvestment and stock purchase plan | 37,742 | 100 | 37,642 | 37,742 | ||||||||||||||||||||||||||
Deferred compensation directors | 56 | 56 | 56 | |||||||||||||||||||||||||||
Equity Shelf Program | 4,175 | 12 | 4,163 | 4,175 | ||||||||||||||||||||||||||
Common dividends declared | (143,497) | (143,497) | (143,497) | |||||||||||||||||||||||||||
Vesting/exercising of Omega OP Units | (2,029) | (2,029) | 2,029 | |||||||||||||||||||||||||||
Conversion and redemption of Omega OP Units to common stock | 49,112 | 125 | 48,987 | (49,112) | ||||||||||||||||||||||||||
Omega OP Units distributions | (4,953) | (4,953) | ||||||||||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||
Foreign currency translation | (7,952) | (7,952) | (7,718) | (7,718) | (234) | (7,952) | ||||||||||||||||||||||||
Cash flow hedges | 169 | 169 | 165 | 165 | 4 | 169 | ||||||||||||||||||||||||
Net income | $ 142,957 | $ (9) | 142,948 | 138,740 | 138,740 | 4,208 | 142,948 | |||||||||||||||||||||||
Total comprehensive income | $ 135,165 | 135,165 | ||||||||||||||||||||||||||||
Balance , ending at Sep. 30, 2019 | $ (58,272) | $ 3,881,985 | $ 21,847 | $ 5,671,127 | $ 2,403,896 | $ (4,156,613) | $ (58,272) | $ 201,477 | $ 4,083,462 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||||
Dividend per Common Share | $ 0.66 | $ 0.66 | $ 1.98 | $ 1.98 |
CONSOLIDATED STATEMENTS OF CH_3
CONSOLIDATED STATEMENTS OF CHANGES IN OWNERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total Stockholders' Equity [Member]Omega OPScenario, Previously Reported [Member] | Total Stockholders' Equity [Member]Omega OPRestatement Adjustment [Member] | Total Stockholders' Equity [Member]Omega OP | Total Stockholders' Equity [Member]Restatement Adjustment [Member] | Total Stockholders' Equity [Member] | Noncontrolling InterestOmega OP | Noncontrolling InterestRestatement Adjustment [Member] | Noncontrolling Interest | General PartnerOmega OPScenario, Previously Reported [Member] | General PartnerOmega OPRestatement Adjustment [Member] | General PartnerOmega OP | Limited PartnerOmega OPScenario, Previously Reported [Member] | Limited PartnerOmega OPRestatement Adjustment [Member] | Limited PartnerOmega OP | Omega OPScenario, Previously Reported [Member] | Omega OPRestatement Adjustment [Member] | Omega OP | Restatement Adjustment [Member] | Total |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||||||||
Cumulative effect of accounting change (see Note 2) | $ 10,000 | $ 9,577 | $ 423 | $ 9,577 | $ 423 | $ 10,000 | $ 10,000 | ||||||||||||
Partners' Capital, Adjusted Balance, Total | 3,898,258 | $ 3,564,668 | $ 333,590 | $ 3,898,258 | |||||||||||||||
Balance (in units) | 198,309 | 8,772 | 207,081 | ||||||||||||||||
Balance, beginning at Dec. 31, 2017 | $ 3,888,258 | $ 3,555,091 | $ 333,167 | $ 3,888,258 | |||||||||||||||
Balance (in units) at Dec. 31, 2017 | 198,309 | 8,772 | 207,081 | ||||||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||||||||
Contributions from partners | $ 76,480 | $ 76,480 | $ 76,480 | ||||||||||||||||
Contributions from partners (in units) | 2,384 | 2,384 | |||||||||||||||||
Distributions to partners | (413,578) | $ (395,933) | $ (17,645) | $ (413,578) | |||||||||||||||
Omega OP Unit conversions | (1,845) | $ (1,845) | $ (1,845) | ||||||||||||||||
Omega OP Unit conversions (in units) | (57) | (57) | |||||||||||||||||
Comprehensive income: | |||||||||||||||||||
Foreign currency translation | (9,802) | $ (9,390) | $ (412) | (9,390) | $ (412) | $ (9,802) | $ (9,802) | ||||||||||||
Cash flow hedges | 7,472 | 7,158 | 314 | 7,158 | 314 | 7,472 | 7,472 | ||||||||||||
Net income | 228,981 | 219,362 | 9,619 | 219,362 | 9,619 | 228,981 | 228,981 | ||||||||||||
Total comprehensive income | 226,651 | 226,651 | |||||||||||||||||
Balance, ending at Sep. 30, 2018 | 3,785,966 | $ 3,462,345 | $ 323,621 | $ 3,785,966 | |||||||||||||||
Balance (in units) at Sep. 30, 2018 | 200,693 | 8,715 | 209,408 | ||||||||||||||||
Balance, beginning at Jun. 30, 2018 | 3,854,315 | $ 3,525,488 | $ 328,827 | $ 3,854,315 | |||||||||||||||
Balance (in units) at Jun. 30, 2018 | 200,332 | 8,766 | 209,098 | ||||||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||||||||
Contributions from partners | 15,251 | $ 15,251 | $ 15,251 | ||||||||||||||||
Contributions from partners (in units) | 361 | 361 | |||||||||||||||||
Distributions to partners | (138,655) | $ (132,775) | $ (5,880) | $ (138,655) | |||||||||||||||
Omega OP Unit conversions | (1,685) | $ (1,685) | $ (1,685) | ||||||||||||||||
Omega OP Unit conversions (in units) | (51) | (51) | |||||||||||||||||
Comprehensive income: | |||||||||||||||||||
Foreign currency translation | (3,518) | (3,371) | (147) | (3,371) | $ (147) | $ (3,518) | (3,518) | ||||||||||||
Cash flow hedges | 1,196 | 1,146 | 50 | 1,146 | 50 | 1,196 | 1,196 | ||||||||||||
Net income | 59,062 | 56,606 | 2,456 | 56,606 | 2,456 | 59,062 | 59,062 | ||||||||||||
Total comprehensive income | 56,740 | 56,740 | |||||||||||||||||
Balance, ending at Sep. 30, 2018 | 3,785,966 | $ 3,462,345 | $ 323,621 | $ 3,785,966 | |||||||||||||||
Balance (in units) at Sep. 30, 2018 | 200,693 | 8,715 | 209,408 | ||||||||||||||||
Balance, beginning at Dec. 31, 2018 | $ 3,764,484 | $ 3,444,441 | $ 320,043 | $ 3,764,484 | $ 3,764,484 | ||||||||||||||
Balance (in units) at Dec. 31, 2018 | 202,346 | 8,714 | 211,060 | ||||||||||||||||
Comprehensive income: | |||||||||||||||||||
Foreign currency translation | (9,243) | (9,243) | |||||||||||||||||
Cash flow hedges | (7,918) | (7,918) | |||||||||||||||||
Net income | 290,801 | 290,801 | |||||||||||||||||
Total comprehensive income | 273,640 | 273,640 | |||||||||||||||||
Balance, ending at Sep. 30, 2019 | 4,083,243 | $ 219 | $ 3,881,985 | $ 201,258 | $ 4,083,462 | ||||||||||||||
Balance (in units) at Sep. 30, 2019 | 218,478 | 5,887 | 224,365 | ||||||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||||||||
Cumulative effect of accounting change (see Note 2) | (8,490) | $ (8,198) | $ (292) | $ (8,198) | $ (292) | $ (8,490) | $ (8,490) | ||||||||||||
Partners' Capital, Adjusted Balance, Total | $ 3,755,994 | $ 3,436,243 | $ 319,751 | $ 3,755,994 | |||||||||||||||
Balance (in units) | 202,346 | 8,714 | 211,060 | ||||||||||||||||
Contributions from partners | 602,624 | $ 602,624 | $ 602,624 | ||||||||||||||||
Contributions from partners (in units) | 16,132 | 16,132 | |||||||||||||||||
Distributions to partners | (434,502) | $ (417,416) | $ (17,086) | $ (434,502) | |||||||||||||||
Vesting/exercising of Omega OP Units | (4,429) | $ 4,429 | |||||||||||||||||
Vesting/exercising of Omega OP Units (in units) | 119 | 119 | |||||||||||||||||
Noncontrolling interest - consolidated joint venture | 228 | 228 | $ 228 | 228 | |||||||||||||||
Omega OP Unit conversions | (114,522) | $ (114,522) | $ (114,522) | ||||||||||||||||
Omega OP Unit conversions (in units) | (2,946) | (2,946) | |||||||||||||||||
Comprehensive income: | |||||||||||||||||||
Foreign currency translation | (9,243) | (8,970) | (273) | (8,970) | $ (273) | $ (9,243) | (9,243) | ||||||||||||
Cash flow hedges | (7,918) | (7,650) | (268) | (7,650) | (268) | (7,918) | (7,918) | ||||||||||||
Net income | 290,810 | 281,583 | (9) | 9,218 | 281,583 | 9,227 | 290,801 | 290,801 | |||||||||||
Total comprehensive income | 273,640 | 273,640 | |||||||||||||||||
Balance, ending at Sep. 30, 2019 | 4,083,243 | 219 | $ 3,881,985 | $ 201,258 | $ 4,083,462 | ||||||||||||||
Balance (in units) at Sep. 30, 2019 | 218,478 | 5,887 | 224,365 | ||||||||||||||||
Balance, beginning at Jun. 30, 2019 | 4,052,278 | 228 | $ 3,802,971 | $ 249,307 | $ 4,052,506 | ||||||||||||||
Balance (in units) at Jun. 30, 2019 | 216,089 | 7,080 | 223,169 | ||||||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||||||||
Contributions from partners | 93,353 | $ 93,353 | $ 93,353 | ||||||||||||||||
Contributions from partners (in units) | 2,389 | 2,389 | |||||||||||||||||
Distributions to partners | (148,450) | $ (143,497) | $ (4,953) | $ (148,450) | |||||||||||||||
Vesting/exercising of Omega OP Units | (2,029) | $ 2,029 | |||||||||||||||||
Vesting/exercising of Omega OP Units (in units) | 56 | 56 | |||||||||||||||||
Omega OP Unit conversions | (49,112) | $ (49,112) | $ (49,112) | ||||||||||||||||
Omega OP Unit conversions (in units) | (1,249) | (1,249) | |||||||||||||||||
Comprehensive income: | |||||||||||||||||||
Foreign currency translation | (7,952) | (7,718) | (234) | (7,718) | $ (234) | $ (7,952) | (7,952) | ||||||||||||
Cash flow hedges | 169 | 165 | 4 | 165 | 4 | 169 | 169 | ||||||||||||
Net income | 142,957 | $ 138,740 | (9) | $ 4,208 | 138,740 | 4,217 | 142,948 | 142,948 | |||||||||||
Total comprehensive income | 135,165 | $ 135,165 | |||||||||||||||||
Balance, ending at Sep. 30, 2019 | $ 4,083,243 | $ 219 | $ 3,881,985 | $ 201,258 | $ 4,083,462 | ||||||||||||||
Balance (in units) at Sep. 30, 2019 | 218,478 | 5,887 | 224,365 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities | ||
Net income | $ 290,801 | $ 228,981 |
Adjustment to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 221,185 | 210,681 |
Impairment on real estate properties | 13,220 | 31,860 |
Impairment on direct financing leases | 7,700 | 15 |
Provision for uncollectible accounts | 6,363 | |
Provision for rental income | 10,970 | |
Interest - amortization of deferred financing costs | 6,753 | 6,723 |
Accretion of direct financing leases | 6 | 89 |
Stock-based compensation expense | 11,519 | 12,107 |
Gain on assets sold - net | (52,803) | (9,248) |
Amortization of acquired in-place leases - net | (4,673) | (7,518) |
Effective yield receivable on mortgage notes | (258) | (889) |
Interest paid-in-kind | (5,269) | (4,944) |
Change in operating assets and liabilities - net: | ||
Contractual receivables | (156) | 2,265 |
Straight-line rent receivables | (35,592) | (46,787) |
Lease inducements | (27,353) | (32,315) |
Other operating assets and liabilities | (30,295) | (48,918) |
Net cash provided by operating activities | 405,755 | 348,465 |
Cash flows from investing activities | ||
Acquisition of a business, net of cash acquired | (59,616) | |
Acquisition of real estate | (31,287) | (52,744) |
Acquisition deposit | (22,050) | |
Net proceeds from sale of real estate investments | 186,011 | 246,351 |
Investments in construction in progress | (98,187) | (98,760) |
Proceeds from sale of direct financing lease and related trust | 88,730 | 16,947 |
Placement of mortgage loans | (14,739) | (62,185) |
Collection of mortgage principal | 43,379 | 25,612 |
Distributions from unconsolidated joint ventures in excess of earnings | 8,075 | 4,407 |
Capital improvements to real estate investments | (39,540) | (24,425) |
Receipts from insurance proceeds | 6,878 | 6,911 |
Investments in other investments | (68,260) | (374,784) |
Proceeds from other investments | 72,137 | 162,118 |
Net cash provided by (used in) investing activities | 71,531 | (150,552) |
Cash flows from financing activities | ||
Proceeds from credit facility borrowings | 887,000 | 1,003,000 |
Payments on credit facility borrowings | (1,485,100) | (933,000) |
Receipts of other long-term borrowings | 494,985 | |
Payments of other long-term borrowings | (100,000) | (2,049) |
Payments of financing related costs | (4,054) | (8) |
Receipts from dividend reinvestment plan | 91,845 | 36,904 |
Payments for exercised options and restricted stock | (3,848) | (1,654) |
Net proceeds from issuance of common stock | 107,044 | 27,202 |
Dividends paid | (417,252) | (395,738) |
Noncontrolling members' contributions to consolidated joint venture | 228 | |
Redemption of Omega OP Units | (118) | |
Distributions to Omega OP Unit Holders | (17,086) | (17,645) |
Net cash used in financing activities | (446,238) | (283,106) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | (487) | (476) |
Increase (decrease) in cash, cash equivalents and restricted cash | 30,561 | (85,669) |
Cash, cash equivalents and restricted cash at beginning of period | 11,671 | 96,808 |
Cash, cash equivalents and restricted cash at end of period | 42,232 | 11,139 |
Omega OP | ||
Cash flows from operating activities | ||
Net income | 290,801 | 228,981 |
Adjustment to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 221,185 | 210,681 |
Impairment on real estate properties | 13,220 | 31,860 |
Impairment on direct financing leases | 7,700 | 15 |
Provision for uncollectible accounts | 6,363 | |
Provision for rental income | 10,970 | |
Interest - amortization of deferred financing costs | 6,753 | 6,723 |
Accretion of direct financing leases | 6 | 89 |
Stock-based compensation expense | 11,519 | 12,107 |
Gain on assets sold - net | (52,803) | (9,248) |
Amortization of acquired in-place leases - net | (4,673) | (7,518) |
Effective yield receivable on mortgage notes | (258) | (889) |
Interest paid-in-kind | (5,269) | (4,944) |
Change in operating assets and liabilities - net: | ||
Contractual receivables | (156) | 2,265 |
Straight-line rent receivables | (35,592) | (46,787) |
Lease inducements | (27,353) | (32,315) |
Other operating assets and liabilities | (30,295) | (48,918) |
Net cash provided by operating activities | 405,755 | 348,465 |
Cash flows from investing activities | ||
Acquisition of a business, net of cash acquired | (59,616) | |
Acquisition of real estate | (31,287) | (52,744) |
Acquisition deposit | (22,050) | |
Net proceeds from sale of real estate investments | 186,011 | 246,351 |
Investments in construction in progress | (98,187) | (98,760) |
Proceeds from sale of direct financing lease and related trust | 88,730 | 16,947 |
Placement of mortgage loans | (14,739) | (62,185) |
Collection of mortgage principal | 43,379 | 25,612 |
Distributions from unconsolidated joint ventures in excess of earnings | 8,075 | 4,407 |
Capital improvements to real estate investments | (39,540) | (24,425) |
Receipts from insurance proceeds | 6,878 | 6,911 |
Investments in other investments | (68,260) | (374,784) |
Proceeds from other investments | 72,137 | 162,118 |
Net cash provided by (used in) investing activities | 71,531 | (150,552) |
Cash flows from financing activities | ||
Proceeds from intercompany loans payable from Omega | 1,381,985 | 1,003,000 |
Repayment of intercompany loans payable to Omega | (1,585,100) | (935,049) |
Payment of financing related costs incurred by Omega | (4,054) | (8) |
Equity contributions from general partners | 195,041 | 62,452 |
Distributions to general partners | (417,252) | (395,738) |
Noncontrolling members' contributions to consolidated joint venture | 228 | |
Distributions to limited partners | (17,086) | (17,645) |
Redemption of Omega OP Units | (118) | |
Net cash used in financing activities | (446,238) | (283,106) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | (487) | (476) |
Increase (decrease) in cash, cash equivalents and restricted cash | 30,561 | (85,669) |
Cash, cash equivalents and restricted cash at beginning of period | 11,671 | 96,808 |
Cash, cash equivalents and restricted cash at end of period | $ 42,232 | $ 11,139 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 ā BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Business Overview and Organization Omega Healthcare Investors, Inc. (āOmegaā) was formed as a real estate investment trust (āREITā) and incorporated in the State of Maryland on March 31, 1992. Omega is structured as an umbrella partnership REIT (āUPREITā) under which all of Omegaās assets are owned directly or indirectly by, and all of Omegaās operations are conducted directly or indirectly through, its operating partnership subsidiary, OHI Healthcare Properties Limited Partnership (āOmega OPā). Omega OP was formed as a limited partnership and organized in the State of Delaware on October 24, 2014. Unless stated otherwise or the context otherwise requires, the terms the āCompany,ā āwe,ā āourā and āusā means Omega and Omega OP, collectively. The Company has one reportable segment consisting of investments in healthcare-related real estate properties located in the United States (āU.S.ā) and the United Kingdom (āU.K.ā). Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (āSNFsā) and assisted living facilities (āALFsā), and to a lesser extent, independent living facilities, rehabilitation and acute care facilities (āspecialty facilitiesā) and medical office buildings (āMOBsā). Our core portfolio consists of long-term leases and mortgage agreements. Except for one MOB, all of our leases are ātriple-netā leases, which require the tenants to pay all property-related expenses. Our mortgage revenue derives from fixed rate mortgage loans, which are secured by first mortgage liens on the underlying real estate and personal property of the mortgagor. Our other investment income is derived from fixed and variable rate loans to our operators to fund working capital and capital expenditures. These loans, which may be either unsecured or secured by the collateral of the borrower, are classified as other investments. Omega OP is governed by the Second Amended and Restated Agreement of Limited Partnership of OHI Healthcare Properties Limited Partnership, dated as of April 1, 2015 (the āPartnership Agreementā). Omega has exclusive control over Omega OPās day-to-day management pursuant to the Partnership Agreement. As of September 30, 2019, Omega owned approximately 97% of the issued and outstanding units of partnership interest in Omega OP (āOmega OP Unitsā), and investors owned approximately 3% of the outstanding Omega OP Units. On May 17, 2019, Omega and Omega OP completed their merger with MedEquities Realty Trust, Inc. (āMedEquitiesā) and its subsidiary operating partnership and the general partner of its subsidiary operating partnership. Pursuant to the Agreement and Plan of Merger, as amended by the First Amendment to the Agreement and Plan of Merger, dated March 26, 2019, (the āMerger Agreementā) Omega acquired MedEquities and MedEquities was merged with and into Omega (the āMergerā) at the effective time of the Merger with Omega continuing as the surviving company. At the effective time, each outstanding share of MedEquities common stock was converted into the right to receive (i) 0.235 of a share of Omega common stock, plus cash in lieu of fractional shares and (ii) $2.00 in cash. Pursuant to the Merger Agreement, MedEquities declared a special dividend of $0.21 per share of MedEquities common stock (the āPre-Closing Dividendā) payable to the holders of record of MedEquities common stock as of the trading day immediately prior to the closing date of the Merger, which dividend was payable following the effective time of the Merger together with the cash consideration under the Merger Agreement. For additional information see Note 2 - Properties and Investments. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (āSECā) regarding interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (āGAAPā) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our latest Annual Report on Form 10-K Omegaās consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, (iii) all direct and indirect wholly owned subsidiaries of Omega and (iv) other entities in which Omega or Omega OP has a majority voting interest and control. All intercompany transactions and balances have been eliminated in consolidation, and Omegaās net earnings are reduced by the portion of net earnings attributable to noncontrolling interests. Omega OPās consolidated financial statements include the accounts of (i) Omega OP, (ii) all direct and indirect wholly owned subsidiaries of Omega OP and (iii) other entities in which Omega OP has a majority voting interest and control. All intercompany transactions and balances have been eliminated in consolidation. Variable Interest Entities GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (āVIEsā). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entityās activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entityās activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entityās activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entityās equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. Our variable interests in VIEs may be in the form of equity ownership, leases, guarantees and/or loans with our operators. We analyze our agreements and investments to determine whether our operators or unconsolidated joint ventures are VIEs and, if so, whether we are the primary beneficiary. We consolidate a VIE when we determine that we are its primary beneficiary. We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entityās economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. Factors considered in determining whether we are the primary beneficiary of an entity include: (i) our voting rights, if any; (ii) our involvement in day-to-day capital and operating decisions; (iii) our risk and reward sharing; (iv) the financial condition of the operator or joint venture and (iv) our representation on the VIEās board of directors. We perform this analysis on an ongoing basis. As of September 30, 2019, we have not consolidated any VIEs, as we do not have the power to direct the activities of any VIEs that most significantly impact their economic performance and we do not have the obligation to absorb losses or receive benefits of the VIEs that could be significant to the entity. See Note 6 ā Variable Interest Entities. Real Estate Investments and Depreciation The costs of significant improvements, renovations and replacements, including interest are capitalized. In addition, we capitalize leasehold improvements when certain criteria are met, including when we supervise construction and will own the improvement. Expenditures for maintenance and repairs are charged to operations as they are incurred. Depreciation is computed on a straight-line basis over the estimated useful lives ranging from 20 to 40 years for buildings, eight to 15 years for site improvements, and three to ten years for furniture and equipment. Leasehold interests are amortized over the shorter of the estimated useful life or term of the lease. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with a maturity date of three months or less when purchased. These investments are stated at cost, which approximates fair value. The majority of our cash, cash equivalents and restricted cash are held at major commercial banks. Certain cash account balances exceed FDIC insurance limits of $250,000 per account and, as a result, there is a concentration of credit risk related to amounts in excess of the insurance limits. We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash, cash equivalents or restricted cash. Restricted Cash Restricted cash consists primarily of liquidity deposits escrowed for tenant obligations required by us pursuant to certain contractual terms. Real Estate Investment Impairment Management evaluates our real estate investments for impairment indicators at each reporting period, including the evaluation of our assetsā useful lives. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance including the current payment status of contractual obligations and expectations of the ability to meet future contractual obligations, legal structure, as well as our intent with respect to holding or disposing of the asset. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to managementās estimate of future undiscounted cash flows of the underlying facilities. The estimated future undiscounted cash flows are generally based on the related lease which relates to one or more properties and may include cash flows from the eventual disposition of the asset. In some instances, there may be various potential outcomes for a real estate investment and its potential future cash flows. In these instances, the undiscounted future cash flows used to assess the recoverability are probability-weighted based on managementās best estimates as of the date of evaluation. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows based on our intended use of the property are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. The fair value of the real estate investment is determined based on current market conditions and considers matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. Additionally, our evaluation of fair value may consider valuing the property as a nursing home as well as alternative uses. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. Managementās impairment evaluation process, and when applicable, impairment calculations involve estimation of the future cash flows from managementās intended use of the property as well as the fair value of the property. Changes in the facts and circumstances that drive managementās assumptions may result in an impairment of the Companyās assets in a future period that could be material to the Companyās results of operations. For the three months ended September 30, 2019 and 2018, we recognized impairment on real estate properties of approximately $3.8 million and $22.9 million, respectively. For the nine months ended September 30, 2019 and 2018, we recognized impairment on real estate properties of $9.5 million and $26.7 million, respectively. Allowance for Losses on Mortgages, Other Investments and Direct Financing Leases The allowances for losses on mortgage notes receivable, other investments and direct financing leases (collectively, our āloansā) are maintained at a level believed adequate to absorb potential losses. The determination of the allowances is based on a quarterly evaluation of these loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans based on a combination of factors, including, but not limited to, delinquency status, financial strength of the borrower and guarantors, if applicable, and the value of the underlying collateral. If such factors indicate that there is greater risk of loan charge-offs, additional allowances or placement on non-accrual status may be required. A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreements. Consistent with this definition, all loans on non-accrual status may be deemed impaired. To the extent circumstances improve and the risk of collectability is diminished, we will return these loans to full accrual status. When management identifies potential loan impairment indicators, the loan is written down to the present value of the expected future cash flows. In cases where expected future cash flows are not readily determinable, the loan is written down to the fair value of the underlying collateral, if applicable. We may base our valuation on a loanās observable market price, if any, or the fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the sale of the collateral. We account for impaired loans using (a) the cost-recovery method, and/or (b) the cash basis method. We generally utilize the cost-recovery method for impaired loans for which impairment reserves were recorded. We utilize the cash basis method for impaired loans for which no impairment reserves were recorded because the net present value of the discounted cash flows expected under the loan and/or the underlying collateral supporting the loan were equal to or exceeded the book value of the loan. Under the cost-recovery method, we apply cash received against the outstanding loan balance prior to recording interest income. Under the cash basis method, we apply cash received to principal or interest income based on the terms of the agreement. As of September 30, 2019 and December 31, 2018, we had $4.9 million and $108.1 million, respectively, of reserves on our loans. For additional information see Note 3 ā Direct Financing Leases and Note 4 ā Mortgage Notes Receivable. Goodwill Impairment We assess goodwill for potential impairment during the fourth quarter of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the net assets of the reporting unit. In evaluating goodwill for impairment on an interim basis, we assess qualitative factors such as a significant decline in real estate valuations, current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance or a significant decline in the value of our market capitalization, to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount. On an annual basis during the fourth quarter of each fiscal year, or on an interim basis if we conclude it is more likely than not that the fair value of the reporting unit is less than its carrying value, we perform a two-step goodwill impairment test to identify potential impairment and measure the amount of impairment we will recognize, if any. Noncontrolling Interests Noncontrolling interests is the portion of equity not attributable to the respective reporting entity. We present the portion of any equity that we do not own in consolidated entities as noncontrolling interests and classify those interests as a component of total equity, separate from total stockholdersā equity, or ownersā equity on our Consolidated Balance Sheets. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Operations. As our ownership of a controlled subsidiary increases or decreases, any difference between the aggregate consideration paid to acquire the noncontrolling interests and our noncontrolling interest balance is recorded as a component of equity in additional paid-in capital, so long as we maintain a controlling ownership interest. The noncontrolling interest for Omega represents the outstanding Omega OP Units held by outside investors and interests in a consolidated real estate joint venture not fully owned by Omega. The noncontrolling interest for Omega OP represents outside investors interests in a consolidated real estate joint venture not fully owned by Omega OP. Foreign Operations The U.S. dollar (āUSDā) is the functional currency for our consolidated subsidiaries operating in the U.S. The functional currency for our consolidated subsidiaries operating in the U.K. is the British Pound (āGBPā). For our consolidated subsidiaries whose functional currency is not the USD, we translate their financial statements into the USD. We translate assets and liabilities at the exchange rate in effect as of the financial statement date. Revenue and expense accounts are translated using an average exchange rate for the period. Gains and losses resulting from translation are included in Omega OPās ownersā equity and Omegaās accumulated other comprehensive loss (āAOCLā), as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interests, if applicable. We and certain of our consolidated subsidiaries may have intercompany and third-party debt that is not denominated in the entityās functional currency. When the debt is remeasured against the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in results of operations, unless it is intercompany debt that is deemed to be long-term in nature in which case the adjustments are included in Omega OPās ownersā equity and Omegaās AOCL and a proportionate amount of gain or loss is allocated to noncontrolling interests, if applicable. Derivative Instruments Cash flow hedges During our normal course of business, we may use certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Companyās related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the Consolidated Balance Sheets at their fair value which is determined using a market approach and Level 2 inputs. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated in qualifying cash flow hedging relationships, the gain or loss on the derivative is recognized in Omega OPās ownersā equity and Omegaās AOCL as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest, if applicable. We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized liabilities or assets on the Consolidated Balance Sheets. We also assess and document, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, we discontinue hedge accounting prospectively and record the appropriate adjustment to earnings based on the current fair value of the derivative. As a matter of policy, we do not use derivatives for trading or speculative purposes. At September 30, 2019, $5.3 million of qualifying cash flow hedges were recorded at fair value in accrued expenses and other liabilities on our Consolidated Balance Sheets. At December 31, 2018, $4.0 million of qualifying cash flow hedges were recorded at fair value in other assets on our Consolidated Balance Sheets. Net investment hedge The Company is exposed to fluctuations in the GBP against its functional currency, the USD, relating to its investments in healthcare-related real estate properties located in the U.K. The Company uses a nonderivative, GBP-denominated term loan to manage its exposure to fluctuations in the GBP-USD exchange rate. The foreign currency transaction gain or loss on the nonderivative hedging instrument that is designated and qualifies as a net investment hedge is reported in Omega OPās ownersā equity and Omegaās AOCL in our Consolidated Balance Sheets. Contractual Receivables and Other Receivables and Lease Inducements Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements. Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line rent receivables relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement. Lease inducements result from value provided by us to the lessee, at the inception, modification, or renewal of the lease, and are amortized as a reduction of rental revenue over the non-cancellable lease term. We assess the probability of collecting substantially all payments under our leases based on several factors, including, among other things, payment history of the lessee, the financial strength of the lessee and any guarantors, historical operations and operating trends and current and future economic conditions and expectations of performance. If our evaluation of these factors indicates it is probable that we will be unable to collect substantially all rents, we recognize a charge to rental income and limit our rental income to the lesser of lease income on a straight-line basis plus variable rents when they become accruable or cash collected. If we change our conclusion regarding the probability of collecting rent payments required by a lessee, we may recognize an adjustment to rental income in the period we make a change to our prior conclusion. On a quarterly basis, and more frequently as appropriate, we review our contractual interest receivables, effective yield interest receivables and direct financing lease receivables to determine their collectability. The determination of collectability of these assets requires significant judgment and is affected by several factors relating to the credit quality of our operators that we regularly monitor, including (i) payment history, (ii) the age of the contractual receivables, (iii) the current economic conditions and reimbursement environment, (iv) the ability of the tenant to perform under the terms of their lease and/or contractual loan agreements and (v) the value of the underlying collateral of the agreement, if any. For a loan recognized on an effective yield basis or a direct financing lease, we generally provide an allowance for effective interest or income from direct financing leases when certain conditions or indicators of adverse collectability are present. If these accounts receivable balances are subsequently deemed uncollectible, the receivable and allowance for doubtful account balance are written off. A summary of our net receivables by type is as follows: ā ā ā ā ā ā ā ā ā September 30, December 31, ā ā 2019 2018 ā ā (in thousands) ā Contractual receivables ā $ 27,617 ā $ 34,901 ā Allowance ā ā ā (1,075) ā Contractual receivables ā net ā $ 27,617 ā $ 33,826 ā ā ā ā ā ā ā ā ā Effective yield interest receivables ā $ 12,999 ā $ 12,741 ā Straight-line rent receivables ā 264,350 ā 251,166 ā Lease inducements ā 78,061 ā 49,644 ā Other receivables and lease inducements ā $ 355,410 ā $ 313,551 ā ā During the first quarter of 2019, we wrote-off approximately $1.2 million of straight-line rent receivables to rental income as a result of transitioning a facility to another existing operator. During the second quarter of 2019, we wrote-off approximately $6.7 million of contractual receivables, straight-line rent receivables and lease inducements to rental income as a result of placing three operators on a cash basis resulting from a change in our evaluation of the collectibility of future rent payments due under the respective lease agreements. During the third quarter of 2019, we wrote-off approximately $3.0 million of contractual receivables and straight-line rent receivables to rental income as a result of placing two operators on a cash basis resulting from a change in our evaluation of the collectibility of future rent payments due under the respective lease agreements. Reclassification ā Contractual receivables ā net, Other receivables and lease inducements, and Gains on assets sold - net have been reclassified to conform to the current period presentation. Accounting Pronouncements Adopted in 2019 In February 2016, the Financial Accounting Standards Board (āFASBā) issued Accounting Standards Update (āASUā) 2016-02, Leases (Topic 842) Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842 Leases (Topic 842): Codification Improvements to Topic 842, Leases Leases (Topic 842): Targeted Improvements Leases (Topic 842): Narrow-Scope Improvements for Lessors ā Upon adoption, we recorded total initial non-cash right of use assets and lease liabilities of approximately $11.1 million. We also began recording variable lease payments as rental income and real estate tax expense for those facilitiesā property taxes that we pay directly and are reimbursed by our operators. For the three and nine months ended September 30, 2019, we recorded $3.3 million and $9.8 million, respectively, of rental income and $3.9 million and $11.8 million, respectively, of real estate tax expense in our Consolidated Statements of Operations. We also began recording rental income and ground lease expense for those assets we lease and are reimbursed by our operators and/or are paid for directly by our operators. For the three and nine months ended September 30, 2019, we recorded $0.2 million and $0.6 million, respectively, of rental income and $0.3 million and $0.9 million, respectively, of ground lease expense in our Consolidated Statements of Operations. ā In addition, provisions for operating lease losses are recognized as a direct reduction to rental income. Provisions for operating lease losses prior to January 1, 2019 were recorded in provision for uncollectible accounts on our Consolidated Statements of Operations and were not reclassified to conform to the current period presentation. ā Lessee Disclosure ā At the inception of the lease and over its term, we evaluate each lease to determine the proper lease classification. Certain of these leases provide us the contractual right to use and economically benefit from all of the space specified in the lease. Therefore, we have determined that they should be evaluated as lease arrangements. As a lessee, the Company is party to ground and/or facility leases related to 11 SNFs and two offices which are classified as operating leases. Substantially all of our operating leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of three methods depending on the specific provisions of each lease as follows: (i) a specific annual increase over the prior yearās rent, generally between 1.0% and 3.0%; (ii) an increase based on the change in pre-determined formulas from year to year (e.g., increases in the Consumer Price Index); or (iii) specific dollar increases over prior years. The initial terms of our ground leases range between 10 years and 100 years. Our office leases have initial terms of approximately 10 years. Certain leases have options to extend, terminate or purchase the asset and have been considered in our analysis of the lease term and the measurement of the right-of-use assets and lease liabilities. The discount rate utilized in forming the basis of our right of use assets and lease liabilities approximates our cost of debt. We have not recognized a right of use asset and/or lease liability for leases with terms of 12 months or less and without an option to purchase the underlying asset. On a monthly basis, we remeasure our lease liabilities at the present value of the future lease payments using the discount rate determined at lease commencement. Rental expense from operating leases is generally recognized on a straight-line basis over the lease term. We do not include in our measurement of our lease liability certain variable payments, including changes in an index until the specific events that trigger the variable payments have occurred. As a lessee, certain of our operating leases contain non-lease components, such as our proportionate share of common area expenses. We have determined that all of our operating leases qualify for the practical expedient to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as the lease components. We apply Topic 842, to the combined component. Lease expense derived from our operating leases is recorded in general and administrative in our Consolidated Statement of Operations. ā ā ā ā ā ā ā ā As of ā ā September 30, 2019 ā ā (in thousands) ā ā ā ā Other assets - right of use assets ā $ 16,218 ā ā ā ā Accrued expenses and other liabilities ā lease liabilities ā $ 16,779 ā ā ā ā ā ā ā ā ā ā For the Three Months Ended ā For the Nine Months Ended ā ā ā September 30, 2019 ā ā (in thousands) Operating lease cost ā ā ā ā ā ā Lease expense ā $ 579 ā $ 1,585 Variable lease expense ā ā 31 ā ā 123 Total lease expense ā $ 610 ā $ 1,708 ā ā ā ā ā ā ā Rental income ā ground lease income ā $ 215 ā $ 627 ā ā ā ā ā ā ā Cash paid for amounts included in the measurement of lease liabilities ā $ 461 ā $ 1,363 Weighted average remaining lease term (in years) ā ā ā ā ā 31 Weighted average discount rate ā ā ā ā ā 5.25% ā The following amounts reflect the maturities of our operating lease liabilities as of September 30, 2019: ā ā ā ā ā ā ā ā ā ā ā ā ā Future Rental Payments ā Accretion of Lease Liability ā Total Remainder of 2019 ā $ 587 ā $ (219) ā $ 368 2020 ā ā 1,844 ā ā (842) ā ā 1,002 2021 ā ā 1,518 ā ā (796) ā ā 722 2022 ā ā 1,547 ā ā (757) ā ā 790 2023 ā ā 1,577 ā ā (714) ā ā 863 2024 ā ā 1,607 ā ā (666) ā ā 941 Thereafter ā ā 33,582 ā ā (21,489) ā ā 12,093 Total ā $ 42,262 ā $ (25,483) ā $ 16,779 ā Lessor Disclosures ā At the |
PROPERTIES AND INVESTMENTS
PROPERTIES AND INVESTMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Properties and Investments [Abstract] | |
PROPERTIES | NOTE 2 ā PROPERTIES AND INVESTMENTS Leased Property A summary of our investments in real estate properties subject to operating leases is as follows: ā ā ā ā ā ā ā ā ā September 30, December 31, ā ā 2019 2018 ā ā (in thousands) ā Buildings ā $ 6,486,634 ā $ 6,056,820 ā Land ā 828,974 ā 786,174 ā Furniture, fixtures and equipment ā 471,316 ā 447,610 ā Site improvements ā 264,803 ā 250,917 ā Construction in progress ā 210,563 ā 204,889 ā Total real estate investments ā 8,262,290 ā 7,746,410 ā Less accumulated depreciation ā (1,729,844) ā (1,562,619) ā Real estate investments ā net ā $ 6,532,446 ā $ 6,183,791 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Number of ā ā ā Total ā ā ā ā Building & Site ā Furniture ā Initial ā ā Facilities Country/ Investment Land Improvements & Fixtures Annual ā Period ā SNF ALF Specialty MOB ā State ā (in millions) ā Cash Yield (1) ā Q1 1 ā ā ā OH ā $ 11.9 (3) $ 1.1 $ 10.1 $ 0.7 12.00 % Q2 20 1 11 1 CA, CT, IN, NV, SC, TN, TX ā 421.6 (2) 40.1 ā 368.9 ā 12.6 10.27 % Q2 7 1 3 ā PA, VA ā 131.8 (3) 9.9 ā 112.7 ā 9.2 9.35 % Q3 ā 3 ā ā ā ā NC, VA ā ā 24.9 ā ā 4.2 ā ā 18.6 ā ā 2.1 ā 9.50 % Total 31 2 14 1 ā $ 590.2 $ 55.3 $ 510.3 $ 24.6 ā ā (1) The cash yield is based on the purchase price. (2) The acquisition was accounted for as a business combination. The Company estimated the fair value of the real estate investments acquired on the acquisition date based on certain valuation analyses that have yet to be finalized, and accordingly, the real estate investments acquired, as detailed, are subject to adjustment once the analysis is completed. The other acquisitions were accounted for as asset acquisitions. (3) Acquired via a deed-in-lieu of foreclosure. ā MedEquities Merger ā On May 17, 2019, Omega and Omega OP completed the MedEquities Merger. In accordance with the Merger Agreement, each share of MedEquities common stock issued and outstanding immediately prior thereto was converted into the right to receive (i) 0.235 of a share of Omega common stock plus the right to receive cash in lieu of any fractional shares of Omega common stock, and (ii) an amount in cash equal to $2.00 (the āCash Considerationā). In connection with the MedEquities Merger, we issued approximately 7.5 million shares of Omega common stock and paid approximately $63.7 million of cash consideration to former MedEquities stockholders. We borrowed approximately $350 million under our existing senior unsecured revolving credit facility to fund the cash consideration and the repayment of MedEquitiesā previously outstanding debt. As a result of the MedEquities Merger, we acquired 33 facilities subject to operating leases, four mortgages, three other investments and an investment in an unconsolidated joint venture. We also acquired other assets and assumed debt and other liabilities. Based on the closing price of our common stock on May 16, 2019, the fair value of the consideration exchanged approximated $346 million. ā The following table highlights the fair value of the assets acquired and liabilities assumed on May 17, 2019: ā ā ā ā ā ā (in thousands) Fair value of net assets acquired: ā ā ā Real estate investments (3) ā $ 421,600 Mortgage notes receivable (see Note 7) ā 108,097 Other investments ā 19,192 Investment in unconsolidated joint venture ā 73,834 Cash ā 4,067 Contractual receivables ā 1,461 Other assets (1) (3) ā 32,819 Total investments ā ā 661,070 Debt ā ā (285,100) Accrued expenses and other liabilities (2)(3) ā ā (30,421) Fair value of net assets acquired ā $ 345,549 (1) Includes approximately $26.8 million in above market lease assets. (2) Includes approximately $7.5 million in below market lease liabilities. (3) With the exception for real estate investments, above market lease assets and below market lease liabilities, the fair value estimates above are final. ā The MedEquities facilities acquired in 2019 are included in our results of operations from the date of acquisition. For the three months ended September 30, 2019, we recognized approximately $14.0 million of total revenue from the assets acquired in connection with the MedEquities Merger. For the period from May 17, 2019 through September 30, 2019, we recognized approximately $21.1 million of total revenue from the assets acquired in connection with the MedEquities Merger. ā For the three and nine months ended September 30, 2019, we incurred approximately $0.9 million and $5.1 million, respectively, of acquisition and merger related costs associated with the MedEquities Merger. ā Pro Forma Acquisition Results ā The following unaudited pro forma information presents consolidated financial information as if the MedEquities Merger occurred on January 1, 2018. In the opinion of management, all significant necessary adjustments to reflect the effect of the merger have been made. The following pro forma information is not indicative of future operations. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Pro Forma ā ā Three Months Ended Nine Months Ended ā ā September 30, ā September 30, ā ā 2019 ā ā 2018 ā 2019 ā ā 2018 ā ā ā (in thousands, except per share amounts, unaudited) ā ā ā ā ā ā Pro forma revenues ā $ 233,195 ā $ 236,127 ā $ 703,650 ā $ 704,757 Pro forma net income ā $ 142,948 ā $ 65,899 ā $ 301,074 ā $ 249,492 ā ā ā ā ā ā ā ā ā ā ā ā ā Earnings per share ā diluted: ā ā ā ā ā ā ā ā ā ā ā ā Net income ā as reported ā $ 0.63 ā $ 0.28 ā $ 1.32 ā $ 1.10 Net income ā pro forma ā $ 0.63 ā $ 0.30 ā $ 1.33 ā $ 1.15 ā Asset Sales and Impairments ā During the first quarter of 2019, we sold one facility which was previously held for sale at December 31, 2018 for approximately $0.4 million in net cash proceeds recognizing a net gain of approximately $3,000. During the second quarter of 2019, we sold three facilities subject to operating leases and a parcel of land for approximately $8.6 million in net cash proceeds recognizing a net loss of approximately $0.3 million. In addition, we recorded impairments on real estate properties of approximately $7.6 million on two facilities. Our second quarter 2019 impairments were offset by $1.9 million of insurance proceeds received related to a facility that was destroyed by a storm. During the third quarter of 2019, we sold 19 facilities (three were previously held for sale at June 30, 2019 and ten were leased to Diversicare Healthcare Services, Inc. at June 30, 2019) for approximately $177.0 million in net cash proceeds recognizing a net gain of approximately $53.1 million. In addition, we recorded impairments of approximately $5.7 million on four facilities of which three were subsequently reclassified to assets held for sale. Our third quarter 2019 impairments were offset by $1.8 million of insurance proceeds received related to two facilities that were previously destroyed. Our recorded impairments were primarily the result of decisions to exit certain non-strategic facilities and/or operators. We reduced the net book value of the impaired facilities to their estimated fair values. To estimate the fair value of the facilities, we utilized a market approach which considered binding sale agreements (a Level 1 input) and/or non-binding offers from unrelated third parties and/or broker quotes (a Level 3 input). |
DIRECT FINANCING LEASES
DIRECT FINANCING LEASES | 9 Months Ended |
Sep. 30, 2019 | |
Direct Financing Leases [Abstract] | |
DIRECT FINANCING LEASES | NOTE 3 ā DIRECT FINANCING LEASES The components of investments in direct financing leases consist of the following: ā ā ā ā ā ā ā ā ā September 30, December 31, ā ā 2019 2018 ā ā (in thousands) ā Minimum lease payments receivable ā $ 27,491 ā $ 28,294 ā Less unearned income ā (15,780) ā (16,577) ā Investment in non-Orianna direct financing leases ā 11,711 ā 11,717 ā Investment in Orianna direct financing leases ā ā ā ā ā 223,745 ā Less allowance for loss on Orianna direct financing leases ā ā ā (103,200) ā Investment in direct financing leases ā net ā $ 11,711 ā $ 132,262 ā ā ā ā ā ā ā ā ā Properties subject to direct financing leases ā 2 ā 17 ā Number of direct financing leases ā 2 ā 3 ā ā The following amounts reflect the future cash flows and straight-line rents for our direct financing leases as of September 30, 2019 (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Contractual Rent ā Straight-Line Rent ā Total Remainder of 2019 ā $ 296 ā $ (261) ā $ 35 2020 ā ā 1,170 ā ā (953) ā ā 217 2021 ā ā 1,084 ā ā (1,029) ā ā 55 2022 ā ā 1,106 ā ā (1,023) ā ā 83 2023 ā ā 1,128 ā ā (1,014) ā ā 114 2024 ā ā 1,151 ā ā (1,003) ā ā 148 Thereafter ā ā 21,556 ā ā (10,497) ā ā 11,059 ā ā $ 27,491 ā $ (15,780) ā $ 11,711 ā Former Orianna Direct Financing Lease On November 27, 2013, we closed an aggregate $529 million purchase/leaseback transaction in connection with the acquisition of Ark Holding Company, Inc. (āArk Holdingā) by 4 West Holdings Inc. At closing, we acquired 55 SNFs and 1 ALF operated by Ark Holding and leased the facilities back to Ark Holding, now known as New Ark Investment Inc. (āNew Arkā which does business as āOrianna Health Systemsā and is herein referred to as āOriannaā), pursuant to four 50-year master leases providing for contractual rental payments yielding 10.6% per annum over the term of the leases. The purchase/leaseback transaction was accounted for as a direct financing lease. In March 2018, Orianna commenced voluntary Chapter 11 proceedings in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the āBankruptcy Courtā). On January 11, 2019, pursuant to a Bankruptcy Court order, affiliates of Orianna purchased the remaining 15 SNFs for $176 million of consideration, comprised of $146 million in cash received by Orianna and a $30.0 million seller note held by the Company. The $30.0 million note bears interest at 6% per annum and matures on January 11, 2026. Interest on the unpaid principal balance is due quarterly in arrears. Commencing on January 11, 2022, quarterly principal payments are due based on a 15-year amortization schedule on the then outstanding principal balance of the loan. On the same date, Orianna repaid the debtor-in-possession (āDIPā) financing, including all related interest. See Note 5 ā Other Investments. ā On January 16, 2019, the Bankruptcy Court confirmed Oriannaās plan, creating a Distribution Trust (the āTrustā) to distribute the proceeds from Oriannaās sale of the remaining 15 SNFs, as well as the Trustās collections of Oriannaās accounts receivable portfolio. In January 2019, we reclassified our net investment in direct financing lease of $115.8 million from the Trust to other assets on our Consolidated Balance Sheets. For the period from January 16, 2019 through September 30, 2019, we received approximately $88 million from the Trust as a partial liquidation. No liquidation proceeds were received during the three months ended September 30, 2019. ā In March 2019, we received updated information from the Trust indicating diminished collectability of the accounts receivable owed to us. As a result, we recorded an additional $7.7 million allowance during the three months ended March 31, 2019, reducing our remaining receivable from the Trust to approximately $21.1 million as of March 31, 2019. As of September 30, 2019, our remaining receivable from the Trust is $19.1 million. As of September 30, 2019, the Trust was comprised of $19.5 million of cash and $3.0 million of net accounts receivable. We expect that the aggregate of such amounts will be used to pay estimated costs of $3.4 million to other creditors and to wind down the Trust, with the remainder paid to us. The amount payable to us is contingent upon the collection of the accounts receivable balances and the estimated costs to wind down the Trust. These amounts are estimated and remain subject to change. Such changes could be different than the currently estimated amounts and such differences could have a material impact on our financial statements. |
MORTGAGE NOTES RECEIVABLE
MORTGAGE NOTES RECEIVABLE | 9 Months Ended |
Sep. 30, 2019 | |
Mortgage Notes Receivable [Abstract] | |
MORTGAGE NOTES RECEIVABLE | NOTE 4 ā MORTGAGE NOTES RECEIVABLE As of September 30, 2019, mortgage notes receivable relate to eight fixed rate mortgage notes on 52 facilities. The mortgage notes are secured by first mortgage liens on the borrowersā underlying real estate and personal property. The mortgage notes receivable relate to facilities located in eight states that are operated by seven independent healthcare operating companies. We monitor compliance with mortgages and when necessary have initiated collection, foreclosure and other proceedings with respect to certain outstanding mortgage notes. Mortgage interest income is recognized as earned over the terms of the related mortgage notes, typically using the effective yield method. Allowances are provided against earned revenues from mortgage interest when collection of amounts due becomes questionable or when negotiations for restructurings of troubled operators lead to lower expectations regarding ultimate collection. When collection is uncertain, mortgage interest income on impaired mortgage loans is recognized as received after taking into account the application of security deposits. The principal amounts outstanding of mortgage notes receivable, net of allowances, were as follows: ā ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2019 2018 ā ā (in thousands) ā Mortgage note due 2027; interest at 10.39% ā $ 112,500 ā $ 112,500 ā Mortgage notes due 2029; interest at 10.08% (1) ā 520,983 ā 537,515 ā Other mortgage notes outstanding (2) ā 150,172 ā 65,748 ā Mortgage notes receivable, gross ā 783,655 ā 715,763 ā Allowance for loss on mortgage notes receivable (3) ā (4,905) ā (4,905) ā Total mortgages ā net ā $ 778,750 ā $ 710,858 ā (1) Approximates the weighted average interest rate on 35 facilities as of September 30, 2019. Two notes totaling approximately $31.0 million are construction mortgages maturing in 2019 . The remaining loan balance matures in 2029 . (2) Other mortgages outstanding have a weighted average interest rate of 9.27% per annum as of September 30, 2019 and maturity dates through 2028 . (3) The allowance for loss on mortgage notes receivable relates to one mortgage with an operator. The net carrying value and fair value of the mortgage note receivable is approximately $1.5 million at September 30, 2019 and December 31, 2018. ā |
OTHER INVESTMENTS
OTHER INVESTMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Other Investments [Abstract] | |
OTHER INVESTMENTS | NOTE 5 ā OTHER INVESTMENTS A summary of our other investments is as follows: ā ā ā ā ā ā ā ā ā September 30, December 31, ā ā 2019 2018 ā ā ā (in thousands) ā Other investment note due 2019 ā $ ā ā $ 131,452 ā Other investment notes due 2021; interest at 13.09% (1) ā 75,534 ā 71,036 ā Other investment notes due 2023; interest at 7.32% (1) ā 65,000 ā 65,000 ā Other investment note due 2023; interest at 12.00% ā 54,648 ā 59,454 ā Other investment notes due 2024-2025; interest at 8.12% (1) ā 56,987 ā 46,287 ā Other investment note due 2018-2022 ā ā ā ā ā 40,242 ā Other investment notes outstanding (2) ā 149,986 ā 91,155 ā Total other investments ā $ 402,155 ā $ 504,626 ā (1) Approximate weighted average interest rate as of September 30, 2019. (2) Other investment notes have a weighted average interest rate of 8.14% as of September 30, 2019 and maturity dates through 2029 . ā Other investment notes due 2018-2022 In March 2018, we agreed to provide senior secured superpriority DIP financing to Orianna consisting of a $14.2 million term loan and a $15.8 million revolving credit facility. The DIP financing was secured by a security interest in and liens on substantially all of Oriannaās existing and future real and personal property. The $14.2 million term loan bore interest at 1-month LIBOR plus 5.5% per annum and matured on September 30, 2018. The $15.8 million revolving credit facility bore interest at 1-month LIBOR plus 9.0% per annum and matured on September 30, 2018. As of December 31, 2018, approximately $14.2 million was outstanding on this term loan and $10.8 million was outstanding on this revolving credit facility. In January 2019, Orianna repaid the DIP financing and permanently terminated our commitment under the DIP. ā In May 2017, we provided Orianna an $18.8 million maximum borrowing secured revolving working capital loan that bore interest at 9% per annum (with one-half (1/2) of all accrued interest to be paid-in-kind and added to the loan balance) and was to mature on April 30, 2022. This revolving working capital loan bore a default rate of 5% per annum. As of December 31, 2018, approximately $15.2 million was outstanding on this revolving working capital loan. In January 2019, Orianna settled this secured revolving working capital loan. Other investment note due 2019 On September 28, 2018, we provided a $131.3 million secured term loan to an unrelated third party. The loan was secured by a collateral assignment of mortgages covering seven SNFs, three independent living facilities and one ALF. The loan bore interest at 9.35% per annum and matured on May 31, 2019. The loan required monthly interest payments with the principal balance due at maturity. The borrower used the proceeds to repay existing indebtedness and pay a one-time distribution to its equity holders. In connection with this loan, we incurred approximately $0.4 million of origination costs which were deferred and recognized over the term of the loan. On May 31, 2019, we acquired these facilities located in Pennsylvania (9) and Virginia (2) via a deed-in-lieu of foreclosure and subsequently leased the facilities to an existing operator of the Company. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 9 Months Ended |
Sep. 30, 2019 | |
Variable Interest Entities [Abstract] | |
VARIABLE INTEREST ENTITIES | NOTE 6 ā VARIABLE INTEREST ENTITIES As of September 30, 2019 and December 31, 2018, Agemo Holdings LLC (āAgemoā; formerly Signature Healthcare) is a VIE. Below is a summary of our assets and collateral associated with this operator as of September 30, 2019 and December 31, 2018: ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2019 ā 2018 ā ā ā (in thousands) Assets ā ā ā ā ā ā Real estate investments ā net ā $ 404,881 ā $ 413,396 Other investments ā ā 56,987 ā 46,287 Contractual receivables ā ā 17,972 ā 18,017 Straight-line rent receivables ā ā 43,430 ā 34,203 Lease inducement ā ā 5,737 ā ā 2,362 Above market lease ā ā ā ā 2 Subtotal ā ā 529,007 ā 514,267 ā ā ā ā ā ā ā Collateral ā ā ā Letters of credit ā ā (9,253) ā (9,253) Personal guarantee ā ā (8,000) ā (15,000) Other collateral ā ā (404,881) ā (413,396) Subtotal ā ā (422,134) ā (437,649) ā ā ā ā ā ā ā Maximum exposure to loss ā $ 106,873 ā $ 76,618 ā In determining our maximum exposure to loss from the VIE, we considered the underlying value of the real estate subject to leases with the operator and other collateral, if any, supporting our other investments, which may include accounts receivable, security deposits, letters of credit or personal guarantees, if any. See Note 16 ā Commitments and Contingencies, regarding our commitment to provide capital expenditure funding to our operators which includes Agemo. ā The table below reflects our total revenues from Agemo for the three and nine months ended September 30, 2019 and 2018: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended Nine Months Ended ā ā September 30, ā September 30, ā ā 2019 ā ā 2018 ā 2019 ā ā 2018 ā ā ā (in thousands) Revenue ā ā ā ā ā Rental income ā $ 15,145 ā $ 14,810 ā $ 45,473 ā $ 44,520 Other investment income ā 1,168 ā 973 ā 3,295 ā 2,521 Total (1) ā $ 16,313 ā $ 15,783 ā $ 48,768 ā $ 47,041 (1) For the three months ended September 30, 2019 and 2018, we received cash rental income and other investment income from Agemo of approximately $13.5 million and $12.9 million, respectively. For the nine months ended September 30, 2019 and 2018, we received cash rental income and other investment income from Agemo of approximately $39.7 million and $41.0 million, respectively. ā |
INVESTMENTS IN JOINT VENTURES
INVESTMENTS IN JOINT VENTURES | 9 Months Ended |
Sep. 30, 2019 | |
Investments in Joint Ventures [Abstract] | |
INVESTMENTS IN JOINT VENTURES | NOTE 7 ā INVESTMENTS IN JOINT VENTURES Consolidated Joint Venture In February 2019, we entered into a joint venture to construct a 100,000 square foot medical office building in Lakeway, Texas with an estimated initial construction budget of approximately $36 million. The Company owns 90% of the venture with the remaining 10% owned by outside investors. During the first quarter of 2019, this consolidated joint venture acquired a parcel of land for approximately $3.6 million. ā Unconsolidated Joint Ventures Lakeway Partnership On May 17, 2019, in connection with the MedEquities Merger, we acquired a 51% ownership interest in Lakeway Realty, L.L.C. (the āLakeway Partnershipā), a joint venture that owns the Lakeway Regional Medical Center (the āLakeway Hospitalā). The other 49% interest is owned indirectly by a physicians group and a non-physician investor. The Lakeway Hospital is an acute care hospital located in Lakeway, Texas. The Lakeway Partnership is also a lessor under a ground lease for a medical office building which is part of the Lakeway Hospital campus. On the merger date, the Companyās ownership interest in the Lakeway Partnership had a fair value of approximately $73.8 million. Our investment in the Lakeway Partnership consists primarily of real estate. We estimated the fair value of the underlying real estate considering the lesseesā purchase option (Level 1) which is discussed in more detail below, third-party appraisals and discounted cash flows associated with the ground lease (Level 3). Our initial basis difference of approximately $69.9 million is being amortized on a straight-line basis over 40 years to income (loss) from unconsolidated joint ventures in the accompanying Consolidated Statements of Operations. We account for our investment in this joint venture using the equity method. The accounting policies for this unconsolidated joint venture are the same as those of the Company. The Company also acquired a first mortgage lien issued to Lakeway Partnership in the original principal amount of approximately $73.0 million bearing interest at 8% per annum based on a 25-year amortization schedule and maturing on March 20, 2025. We have determined the acquisition date fair value of the acquired mortgage is $69.1 million. We receive a monthly administrative fee of $5,000 from this joint venture for accounting services which is included in miscellaneous income in the accompanying Consolidated Statements of Operations. The Lakeway Hospital is leased pursuant to a triple-net lease to Scott & White Hospital ā Round Rock (the āBaylor Lesseeā), with Baylor University Medical Center (āBUMCā) as guarantor. These entities are part of the Baylor Scott & White Health system. The lease provides that, commencing after completion of the third year of the lease (effective September 1, 2019) and subject to certain conditions, the Baylor Lessee has the option to purchase the Lakeway Hospital at a price equal to the aggregate base rent payable under the lease for the 12-month period following the date of the written notice from the Baylor Lessee to exercise the purchase option divided by (i) 6.5% if written notice is provided after completion of the third lease year and before completion of the tenth lease year or (ii) 7.0% if written notice is provided any time thereafter. In addition, the Baylor Lessee has a right of first refusal and a right of first offer in the event that the joint venture intends to sell or otherwise transfer Lakeway Hospital. Second Spring Healthcare Investments On November 1, 2016, we invested approximately $50.0 million for an approximate 15% ownership interest in a joint venture operating as Second Spring Healthcare Investments. The other approximate 85% interest is owned by affiliates of Lindsey Goldberg LLC. We account for our investment in this joint venture using the equity method. On November 1, 2016, the joint venture acquired 64 SNFs for approximately $1.1 billion and leased them to Genesis Healthcare, Inc. (āGenesisā). During the third quarter of 2019, the joint venture sold 14 SNFs subject to an operating lease for approximately $311.8 million in net cash proceeds and recognized a gain on sale of approximately $64.0 million. As of September 30, 2019, the joint venture has 37 SNFs subject to an operating lease with Genesis. We receive asset management fees from the joint venture for services provided. For the three months ended September 30, 2019 and 2018, we recognized approximately $0.2 million and $0.5 million, respectively, of asset management fees. For the nine months ended September 30, 2019 and 2018, we recognized $0.7 million and $1.5 million, respectively, of asset management fees. These fees are included in miscellaneous income in the accompanying Consolidated Statements of Operations. The accounting policies for this unconsolidated joint venture are the same as those of the Company. |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 9 Months Ended |
Sep. 30, 2019 | |
Assets Held for Sale [Abstract] | |
ASSETS HELD FOR SALE | NOTE 8 ā ASSETS HELD FOR SALE The following is a summary of our assets held for sale: ā ā ā ā ā ā ā Properties Held For Sale ā Number of Net Book Value ā ā Properties ā (in thousands) December 31, 2018 3 ā $ 989 Properties sold (1) (1) ā ā (344) March 31, 2019 2 ā ā 645 Properties other (1) (1) ā ā (323) Properties added 3 ā ā 4,284 June 30, 2019 4 ā ā 4,606 Properties sold (1) (3) ā ā (4,284) Properties added 3 ā ā 1,859 September 30, 2019 (2) ā 4 ā $ 2,181 (1) In the first quarter of 2019, we sold one facility for approximately $0.4 million in net cash proceeds recognizing a net gain on sale of approximately $3,000 . In the second quarter of 2019, facility was no longer considered held for sale and was reclassified to leased property at its net book value. In the third quarter of 2019, we sold three facilities for approximately million. (2) We plan to sell the facilities classified as assets held for sale at September 30, 2019 within the next twelve months. |
INTANGIBLES
INTANGIBLES | 9 Months Ended |
Sep. 30, 2019 | |
Intangibles [Abstract] | |
INTANGIBLES | NOTE 9 ā INTANGIBLES The following is a summary of our intangibles as of September 30, 2019 and December 31, 2018: ā ā ā ā ā ā ā ā ā September 30, December 31, ā ā 2019 ā 2018 ā ā ā (in thousands) ā Assets: ā ā ā ā Goodwill ā $ 643,456 ā $ 643,950 ā ā ā ā ā ā ā ā ā Above market leases ā $ 49,240 ā $ 22,410 ā Accumulated amortization ā (20,507) (19,203) ā Net intangible assets ā $ 28,733 ā $ 3,207 ā ā ā ā ā ā ā ā ā Liabilities: ā ā ā ā Below market leases ā $ 147,472 ā $ 143,669 ā Accumulated amortization ā (85,203) (79,226) ā Net intangible liabilities ā $ 62,269 ā $ 64,443 ā ā Above market leases, net of accumulated amortization, are included in other assets on our Consolidated Balance Sheets. Below market leases, net of accumulated amortization, are included in accrued expenses and other liabilities on our Consolidated Balance Sheets. The net amortization related to the above and below market leases is included in our Consolidated Statements of Operations as an adjustment to rental income. As disclosed in Note 2 ā Properties and Investments, certain above market lease assets and below market lease liabilities acquired in the MedEquities Merger are subject to further adjustment pending completion of the purchase accounting. For the three months ended September 30, 2019 and 2018, our net amortization related to intangibles was $1.3 million and $2.2 million, respectively. For the nine months ended September 30, 2019 and 2018, our net amortization related to intangibles was $4.7 million and $7.5 million, respectively. The estimated net amortization related to these intangibles for the remainder of 2019 and the subsequent four years is as follows: remainder of 2019 ā $1.2 million; 2020 ā $4.9 million; 2021 ā $4.7 million; 2022ā $4.4 million and 2023 ā $4.2 million. As of September 30, 2019, the weighted average remaining amortization period of above market lease assets and below market lease liabilities is approximately 11 years and nine years, respectively. The following is a summary of our goodwill as of September 30, 2019: ā ā ā ā ā (in thousands) Balance as of December 31, 2018 ā $ 643,950 Less: foreign currency translation ā (494) Balance as of September 30, 2019 ā $ 643,456 ā |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 9 Months Ended |
Sep. 30, 2019 | |
Concentration of Risk [Abstract] | |
CONCENTRATION OF RISK | NOTE 10 ā CONCENTRATION OF RISK As of September 30, 2019, our portfolio of real estate investments consisted of 936 healthcare facilities, located in 40 states and the U.K. and operated by 73 third-party operators. Our investment in these facilities, net of impairments and allowances, totaled approximately $9.1 billion at September 30, 2019, with approximately 97% of our real estate investments related to long-term care facilities. Our portfolio is made up of 736 SNFs, 114 ALFs, 28 specialty facilities, two medical office buildings, fixed rate mortgages on 46 SNFs, two ALFs and four specialty facilities and four facilities that are held for sale. At September 30, 2019, we also held other investments of approximately $402.2 million, consisting primarily of secured loans to third-party operators of our facilities and $96.8 million of investments in two unconsolidated joint ventures. At September 30, 2019, we had investments with one operator/or manager that exceeded 10% of our total investments: Ciena Healthcare (āCienaā). Ciena also generated approximately 11% of our total revenues for the three and nine months ended September 30, 2019. Ciena generated approximately 10% of our total revenues for the three and nine months ended September 30, 2018. At September 30, 2019, the three states in which we had our highest concentration of investments were Texas (11%), Florida (10%) and Michigan (7%). ā |
STOCKHOLDERS'_OWNERS' EQUITY
STOCKHOLDERS'/OWNERS' EQUITY | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' / Owners' Equity [Abstract] | |
STOCKHOLDERS'/OWNERS' EQUITY | NOTE 11 ā STOCKHOLDERSā/OWNERSā EQUITY Forward Equity Sales Agreement ā In connection with a $300 million underwritten public offering, we entered into a forward equity sales agreement on September 9, 2019 to sell 7.5 million shares of our common stock at an initial net price of $40.01 per share, after underwriting discounts and commissions, on one or more settlement dates to be selected by the Company no later than September 10, 2020. The Company expects to settle the forward equity sales agreement entirely by the physical delivery of shares of common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the forward equity sales agreement subject to certain conditions. The forward sale price that the Company will receive upon settlement of the agreement is calculated based on the forward sale price as adjusted for a floating interest rate factor and other fixed amounts based on the passage of time, as specified in the forward equity sales agreement. At September 30, 2019, no shares have been issued under the forward equity sales agreement. ā Dividends ā The Board of Directors has declared common stock dividends as set forth below: ā ā ā ā ā ā Record ā Payment ā Dividend per Date Date Common Share January 31, 2019 ā February 15, 2019 ā $ 0.66 April 30, 2019 ā May 15, 2019 ā $ 0.66 July 31, 2019 ā August 15, 2019 ā $ 0.66 October 31, 2019 ā November 15, 2019 ā $ 0.67 ā On the same dates listed above, Omega OP Unit holders received the same distributions per unit as those paid to the common stockholders of Omega. $500 Million Equity Shelf Program For the three months ended September 30, 2019, we issued 0.1 million shares of our common stock at an average price of $33.91, net of issuance costs, generating net proceeds of $4.2 million under our $500 million Equity Shelf Program. For the three months ended September 30, 2018, no shares of our common stock were issued under our $500 million Equity Shelf Program. For the nine months ended September 30, 2019 and 2018, we issued 3.1 million and 0.9 million, respectively, shares of our common stock at an average price of $34.78 and $29.82 per share, respectively, net of issuance costs, generating net proceeds of $107.0 million and $27.2 million, respectively, under our $500 million Equity Shelf Program. Dividend Reinvestment and Common Stock Purchase Plan For the three months ended September 30, 2019 and 2018, we issued approximately 1.0 million and 0.3 million, respectively, shares of our common stock at an average price of $37.87 and $31.82 per share, respectively, through our Dividend Reinvestment and Common Stock Purchase Plan for gross proceeds of approximately $37.7 million and $9.9 million, respectively. For the nine months ended September 30, 2019 and 2018, we issued approximately 2.5 million and 1.3 million, respectively, shares of our common stock at an average price of $37.06 and $29.36 per share, respectively, through our Dividend Reinvestment and Common Stock Purchase Plan for gross proceeds of approximately $91.8 million and $36.9 million, respectively. Accumulated Other Comprehensive Loss The following is a summary of our accumulated other comprehensive loss, net of tax where applicable: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā As of and for the As of and for the ā ā ā Three Months Ended ā Nine Months Ended ā ā ā September 30, ā September 30, ā ā 2019 2018 2019 2018 ā ā (in thousands) ā Foreign Currency Translation: ā ā ā ā ā ā Beginning balance ā $ (49,715) ā $ (35,417) ā $ (47,704) ā $ (26,033) ā Translation loss ā (12,015) ā (5,165) ā (13,857) ā (14,542) ā Realized gain (loss) ā 23 ā 27 ā (146) ā 20 ā Ending balance ā (61,707) ā (40,555) ā (61,707) ā (40,555) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Derivative Instruments: ā ā ā ā ā ā ā ā ā Cash flow hedges: ā ā ā ā ā ā ā ā ā Beginning balance ā (4,093) ā 7,739 ā 3,994 ā 1,463 ā Unrealized (loss) gain ā (26) ā 1,144 ā (8,765) ā 7,726 ā Realized gain (loss) (1) ā 195 ā 52 ā 847 ā ā (254) ā Ending balance ā (3,924) ā 8,935 ā (3,924) ā 8,935 ā Net investment hedge: ā ā ā ā ā ā ā ā ā Beginning balance ā 790 ā (3,970) ā 70 ā (7,070) ā Unrealized gain ā 4,040 ā 1,620 ā 4,760 ā 4,720 ā Ending balance ā 4,830 ā (2,350) ā 4,830 ā (2,350) ā Total accumulated other comprehensive loss for Omega OP (2) ā (60,801) ā (33,970) ā (60,801) ā (33,970) ā Add: portion included in noncontrolling interest ā 2,529 ā 1,588 ā 2,529 ā 1,588 ā Total accumulated other comprehensive loss for Omega ā $ (58,272) ā $ (32,382) ā $ (58,272) ā $ (32,382) ā (1) Recorded in interest expense on the Consolidated Statements of Operations. (2) These amounts are included in Ownersā Equity. ā |
TAXES
TAXES | 9 Months Ended |
Sep. 30, 2019 | |
Taxes [Abstract] | |
TAXES | NOTE 12 ā TAXES Omega is a REIT for United States federal income tax purposes, and Omega OP is a pass through entity for United States federal income tax purposes. Since our inception, Omega has elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code (āCodeā). A REIT is generally not subject to federal income tax on that portion of its REIT taxable income which is distributed to its stockholders, provided that at least 90% of such taxable income is distributed each tax year and certain other requirements are met, including asset and income tests. So long as we qualify as a REIT under the Code, we generally will not be subject to federal income taxes on the REIT taxable income that we distribute to stockholders, subject to certain exceptions. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income taxes on its taxable income at regular corporate rates and dividends paid to our stockholders will not be deductible by us in computing taxable income. Further, we would not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which qualification is denied, unless the Internal Revenue Service grants us relief under certain statutory provisions. Failing to qualify as a REIT could materially and adversely affect the Companyās net income; however, we believe we are organized and operate in such a manner as to qualify for treatment as a REIT. We test our compliance within the REIT taxation rules to ensure that we are in compliance with the REIT rules on a quarterly and annual basis. We review our distributions and projected distributions each year to ensure we have met and will continue to meet the annual REIT distribution requirements. In 2019, we expect to pay dividends in excess of our taxable income. Subject to the limitation under the REIT asset test rules, we are permitted to own up to 100% of the stock of one or more taxable REIT subsidiaries (āTRSsā). We have elected for three of our active subsidiaries to be treated as TRSs. Two of our TRSs are domestic and are subject to federal, state and local income taxes at the applicable corporate rates and the other is subject to foreign income taxes. As of September 30, 2019, one of our domestic TRSs had a net operating loss carry-forward of approximately $5.7 million. The loss carry-forward is fully reserved as of September 30, 2019, with a valuation allowance due to uncertainties regarding realization. Our net operating loss carryforwards will be carried forward for no more than 20 years, subject to certain limitations. In connection with the MedEquities Merger on May 17, 2019, we acquired MedEquities Realty TRS, LLC. MedEquities Realty TRS, LLC has no assets, liabilities, revenues or expenses and, accordingly, we have no tax accrual or net operating loss carryforward associated with this entity as of September 30, 2019. ā For the three months ended September 30, 2019 and 2018, we recorded approximately $0.3 million and $0.2 million, respectively, of state and local income tax provisions. For the nine months ended September 30, 2019 and 2018, we recorded approximately $0.7 million and $0.6 million, respectively, of state and local income tax provisions. For the three months ended September 30, 2019 and 2018, we recorded approximately $0.2 million and $0.6 million, respectively, of tax provisions for foreign income taxes. For the nine months ended September 30, 2019 and 2018, we recorded approximately $1.3 million and $1.6 million, respectively, of tax provisions for foreign income taxes. The expenses were included in income tax expense on our Consolidated Statements of Operations. ā |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2019 | |
Stock-Based Compensation [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 13 ā STOCK-BASED COMPENSATION The following is a summary of our stock-based compensation expense for the three and nine months ended September 30, 2019 and 2018, respectively: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended Nine Months Ended ā September 30, September 30, ā 2019 2018 2019 2018 ā (in thousands) Stock-based compensation expense $ 2,921 $ 3,962 $ 11,031 $ 12,107 ā Time Based Restricted Equity Awards Time-based restricted equity awards include restricted stock, restricted stock units (āRSUsā) and profit interest units. These awards are subject to forfeiture if the holderās service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of service or a change in control of the Company. Prior to vesting, ownership of the shares/units cannot be transferred. Restricted stock has the same dividend and voting rights as our common stock. RSUs accrue dividend equivalents but have no voting rights. Profit interest units accrue distributions, which are equivalent to dividend equivalents, but have no voting rights. Once vested, each RSU is convertible into one share of Omega common stock and each profit interest unit is convertible into one partnership unit in Omega OP (āOmega OP Unitā), subject to certain conditions. Restricted stock and RSUs are valued at the price of our common stock on the date of grant. The profit interest units are valued using a Monte Carlo model to estimate the fair value. We expense the cost of these awards ratably over their vesting period. We awarded 34,672 RSUs and 91,992 profit interest units to employees on January 1, 2019. Performance-Based Restricted Equity Awards Performance-based restricted equity awards include performance restricted stock units (āPRSUsā) and profit interest units. Performance restricted stock units (āPRSUsā) and profit interest units are subject to forfeiture if the performance requirements are not achieved or if the holderās service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. The PRSUs and the profit interest units have varying degrees of performance requirements to achieve vesting, and each PRSU and profit interest unit award represents the right to a variable number of shares of common stock or partnership units. Each profit interest unit once earned and vested is convertible into one Omega OP Unit in Omega OP, subject to certain conditions. The vesting requirements are based on either the (i) total shareholder return (āTSRā) of Omega or (ii) Omegaās TSR relative to other real estate investment trusts in the FTSE NAREIT Equity Health Care Index. Vesting, in general, requires that the employee remain employed by us until the date specified in the applicable PRSU or profit interest unit agreement, which may be later than the date that the TSR or Relative TSR requirements are satisfied. We expense the cost of these awards ratably over their service period. Prior to vesting and the distribution of shares or profit interest units, ownership of the PRSUs or profit interest units cannot be transferred. Dividends on the PRSUs are accrued and only paid to the extent the applicable performance requirements are met. While each profit interest unit is unearned, the employee receives a partnership distribution equal to 10% of the quarterly approved regular periodic distributions per Omega OP Unit. The remaining partnership distributions (which in the case of normal periodic distributions is equal to the total approved quarterly dividend on Omegaās common stock) on the profit interest unit accumulate, and if the profit interest unit is earned, the accumulated distributions are paid. The number of shares or units earned under the TSR PRSUs or profit interest units depends generally on the level of achievement of Omegaās TSR over the indicated performance period. We awarded 133,887 TSR PRSUs and 377,766 TSR profit interest units to employees on January 1, 2019. The number of shares or units earned under the Relative TSR PRSUs or profit interest units depends generally on the level of achievement of Omegaās TSR relative to other real estate investment trusts in the FTSE NAREIT Equity Health Care Index TSR over the performance period indicated. We awarded 79,844 Relative TSR PRSUs and 231,087 Relative TSR profit interest units to employees on January 1, 2019. |
BORROWING ACTIVITIES AND ARRANG
BORROWING ACTIVITIES AND ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Borrowing Activities and Arrangements [Abstract] | |
BORROWING ACTIVITIES AND ARRANGEMENTS | NOTE 14 ā BORROWING ACTIVITIES AND ARRANGEMENTS The following is a summary of our borrowings: ā ā ā ā ā ā ā ā ā ā ā ā ā ā Annual ā ā ā ā ā ā ā ā ā Interest Rate ā ā ā ā ā ā ā ā ā ā ā as of ā ā ā ā ā ā ā ā ā ā ā September 30, ā September 30, ā December 31, ā ā Maturity 2019 2019 2018 ā ā ā ā (in thousands) ā Secured borrowings: ā ā ā Term loan (1) 2021 5.25 % $ 2,275 ā $ ā ā ā ā ā ā ā ā ā ā ā ā ā ā Unsecured borrowings: ā ā ā Revolving line of credit 2021 ā % ā ā 313,000 ā ā ā ā ā ā ā ā ā ā ā ā ā U.S. term loan 2022 3.49 % 350,000 ā 425,000 ā Sterling term loan (2) 2022 2.17 % 123,230 ā 127,990 ā Omega OP term loan (3) 2022 3.29 % 75,000 ā 100,000 ā 2015 term loan 2022 3.80 % 250,000 ā 250,000 ā Deferred financing costs ā net (4) ā (3,367) ā (4,264) ā Total term loans ā net ā 794,863 ā 898,726 ā ā ā ā ā ā ā ā ā ā ā ā ā 2023 notes 2023 4.375 % 700,000 ā 700,000 ā 2024 notes 2024 4.950 % 400,000 ā 400,000 ā 2025 notes 2025 4.500 % 400,000 ā 400,000 ā 2026 notes 2026 5.250 % 600,000 ā 600,000 ā 2027 notes 2027 4.500 % 700,000 ā 700,000 ā 2028 notes 2028 4.750 % 550,000 ā 550,000 ā 2029 notes 2029 3.625 % 500,000 ā ā ā Subordinated debt 2021 9.000 % 20,000 ā 20,000 ā Discount ā net ā (23,864) ā (18,523) ā Deferred financing costs ā net ā (24,021) ā (22,581) ā Total senior notes and other unsecured borrowings ā net ā 3,822,115 ā 3,328,896 ā ā ā ā ā ā ā ā ā ā ā ā ā Total unsecured borrowings ā net ā 4,616,978 ā 4,540,622 ā ā ā ā ā ā ā ā ā ā ā ā ā Total secured and unsecured borrowings ā net (5) ā $ 4,619,253 ā $ 4,540,622 ā (1) This borrowing is the debt of a consolidated joint venture. (2) This borrowing is denominated in British Pounds Sterling. (3) Omega OP is the obligor on this borrowing. (4) The amount includes $0.4 million of net deferred financing costs related to the Omega OP term loan as of September 30, 2019. (5) All borrowings are direct borrowings of Omega unless otherwise noted. ā $500 Million 3.625% Senior Notes due 2029 On September 20, 2019, we issued $500 million aggregate principal amount of our 3.625% Senior Notes due 2029 (the ā2029 Notesā). The 2029 Notes were sold at an issue price of 98.542% of their face value before the underwritersā discount. Our net proceeds from the offering, after deducting underwriting discounts and expenses, were approximately $487.8 million. and for general corporate purposes. ā 2017 Omega OP Term Loan Facility On May 25, 2017, Omega OP entered into a credit agreement (the ā2017 Omega OP Credit Agreementā) providing it with a $100 million senior unsecured term loan facility (the ā2017 Omega OP Term Loan Facilityā). The 2017 Omega OP Term Loan Facility bears interest at LIBOR plus an applicable percentage (with a range of 90 to 190 basis points) based on our ratings from Standard & Poorās, Moodyās and/or Fitch Ratings. The 2017 Omega OP Term Loan Facility matures on May 25, 2022. In September 2019, we used $25.0 million of proceeds from the 2029 Notes to repay borrowings under the 2017 Omega OP Term Loan Facility. At September 30, 2019, we had $75.0 million in outstanding borrowings under the facility. In connection with the MedEquities Merger on May 17, 2019, we assumed various interest rate swap contracts. We designated the interest rate swap contracts as cash flow hedges of interest rate risk associated with the 2017 Omega OP Credit Agreement. The assumed interest rate swap contracts effectively convert $75 million of our 2017 Omega OP Credit Agreement to an aggregate fixed rate of approximately 3.29% through February 10, 2022. The effective fixed rate achieved by the combination of the 2017 Omega OP Credit Agreement and the interest rate swaps could fluctuate up by 55 basis points or down by 45 basis points based on future changes to our credit ratings. The 2017 Omega OP Credit Agreement will be unhedged for the period after February 10, 2022 through its maturity on May 25, 2022. Other Debt Assumption and Repayment In connection with the MedEquities Merger on May 17, 2019, we assumed a $125.0 million term loan and outstanding borrowings of $160.1 million under MedEquitiesā previous revolving credit facility. We repaid the total outstanding balance on both the term loan and the revolving credit facility and terminated the related agreements on May 17, 2019. General Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of September 30, 2019 and December 31, 2018, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings. Omega OP, the guarantor of Parentās outstanding senior notes, does not directly own any substantive assets other than its interest in non-guarantor subsidiaries. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Financial Instruments [Abstract] | |
FINANCIAL INSTRUMENTS | NOTE 15 ā FINANCIAL INSTRUMENTS The net carrying amount of cash and cash equivalents, restricted cash, contractual receivables, other assets and accrued expenses and other liabilities reported in the Consolidated Balance Sheets approximates fair value because of the short maturity of these instruments (Level 1). At September 30, 2019 and December 31, 2018, the net carrying amounts and fair values of our other financial instruments were as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā September 30, 2019 ā December 31, 2018 ā Carrying Fair Carrying Fair ā Amount Value Amount Value ā ā (in thousands) Assets: ā ā ā ā ā ā ā ā ā ā ā ā Investments in direct financing leases ā net $ 11,711 ā $ 11,711 $ 132,262 $ 132,262 Mortgage notes receivable ā net ā 778,750 ā 811,626 ā 710,858 ā 735,892 Other investments ā net ā 402,155 ā 392,930 ā 504,626 ā 503,907 Total ā $ 1,192,616 ā $ 1,216,267 ā $ 1,347,746 ā $ 1,372,061 Liabilities: ā ā ā ā Revolving line of credit ā $ ā ā $ ā ā $ 313,000 ā $ 313,000 Secured borrowing ā ā 2,275 ā ā 2,275 ā ā ā ā ā ā U.S. term loan ā 348,490 ā 350,000 ā 423,065 ā 425,000 Sterling term loan ā 122,765 ā 123,230 ā 127,394 ā 127,990 Omega OP term loan (1) ā 74,651 ā 75,000 ā 99,553 ā 100,000 2015 term loan ā 248,957 ā 250,000 ā 248,713 ā 250,000 4.375% notes due 2023 ā net ā 695,520 ā 740,957 ā 694,643 ā 700,062 4.95% notes due 2024 ā net ā 395,450 ā 433,415 ā 394,691 ā 406,386 4.50% notes due 2025 ā net ā 395,972 ā 423,426 ā 395,402 ā 392,122 5.25% notes due 2026 ā net ā 595,556 ā 661,416 ā 595,027 ā 605,700 4.50% notes due 2027 ā net ā 689,079 ā 748,578 ā 687,981 ā 671,555 4.75% notes due 2028 ā net ā 541,639 ā 597,347 ā 540,883 ā 537,508 3.625% notes due 2029 ā net ā ā 488,703 ā ā 497,924 ā ā ā ā ā ā Subordinated debt ā net ā 20,196 ā 22,686 ā 20,270 ā 22,589 Total ā $ 4,619,253 ā $ 4,926,254 ā $ 4,540,622 ā $ 4,551,912 (1) This amount represents a borrowing that was incurred by Omega OP. Fair value estimates are subjective in nature and are dependent on a number of important assumptions, including estimates of future cash flows, risks, discount rates and relevant comparable market information associated with each financial instrument (see Note 2 ā Summary of Significant Accounting Policies in our Annual Report on Form 10-K The following methods and assumptions were used in estimating fair value disclosures for financial instruments. ā Direct financing leases: The fair value of the investments in direct financing leases are estimated using a discounted cash flow analysis, using interest rates being offered for similar leases to borrowers with similar credit ratings (Level 3). For the Orianna direct financing lease as of December 31, 2018, the Company estimated the fair value of its investment based on the expected liquidating payments from the Trust as further described in Note 3 ā Direct Financing Leases (Level 3). ā Mortgage notes receivable: The fair value of the mortgage notes receivables are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3). ā Other investments: Other investments are primarily comprised of notes receivable. The fair values of notes receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3). ā Revolving line of credit, secured borrowing and term loans: The fair value of our borrowings under variable rate agreements are estimated using a present value technique based on expected cash flows discounted using the current market rates (Level 3). ā Senior notes and subordinated debt: The fair value of our borrowings under fixed rate agreements are estimated using a present value technique based on inputs from trading activity provided by a third-party (Level 2). ā |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16 ā COMMITMENTS AND CONTINGENCIES Litigation On November 16, 2017, a purported securities class action complaint captioned Dror Gronich v. Omega Healthcare Investors, Inc., C. Taylor Pickett, Robert O. Stephenson, and Daniel J. Booth Steve Klein v. Omega Healthcare Investors, Inc., C. Taylor Pickett, Robert O. Stephenson, and Daniel J. Booth Pursuant to a Scheduling Order entered by the Court, lead plaintiff Setzer and additional plaintiff Earl Holtzman filed a Consolidated Amended Class Action Complaint on May 25, 2018 (the āSecurities Class Actionā). The Securities Class Action purports to be a class action brought on behalf of shareholders who acquired the Companyās securities between May 3, 2017 and October 31, 2017. The Securities Class Action alleges that the defendants violated the Securities Exchange Act of 1934, as amended (the āExchange Actā), by making materially false and/or misleading statements, and by failing to disclose material adverse facts about the Companyās business, operations, and prospects, including the financial and operating results of one of the Companyās operators, the ability of such operator to make timely rent payments, and the impairment of certain of the Companyās leases and the uncollectibility of certain receivables. The Securities Class Action, which purports to assert claims for violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, as well as Section 20(a) of the Exchange Act, seeks an unspecified amount of monetary damages, interest, fees and expenses of attorneys and experts, and other relief. The Company and the officers named in the Securities Class Action filed a Motion to Dismiss on July 17, 2018 and the Court heard Oral Argument on February 13, 2019. On March 25, 2019, the Court entered an order dismissing with prejudice all claims against all defendants. Plaintiffs have appealed the order to the United States Court of Appeals for the Second Circuit. The appeal is fully briefed, and oral argument is scheduled for November 13, 2019. The Board of Directors received a demand letter, dated April 9, 2018, from an attorney representing Phillip Swan (āSwanā), a purported current shareholder of the Company, relating to the subject matter covered by the Securities Class Action (the āSwan Shareholder Demandā). The letter demanded that the Board of Directors conduct an investigation into the statements and other matters at issue in the Securities Class Action and commence legal proceedings against each party identified as being responsible for the alleged activities. After an investigation and due consideration, and in the exercise of its business judgment, the Board determined that it is not in the best interests of the Company to commence litigation against any current or former officers or directors based on the matters raised in the Swan Shareholder Demand. In November 2018, the Board also received shareholder demands from two additional purported shareholders, Tom Bradley (āBradleyā) and Sarah Smith (āSmithā), each represented by the same counsel as Swan, that were substantively identical to the Swan Shareholder Demand (the āBradley/Smith Shareholder Demandsā). The Board reached the same conclusion with respect to those demands as it reached with the Swan Shareholder Demand. On August 22, 2018, Stourbridge Investments LLC, a purported stockholder of the Company, filed a derivative action purportedly on behalf of the Company in the United States District Court for the Southern District of New York against the current directors of the Company as well as certain officers alleging violations of Section 14(a) of the Securities Exchange Act of 1934 and state-law claims including breach of fiduciary duty. Stourbridge Investments LLC v. Callen et al., On January 30, 2019, Swan filed a derivative action in the Baltimore City Circuit Court of Maryland, purportedly on behalf of the Company against certain current and former directors of the Company as well as certain officers, asserting claims for breach of fiduciary duty, waste of corporate assets and unjust enrichment. Swan v. Pickett, et al., Bradley and Smith v. Callen, et al. Swan Separately, four lawsuits were filed by purported stockholders of MedEquities against MedEquities and its directors challenging the proposed merger between MedEquities and the Company. Two of the lawsuits also named the Company as a defendant. Three of these actions have been dismissed, including both actions that named the Company as defendant. ā On February 21, 2019, a purported stockholder of MedEquities filed a lawsuit against MedEquities, members of the MedEquities board of directors, and the Company in the United States District Court for the District of Maryland. Brekka v. MedEquities Realty Trust, Inc., et al S-4 S-4 ā On February 22, 2019, another purported stockholder of MedEquities filed a derivative and class action lawsuit against MedEquities, members of the MedEquities board of directors, and the Company in the Circuit Court for Baltimore City, Maryland. Scarantino v. McRoberts et al S-4 . ā On March 17, 2019, a purported stockholder of MedEquities filed a class action lawsuit against MedEquities and members of the MedEquities board of directors in the United States District Court for the Middle District of Tennessee. Bushansky v. MedEquities Realty Trust, Inc., et al S-4 ā On March 29, 2019, a purported stockholder of MedEquities filed a class action lawsuit against MedEquities and members of the MedEquities board of directors in the Circuit Court of Maryland, Baltimore City, Maryland alleging, among other things, that MedEquities and members of the MedEquities board of directors breached their fiduciary duties by: (i) failing to fulfill their fiduciary oversight function; (ii) authorizing the filing of a materially incomplete and misleading proxy statement/prospectus; and (iii) authorizing, in the Amended and Restated Bylaws of MedEquities the enactment of an exclusive venue designation whereby the Circuit Court for Baltimore City, Maryland is the sole and exclusive forum for certain litigation against the company, or if that court does not have jurisdiction, the U.S. District Court for the District of Maryland, Baltimore Division (the āExclusive Venue Bylawā). Russell v. MedEquities Realty Trust, Inc., et al. ā The Company believes that the claims asserted against it in these lawsuits are without merit and intends to vigorously defend against them. ā Other ā In September 2016, MedEquities received a Civil Investigative Demand (āCIDā) from the U.S. Department of Justice (āDOJā), which indicates that it is conducting an investigation regarding alleged violations of the False Claims Act, Stark Law and Anti-Kickback Statute in connection with claims that may have been submitted to Medicare and other federal payors for services rendered to patients at Lakeway Hospital or by providers with financial relationships with Lakeway Hospital. As a result of the acquisition of MedEquities, the Company owns a 51% interest in an unconsolidated partnership that owns Lakeway Hospital (the āLakeway Partnershipā). The CID requested certain documents and information related to the acquisition and ownership of Lakeway Hospital through the Lakeway Partnership. The Company has learned that the DOJ is investigating MedEquitiesā conduct in connection with its investigation of financial relationships related to Lakeway Hospital, including allegations by the DOJ that these relationships violate and continue to violate the Anti-Kickback Statute and, as a result, related claims submitted to federal payors violated and continue to violate the False Claims Act. The Company is cooperating fully with the DOJ in connection with the CID and has produced all of the information that has been requested to date. ā The Company believes that the acquisition, ownership and leasing of Lakeway Hospital through the Lakeway Partnership was and is in compliance with all applicable laws. However, due to the uncertainties surrounding this matter and its ultimate outcome, we are unable to determine whether it is probable that any loss has been incurred. ā In addition, we are subject to various other legal proceedings, claims and other actions arising out of the normal course of business. While any legal proceeding or claim has an element of uncertainty, management believes that the outcome of each lawsuit, claim or legal proceeding that is pending or threatened, or all of them combined, will not have a material adverse effect on our consolidated financial position or results of operations. Indemnifications In connection with certain facility transitions, we provided certain operators with indemnifications. As of September 30, 2019, our maximum funding commitment under these indemnifications approximates $18.1 million. Claims against these indemnifications may occur within 18 months to 72 months of the transition date. These indemnifications were provided to these operators upon transition and would be utilized in the event that the prior operators do not perform under their transition agreements. The Company does not expect to fund a material amount under these indemnification agreements. Commitments We have committed to fund the construction of new leased and mortgaged facilities, capital improvements and other commitments. We expect the funding of these commitments to be completed over the next several years. Our remaining commitments at September 30, 2019, are outlined in the table below (in thousands): ā ā ā ā ā ā ā ā ā ā Total commitments $ 611,436 ā ā Amounts funded to date (1) ā (454,784) ā ā Remaining commitments ā $ 156,652 ā ā (1) Includes finance costs. ā |
EARNINGS PER SHARE_UNIT
EARNINGS PER SHARE/UNIT | 9 Months Ended |
Sep. 30, 2019 | |
Earnings per Share/Unit [Abstract] | |
EARNINGS PER SHARE/UNIT | NOTE 17 ā EARNINGS PER SHARE/UNIT The computation of basic earnings per share/unit (āEPSā or āEPUā) is computed by dividing net income available to common stockholders/Omega OP Unit holders by the weighted-average number of shares of common stock/Omega OP Units outstanding during the relevant period. Diluted EPS/EPU is computed using the treasury stock method, which is net income divided by the total weighted-average number of common outstanding shares/Omega OP Units plus the effect of dilutive common equivalent shares/units during the respective period. Dilutive common shares/Omega OP Units reflect the assumed issuance of additional common shares pursuant to certain of our share-based compensation plans, including restricted stock and profit interest units, performance restricted stock and profit interest units, the assumed issuance of additional shares related to Omega OP Units held by outside investors and the effect of our forward equity agreement. Dilutive Omega OP Units reflect the assumed issuance of additional Omega OP Units pursuant to certain of our share-based compensation plans, including, restricted stock and profit interest units, performance restricted stock and profit interest units and the effect of our forward equity agreement. In September 2019, the Company entered into forward equity sales agreement to sell up to an aggregate of 7.5 million shares of our common stock at an initial net price of $40.01 per share, after underwriting discounts and commissions, on one or more settlement dates to be selected by us no later than September 10, 2020. See Note 11 ā Stockholder/Ownersā Equity ā Forward Equity Sales Agreement. We expect to settle the forward equity sales agreement entirely by the physical delivery of shares of common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the forward equity sales agreement subject to certain conditions. The shares issuable upon settlement of the forward equity sales agreement are reflected in the diluted earnings per share calculations using the treasury stock method. Under this method, the number of the Companyās common shares used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of common shares that would be issued upon full physical settlement of the forward equity sales agreement over the number of common shares that could be purchased by the Company in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). If and when the Company physically or net share settles the forward equity sales agreement, the delivery of common shares would result in an increase in the number of shares outstanding and dilution to earnings per share. The following tables set forth the computation of basic and diluted earnings per share/unit: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Omega ā ā Three Months Ended Nine Months Ended ā ā September 30, September 30, ā ā 2019 2018 2019 2018 ā ā (in thousands, except per share amounts) ā Numerator: ā ā ā ā ā ā Net income ā $ 142,948 ā $ 59,062 ā $ 290,801 ā $ 228,981 ā Less: net income attributable to noncontrolling interests ā (4,208) ā (2,456) ā (9,218) ā (9,619) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Net income available to common stockholders/Omega OP Unit holders ā $ 138,740 ā $ 56,606 ā $ 281,583 ā $ 219,362 ā Denominator: ā ā ā ā ā Denominator for basic earnings per share ā 217,818 ā 200,910 ā 211,315 ā 199,773 ā Effect of dilutive securities: ā ā ā ā ā ā ā Common stock equivalents ā 1,754 ā 812 ā 1,678 ā 382 ā Net forward share contract ā ā 319 ā ā ā ā ā 106 ā ā ā ā Noncontrolling interest ā Omega OP Units ā 6,622 ā 8,715 ā 7,072 ā 8,750 ā Denominator for diluted earnings per share/unit ā 226,513 ā 210,437 ā 220,171 ā 208,905 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Earnings per share/unit - basic: ā ā ā ā ā Net income available to common stockholders/Omega OP Unit holders ā $ 0.64 ā $ 0.28 ā $ 1.33 ā $ 1.10 ā Earnings per share/unit ā diluted: ā ā ā ā ā ā ā ā ā Net income ā $ 0.63 ā $ 0.28 ā $ 1.32 ā $ 1.10 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Omega OP ā ā Three Months Ended Nine Months Ended ā ā September 30, September 30, ā ā 2019 2018 2019 2018 ā ā (in thousands, except per share amounts) ā Numerator: ā ā ā ā ā ā Net income ā $ 142,948 ā $ 59,062 ā $ 290,801 ā $ 228,981 ā Add: net loss attributable to noncontrolling interests ā 9 ā ā ā 9 ā ā ā Net income available to Omega OP Unit holders ā $ 142,957 ā $ 59,062 ā $ 290,810 ā $ 228,981 ā Denominator: ā ā ā ā ā Denominator for basic earnings per unit ā 224,440 ā 209,625 ā 218,387 ā 208,523 ā Effect of dilutive securities: ā ā ā ā ā ā ā Omega OP Unit equivalents ā ā 1,754 ā ā 812 ā ā 1,678 ā ā 382 ā Net forward share contract ā 319 ā ā ā 106 ā ā ā Denominator for diluted earnings per unit ā 226,513 ā 210,437 ā 220,171 ā 208,905 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Earnings per unit - basic: ā ā ā ā ā ā Net income available to Omega OP Unit holders ā $ 0.64 ā $ 0.28 ā $ 1.33 ā $ 1.10 ā Earnings per unit - diluted: ā ā ā ā ā Net income ā $ 0.63 ā $ 0.28 ā $ 1.32 ā $ 1.10 ā ā |
SUPPLEMENTAL DISCLOSURE TO CONS
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS | 9 Months Ended |
Sep. 30, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS | NOTE 18 ā SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS The following are supplemental disclosures to the consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018: ā ā ā ā ā ā ā ā ā Nine Months Ended September 30, ā ā 2019 2018 ā (in thousands) ā Reconciliation of cash and cash equivalents and restricted cash: ā ā ā ā ā ā ā Cash and cash equivalents ā $ 40,860 ā $ 9,768 ā Restricted cash ā 1,372 ā 1,371 ā Cash, cash equivalents and restricted cash at end of period ā $ 42,232 ā $ 11,139 ā ā ā ā ā ā ā ā ā Supplemental information: ā ā ā ā Interest paid during the period, net of amounts capitalized ā $ 170,045 ā $ 172,863 ā Taxes paid during the period ā $ 3,510 ā $ 3,600 ā ā ā ā ā ā ā ā ā Non cash investing activities ā ā ā Non cash acquisition of a business (see Note 2) ā $ (566,966) ā $ ā ā Non cash acquisition of real estate (see Note 2) ā ā (143,174) ā ā (880) ā Non cash proceeds from sale of real estate investments ā ā ā ā ā 53,118 ā Non cash collection of mortgage principal ā 11,874 ā ā ā Non cash investment of other investments ā ā (25,925) ā ā (16,153) ā Non cash proceeds from other investments ā 149,542 ā 7,000 ā Non cash proceeds from direct financing lease ā 4,970 ā ā ā Initial non cash right of use asset - ground leases ā ā 5,593 ā ā ā ā Initial non cash lease liability - ground leases ā ā (5,593) ā ā ā ā ā ā ā ā ā ā ā ā Non cash financing activities ā ā ā Debt assumed in merger (see Note 2) ā $ 285,100 ā $ ā ā Stock exchanged in merger (see Note 2) ā ā 281,865 ā ā ā ā Change in fair value of cash flow hedges ā ā (9,316) ā ā 7,423 ā Remeasurement of debt denominated in a foreign currency ā (4,760) ā (4,720) ā Non cash disposition of other long-term borrowings ā ā ā ā ā (53,118) ā ā |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19 ā SUBSEQUENT EVENTS ā On October 31, 2019, we completed the previously announced $735 million portfolio acquisition of 60 facilities (the āEncore Portfolioā). Consideration consisted of approximately $346 million of cash and the assumption of approximately $389 million in mortgage loans guaranteed by the U.S. Department of Housing and Urban Development. These loans have a blended āall-inā rate (interest rates and mortgage insurance premiums) of 3.66% per annum with maturities between September 2046 and December 2051. ā The 60 facilities in the Encore Portfolio, consisting of 58 SNFs and two ALFs representing 6,590 operating beds, are located in Florida (37), North Carolina (8), Mississippi (6), Louisiana (4), Idaho (2), Kentucky (1), Missouri (1) and Montana (1). The facilities are leased to two operators within three triple net leases providing for approximately $64 million in 2020 annual contractual cash rent. ā On October 30, 2019, the Company entered into an agreement to purchase from Healthpeak Properties, Inc. (formerly HCP, Inc.) its 49% joint venture interest in a U.K. portfolio consisting of 67 senior housing facilities, as well as related development and working capital loans, for an aggregate purchase price of approximately $90 million. Completion of the transaction is subject to customary closing conditions. No assurance can be given as to when or if the closing conditions will be satisfied and the transaction will be completed. ā |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policy) | 9 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (āSECā) regarding interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (āGAAPā) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our latest Annual Report on Form 10-K Omegaās consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, (iii) all direct and indirect wholly owned subsidiaries of Omega and (iv) other entities in which Omega or Omega OP has a majority voting interest and control. All intercompany transactions and balances have been eliminated in consolidation, and Omegaās net earnings are reduced by the portion of net earnings attributable to noncontrolling interests. Omega OPās consolidated financial statements include the accounts of (i) Omega OP, (ii) all direct and indirect wholly owned subsidiaries of Omega OP and (iii) other entities in which Omega OP has a majority voting interest and control. All intercompany transactions and balances have been eliminated in consolidation. |
Variable Interest Entities | Variable Interest Entities GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (āVIEsā). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entityās activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entityās activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entityās activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entityās equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. Our variable interests in VIEs may be in the form of equity ownership, leases, guarantees and/or loans with our operators. We analyze our agreements and investments to determine whether our operators or unconsolidated joint ventures are VIEs and, if so, whether we are the primary beneficiary. We consolidate a VIE when we determine that we are its primary beneficiary. We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entityās economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. Factors considered in determining whether we are the primary beneficiary of an entity include: (i) our voting rights, if any; (ii) our involvement in day-to-day capital and operating decisions; (iii) our risk and reward sharing; (iv) the financial condition of the operator or joint venture and (iv) our representation on the VIEās board of directors. We perform this analysis on an ongoing basis. As of September 30, 2019, we have not consolidated any VIEs, as we do not have the power to direct the activities of any VIEs that most significantly impact their economic performance and we do not have the obligation to absorb losses or receive benefits of the VIEs that could be significant to the entity. See Note 6 ā Variable Interest Entities. |
Real Estate Investments and Depreciation | Real Estate Investments and Depreciation The costs of significant improvements, renovations and replacements, including interest are capitalized. In addition, we capitalize leasehold improvements when certain criteria are met, including when we supervise construction and will own the improvement. Expenditures for maintenance and repairs are charged to operations as they are incurred. Depreciation is computed on a straight-line basis over the estimated useful lives ranging from 20 to 40 years for buildings, eight to 15 years for site improvements, and three to ten years for furniture and equipment. Leasehold interests are amortized over the shorter of the estimated useful life or term of the lease. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with a maturity date of three months or less when purchased. These investments are stated at cost, which approximates fair value. The majority of our cash, cash equivalents and restricted cash are held at major commercial banks. Certain cash account balances exceed FDIC insurance limits of $250,000 per account and, as a result, there is a concentration of credit risk related to amounts in excess of the insurance limits. We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash, cash equivalents or restricted cash. |
Restricted Cash | Restricted Cash Restricted cash consists primarily of liquidity deposits escrowed for tenant obligations required by us pursuant to certain contractual terms. |
Real Estate Investment Impairment | Real Estate Investment Impairment Management evaluates our real estate investments for impairment indicators at each reporting period, including the evaluation of our assetsā useful lives. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance including the current payment status of contractual obligations and expectations of the ability to meet future contractual obligations, legal structure, as well as our intent with respect to holding or disposing of the asset. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to managementās estimate of future undiscounted cash flows of the underlying facilities. The estimated future undiscounted cash flows are generally based on the related lease which relates to one or more properties and may include cash flows from the eventual disposition of the asset. In some instances, there may be various potential outcomes for a real estate investment and its potential future cash flows. In these instances, the undiscounted future cash flows used to assess the recoverability are probability-weighted based on managementās best estimates as of the date of evaluation. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows based on our intended use of the property are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. The fair value of the real estate investment is determined based on current market conditions and considers matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. Additionally, our evaluation of fair value may consider valuing the property as a nursing home as well as alternative uses. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. Managementās impairment evaluation process, and when applicable, impairment calculations involve estimation of the future cash flows from managementās intended use of the property as well as the fair value of the property. Changes in the facts and circumstances that drive managementās assumptions may result in an impairment of the Companyās assets in a future period that could be material to the Companyās results of operations. For the three months ended September 30, 2019 and 2018, we recognized impairment on real estate properties of approximately $3.8 million and $22.9 million, respectively. For the nine months ended September 30, 2019 and 2018, we recognized impairment on real estate properties of $9.5 million and $26.7 million, respectively. |
Allowance for Losses on Mortgages, Other Investments and Direct Financing Leases | Allowance for Losses on Mortgages, Other Investments and Direct Financing Leases The allowances for losses on mortgage notes receivable, other investments and direct financing leases (collectively, our āloansā) are maintained at a level believed adequate to absorb potential losses. The determination of the allowances is based on a quarterly evaluation of these loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans based on a combination of factors, including, but not limited to, delinquency status, financial strength of the borrower and guarantors, if applicable, and the value of the underlying collateral. If such factors indicate that there is greater risk of loan charge-offs, additional allowances or placement on non-accrual status may be required. A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreements. Consistent with this definition, all loans on non-accrual status may be deemed impaired. To the extent circumstances improve and the risk of collectability is diminished, we will return these loans to full accrual status. When management identifies potential loan impairment indicators, the loan is written down to the present value of the expected future cash flows. In cases where expected future cash flows are not readily determinable, the loan is written down to the fair value of the underlying collateral, if applicable. We may base our valuation on a loanās observable market price, if any, or the fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the sale of the collateral. We account for impaired loans using (a) the cost-recovery method, and/or (b) the cash basis method. We generally utilize the cost-recovery method for impaired loans for which impairment reserves were recorded. We utilize the cash basis method for impaired loans for which no impairment reserves were recorded because the net present value of the discounted cash flows expected under the loan and/or the underlying collateral supporting the loan were equal to or exceeded the book value of the loan. Under the cost-recovery method, we apply cash received against the outstanding loan balance prior to recording interest income. Under the cash basis method, we apply cash received to principal or interest income based on the terms of the agreement. As of September 30, 2019 and December 31, 2018, we had $4.9 million and $108.1 million, respectively, of reserves on our loans. For additional information see Note 3 ā Direct Financing Leases and Note 4 ā Mortgage Notes Receivable. |
Goodwill Impairment | Goodwill Impairment We assess goodwill for potential impairment during the fourth quarter of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the net assets of the reporting unit. In evaluating goodwill for impairment on an interim basis, we assess qualitative factors such as a significant decline in real estate valuations, current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance or a significant decline in the value of our market capitalization, to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount. On an annual basis during the fourth quarter of each fiscal year, or on an interim basis if we conclude it is more likely than not that the fair value of the reporting unit is less than its carrying value, we perform a two-step goodwill impairment test to identify potential impairment and measure the amount of impairment we will recognize, if any. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests is the portion of equity not attributable to the respective reporting entity. We present the portion of any equity that we do not own in consolidated entities as noncontrolling interests and classify those interests as a component of total equity, separate from total stockholdersā equity, or ownersā equity on our Consolidated Balance Sheets. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Operations. As our ownership of a controlled subsidiary increases or decreases, any difference between the aggregate consideration paid to acquire the noncontrolling interests and our noncontrolling interest balance is recorded as a component of equity in additional paid-in capital, so long as we maintain a controlling ownership interest. The noncontrolling interest for Omega represents the outstanding Omega OP Units held by outside investors and interests in a consolidated real estate joint venture not fully owned by Omega. The noncontrolling interest for Omega OP represents outside investors interests in a consolidated real estate joint venture not fully owned by Omega OP. |
Foreign Operations | Foreign Operations The U.S. dollar (āUSDā) is the functional currency for our consolidated subsidiaries operating in the U.S. The functional currency for our consolidated subsidiaries operating in the U.K. is the British Pound (āGBPā). For our consolidated subsidiaries whose functional currency is not the USD, we translate their financial statements into the USD. We translate assets and liabilities at the exchange rate in effect as of the financial statement date. Revenue and expense accounts are translated using an average exchange rate for the period. Gains and losses resulting from translation are included in Omega OPās ownersā equity and Omegaās accumulated other comprehensive loss (āAOCLā), as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interests, if applicable. We and certain of our consolidated subsidiaries may have intercompany and third-party debt that is not denominated in the entityās functional currency. When the debt is remeasured against the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in results of operations, unless it is intercompany debt that is deemed to be long-term in nature in which case the adjustments are included in Omega OPās ownersā equity and Omegaās AOCL and a proportionate amount of gain or loss is allocated to noncontrolling interests, if applicable. |
Derivative Instruments | Derivative Instruments Cash flow hedges During our normal course of business, we may use certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Companyās related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the Consolidated Balance Sheets at their fair value which is determined using a market approach and Level 2 inputs. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated in qualifying cash flow hedging relationships, the gain or loss on the derivative is recognized in Omega OPās ownersā equity and Omegaās AOCL as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest, if applicable. We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized liabilities or assets on the Consolidated Balance Sheets. We also assess and document, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, we discontinue hedge accounting prospectively and record the appropriate adjustment to earnings based on the current fair value of the derivative. As a matter of policy, we do not use derivatives for trading or speculative purposes. At September 30, 2019, $5.3 million of qualifying cash flow hedges were recorded at fair value in accrued expenses and other liabilities on our Consolidated Balance Sheets. At December 31, 2018, $4.0 million of qualifying cash flow hedges were recorded at fair value in other assets on our Consolidated Balance Sheets. Net investment hedge The Company is exposed to fluctuations in the GBP against its functional currency, the USD, relating to its investments in healthcare-related real estate properties located in the U.K. The Company uses a nonderivative, GBP-denominated term loan to manage its exposure to fluctuations in the GBP-USD exchange rate. The foreign currency transaction gain or loss on the nonderivative hedging instrument that is designated and qualifies as a net investment hedge is reported in Omega OPās ownersā equity and Omegaās AOCL in our Consolidated Balance Sheets. |
Contractual Receivables and Other Receivables and Lease Inducements | Contractual Receivables and Other Receivables and Lease Inducements Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements. Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line rent receivables relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement. Lease inducements result from value provided by us to the lessee, at the inception, modification, or renewal of the lease, and are amortized as a reduction of rental revenue over the non-cancellable lease term. We assess the probability of collecting substantially all payments under our leases based on several factors, including, among other things, payment history of the lessee, the financial strength of the lessee and any guarantors, historical operations and operating trends and current and future economic conditions and expectations of performance. If our evaluation of these factors indicates it is probable that we will be unable to collect substantially all rents, we recognize a charge to rental income and limit our rental income to the lesser of lease income on a straight-line basis plus variable rents when they become accruable or cash collected. If we change our conclusion regarding the probability of collecting rent payments required by a lessee, we may recognize an adjustment to rental income in the period we make a change to our prior conclusion. On a quarterly basis, and more frequently as appropriate, we review our contractual interest receivables, effective yield interest receivables and direct financing lease receivables to determine their collectability. The determination of collectability of these assets requires significant judgment and is affected by several factors relating to the credit quality of our operators that we regularly monitor, including (i) payment history, (ii) the age of the contractual receivables, (iii) the current economic conditions and reimbursement environment, (iv) the ability of the tenant to perform under the terms of their lease and/or contractual loan agreements and (v) the value of the underlying collateral of the agreement, if any. For a loan recognized on an effective yield basis or a direct financing lease, we generally provide an allowance for effective interest or income from direct financing leases when certain conditions or indicators of adverse collectability are present. If these accounts receivable balances are subsequently deemed uncollectible, the receivable and allowance for doubtful account balance are written off. A summary of our net receivables by type is as follows: ā ā ā ā ā ā ā ā ā September 30, December 31, ā ā 2019 2018 ā ā (in thousands) ā Contractual receivables ā $ 27,617 ā $ 34,901 ā Allowance ā ā ā (1,075) ā Contractual receivables ā net ā $ 27,617 ā $ 33,826 ā ā ā ā ā ā ā ā ā Effective yield interest receivables ā $ 12,999 ā $ 12,741 ā Straight-line rent receivables ā 264,350 ā 251,166 ā Lease inducements ā 78,061 ā 49,644 ā Other receivables and lease inducements ā $ 355,410 ā $ 313,551 ā ā During the first quarter of 2019, we wrote-off approximately $1.2 million of straight-line rent receivables to rental income as a result of transitioning a facility to another existing operator. During the second quarter of 2019, we wrote-off approximately $6.7 million of contractual receivables, straight-line rent receivables and lease inducements to rental income as a result of placing three operators on a cash basis resulting from a change in our evaluation of the collectibility of future rent payments due under the respective lease agreements. During the third quarter of 2019, we wrote-off approximately $3.0 million of contractual receivables and straight-line rent receivables to rental income as a result of placing two operators on a cash basis resulting from a change in our evaluation of the collectibility of future rent payments due under the respective lease agreements. |
Reclassification | Reclassification ā Contractual receivables ā net, Other receivables and lease inducements, and Gains on assets sold - net have been reclassified to conform to the current period presentation. |
Recently and Pending Adoption Accounting Pronouncements | Accounting Pronouncements Adopted in 2019 In February 2016, the Financial Accounting Standards Board (āFASBā) issued Accounting Standards Update (āASUā) 2016-02, Leases (Topic 842) Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842 Leases (Topic 842): Codification Improvements to Topic 842, Leases Leases (Topic 842): Targeted Improvements Leases (Topic 842): Narrow-Scope Improvements for Lessors ā Upon adoption, we recorded total initial non-cash right of use assets and lease liabilities of approximately $11.1 million. We also began recording variable lease payments as rental income and real estate tax expense for those facilitiesā property taxes that we pay directly and are reimbursed by our operators. For the three and nine months ended September 30, 2019, we recorded $3.3 million and $9.8 million, respectively, of rental income and $3.9 million and $11.8 million, respectively, of real estate tax expense in our Consolidated Statements of Operations. We also began recording rental income and ground lease expense for those assets we lease and are reimbursed by our operators and/or are paid for directly by our operators. For the three and nine months ended September 30, 2019, we recorded $0.2 million and $0.6 million, respectively, of rental income and $0.3 million and $0.9 million, respectively, of ground lease expense in our Consolidated Statements of Operations. ā In addition, provisions for operating lease losses are recognized as a direct reduction to rental income. Provisions for operating lease losses prior to January 1, 2019 were recorded in provision for uncollectible accounts on our Consolidated Statements of Operations and were not reclassified to conform to the current period presentation. ā Lessee Disclosure ā At the inception of the lease and over its term, we evaluate each lease to determine the proper lease classification. Certain of these leases provide us the contractual right to use and economically benefit from all of the space specified in the lease. Therefore, we have determined that they should be evaluated as lease arrangements. As a lessee, the Company is party to ground and/or facility leases related to 11 SNFs and two offices which are classified as operating leases. Substantially all of our operating leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of three methods depending on the specific provisions of each lease as follows: (i) a specific annual increase over the prior yearās rent, generally between 1.0% and 3.0%; (ii) an increase based on the change in pre-determined formulas from year to year (e.g., increases in the Consumer Price Index); or (iii) specific dollar increases over prior years. The initial terms of our ground leases range between 10 years and 100 years. Our office leases have initial terms of approximately 10 years. Certain leases have options to extend, terminate or purchase the asset and have been considered in our analysis of the lease term and the measurement of the right-of-use assets and lease liabilities. The discount rate utilized in forming the basis of our right of use assets and lease liabilities approximates our cost of debt. We have not recognized a right of use asset and/or lease liability for leases with terms of 12 months or less and without an option to purchase the underlying asset. On a monthly basis, we remeasure our lease liabilities at the present value of the future lease payments using the discount rate determined at lease commencement. Rental expense from operating leases is generally recognized on a straight-line basis over the lease term. We do not include in our measurement of our lease liability certain variable payments, including changes in an index until the specific events that trigger the variable payments have occurred. As a lessee, certain of our operating leases contain non-lease components, such as our proportionate share of common area expenses. We have determined that all of our operating leases qualify for the practical expedient to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as the lease components. We apply Topic 842, to the combined component. Lease expense derived from our operating leases is recorded in general and administrative in our Consolidated Statement of Operations. ā ā ā ā ā ā ā ā As of ā ā September 30, 2019 ā ā (in thousands) ā ā ā ā Other assets - right of use assets ā $ 16,218 ā ā ā ā Accrued expenses and other liabilities ā lease liabilities ā $ 16,779 ā ā ā ā ā ā ā ā ā ā For the Three Months Ended ā For the Nine Months Ended ā ā ā September 30, 2019 ā ā (in thousands) Operating lease cost ā ā ā ā ā ā Lease expense ā $ 579 ā $ 1,585 Variable lease expense ā ā 31 ā ā 123 Total lease expense ā $ 610 ā $ 1,708 ā ā ā ā ā ā ā Rental income ā ground lease income ā $ 215 ā $ 627 ā ā ā ā ā ā ā Cash paid for amounts included in the measurement of lease liabilities ā $ 461 ā $ 1,363 Weighted average remaining lease term (in years) ā ā ā ā ā 31 Weighted average discount rate ā ā ā ā ā 5.25% ā The following amounts reflect the maturities of our operating lease liabilities as of September 30, 2019: ā ā ā ā ā ā ā ā ā ā ā ā ā Future Rental Payments ā Accretion of Lease Liability ā Total Remainder of 2019 ā $ 587 ā $ (219) ā $ 368 2020 ā ā 1,844 ā ā (842) ā ā 1,002 2021 ā ā 1,518 ā ā (796) ā ā 722 2022 ā ā 1,547 ā ā (757) ā ā 790 2023 ā ā 1,577 ā ā (714) ā ā 863 2024 ā ā 1,607 ā ā (666) ā ā 941 Thereafter ā ā 33,582 ā ā (21,489) ā ā 12,093 Total ā $ 42,262 ā $ (25,483) ā $ 16,779 ā Lessor Disclosures ā At the inception of the lease and over its term, we evaluate each lease to determine the proper lease classification. Certain of these leases provide our operators the contractual right to use and economically benefit from all of the physical space specified in the lease, therefore we have determined that they should be evaluated as lease arrangements. As lessor, our leased real estate properties, represented by 734 SNFs, 114 ALFs, 28 specialty facilities and two medical office buildings at September 30, 2019, are leased under provisions of single or master leases with initial terms typically ranging from 5 to 15 years, plus renewal options. See Note 2 ā Properties and Investments. As of September 30, 2019, we have determined that all but two of our leases should be accounted for as operating leases. Two leases are accounted for as direct financing leases. See Note 3 ā Direct Financing Leases. Under the terms of the leases, the lessee is responsible for all maintenance, repairs, taxes and insurance on the leased properties. Substantially all of our operating leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of three methods depending on the specific provisions of each lease as follows: (i) a specific annual increase over the prior yearās rent, generally between 2.0% and 3.0%; (ii) an increase based on the change in pre-determined formulas from year to year (e.g., increases in the Consumer Price Index); or (iii) specific dollar increases over prior years. Rental income from operating leases is generally recognized on a straight-line basis over the lease term when we have determined that the collectibility of substantially all of the lease payments is probable. If we determine that it is not probable that substantially all of the lease payments will be collected, we account for the revenue under the lease on a cash basis. Changes in the assessment of probability are accounted for on a cumulative basis as if the lease had always been accounted for based on the current determination of the likelihood of collection potentially resulting in increased volatility of rental revenue. Some of our leases have options to extend, terminate or purchase the facilities, which are considered when determining the lease term. We do not include in our measurement of our lease receivables certain variable payments, including changes in an index until the specific events that trigger the variable payments have occurred. Certain of our operating leases require the operators to reimburse us for property taxes and other expenditures that are not considered components of the lease and therefore no consideration is allocated to them as they do not result in the transfer of a good or service to the operators. We have determined that all of our leases qualify for the practical expedient to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as the lease components. We apply Topic 842, to the combined component. Income derived from our leases is recorded in rental income in our Consolidated Statements of Operations. Certain tenants are obligated to pay directly their obligations under their leases for real estate taxes, insurance and certain other expenses. These obligations, which have been assumed by the tenants under the terms of their respective leases, are not reflected in our consolidated financial statements. To the extent any tenant responsible for these obligations under their respective lease defaults on its lease or if it is deemed probable that the tenant will fail to pay for such costs, we would record a liability for such obligation. ā ā ā ā ā ā ā ā ā ā For the Three Months Ended ā For the Nine Months Ended ā ā ā September 30, 2019 ā ā (in thousands) Interest income ā direct financing leases ā $ 258 ā $ 777 ā ā ā ā ā ā ā Rental income ā operating leases ā ā 199,193 ā ā 579,621 Variable lease income ā operating leases ā ā 3,277 ā ā 9,843 Total lease income ā $ 202,470 ā $ 589,464 ā ā ā ā ā ā ā Real estate tax expense ā $ 3,921 ā $ 11,833 General and administrative ā ground lease expense ā ā 342 ā ā 866 Total ā $ 4,263 ā $ 12,699 ā The following amounts reflecting the estimated contractual rents due to us for the remainder of the initial terms of our operating leases as of September 30, 2019: ā ā ā ā ā ā (in thousands) Remainder of 2019 ā $ 195,940 2020 ā ā 798,757 2021 ā ā 831,968 2022 ā ā 809,720 2023 ā ā 801,373 2024 ā ā 805,718 Thereafter ā ā 4,362,261 Total ā $ 8,605,737 ā Recent Accounting Pronouncements - Pending Adoption In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Schedule of Net Accounts Receivable | A summary of our net receivables by type is as follows: ā ā ā ā ā ā ā ā ā September 30, December 31, ā ā 2019 2018 ā ā (in thousands) ā Contractual receivables ā $ 27,617 ā $ 34,901 ā Allowance ā ā ā (1,075) ā Contractual receivables ā net ā $ 27,617 ā $ 33,826 ā ā ā ā ā ā ā ā ā Effective yield interest receivables ā $ 12,999 ā $ 12,741 ā Straight-line rent receivables ā 264,350 ā 251,166 ā Lease inducements ā 78,061 ā 49,644 ā Other receivables and lease inducements ā $ 355,410 ā $ 313,551 ā |
Schedule of lease balance sheet information | ā ā ā ā ā ā ā ā As of ā ā September 30, 2019 ā ā (in thousands) ā ā ā ā Other assets - right of use assets ā $ 16,218 ā ā ā ā Accrued expenses and other liabilities ā lease liabilities ā $ 16,779 |
Schedule of operating lease cost | ā ā ā ā ā ā ā ā ā ā For the Three Months Ended ā For the Nine Months Ended ā ā ā September 30, 2019 ā ā (in thousands) Operating lease cost ā ā ā ā ā ā Lease expense ā $ 579 ā $ 1,585 Variable lease expense ā ā 31 ā ā 123 Total lease expense ā $ 610 ā $ 1,708 ā ā ā ā ā ā ā Rental income ā ground lease income ā $ 215 ā $ 627 ā ā ā ā ā ā ā Cash paid for amounts included in the measurement of lease liabilities ā $ 461 ā $ 1,363 Weighted average remaining lease term (in years) ā ā ā ā ā 31 Weighted average discount rate ā ā ā ā ā 5.25% |
Schedule of maturities operating lease liabilities | The following amounts reflect the maturities of our operating lease liabilities as of September 30, 2019: ā ā ā ā ā ā ā ā ā ā ā ā ā Future Rental Payments ā Accretion of Lease Liability ā Total Remainder of 2019 ā $ 587 ā $ (219) ā $ 368 2020 ā ā 1,844 ā ā (842) ā ā 1,002 2021 ā ā 1,518 ā ā (796) ā ā 722 2022 ā ā 1,547 ā ā (757) ā ā 790 2023 ā ā 1,577 ā ā (714) ā ā 863 2024 ā ā 1,607 ā ā (666) ā ā 941 Thereafter ā ā 33,582 ā ā (21,489) ā ā 12,093 Total ā $ 42,262 ā $ (25,483) ā $ 16,779 ā |
Schedule of lessor income and expenses | ā ā ā ā ā ā ā ā ā ā For the Three Months Ended ā For the Nine Months Ended ā ā ā September 30, 2019 ā ā (in thousands) Interest income ā direct financing leases ā $ 258 ā $ 777 ā ā ā ā ā ā ā Rental income ā operating leases ā ā 199,193 ā ā 579,621 Variable lease income ā operating leases ā ā 3,277 ā ā 9,843 Total lease income ā $ 202,470 ā $ 589,464 ā ā ā ā ā ā ā Real estate tax expense ā $ 3,921 ā $ 11,833 General and administrative ā ground lease expense ā ā 342 ā ā 866 Total ā $ 4,263 ā $ 12,699 |
Schedule of estimated contractual rent receivables under operating leases | The following amounts reflecting the estimated contractual rents due to us for the remainder of the initial terms of our operating leases as of September 30, 2019: ā ā ā ā ā ā (in thousands) Remainder of 2019 ā $ 195,940 2020 ā ā 798,757 2021 ā ā 831,968 2022 ā ā 809,720 2023 ā ā 801,373 2024 ā ā 805,718 Thereafter ā ā 4,362,261 Total ā $ 8,605,737 |
PROPERTIES AND INVESTMENTS (Tab
PROPERTIES AND INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Properties and Investments [Abstract] | |
Schedule of Investment in Leased Real Estate Properties | A summary of our investments in real estate properties subject to operating leases is as follows: ā ā ā ā ā ā ā ā ā September 30, December 31, ā ā 2019 2018 ā ā (in thousands) ā Buildings ā $ 6,486,634 ā $ 6,056,820 ā Land ā 828,974 ā 786,174 ā Furniture, fixtures and equipment ā 471,316 ā 447,610 ā Site improvements ā 264,803 ā 250,917 ā Construction in progress ā 210,563 ā 204,889 ā Total real estate investments ā 8,262,290 ā 7,746,410 ā Less accumulated depreciation ā (1,729,844) ā (1,562,619) ā Real estate investments ā net ā $ 6,532,446 ā $ 6,183,791 ā |
Schedule of Significant Acquisitions | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Number of ā ā ā Total ā ā ā ā Building & Site ā Furniture ā Initial ā ā Facilities Country/ Investment Land Improvements & Fixtures Annual ā Period ā SNF ALF Specialty MOB ā State ā (in millions) ā Cash Yield (1) ā Q1 1 ā ā ā OH ā $ 11.9 (3) $ 1.1 $ 10.1 $ 0.7 12.00 % Q2 20 1 11 1 CA, CT, IN, NV, SC, TN, TX ā 421.6 (2) 40.1 ā 368.9 ā 12.6 10.27 % Q2 7 1 3 ā PA, VA ā 131.8 (3) 9.9 ā 112.7 ā 9.2 9.35 % Q3 ā 3 ā ā ā ā NC, VA ā ā 24.9 ā ā 4.2 ā ā 18.6 ā ā 2.1 ā 9.50 % Total 31 2 14 1 ā $ 590.2 $ 55.3 $ 510.3 $ 24.6 ā ā (1) The cash yield is based on the purchase price. (2) The acquisition was accounted for as a business combination. The Company estimated the fair value of the real estate investments acquired on the acquisition date based on certain valuation analyses that have yet to be finalized, and accordingly, the real estate investments acquired, as detailed, are subject to adjustment once the analysis is completed. The other acquisitions were accounted for as asset acquisitions. (3) Acquired via a deed-in-lieu of foreclosure. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table highlights the fair value of the assets acquired and liabilities assumed on May 17, 2019: ā ā ā ā ā ā (in thousands) Fair value of net assets acquired: ā ā ā Real estate investments (3) ā $ 421,600 Mortgage notes receivable (see Note 7) ā 108,097 Other investments ā 19,192 Investment in unconsolidated joint venture ā 73,834 Cash ā 4,067 Contractual receivables ā 1,461 Other assets (1) (3) ā 32,819 Total investments ā ā 661,070 Debt ā ā (285,100) Accrued expenses and other liabilities (2)(3) ā ā (30,421) Fair value of net assets acquired ā $ 345,549 (1) Includes approximately $26.8 million in above market lease assets. (2) Includes approximately $7.5 million in below market lease liabilities. (3) With the exception for real estate investments, above market lease assets and below market lease liabilities, the fair value estimates above are final. |
Schedule of pro forma information not indicative of future operations | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Pro Forma ā ā Three Months Ended Nine Months Ended ā ā September 30, ā September 30, ā ā 2019 ā ā 2018 ā 2019 ā ā 2018 ā ā ā (in thousands, except per share amounts, unaudited) ā ā ā ā ā ā Pro forma revenues ā $ 233,195 ā $ 236,127 ā $ 703,650 ā $ 704,757 Pro forma net income ā $ 142,948 ā $ 65,899 ā $ 301,074 ā $ 249,492 ā ā ā ā ā ā ā ā ā ā ā ā ā Earnings per share ā diluted: ā ā ā ā ā ā ā ā ā ā ā ā Net income ā as reported ā $ 0.63 ā $ 0.28 ā $ 1.32 ā $ 1.10 Net income ā pro forma ā $ 0.63 ā $ 0.30 ā $ 1.33 ā $ 1.15 |
DIRECT FINANCING LEASES (Tables
DIRECT FINANCING LEASES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Direct Financing Leases [Abstract] | |
Schedule of Components of Investment in Direct Financing Leases | The components of investments in direct financing leases consist of the following: ā ā ā ā ā ā ā ā ā September 30, December 31, ā ā 2019 2018 ā ā (in thousands) ā Minimum lease payments receivable ā $ 27,491 ā $ 28,294 ā Less unearned income ā (15,780) ā (16,577) ā Investment in non-Orianna direct financing leases ā 11,711 ā 11,717 ā Investment in Orianna direct financing leases ā ā ā ā ā 223,745 ā Less allowance for loss on Orianna direct financing leases ā ā ā (103,200) ā Investment in direct financing leases ā net ā $ 11,711 ā $ 132,262 ā ā ā ā ā ā ā ā ā Properties subject to direct financing leases ā 2 ā 17 ā Number of direct financing leases ā 2 ā 3 ā |
Schedule of future cash flow and straight-line rents direct financing leases | The following amounts reflect the future cash flows and straight-line rents for our direct financing leases as of September 30, 2019 (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā Contractual Rent ā Straight-Line Rent ā Total Remainder of 2019 ā $ 296 ā $ (261) ā $ 35 2020 ā ā 1,170 ā ā (953) ā ā 217 2021 ā ā 1,084 ā ā (1,029) ā ā 55 2022 ā ā 1,106 ā ā (1,023) ā ā 83 2023 ā ā 1,128 ā ā (1,014) ā ā 114 2024 ā ā 1,151 ā ā (1,003) ā ā 148 Thereafter ā ā 21,556 ā ā (10,497) ā ā 11,059 ā ā $ 27,491 ā $ (15,780) ā $ 11,711 |
MORTGAGE NOTES RECEIVABLE (Tabl
MORTGAGE NOTES RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Mortgage Receivable [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Schedule of other investments | The principal amounts outstanding of mortgage notes receivable, net of allowances, were as follows: ā ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2019 2018 ā ā (in thousands) ā Mortgage note due 2027; interest at 10.39% ā $ 112,500 ā $ 112,500 ā Mortgage notes due 2029; interest at 10.08% (1) ā 520,983 ā 537,515 ā Other mortgage notes outstanding (2) ā 150,172 ā 65,748 ā Mortgage notes receivable, gross ā 783,655 ā 715,763 ā Allowance for loss on mortgage notes receivable (3) ā (4,905) ā (4,905) ā Total mortgages ā net ā $ 778,750 ā $ 710,858 ā (1) Approximates the weighted average interest rate on 35 facilities as of September 30, 2019. Two notes totaling approximately $31.0 million are construction mortgages maturing in 2019 . The remaining loan balance matures in 2029 . (2) Other mortgages outstanding have a weighted average interest rate of 9.27% per annum as of September 30, 2019 and maturity dates through 2028 . (3) The allowance for loss on mortgage notes receivable relates to one mortgage with an operator. The net carrying value and fair value of the mortgage note receivable is approximately $1.5 million at September 30, 2019 and December 31, 2018. |
OTHER INVESTMENTS (Tables)
OTHER INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Receivable [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Schedule of other investments | A summary of our other investments is as follows: ā ā ā ā ā ā ā ā ā September 30, December 31, ā ā 2019 2018 ā ā ā (in thousands) ā Other investment note due 2019 ā $ ā ā $ 131,452 ā Other investment notes due 2021; interest at 13.09% (1) ā 75,534 ā 71,036 ā Other investment notes due 2023; interest at 7.32% (1) ā 65,000 ā 65,000 ā Other investment note due 2023; interest at 12.00% ā 54,648 ā 59,454 ā Other investment notes due 2024-2025; interest at 8.12% (1) ā 56,987 ā 46,287 ā Other investment note due 2018-2022 ā ā ā ā ā 40,242 ā Other investment notes outstanding (2) ā 149,986 ā 91,155 ā Total other investments ā $ 402,155 ā $ 504,626 ā (1) Approximate weighted average interest rate as of September 30, 2019. (2) Other investment notes have a weighted average interest rate of 8.14% as of September 30, 2019 and maturity dates through 2029 . ā |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) - Agemo Holdings LLC [Member] | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of Variable Interest Entities | ā ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2019 ā 2018 ā ā ā (in thousands) Assets ā ā ā ā ā ā Real estate investments ā net ā $ 404,881 ā $ 413,396 Other investments ā ā 56,987 ā 46,287 Contractual receivables ā ā 17,972 ā 18,017 Straight-line rent receivables ā ā 43,430 ā 34,203 Lease inducement ā ā 5,737 ā ā 2,362 Above market lease ā ā ā ā 2 Subtotal ā ā 529,007 ā 514,267 ā ā ā ā ā ā ā Collateral ā ā ā Letters of credit ā ā (9,253) ā (9,253) Personal guarantee ā ā (8,000) ā (15,000) Other collateral ā ā (404,881) ā (413,396) Subtotal ā ā (422,134) ā (437,649) ā ā ā ā ā ā ā Maximum exposure to loss ā $ 106,873 ā $ 76,618 |
Schedule of Variable Interest Entities revenue | The table below reflects our total revenues from Agemo for the three and nine months ended September 30, 2019 and 2018: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended Nine Months Ended ā ā September 30, ā September 30, ā ā 2019 ā ā 2018 ā 2019 ā ā 2018 ā ā ā (in thousands) Revenue ā ā ā ā ā Rental income ā $ 15,145 ā $ 14,810 ā $ 45,473 ā $ 44,520 Other investment income ā 1,168 ā 973 ā 3,295 ā 2,521 Total (1) ā $ 16,313 ā $ 15,783 ā $ 48,768 ā $ 47,041 (1) For the three months ended September 30, 2019 and 2018, we received cash rental income and other investment income from Agemo of approximately $13.5 million and $12.9 million, respectively. For the nine months ended September 30, 2019 and 2018, we received cash rental income and other investment income from Agemo of approximately $39.7 million and $41.0 million, respectively. |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Assets Held for Sale [Abstract] | |
Schedule of Properties Held-for-Sale | The following is a summary of our assets held for sale: ā ā ā ā ā ā ā Properties Held For Sale ā Number of Net Book Value ā ā Properties ā (in thousands) December 31, 2018 3 ā $ 989 Properties sold (1) (1) ā ā (344) March 31, 2019 2 ā ā 645 Properties other (1) (1) ā ā (323) Properties added 3 ā ā 4,284 June 30, 2019 4 ā ā 4,606 Properties sold (1) (3) ā ā (4,284) Properties added 3 ā ā 1,859 September 30, 2019 (2) ā 4 ā $ 2,181 (1) In the first quarter of 2019, we sold one facility for approximately $0.4 million in net cash proceeds recognizing a net gain on sale of approximately $3,000 . In the second quarter of 2019, facility was no longer considered held for sale and was reclassified to leased property at its net book value. In the third quarter of 2019, we sold three facilities for approximately million. (2) We plan to sell the facilities classified as assets held for sale at September 30, 2019 within the next twelve months. |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Intangibles [Abstract] | |
Schedule of Intangibles | The following is a summary of our intangibles as of September 30, 2019 and December 31, 2018: ā ā ā ā ā ā ā ā ā September 30, December 31, ā ā 2019 ā 2018 ā ā ā (in thousands) ā Assets: ā ā ā ā Goodwill ā $ 643,456 ā $ 643,950 ā ā ā ā ā ā ā ā ā Above market leases ā $ 49,240 ā $ 22,410 ā Accumulated amortization ā (20,507) (19,203) ā Net intangible assets ā $ 28,733 ā $ 3,207 ā ā ā ā ā ā ā ā ā Liabilities: ā ā ā ā Below market leases ā $ 147,472 ā $ 143,669 ā Accumulated amortization ā (85,203) (79,226) ā Net intangible liabilities ā $ 62,269 ā $ 64,443 ā ā |
Schedule of Reconciliation of Goodwill | The following is a summary of our goodwill as of September 30, 2019: ā ā ā ā ā (in thousands) Balance as of December 31, 2018 ā $ 643,950 Less: foreign currency translation ā (494) Balance as of September 30, 2019 ā $ 643,456 |
STOCKHOLDERS'_OWNERS' EQUITY (T
STOCKHOLDERS'/OWNERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' / Owners' Equity [Abstract] | |
Schedule of common stock dividends | The Board of Directors has declared common stock dividends as set forth below: ā ā ā ā ā ā Record ā Payment ā Dividend per Date Date Common Share January 31, 2019 ā February 15, 2019 ā $ 0.66 April 30, 2019 ā May 15, 2019 ā $ 0.66 July 31, 2019 ā August 15, 2019 ā $ 0.66 October 31, 2019 ā November 15, 2019 ā $ 0.67 ā |
Schedule of Accumulated Other Comprehensive Loss | The following is a summary of our accumulated other comprehensive loss, net of tax where applicable: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā As of and for the As of and for the ā ā ā Three Months Ended ā Nine Months Ended ā ā ā September 30, ā September 30, ā ā 2019 2018 2019 2018 ā ā (in thousands) ā Foreign Currency Translation: ā ā ā ā ā ā Beginning balance ā $ (49,715) ā $ (35,417) ā $ (47,704) ā $ (26,033) ā Translation loss ā (12,015) ā (5,165) ā (13,857) ā (14,542) ā Realized gain (loss) ā 23 ā 27 ā (146) ā 20 ā Ending balance ā (61,707) ā (40,555) ā (61,707) ā (40,555) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Derivative Instruments: ā ā ā ā ā ā ā ā ā Cash flow hedges: ā ā ā ā ā ā ā ā ā Beginning balance ā (4,093) ā 7,739 ā 3,994 ā 1,463 ā Unrealized (loss) gain ā (26) ā 1,144 ā (8,765) ā 7,726 ā Realized gain (loss) (1) ā 195 ā 52 ā 847 ā ā (254) ā Ending balance ā (3,924) ā 8,935 ā (3,924) ā 8,935 ā Net investment hedge: ā ā ā ā ā ā ā ā ā Beginning balance ā 790 ā (3,970) ā 70 ā (7,070) ā Unrealized gain ā 4,040 ā 1,620 ā 4,760 ā 4,720 ā Ending balance ā 4,830 ā (2,350) ā 4,830 ā (2,350) ā Total accumulated other comprehensive loss for Omega OP (2) ā (60,801) ā (33,970) ā (60,801) ā (33,970) ā Add: portion included in noncontrolling interest ā 2,529 ā 1,588 ā 2,529 ā 1,588 ā Total accumulated other comprehensive loss for Omega ā $ (58,272) ā $ (32,382) ā $ (58,272) ā $ (32,382) ā (1) Recorded in interest expense on the Consolidated Statements of Operations. (2) These amounts are included in Ownersā Equity. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stock-Based Compensation [Abstract] | |
Schedule of Stock-based Compensation Expense | The following is a summary of our stock-based compensation expense for the three and nine months ended September 30, 2019 and 2018, respectively: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended Nine Months Ended ā September 30, September 30, ā 2019 2018 2019 2018 ā (in thousands) Stock-based compensation expense $ 2,921 $ 3,962 $ 11,031 $ 12,107 |
BORROWING ACTIVITIES AND ARRA_2
BORROWING ACTIVITIES AND ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Borrowing Activities and Arrangements [Abstract] | |
Schedule of Borrowings | The following is a summary of our borrowings: ā ā ā ā ā ā ā ā ā ā ā ā ā ā Annual ā ā ā ā ā ā ā ā ā Interest Rate ā ā ā ā ā ā ā ā ā ā ā as of ā ā ā ā ā ā ā ā ā ā ā September 30, ā September 30, ā December 31, ā ā Maturity 2019 2019 2018 ā ā ā ā (in thousands) ā Secured borrowings: ā ā ā Term loan (1) 2021 5.25 % $ 2,275 ā $ ā ā ā ā ā ā ā ā ā ā ā ā ā ā Unsecured borrowings: ā ā ā Revolving line of credit 2021 ā % ā ā 313,000 ā ā ā ā ā ā ā ā ā ā ā ā ā U.S. term loan 2022 3.49 % 350,000 ā 425,000 ā Sterling term loan (2) 2022 2.17 % 123,230 ā 127,990 ā Omega OP term loan (3) 2022 3.29 % 75,000 ā 100,000 ā 2015 term loan 2022 3.80 % 250,000 ā 250,000 ā Deferred financing costs ā net (4) ā (3,367) ā (4,264) ā Total term loans ā net ā 794,863 ā 898,726 ā ā ā ā ā ā ā ā ā ā ā ā ā 2023 notes 2023 4.375 % 700,000 ā 700,000 ā 2024 notes 2024 4.950 % 400,000 ā 400,000 ā 2025 notes 2025 4.500 % 400,000 ā 400,000 ā 2026 notes 2026 5.250 % 600,000 ā 600,000 ā 2027 notes 2027 4.500 % 700,000 ā 700,000 ā 2028 notes 2028 4.750 % 550,000 ā 550,000 ā 2029 notes 2029 3.625 % 500,000 ā ā ā Subordinated debt 2021 9.000 % 20,000 ā 20,000 ā Discount ā net ā (23,864) ā (18,523) ā Deferred financing costs ā net ā (24,021) ā (22,581) ā Total senior notes and other unsecured borrowings ā net ā 3,822,115 ā 3,328,896 ā ā ā ā ā ā ā ā ā ā ā ā ā Total unsecured borrowings ā net ā 4,616,978 ā 4,540,622 ā ā ā ā ā ā ā ā ā ā ā ā ā Total secured and unsecured borrowings ā net (5) ā $ 4,619,253 ā $ 4,540,622 ā (1) This borrowing is the debt of a consolidated joint venture. (2) This borrowing is denominated in British Pounds Sterling. (3) Omega OP is the obligor on this borrowing. (4) The amount includes $0.4 million of net deferred financing costs related to the Omega OP term loan as of September 30, 2019. (5) All borrowings are direct borrowings of Omega unless otherwise noted. |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Financial Instruments [Abstract] | |
Schedule of Financial Instruments | At September 30, 2019 and December 31, 2018, the net carrying amounts and fair values of our other financial instruments were as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā September 30, 2019 ā December 31, 2018 ā Carrying Fair Carrying Fair ā Amount Value Amount Value ā ā (in thousands) Assets: ā ā ā ā ā ā ā ā ā ā ā ā Investments in direct financing leases ā net $ 11,711 ā $ 11,711 $ 132,262 $ 132,262 Mortgage notes receivable ā net ā 778,750 ā 811,626 ā 710,858 ā 735,892 Other investments ā net ā 402,155 ā 392,930 ā 504,626 ā 503,907 Total ā $ 1,192,616 ā $ 1,216,267 ā $ 1,347,746 ā $ 1,372,061 Liabilities: ā ā ā ā Revolving line of credit ā $ ā ā $ ā ā $ 313,000 ā $ 313,000 Secured borrowing ā ā 2,275 ā ā 2,275 ā ā ā ā ā ā U.S. term loan ā 348,490 ā 350,000 ā 423,065 ā 425,000 Sterling term loan ā 122,765 ā 123,230 ā 127,394 ā 127,990 Omega OP term loan (1) ā 74,651 ā 75,000 ā 99,553 ā 100,000 2015 term loan ā 248,957 ā 250,000 ā 248,713 ā 250,000 4.375% notes due 2023 ā net ā 695,520 ā 740,957 ā 694,643 ā 700,062 4.95% notes due 2024 ā net ā 395,450 ā 433,415 ā 394,691 ā 406,386 4.50% notes due 2025 ā net ā 395,972 ā 423,426 ā 395,402 ā 392,122 5.25% notes due 2026 ā net ā 595,556 ā 661,416 ā 595,027 ā 605,700 4.50% notes due 2027 ā net ā 689,079 ā 748,578 ā 687,981 ā 671,555 4.75% notes due 2028 ā net ā 541,639 ā 597,347 ā 540,883 ā 537,508 3.625% notes due 2029 ā net ā ā 488,703 ā ā 497,924 ā ā ā ā ā ā Subordinated debt ā net ā 20,196 ā 22,686 ā 20,270 ā 22,589 Total ā $ 4,619,253 ā $ 4,926,254 ā $ 4,540,622 ā $ 4,551,912 (1) This amount represents a borrowing that was incurred by Omega OP. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Schedule of remaining commitments | We have committed to fund the construction of new leased and mortgaged facilities, capital improvements and other commitments. We expect the funding of these commitments to be completed over the next several years. Our remaining commitments at September 30, 2019, are outlined in the table below (in thousands): ā ā ā ā ā ā ā ā ā ā Total commitments $ 611,436 ā ā Amounts funded to date (1) ā (454,784) ā ā Remaining commitments ā $ 156,652 ā ā (1) Includes finance costs. |
EARNINGS PER SHARE_UNIT (Tables
EARNINGS PER SHARE/UNIT (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings per Share/Unit [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Share | The following tables set forth the computation of basic and diluted earnings per share/unit: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Omega ā ā Three Months Ended Nine Months Ended ā ā September 30, September 30, ā ā 2019 2018 2019 2018 ā ā (in thousands, except per share amounts) ā Numerator: ā ā ā ā ā ā Net income ā $ 142,948 ā $ 59,062 ā $ 290,801 ā $ 228,981 ā Less: net income attributable to noncontrolling interests ā (4,208) ā (2,456) ā (9,218) ā (9,619) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Net income available to common stockholders/Omega OP Unit holders ā $ 138,740 ā $ 56,606 ā $ 281,583 ā $ 219,362 ā Denominator: ā ā ā ā ā Denominator for basic earnings per share ā 217,818 ā 200,910 ā 211,315 ā 199,773 ā Effect of dilutive securities: ā ā ā ā ā ā ā Common stock equivalents ā 1,754 ā 812 ā 1,678 ā 382 ā Net forward share contract ā ā 319 ā ā ā ā ā 106 ā ā ā ā Noncontrolling interest ā Omega OP Units ā 6,622 ā 8,715 ā 7,072 ā 8,750 ā Denominator for diluted earnings per share/unit ā 226,513 ā 210,437 ā 220,171 ā 208,905 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Earnings per share/unit - basic: ā ā ā ā ā Net income available to common stockholders/Omega OP Unit holders ā $ 0.64 ā $ 0.28 ā $ 1.33 ā $ 1.10 ā Earnings per share/unit ā diluted: ā ā ā ā ā ā ā ā ā Net income ā $ 0.63 ā $ 0.28 ā $ 1.32 ā $ 1.10 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Omega OP ā ā Three Months Ended Nine Months Ended ā ā September 30, September 30, ā ā 2019 2018 2019 2018 ā ā (in thousands, except per share amounts) ā Numerator: ā ā ā ā ā ā Net income ā $ 142,948 ā $ 59,062 ā $ 290,801 ā $ 228,981 ā Add: net loss attributable to noncontrolling interests ā 9 ā ā ā 9 ā ā ā Net income available to Omega OP Unit holders ā $ 142,957 ā $ 59,062 ā $ 290,810 ā $ 228,981 ā Denominator: ā ā ā ā ā Denominator for basic earnings per unit ā 224,440 ā 209,625 ā 218,387 ā 208,523 ā Effect of dilutive securities: ā ā ā ā ā ā ā Omega OP Unit equivalents ā ā 1,754 ā ā 812 ā ā 1,678 ā ā 382 ā Net forward share contract ā 319 ā ā ā 106 ā ā ā Denominator for diluted earnings per unit ā 226,513 ā 210,437 ā 220,171 ā 208,905 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Earnings per unit - basic: ā ā ā ā ā ā Net income available to Omega OP Unit holders ā $ 0.64 ā $ 0.28 ā $ 1.33 ā $ 1.10 ā Earnings per unit - diluted: ā ā ā ā ā Net income ā $ 0.63 ā $ 0.28 ā $ 1.32 ā $ 1.10 ā |
SUPPLEMENTAL DISCLOSURE TO CO_2
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Schedule of Cash Flow Supplemental Disclosures | The following are supplemental disclosures to the consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018: ā ā ā ā ā ā ā ā ā Nine Months Ended September 30, ā ā 2019 2018 ā (in thousands) ā Reconciliation of cash and cash equivalents and restricted cash: ā ā ā ā ā ā ā Cash and cash equivalents ā $ 40,860 ā $ 9,768 ā Restricted cash ā 1,372 ā 1,371 ā Cash, cash equivalents and restricted cash at end of period ā $ 42,232 ā $ 11,139 ā ā ā ā ā ā ā ā ā Supplemental information: ā ā ā ā Interest paid during the period, net of amounts capitalized ā $ 170,045 ā $ 172,863 ā Taxes paid during the period ā $ 3,510 ā $ 3,600 ā ā ā ā ā ā ā ā ā Non cash investing activities ā ā ā Non cash acquisition of a business (see Note 2) ā $ (566,966) ā $ ā ā Non cash acquisition of real estate (see Note 2) ā ā (143,174) ā ā (880) ā Non cash proceeds from sale of real estate investments ā ā ā ā ā 53,118 ā Non cash collection of mortgage principal ā 11,874 ā ā ā Non cash investment of other investments ā ā (25,925) ā ā (16,153) ā Non cash proceeds from other investments ā 149,542 ā 7,000 ā Non cash proceeds from direct financing lease ā 4,970 ā ā ā Initial non cash right of use asset - ground leases ā ā 5,593 ā ā ā ā Initial non cash lease liability - ground leases ā ā (5,593) ā ā ā ā ā ā ā ā ā ā ā ā Non cash financing activities ā ā ā Debt assumed in merger (see Note 2) ā $ 285,100 ā $ ā ā Stock exchanged in merger (see Note 2) ā ā 281,865 ā ā ā ā Change in fair value of cash flow hedges ā ā (9,316) ā ā 7,423 ā Remeasurement of debt denominated in a foreign currency ā (4,760) ā (4,720) ā Non cash disposition of other long-term borrowings ā ā ā ā ā (53,118) ā |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Detail) | May 17, 2019$ / shares | Sep. 30, 2019USD ($)$ / shares | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($)$ / shares | Sep. 30, 2019USD ($)segment$ / shares | Sep. 30, 2018USD ($)$ / shares | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) |
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||
Number of reportable segment | segment | 1 | ||||||||
Impairment on real estate properties | $ 3,836,000 | $ 22,868,000 | $ 9,545,000 | $ 26,685,000 | |||||
Loan loss reserves | 4,900,000 | 4,900,000 | $ 108,100,000 | ||||||
Cash, FDIC Insured Amount | 250,000 | 250,000 | |||||||
Impairment of Real Estate | $ 13,220,000 | 31,860,000 | |||||||
Provision of of straight-line rent and contractual receivables | $ 3,000,000 | $ 6,700,000 | $ 1,200,000 | ||||||
Provisions for uncollectible accounts | $ 6,363,000 | ||||||||
Depreciation method | straight-line basis | ||||||||
Special cash dividend (per share) | $ / shares | $ 0.66 | $ 0.66 | $ 1.98 | $ 1.98 | |||||
Operating lease, liability | $ 16,779,000 | $ 16,779,000 | |||||||
Operating lease, right-of-use asset | 16,218,000 | 16,218,000 | $ 11,100,000 | ||||||
Rental income | 202,470,000 | $ 192,276,000 | 589,464,000 | $ 579,075,000 | |||||
Lessor, Lease, Ground Lease Expense | 342,000 | 866,000 | |||||||
Real estate tax expense | 3,921,000 | 11,833,000 | |||||||
Accounting Standards Update 2016-02 [Member] | |||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||
Operating lease, liability | $ 11,100,000 | ||||||||
Cumulative effect of accounting change | $ 8,500,000 | ||||||||
Rental income | 3,300,000 | 9,800,000 | |||||||
Real estate tax expense | 3,900,000 | 11,800,000 | |||||||
Cash Flow Hedging [Member] | |||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||
Cash flow hedges recorded at fair value | 5,300,000 | $ 5,300,000 | $ 4,000,000 | ||||||
Omega Op Units [Member] | Omega Healthcare Investors [Member] | |||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||
Percentage of limited partnership interests owned | 97.00% | ||||||||
Omega Op Units [Member] | Other Investors | |||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||
Percentage of limited partnership interests owned | 3.00% | ||||||||
Building | Minimum | |||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||
Estimated useful lives | 20 years | ||||||||
Building | Maximum | |||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||
Estimated useful lives | 40 years | ||||||||
Site improvements | Minimum | |||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||
Estimated useful lives | 8 years | ||||||||
Site improvements | Maximum | |||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||
Estimated useful lives | 15 years | ||||||||
Furniture and Equipment | Minimum | |||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||
Estimated useful lives | 3 years | ||||||||
Furniture and Equipment | Maximum | |||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||
Estimated useful lives | 10 years | ||||||||
MedEquities | |||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||
Business combination acquirees' stockholders conversion ratio of acquirer's stock received | 0.235 | ||||||||
Business combination acquirees stockholder's additional cash amount per share received | $ / shares | $ 2 | ||||||||
Special cash dividend (per share) | $ / shares | $ 0.21 | ||||||||
Existing Operator | Accounting Standards Update 2016-02 [Member] | |||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||
Rental income | 200,000 | $ 600,000 | |||||||
Lessor, Lease, Ground Lease Expense | $ 300,000 | $ 900,000 |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Schedule of Net Accounts Receivable) (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ||
Contractual receivables | $ 27,617 | $ 34,901 |
Allowance | (1,075) | |
Contractual receivables - net | 27,617 | 33,826 |
Effective yield interest receivables | 12,999 | 12,741 |
Straight-line rent receivables | 264,350 | 251,166 |
Lease inducements | 78,061 | |
Lease inducements | 49,644 | |
Other receivables and lease inducements | $ 355,410 | $ 313,551 |
BASIS OF PRESENTATION AND SIG_6
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Lessee Disclosure) (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019USD ($)facility | Sep. 30, 2019USD ($)facility | Jan. 01, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Lease, Practical Expedients, Package [true false] | true | ||
Number of real estate properties | facility | 936 | 936 | |
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||
Lessee, Operating Lease, Existence of Option to Terminate [true false] | true | ||
Assets and Liabilities, Lessee [Abstract] | |||
Operating lease, right-of-use asset | $ 16,218 | $ 16,218 | $ 11,100 |
Accrued expenses and other liabilities - lease liabilities | 16,779 | 16,779 | |
Operating lease cost | |||
Lease expense | 579 | 1,585 | |
Variable lease expense | 31 | 123 | |
Total lease expense | 610 | 1,708 | |
Cash paid for amounts included in the measurement of lease liabilities | $ 461 | $ 1,363 | |
Weighted average remaining lease term (in years) | 31 years | 31 years | |
Weighted average discount rate | 5.25% | 5.25% | |
Future Rental Payments | |||
Remainder of 2019 | $ 587 | $ 587 | |
2020 | 1,844 | 1,844 | |
2021 | 1,518 | 1,518 | |
2022 | 1,547 | 1,547 | |
2023 | 1,577 | 1,577 | |
2024 | 1,607 | 1,607 | |
Thereafter | 33,582 | 33,582 | |
Total | 42,262 | 42,262 | |
Accretion of Lease Liability | |||
Remainder of 2019 | (219) | (219) | |
2020 | (842) | (842) | |
2021 | (796) | (796) | |
2022 | (757) | (757) | |
2023 | (714) | (714) | |
2024 | (666) | (666) | |
Thereafter | (21,489) | (21,489) | |
Total | (25,483) | (25,483) | |
Total | |||
Remainder of 2019 | 368 | 368 | |
2020 | 1,002 | 1,002 | |
2021 | 722 | 722 | |
2022 | 790 | 790 | |
2023 | 863 | 863 | |
2024 | 941 | 941 | |
Thereafter | 12,093 | 12,093 | |
Total | 16,779 | 16,779 | |
Ground leases | |||
Operating lease cost | |||
Rental income - ground lease income | $ 215 | $ 627 | |
Office leases | |||
Lessee, Lease, Description [Line Items] | |||
Initial lease term (in years) | 10 years | 10 years | |
Skilled Nursing Facilities | Ground and/or Facility Leases [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Number of real estate properties | facility | 11 | 11 | |
Offices Operating Leases [Member] | Ground and/or Facility Leases [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Number of real estate properties | facility | 2 | 2 | |
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Percentage of annual increase over prior year's rent | 3.00% | ||
Maximum | Ground leases | |||
Lessee, Lease, Description [Line Items] | |||
Initial lease term (in years) | 100 years | 100 years | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Percentage of annual increase over prior year's rent | 1.00% | ||
Minimum | Ground leases | |||
Lessee, Lease, Description [Line Items] | |||
Initial lease term (in years) | 10 years | 10 years |
BASIS OF PRESENTATION AND SIG_7
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Lessor Disclosure) (Detail) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($)leasefacility | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)leasefacility | Sep. 30, 2018USD ($) | Jun. 30, 2019facility | |
Lessor, Lease, Description [Line Items] | |||||
Number of real estate properties | facility | 936 | 936 | |||
Number of leases accounted for direct finance leases | lease | 2 | 2 | |||
Operating Lease, Lease Income [Abstract] | |||||
Interest income - direct financing leases | $ 258,000 | $ 777,000 | |||
Rental income - operating leases | 199,193,000 | 579,621,000 | |||
Variable lease income - operating leases | 3,277,000 | 9,843,000 | |||
Total lease income | 202,470,000 | $ 192,276,000 | 589,464,000 | $ 579,075,000 | |
Lessor, Lease, Lease Expenses [Abstract] | |||||
Real estate taxes | 3,921,000 | 11,833,000 | |||
General and administrative - ground lease expense | 342,000 | 866,000 | |||
Total | 4,263,000 | 12,699,000 | |||
Estimated contractual rents due under operating leases | |||||
Remainder of 2019 | 195,940,000 | 195,940,000 | |||
2020 | 798,757,000 | 798,757,000 | |||
2021 | 831,968,000 | 831,968,000 | |||
2022 | 809,720,000 | 809,720,000 | |||
2023 | 801,373,000 | 801,373,000 | |||
2024 | 805,718,000 | 805,718,000 | |||
Thereafter | 4,362,261,000 | 4,362,261,000 | |||
Total | $ 8,605,737,000 | $ 8,605,737,000 | |||
Maximum | |||||
Lessor, Lease, Description [Line Items] | |||||
Operating leases initial term (in years) | 15 years | 15 years | |||
Percentage of annual increase over prior year's rent | 3.00% | ||||
Minimum | |||||
Lessor, Lease, Description [Line Items] | |||||
Operating leases initial term (in years) | 5 years | 5 years | |||
Percentage of annual increase over prior year's rent | 2.00% | ||||
Facilities Leased [Member] | |||||
Lessor, Lease, Description [Line Items] | |||||
Number of real estate properties | facility | 10 | ||||
Facilities Leased [Member] | Skilled Nursing Facilities | |||||
Lessor, Lease, Description [Line Items] | |||||
Number of real estate properties | 734 | 734 | |||
Facilities Leased [Member] | Assisted Living Facilities | |||||
Lessor, Lease, Description [Line Items] | |||||
Number of real estate properties | 114 | 114 | |||
Facilities Leased [Member] | Specialty | |||||
Lessor, Lease, Description [Line Items] | |||||
Number of real estate properties | 28 | 28 | |||
Facilities Leased [Member] | Medical Office Building | |||||
Lessor, Lease, Description [Line Items] | |||||
Number of real estate properties | 2 | 2 |
PROPERTIES AND INVESTMENTS (Ass
PROPERTIES AND INVESTMENTS (Asset Acquisitions) (Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Real estate investments - net | $ 6,532,446 | $ 6,532,446 | $ 6,532,446 | $ 6,183,791 | ||
Revenues | 233,195 | $ 221,852 | $ 682,162 | $ 661,932 | ||
MedEquities | ||||||
Revenues | $ 14,000 | $ 21,100 |
PROPERTIES AND INVESTMENTS (Sum
PROPERTIES AND INVESTMENTS (Summary of our investment in leased real estate properties) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | $ 8,262,290 | $ 7,746,410 |
Less accumulated depreciation | (1,729,844) | (1,562,619) |
Real estate investments - net | 6,532,446 | 6,183,791 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 6,486,634 | 6,056,820 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 828,974 | 786,174 |
Furniture and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 471,316 | 447,610 |
Building And Site Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 264,803 | 250,917 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | $ 210,563 | $ 204,889 |
PROPERTIES AND INVESTMENTS (Sch
PROPERTIES AND INVESTMENTS (Schedule of Significant Acquisitions) (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($)propertyfacility | Jun. 30, 2019USD ($)facility | Mar. 31, 2019USD ($)facility | Sep. 30, 2019USD ($)propertyfacility | |
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 936 | 936 | ||
Payments to acquire businesses, gross | $ 590.2 | |||
Ohio | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 11.9 | |||
Initial Annual Cash Yield (%) | 12.00% | |||
California Connecticut Indiana, Nevada, South Carolina Tennessee and Texas [Member] | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 421.6 | |||
Initial Annual Cash Yield (%) | 10.27% | |||
North Carolina and Virginia | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 24.9 | |||
Initial Annual Cash Yield (%) | 9.50% | |||
Pennsylvania And Virginia [Member] | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 131.8 | |||
Initial Annual Cash Yield (%) | 9.35% | |||
Skilled Nursing Facilities | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 736 | 736 | ||
Assisted Living Facilities | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 114 | 114 | ||
Specialty | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | property | 28 | 28 | ||
Medical Office Building | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 2 | 2 | ||
Land | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 55.3 | |||
Land | Ohio | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 1.1 | |||
Land | California Connecticut Indiana, Nevada, South Carolina Tennessee and Texas [Member] | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 40.1 | |||
Land | North Carolina and Virginia | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 4.2 | |||
Land | Pennsylvania And Virginia [Member] | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | 9.9 | |||
Furniture and Equipment | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | 24.6 | |||
Furniture and Equipment | Ohio | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | 0.7 | |||
Furniture and Equipment | California Connecticut Indiana, Nevada, South Carolina Tennessee and Texas [Member] | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | 12.6 | |||
Furniture and Equipment | North Carolina and Virginia | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | 2.1 | |||
Furniture and Equipment | Pennsylvania And Virginia [Member] | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | 9.2 | |||
Building And Site Improvements | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 510.3 | |||
Building And Site Improvements | Ohio | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 10.1 | |||
Building And Site Improvements | California Connecticut Indiana, Nevada, South Carolina Tennessee and Texas [Member] | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | 368.9 | |||
Building And Site Improvements | North Carolina and Virginia | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 18.6 | |||
Building And Site Improvements | Pennsylvania And Virginia [Member] | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 112.7 | |||
Facilities Acquired [Member] | Skilled Nursing Facilities | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 31 | 31 | ||
Facilities Acquired [Member] | Skilled Nursing Facilities | Ohio | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 1 | |||
Facilities Acquired [Member] | Skilled Nursing Facilities | California Connecticut Indiana, Nevada, South Carolina Tennessee and Texas [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 20 | |||
Facilities Acquired [Member] | Skilled Nursing Facilities | North Carolina and Virginia | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 3 | 3 | ||
Facilities Acquired [Member] | Skilled Nursing Facilities | Pennsylvania And Virginia [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 7 | |||
Facilities Acquired [Member] | Assisted Living Facilities | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 2 | 2 | ||
Facilities Acquired [Member] | Assisted Living Facilities | California Connecticut Indiana, Nevada, South Carolina Tennessee and Texas [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 1 | |||
Facilities Acquired [Member] | Assisted Living Facilities | Pennsylvania And Virginia [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 1 | |||
Facilities Acquired [Member] | Specialty | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 14 | 14 | ||
Facilities Acquired [Member] | Specialty | California Connecticut Indiana, Nevada, South Carolina Tennessee and Texas [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 11 | |||
Facilities Acquired [Member] | Specialty | Pennsylvania And Virginia [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 3 | |||
Facilities Acquired [Member] | Medical Office Building | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 1 | 1 | ||
Facilities Acquired [Member] | Medical Office Building | California Connecticut Indiana, Nevada, South Carolina Tennessee and Texas [Member] | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 1 |
PROPERTIES AND INVESTMENTS (Mer
PROPERTIES AND INVESTMENTS (Merger) (Details) $ / shares in Units, $ in Thousands, shares in Millions | May 17, 2019USD ($)facilityloansecurity$ / sharesitemshares | Sep. 30, 2019USD ($)facilitystate$ / shares | Sep. 30, 2018USD ($)$ / shares | Sep. 30, 2019USD ($)facilitystate | Sep. 30, 2019USD ($)facilitystate$ / shares | Sep. 30, 2018USD ($)$ / shares |
Business Acquisition [Line Items] | ||||||
Consideration | $ 590,200 | |||||
Special cash dividend (per share) | $ / shares | $ 0.66 | $ 0.66 | $ 1.98 | $ 1.98 | ||
Number of real estate properties | facility | 936 | 936 | 936 | |||
Number of states | state | 40 | 40 | 40 | |||
Acquisition related costs | $ 887 | $ 5,072 | ||||
Revenues | 233,195 | $ 221,852 | 682,162 | $ 661,932 | ||
MedEquities | ||||||
Business Acquisition [Line Items] | ||||||
Business combination acquirees' stockholders conversion ratio of acquirer's stock received | 0.235 | |||||
Business combination acquirees stockholder's additional cash amount per share received | $ / shares | $ 2 | |||||
Consideration | $ 63,700 | |||||
Number of shares issued | shares | 7.5 | |||||
Special cash dividend (per share) | $ / shares | $ 0.21 | |||||
Loan amount | $ 350,000 | |||||
Mortgage loans on real estate, number of loans | loan | 4 | |||||
Number of other investments acquired | security | 3 | |||||
Number of unconsolidated joint ventures acquired | item | 1 | |||||
Consideration | $ 346,000 | |||||
Acquisition related costs | 900 | $ 5,100 | ||||
Revenues | $ 14,000 | $ 21,100 | ||||
Facilities Acquired [Member] | MedEquities | ||||||
Business Acquisition [Line Items] | ||||||
Number of real estate properties | facility | 33 |
PROPERTIES AND INVESTMENTS (Fai
PROPERTIES AND INVESTMENTS (Fair Value of Assets Acquired and Liabilities Assumed) (Detail) $ in Thousands | May 17, 2019USD ($) |
Properties and Investments [Abstract] | |
Real estate investments | $ 421,600 |
Mortgage notes receivable (see Note 7) | 108,097 |
Other investments | 19,192 |
Investment in unconsolidated joint venture | 73,834 |
Cash | 4,067 |
Contractual receivables | 1,461 |
Other assets | 32,819 |
Total investments | 661,070 |
Debt | (285,100) |
Accrued expenses and other liabilities | (30,421) |
Fair value of net assets acquired | 345,549 |
Above market lease assets, acquired | 26,800 |
Below market leases, assumed | $ 7,500 |
PROPERTIES AND INVESTMENTS (Pro
PROPERTIES AND INVESTMENTS (Pro Forma Acquisition Results) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings per share - diluted: | ||||
Net income - as reported | $ 0.63 | $ 0.28 | $ 1.32 | $ 1.10 |
Pro Forma [Member] | ||||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Pro forma revenues | $ 233,195 | $ 236,127 | $ 703,650 | $ 704,757 |
Pro forma net income | $ 142,948 | $ 65,899 | $ 301,074 | $ 249,492 |
Earnings per share - diluted: | ||||
Net income - as reported | $ 0.63 | $ 0.28 | $ 1.32 | $ 1.10 |
Net income - pro forma | $ 0.63 | $ 0.30 | $ 1.33 | $ 1.15 |
PROPERTIES AND INVESTMENTS (A_2
PROPERTIES AND INVESTMENTS (Assets Sold or Held for Sale) (Narrative) (Detail) | 3 Months Ended | ||
Sep. 30, 2019USD ($)facility | Jun. 30, 2019USD ($)facility | Mar. 31, 2019USD ($)facility | |
Real Estate Properties [Line Items] | |||
Number of real estate properties | facility | 936 | ||
Total proceeds | $ 8,600,000 | $ 400,000 | |
Amount of gain (loss) from sale of facilities | (300,000) | $ 3,000 | |
Provision for impairment on real estate properties | 7,600,000 | ||
Impairment offset by insurance recovery | $ 1,900,000 | ||
4 Facilities With Impairment Charges [Member] | |||
Real Estate Properties [Line Items] | |||
Provision for impairment on real estate properties | $ 5,700,000 | ||
2 Facilities with Damages | |||
Real Estate Properties [Line Items] | |||
Impairment offset by insurance recovery | 1,800,000 | ||
19 Facilities Sold [Member] | |||
Real Estate Properties [Line Items] | |||
Total proceeds | 177,000,000 | ||
Amount of gain (loss) from sale of facilities | $ 53,100,000 | ||
Facilities Sold [Member] | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | facility | 19 | 3 | |
Facilities Sold Previously Held-for-Sale [Member] | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | facility | 3 | 1 | |
Facilities Classified to Asset Held for Sale [Member] | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | facility | 3 | ||
Facilities With Impairment Charges [Member] | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | facility | 2 | ||
Facilities With Impairment Charges [Member] | 4 Facilities With Impairment Charges [Member] | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | facility | 4 | ||
Facilities That Incurred Damages [Member] | 2 Facilities with Damages | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | facility | 2 | ||
Facilities Leased [Member] | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | facility | 10 | ||
Facilities Leased [Member] | Skilled Nursing Facilities | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 734 | ||
Facilities Leased [Member] | Assisted Living Facilities | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 114 | ||
Facilities Leased [Member] | Specialty | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 28 | ||
Facilities Leased [Member] | Medical Office Building | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 2 |
DIRECT FINANCING LEASES (Narrat
DIRECT FINANCING LEASES (Narrative) (Detail) | Jan. 11, 2019USD ($)facility | Nov. 27, 2013USD ($)facility | Sep. 30, 2019USD ($)facility | Jun. 30, 2019USD ($)facility | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)facility | Sep. 30, 2019USD ($)facility | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)facility | Jan. 31, 2019USD ($) |
Lessee, Lease, Description [Line Items] | |||||||||||
Number of real estate properties | facility | 936 | 936 | 936 | ||||||||
Total proceeds | $ 8,600,000 | $ 400,000 | |||||||||
Consideration | $ 590,200,000 | ||||||||||
Real estate investments | $ 8,262,290,000 | 8,262,290,000 | $ 8,262,290,000 | $ 7,746,410,000 | |||||||
Rental income | 202,470,000 | $ 192,276,000 | 589,464,000 | $ 579,075,000 | |||||||
Other assets | 103,458,000 | 103,458,000 | 103,458,000 | 24,308,000 | |||||||
Impairment on direct financing leases | $ 7,700,000 | $ 15,000 | |||||||||
Direct Financing Leases [Member] | 15 Skilled Nursing Facilities [Member] | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Carrying amount of facility Net | 120,500,000 | ||||||||||
Orianna | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Consideration | $ 529,000,000 | ||||||||||
Lease Term | 50 years | ||||||||||
Interest on lease per annum | 10.60% | ||||||||||
Master lease term | 50 years | ||||||||||
Orianna | Assisted Living Facilities | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Number of real estate properties | facility | 1 | ||||||||||
Orianna | Skilled Nursing Facilities | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Number of real estate properties | facility | 55 | ||||||||||
Orianna | 15 Skilled Nursing Facilities [Member] | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Bankruptcy Proceedings, Date Petition for Bankruptcy Filed | Mar. 1, 2018 | ||||||||||
Bankruptcy Proceedings, Court Where Petition Was Filed | United StatesĀ Bankruptcy Court for the Northern District ofĀ Texas, Dallas Division | ||||||||||
Cash consideration sale of productive assets | $ 146,000,000 | ||||||||||
Debtor-in-Possession Financing, Date Arrangement Approved by Bankruptcy Court | Jan. 16, 2019 | ||||||||||
Orianna | Direct Financing Leases [Member] | 15 Skilled Nursing Facilities [Member] | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Allowance for loss under direct financing leases | $ 103,200,000 | ||||||||||
Aggregate consideration | 176,000,000 | ||||||||||
Cash consideration sale of productive assets | $ 0 | $ 88,000,000 | |||||||||
Other investments, gross | $ 30,000,000 | ||||||||||
Debt instrument, interest rate, stated percentage | 6.00% | 6.00% | 6.00% | ||||||||
Other assets | $ 19,100,000 | 21,100,000 | $ 19,100,000 | $ 19,100,000 | $ 115,800,000 | ||||||
Impairment on direct financing leases | $ 7,700,000 | ||||||||||
Assets Held-in-trust | 19,500,000 | 19,500,000 | 19,500,000 | ||||||||
Accounts receivable allowance within trust | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||
Estimated amount of assets held in trust to pay other creditors | $ 3,400,000 | $ 3,400,000 | $ 3,400,000 | ||||||||
Facilities Sold [Member] | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Number of real estate properties | facility | 19 | 3 | 19 | 19 | |||||||
Facilities Sold [Member] | Orianna | Direct Financing Leases [Member] | 15 Skilled Nursing Facilities [Member] | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Number of real estate properties | facility | 15 | ||||||||||
Facilities Owned and Leased [Member] | Orianna | Direct Financing Leases [Member] | Skilled Nursing Facilities | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Number of real estate properties | facility | 15 |
DIRECT FINANCING LEASES (Schedu
DIRECT FINANCING LEASES (Schedule of Components of Investment in Direct Financing Leases) (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)contractproperty | Sep. 30, 2019USD ($)contractpropertyfacility | |
Lessee, Lease, Description [Line Items] | ||
Minimum lease payments receivable | $ 28,294 | $ 27,491 |
Less unearned income | (16,577) | (15,780) |
Investment in direct financing leases - net | $ 132,262 | $ 11,711 |
Number of real estate properties | facility | 936 | |
Number of direct financing leases | contract | 3 | 2 |
Orianna | ||
Lessee, Lease, Description [Line Items] | ||
Investment in direct financing leases | $ 223,745 | |
Less allowance for loss on Orianna direct financing leases | (103,200) | |
Non-Orianna | ||
Lessee, Lease, Description [Line Items] | ||
Investment in direct financing leases | $ 11,717 | $ 11,711 |
Facilities Subject to Direct Financing Leases [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Number of real estate properties | property | 17 | 2 |
DIRECT FINANCING LEASES (Sche_2
DIRECT FINANCING LEASES (Schedule of future cash flow and straight-line rents direct financing leases) (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Direct Financing Leases [Abstract] | ||
Remainder of 2019, Contractual Cash Rent | $ 296 | |
2020, Contractual Rent | 1,170 | |
2021, Contractual Rent | 1,084 | |
2022, Contractual Rent | 1,106 | |
2023, Contractual Rent | 1,128 | |
2024, Contractual Rent | 1,151 | |
Thereafter, Contractual Rent | 21,556 | |
Total direct financing leases, Contractual Rent | 27,491 | |
Remainder of 2019, Straight-Line Rent | (261) | |
2020, Straight-Line Rent | (953) | |
2021, Straight-Line Rent | (1,029) | |
2022, Straight-Line Rent | (1,023) | |
2023, Straight-Line Rent | (1,014) | |
2024, Straight-Line Rent | (1,003) | |
Thereafter, Straight-Line Rent | (10,497) | |
Total direct financing leases, Straight-Line Rent | (15,780) | $ (16,577) |
Remainder of 2019 | 35 | |
2020 | 217 | |
2021 | 55 | |
2022 | 83 | |
2023 | 114 | |
2024 | 148 | |
Thereafter | 11,059 | |
Direct Financing Lease, Net Investment in Lease | $ 11,711 | $ 132,262 |
MORTGAGE NOTES RECEIVABLE (Narr
MORTGAGE NOTES RECEIVABLE (Narrative) (Detail) | 9 Months Ended |
Sep. 30, 2019itemstatefacilityentity | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of real estate properties | 936 |
Number of states | state | 40 |
Mortgage Receivable [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of fixed rate mortgage | item | 8 |
Number of states | state | 8 |
Number of independent healthcare operating companies operating under mortgage notes receivable | entity | 7 |
Skilled Nursing Facilities | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of real estate properties | 736 |
Assisted Living Facilities | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of real estate properties | 114 |
Facilities Considered Long Term [Member] | Mortgage Receivable [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of real estate properties | 52 |
MORTGAGE NOTES RECEIVABLE (Sche
MORTGAGE NOTES RECEIVABLE (Schedule of Receivables) (Detail) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019USD ($)contractfacility | Dec. 31, 2018USD ($)contract | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of real estate properties | facility | 936 | |
Other Mortgage Notes Member | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | $ 150,172 | $ 65,748 |
Mortgage Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | 783,655 | 715,763 |
Allowance for loss on other investments | (4,905) | (4,905) |
Total mortgages - net | 778,750 | 710,858 |
Mortgage Receivable [Member] | Mortgage Note Due 2027 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | $ 112,500 | 112,500 |
Mortgage loans on real estate, interest rate | 10.39% | |
Maturity year | 2027; | |
Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | $ 520,983 | $ 537,515 |
Mortgage loans on real estate, interest rate | 10.08% | |
Maturity year | 2029; | |
Maximum | Other Mortgage Notes Member | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Maturity year | 2028 | |
Maximum | Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Maturity year | 2029 | |
Weighted Average [Member] | Other Mortgage Notes Member | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage loans on real estate, interest rate | 9.27% | |
Commercial Borrower [Member] | Mortgage Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage loans on real estate, number of loans | contract | 1 | 1 |
Commercial Borrower [Member] | Mortgage Receivable [Member] | One Mortgage [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total mortgages - net | $ 1,500 | $ 1,500 |
Construction Loans [Member] | Mortgage Receivable [Member] | 2 Mortgage Notes Due 2029 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | $ 31,000 | |
Maturity year | 2019 | |
Facilities Used in Weighted Average Interest Rate [Member] | Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of real estate properties | facility | 35 |
OTHER INVESTMENTS (Schedule of
OTHER INVESTMENTS (Schedule of Receivables) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Schedule of Investments [Line Items] | ||
Total other investments | $ 402,155 | $ 504,626 |
Other Investment Note Due 2018 Through 2022 [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | 40,242 | |
Other Investment Note Due 2019 [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | 131,452 | |
Maturity year | 2019 | |
Other Investment Note Due 2023 interest at 7.32 [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 65,000 | 65,000 |
Other Investment Note Due 2023 interest at 12.00 [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 54,648 | 59,454 |
Interest rate | 12.00% | |
Maturity year | 2023 | |
Other Investment Note Due 2021 [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 75,534 | 71,036 |
Interest rate | 13.09% | |
Maturity year | 2021 | |
Other Investment Note Due 2024 Through 2025 [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 56,987 | 46,287 |
Interest rate | 8.12% | |
Other Investment notes outstanding | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 149,986 | $ 91,155 |
Interest rate | 8.14% | |
Minimum | Other Investment Note Due 2018 Through 2022 [Member] | ||
Schedule of Investments [Line Items] | ||
Maturity year | 2018 | |
Minimum | Other Investment Note Due 2023 interest at 7.32 [Member] | ||
Schedule of Investments [Line Items] | ||
Maturity year | 2023 | |
Minimum | Other Investment Note Due 2024 Through 2025 [Member] | ||
Schedule of Investments [Line Items] | ||
Maturity year | 2024 | |
Maximum | Other Investment Note Due 2018 Through 2022 [Member] | ||
Schedule of Investments [Line Items] | ||
Maturity year | 2022 | |
Maximum | Other Investment Note Due 2023 interest at 7.32 [Member] | ||
Schedule of Investments [Line Items] | ||
Interest rate | 7.32% | |
Maximum | Other Investment Note Due 2024 Through 2025 [Member] | ||
Schedule of Investments [Line Items] | ||
Maturity year | 2025 | |
Maximum | Other Investment notes outstanding | ||
Schedule of Investments [Line Items] | ||
Maturity year | 2029 |
OTHER INVESTMENTS (Note Due 201
OTHER INVESTMENTS (Note Due 2018-2022 Narrative) (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | May 31, 2017 |
Schedule of Investments [Line Items] | |||||
Other investments | $ 402,155 | $ 504,626 | |||
Other Investment Note Due 2018 Through 2022 [Member] | |||||
Schedule of Investments [Line Items] | |||||
Other investments, gross | 40,242 | ||||
Orianna | Other Investment Note Due 2018 Through 2022 [Member] | |||||
Schedule of Investments [Line Items] | |||||
Financing receivable, face amount | $ 18,800 | ||||
Other investments | $ 0 | 15,200 | |||
Loans Receivable Fixed Rate | 9.00% | ||||
Investment Maturity Date | Apr. 30, 2022 | ||||
Loan Receivable Default Rate | 5.00% | ||||
Orianna | Other Investment Note Due 2018 Through 2022 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Schedule of Investments [Line Items] | |||||
Financing receivable, face amount | 14,200 | $ 14,200 | |||
Other investments | $ 0 | ||||
Investment Maturity Date | Sep. 30, 2018 | ||||
Orianna | Other Investment Note Due 2018 Through 2022 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility | |||||
Schedule of Investments [Line Items] | |||||
Financing receivable, face amount | $ 15,800 | ||||
Other investments | 10,800 | ||||
Basis spread on variable interest rate | 9.00% | ||||
Orianna | Other Investment Note Due 2018 Through 2022 Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Schedule of Investments [Line Items] | |||||
Other investments | $ 14,200 | ||||
Basis spread on variable interest rate | 5.50% |
OTHER INVESTMENTS (Note Due 2_2
OTHER INVESTMENTS (Note Due 2019 Narrative) (Detail) $ in Thousands | Sep. 28, 2018USD ($)property | Sep. 30, 2019USD ($)facility | May 31, 2019facility | Dec. 31, 2018USD ($) |
Schedule of Investments [Line Items] | ||||
Number of real estate properties | facility | 936 | |||
Other investments | $ 402,155 | $ 504,626 | ||
Other Investment Note Due 2019 [Member] | ||||
Schedule of Investments [Line Items] | ||||
Other investments, gross | $ 131,452 | |||
Financing receivable, face amount | $ 131,300 | |||
Other Investment Note Due 2019 [Member] | Pennsylvania | ||||
Schedule of Investments [Line Items] | ||||
Number of real estate properties | facility | 9 | |||
Other Investment Note Due 2019 [Member] | Virginia | ||||
Schedule of Investments [Line Items] | ||||
Number of real estate properties | facility | 2 | |||
Other Investment Note Due 2019 [Member] | Term Loan | ||||
Schedule of Investments [Line Items] | ||||
Loans receivable fixed rate | 9.35% | |||
Origination costs | $ 400 | |||
Facilities Covered by Mortgage and Used as Collateral [Member] | Skilled Nursing Facilities | ||||
Schedule of Investments [Line Items] | ||||
Number of real estate properties | property | 7 | |||
Facilities Covered by Mortgage and Used as Collateral [Member] | Assisted Living Facilities | ||||
Schedule of Investments [Line Items] | ||||
Number of real estate properties | property | 1 | |||
Facilities Covered by Mortgage and Used as Collateral [Member] | Independent Living Facilities [Member] | ||||
Schedule of Investments [Line Items] | ||||
Number of real estate properties | property | 3 |
VARIABLE INTEREST ENTITIES (Sch
VARIABLE INTEREST ENTITIES (Schedule of Variable Interest Entities) (Detail) - Agemo Holdings LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Rental Income [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Variable interest entity rental and other investment income | $ 13,500 | $ 39,700 | |||
Investment Income [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Variable interest entity rental and other investment income | $ 12,900 | $ 41,000 | |||
Variable Interest Entity, Not Primary Beneficiary [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 529,007 | 529,007 | $ 514,267 | ||
Maximum exposure to loss | 106,873 | 106,873 | 76,618 | ||
Revenue total | 16,313 | 15,783 | 48,768 | 47,041 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Rental Income [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Revenue total | 15,145 | 14,810 | 45,473 | 44,520 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Investment Income [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Revenue total | 1,168 | $ 973 | 3,295 | $ 2,521 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Personal Guarantee Collateral [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities subtotal | (8,000) | (8,000) | (15,000) | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Other Collateral [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities subtotal | (404,881) | (404,881) | (413,396) | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Collateral Pledged [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities subtotal | (422,134) | (422,134) | (437,649) | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Real Estate Investments [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 404,881 | 404,881 | 413,396 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Other Investments [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 56,987 | 56,987 | 46,287 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Accounts Receivable [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 17,972 | 17,972 | 18,017 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Straight-Line Rent Receivables [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 43,430 | 43,430 | 34,203 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Lease inducement [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 5,737 | 5,737 | 2,362 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Above market leases | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 2 | ||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Letters of Credit [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities subtotal | $ (9,253) | $ (9,253) | $ (9,253) |
INVESTMENTS IN JOINT VENTURES (
INVESTMENTS IN JOINT VENTURES (Consolidated Joint Ventures) (Narrative) (Details) - Lakeway Texas Joint Venture - Medical Office Building - Consolidated Entity $ in Millions | 1 Months Ended | 3 Months Ended |
Feb. 28, 2019USD ($)ftĀ² | Mar. 31, 2019USD ($) | |
Number of square foot | ftĀ² | 100,000 | |
Estimate of initial construction costs | $ 36 | |
Joint venture ownership percentage | 90.00% | |
Parcel of land acquired | $ 3.6 | |
Outside Investors | ||
Joint venture ownership percentage | 10.00% |
INVESTMENTS IN JOINT VENTURES_2
INVESTMENTS IN JOINT VENTURES (Narrative) (Details) | May 17, 2019USD ($)facility | Nov. 01, 2016USD ($)property | Sep. 30, 2019USD ($)facility | Jun. 30, 2019USD ($)facility | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)facility | Sep. 30, 2019USD ($)facility | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Schedule of Equity Method Investments [Line Items] | ||||||||||
Investment in unconsolidated joint venture | $ 96,778,000 | $ 96,778,000 | $ 96,778,000 | $ 31,045,000 | ||||||
Proceeds from Sale of Property, Plant, and Equipment | $ 8,600,000 | $ 400,000 | ||||||||
Amount of gain (loss) from sale of facilities | $ (300,000) | $ 3,000 | ||||||||
Impairment of Real Estate | $ 13,220,000 | $ 31,860,000 | ||||||||
Number of real estate properties | facility | 936 | 936 | 936 | |||||||
Skilled Nursing Facilities | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of real estate properties | facility | 736 | 736 | 736 | |||||||
Triple-net lease | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Threshold period of aggregate base rent payable at the option of purchase | 12 months | |||||||||
Threshold percentage if written notice provided after completion of third lease year and before completion of tenth lease year | 6.50% | |||||||||
Threshold Percentage if written notice after completion of tenth lease year | 7.00% | |||||||||
Ground leases | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Annualized base rent | $ 215,000 | $ 627,000 | ||||||||
Second Spring Healthcare Investments [Member] | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Investment in unconsolidated joint venture | $ 50,000,000 | |||||||||
Percentage of ownership interest | 15.00% | |||||||||
Assets management fees recognized | $ 200,000 | $ 500,000 | $ 700,000 | $ 1,500,000 | ||||||
Second Spring Healthcare Investments [Member] | Affiliates Of Lindsey Goldberg Llc [Member] | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Percentage of ownership interest | 85.00% | |||||||||
Second Spring Healthcare Investments [Member] | Skilled Nursing Facilities | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Payments to acquire facilities | $ 1,100,000,000 | |||||||||
Lakeway Partnership [Member] | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Face Amount of Mortgages | $ 73,000,000 | |||||||||
Term | 25 years | |||||||||
Mortgage loans on real estate, interest rate | 8.00% | |||||||||
Fair value of equity method investment | $ 73,800,000 | |||||||||
Fair value of mortgage | 69,100,000 | |||||||||
Monthly administrative fee received from joint venture | $ 5,000 | |||||||||
Equity method investment, difference between carrying amount and underlying equity | $ 69,900,000 | |||||||||
Equity method investment difference between carrying amount and underlying equity treatment period | 40 years | |||||||||
Lakeway Partnership [Member] | Physicians and non-Physician Investor [Member] | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Percentage of ownership interest | 49.00% | |||||||||
Facilities Acquired [Member] | Skilled Nursing Facilities | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of real estate properties | facility | 31 | 31 | 31 | |||||||
Facilities Acquired [Member] | Second Spring Healthcare Investments [Member] | Skilled Nursing Facilities | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of real estate properties | property | 64 | |||||||||
Facilities Sold [Member] | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of real estate properties | facility | 19 | 3 | 19 | 19 | ||||||
Facilities Sold [Member] | Second Spring Healthcare Investments [Member] | Skilled Nursing Facilities | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Proceeds from Sale of Property, Plant, and Equipment | $ 311,800,000 | |||||||||
Amount of gain (loss) from sale of facilities | $ 64,000,000 | |||||||||
Number of real estate properties | facility | 14 | 14 | 14 | |||||||
Facilities Leased [Member] | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of real estate properties | facility | 10 | |||||||||
Facilities Leased [Member] | Second Spring Healthcare Investments [Member] | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of real estate properties | facility | 37 | 37 | 37 | |||||||
MedEquities | Lakeway Partnership [Member] | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Percentage of ownership interest | 51.00% | |||||||||
MedEquities | Facilities Acquired [Member] | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of real estate properties | facility | 33 |
ASSETS HELD FOR SALE (Schedule
ASSETS HELD FOR SALE (Schedule of Properties Held-for-Sale) (Details) | 3 Months Ended | ||
Sep. 30, 2019USD ($)propertyfacility | Jun. 30, 2019USD ($)propertyfacility | Mar. 31, 2019USD ($)property | |
Number Of Properties | |||
Beginning Balance | property | 4 | 2 | 3 |
Properties sold | property | (3) | (1) | |
Properties other | property | (1) | ||
Properties added | property | 3 | 3 | |
Ending balance | property | 4 | 4 | 2 |
Net Book Value | |||
Beginning Balance | $ 4,606,000 | $ 645,000 | $ 989,000 |
Properties sold | (4,284,000) | (344,000) | |
Properties other | (323,000) | ||
Properties added | 1,859,000 | 4,284,000 | |
Ending balance | 2,181,000 | $ 4,606,000 | 645,000 |
Net proceeds from sale of facilities held for sale | 20,600,000 | 400,000 | |
Gain (loss) from sale of facilities | $ 14,700,000 | $ 3,000 | |
Number of real estate properties | facility | 936 | ||
Skilled Nursing Facilities | |||
Net Book Value | |||
Number of real estate properties | facility | 736 | ||
Assisted Living Facilities | |||
Net Book Value | |||
Number of real estate properties | facility | 114 | ||
Facilities No Longer Held for Sale [Member] | |||
Net Book Value | |||
Number of real estate properties | facility | 1 |
INTANGIBLES (Narrative) (Detail
INTANGIBLES (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net amortization of intangible assets | $ 1.3 | $ 2.2 | $ 4.7 | $ 7.5 |
Remainder 2019 | 1.2 | 1.2 | ||
2020 | 4.9 | 4.9 | ||
2021 | 4.7 | 4.7 | ||
2022 | 4.4 | 4.4 | ||
2023 | $ 4.2 | $ 4.2 | ||
Below market leases, weighted average remaining amortization, period | 9 years | |||
Above market leases | ||||
Weighted average remaining amortization | 11 years |
INTANGIBLES (Schedule of Intang
INTANGIBLES (Schedule of Intangibles) (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets: | ||
Goodwill | $ 643,456 | $ 643,950 |
Accumulated amortization | (20,507) | (19,203) |
Net intangible assets | 28,733 | 3,207 |
Liabilities: | ||
Below market leases | 147,472 | 143,669 |
Accumulated amortization | (85,203) | (79,226) |
Net intangible liabilities | 62,269 | 64,443 |
Above market leases | ||
Assets: | ||
Gross intangible assets | $ 49,240 | $ 22,410 |
INTANGIBLES (Schedule of Reconc
INTANGIBLES (Schedule of Reconciliation of Goodwill) (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Goodwill [Roll Forward] | |
Balance | $ 643,950 |
Less: foreign currency translation | (494) |
Balance | $ 643,456 |
CONCENTRATION OF RISK (Narrativ
CONCENTRATION OF RISK (Narrative) (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($)propertyfacilitycontractstateitem | Sep. 30, 2018 | Sep. 30, 2019USD ($)propertyfacilitycontractstateitem | Sep. 30, 2018 | Dec. 31, 2018USD ($) | |
Concentration Risk [Line Items] | |||||
Number of real estate properties | 936 | 936 | |||
Number of operators that met or exceeded ten percent threshold for revenues | item | 1 | 1 | |||
Number of states | state | 40 | 40 | |||
Number of operators | contract | 73 | 73 | |||
Gross investment in facilities, net of impairments and reserves for uncollectible loans | $ | $ 9,100,000 | $ 9,100,000 | |||
Other investments | $ | 402,155 | 402,155 | $ 504,626 | ||
Investment in unconsolidated joint venture | $ | $ 96,778 | $ 96,778 | $ 31,045 | ||
Geographic Concentration Risk [Member] | Florida | |||||
Concentration Risk [Line Items] | |||||
Concentration percentage | 10.00% | ||||
Geographic Concentration Risk [Member] | Texas | |||||
Concentration Risk [Line Items] | |||||
Concentration percentage | 11.00% | ||||
Geographic Concentration Risk [Member] | Michigan | |||||
Concentration Risk [Line Items] | |||||
Concentration percentage | 7.00% | ||||
Product Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration percentage | 97.00% | ||||
Skilled Nursing Facilities | |||||
Concentration Risk [Line Items] | |||||
Number of real estate properties | 736 | 736 | |||
Assisted Living Facilities | |||||
Concentration Risk [Line Items] | |||||
Number of real estate properties | 114 | 114 | |||
Specialty | |||||
Concentration Risk [Line Items] | |||||
Number of real estate properties | property | 28 | 28 | |||
Medical Office Building | |||||
Concentration Risk [Line Items] | |||||
Number of real estate properties | 2 | 2 | |||
Ciena Healthcare | Revenue Benchmark [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration percentage | 11.00% | 10.00% | 11.00% | 10.00% | |
Facilities Under Fixed Rate Mortgage Loans [Member] | Skilled Nursing Facilities | |||||
Concentration Risk [Line Items] | |||||
Number of real estate properties | property | 46 | 46 | |||
Facilities Under Fixed Rate Mortgage Loans [Member] | Assisted Living Facilities | |||||
Concentration Risk [Line Items] | |||||
Number of real estate properties | property | 2 | 2 | |||
Facilities Under Fixed Rate Mortgage Loans [Member] | Specialty | |||||
Concentration Risk [Line Items] | |||||
Number of real estate properties | 4 | 4 | |||
Facilities Held for Sale or Closed [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of real estate properties | 4 | 4 |
STOCKHOLDERS'_OWNERS' EQUITY (F
STOCKHOLDERS'/OWNERS' EQUITY (Forward Equity Offering) (Narrative) (Detail) - Forward equity sales agreement - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Sep. 09, 2019 | Sep. 30, 2019 | Sep. 30, 2019 |
Forward contract indexed to issuer's equity, shares | 7.5 | ||
Equity offering amount | $ 300 | ||
Forward contract indexed to issuer's equity, forward rate per share | $ 40.01 | $ 40.01 | |
Issuance of common stock (in shares) | 0 | ||
Maximum | |||
Forward contract indexed to issuer's equity, shares | 7.5 |
STOCKHOLDERS'_OWNERS' EQUITY (E
STOCKHOLDERS'/OWNERS' EQUITY (Equity Shelf Program) (Narrative) (Detail) - $500 Million Equity Shelf Program - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Equity shelf program (in shares) | 0.1 | 0 | 3.1 | 0.9 |
Average issue price per share | $ 33.91 | $ 34.78 | $ 29.82 | |
Proceeds from issuance of common stock | $ 4.2 | $ 107 | $ 27.2 |
STOCKHOLDERS'_OWNERS' EQUITY (D
STOCKHOLDERS'/OWNERS' EQUITY (Dividend Reinvestment and Common Stock Purchase Plan) (Narrative) (Detail) - Dividend Reinvestment And Common Stock Purchase Plan - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Issuance of common stock (in shares) | 1 | 0.3 | 2.5 | 1.3 |
Average issue price per share | $ 37.87 | $ 31.82 | $ 37.06 | $ 29.36 |
Gross proceeds from issuance of common stock | $ 37.7 | $ 9.9 | $ 91.8 | $ 36.9 |
STOCKHOLDERS'_OWNERS' EQUITY (S
STOCKHOLDERS'/OWNERS' EQUITY (Schedule of Common Stock Dividends) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Dividends Payable [Line Items] | ||||
Common Stock, Dividends, Per Share, Declared | $ 0.66 | $ 0.66 | $ 1.98 | $ 1.98 |
Dividend Record Date January 31, 2019 [Member] | ||||
Dividends Payable [Line Items] | ||||
Dividends Declared, Date Of Record | Jan. 31, 2019 | |||
Dividends Payable, Date to be Paid | Feb. 15, 2019 | |||
Common Stock, Dividends, Per Share, Declared | $ 0.66 | |||
Dividend Record Date April 30, 2019 [Member] | ||||
Dividends Payable [Line Items] | ||||
Dividends Declared, Date Of Record | Apr. 30, 2019 | |||
Dividends Payable, Date to be Paid | May 15, 2019 | |||
Common Stock, Dividends, Per Share, Declared | $ 0.66 | |||
Dividend Record Date 31 July 2019 [Member] | ||||
Dividends Payable [Line Items] | ||||
Dividends Declared, Date Of Record | Jul. 31, 2019 | |||
Dividends Payable, Date to be Paid | Aug. 15, 2019 | |||
Common Stock, Dividends, Per Share, Declared | $ 0.66 | |||
Dividend Record Date 31 October 2019 [Member] | ||||
Dividends Payable [Line Items] | ||||
Dividends Declared, Date Of Record | Oct. 31, 2019 | |||
Dividends Payable, Date to be Paid | Nov. 15, 2019 | |||
Common Stock, Dividends, Per Share, Declared | $ 0.67 |
STOCKHOLDERS'_OWNERS' EQUITY _2
STOCKHOLDERS'/OWNERS' EQUITY (Schedule of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||
Beginning balance | $ 4,052,506 | $ 3,854,315 | $ 3,764,484 | ||||
Balance , ending | 4,083,462 | 3,785,966 | 4,083,462 | $ 3,785,966 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||
Stockholders Equity/AOCI | $ 3,881,985 | $ 3,444,441 | |||||
Add: portion included in noncontrolling interest | 201,477 | 320,043 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 4,083,462 | 3,854,315 | 4,083,462 | 3,785,966 | 4,083,462 | 3,764,484 | $ 3,785,966 |
Accumulated Other Comprehensive Loss | |||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||
Beginning balance | (50,719) | (30,157) | |||||
Balance , ending | (58,272) | (32,382) | (58,272) | (32,382) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (50,719) | (30,157) | (58,272) | (32,382) | (58,272) | (32,382) | |
Omega OP | Foreign Currency Translation [Member] | |||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||
Beginning balance | (49,715) | (35,417) | (47,704) | (26,033) | |||
Translation loss | (12,015) | (5,165) | (13,857) | (14,542) | |||
Realized gain (loss) | 23 | 27 | (146) | 20 | |||
Balance , ending | (61,707) | (40,555) | (61,707) | (40,555) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (49,715) | (35,417) | (47,704) | (26,033) | (61,707) | (47,704) | (40,555) |
Omega OP | Cash Flow Hedges [Member] | |||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||
Beginning balance | (4,093) | 7,739 | 3,994 | 1,463 | |||
Unrealized (loss) gain | (26) | 1,144 | (8,765) | 7,726 | |||
Realized gain (loss) | 195 | 52 | 847 | (254) | |||
Balance , ending | (3,924) | 8,935 | (3,924) | 8,935 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (4,093) | 7,739 | 3,994 | 1,463 | (3,924) | 3,994 | 8,935 |
Omega OP | Net Investment Hedge [Member] | |||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||
Beginning balance | 790 | (3,970) | 70 | (7,070) | |||
Unrealized (loss) gain | 4,040 | 1,620 | 4,760 | 4,720 | |||
Balance , ending | 4,830 | (2,350) | 4,830 | (2,350) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 790 | (3,970) | 70 | (7,070) | 4,830 | $ 70 | (2,350) |
Omega OP | Accumulated Other Comprehensive Loss | |||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||
Balance , ending | (58,272) | (32,382) | (58,272) | (32,382) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||
Stockholders Equity/AOCI | (60,801) | (33,970) | |||||
Add: portion included in noncontrolling interest | 2,529 | 1,588 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (58,272) | $ (32,382) | $ (58,272) | $ (32,382) | $ (58,272) | $ (32,382) |
TAXES (Narrative) (Details)
TAXES (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Contingency [Line Items] | ||||
Percentage of minimum taxable income is distributed | 90.00% | 90.00% | ||
Permitted ownership of a taxable REIT subsidiary ("TRS"), maximum percentage | 100.00% | 100.00% | ||
Net operating loss carry-forward | $ 5.7 | $ 5.7 | ||
Number of subsidiary elected for treated as TRSs | 3 | 3 | ||
State and local income tax provision | $ 0.3 | $ 0.2 | $ 0.7 | $ 0.6 |
Provision (benefit) for foreign income taxes | $ 0.2 | $ 0.6 | $ 1.3 | $ 1.6 |
UNITED STATES | ||||
Income Tax Contingency [Line Items] | ||||
Number of subsidiary elected for treated as TRSs | 2 | 2 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 01, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 2,921 | $ 3,962 | $ 11,031 | $ 12,107 | |
Percentage of operating partnership units distributions | 10.00% | ||||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares awarded, other than options | 34,672 | ||||
TSR PSRUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares awarded, other than options | 133,887 | ||||
Profit Interest Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value assumption model used | Monte Carlo | ||||
Shares awarded, other than options | 91,992 | ||||
Relative TSR PRSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares awarded, other than options | 79,844 | ||||
Relative TSR Profit Interest Unit [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares awarded, other than options | 231,087 | ||||
TSR Profit Interest Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares awarded, other than options | 377,766 |
STOCK-BASED COMPENSATION (Sched
STOCK-BASED COMPENSATION (Schedule of Stock-based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Stock-Based Compensation [Abstract] | ||||
Stock-based compensation expense | $ 2,921 | $ 3,962 | $ 11,031 | $ 12,107 |
BORROWING ACTIVITIES AND ARRA_3
BORROWING ACTIVITIES AND ARRANGEMENTS (Schedule of Borrowings) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 20, 2019 | Dec. 31, 2018 | May 25, 2017 | |
Debt Instrument [Line Items] | |||||
Maturity | 2021 | ||||
Total secured borrowings - net | $ 2,275 | ||||
Revolving line of credit | $ 313,000 | ||||
Total term loans - net | 794,863 | 898,726 | |||
Total senior notes and other unsecured borrowings - net | 3,822,115 | 3,328,896 | |||
Total secured and unsecured borrowings - net | 4,619,253 | $ 4,540,622 | |||
Repayment of revolving credit facility | 1,485,100 | $ 933,000 | |||
2017 Omega OP Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Total term loans - net | $ 100,000 | ||||
Total unsecured borrowings - net | $ 75,000 | ||||
4.375% notes due 2023 | |||||
Debt Instrument [Line Items] | |||||
Rate | 4.375% | 4.375% | |||
4.95% notes due 2024 | |||||
Debt Instrument [Line Items] | |||||
Rate | 4.95% | 4.95% | |||
4.50% notes due 2025 | |||||
Debt Instrument [Line Items] | |||||
Rate | 4.50% | 4.50% | |||
5.25% notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Rate | 5.25% | 5.25% | |||
4.50% notes due 2027 | |||||
Debt Instrument [Line Items] | |||||
Rate | 4.50% | 4.50% | |||
4.75% notes due 2028 | |||||
Debt Instrument [Line Items] | |||||
Rate | 4.75% | 4.75% | |||
3.625% notes due 2029 | |||||
Debt Instrument [Line Items] | |||||
Rate | 3.625% | 3.625% | |||
Long-term debt, gross | $ 500,000 | ||||
Secured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Rate | 5.25% | ||||
Unsecured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2021 | ||||
Rate | 9.00% | ||||
Deferred financing costs - net | $ (24,021) | $ (22,581) | |||
Total term loans - net | 794,863 | 898,726 | |||
Discount - net | (23,864) | (18,523) | |||
Long-term debt, gross | 20,000 | 20,000 | |||
Total senior notes and other unsecured borrowings - net | 3,822,115 | 3,328,896 | |||
Total unsecured borrowings - net | $ 4,616,978 | 4,540,622 | |||
Unsecured Debt [Member] | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2021 | ||||
Revolving line of credit | 313,000 | ||||
Unsecured Debt [Member] | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Deferred financing costs - net | $ (3,367) | (4,264) | |||
Unsecured Debt [Member] | U.S. term loan | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2022 | ||||
Rate | 3.49% | ||||
Total term loans - net | $ 350,000 | 425,000 | |||
Unsecured Debt [Member] | Sterling term loan | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2022 | ||||
Rate | 2.17% | ||||
Total term loans - net | $ 123,230 | 127,990 | |||
Unsecured Debt [Member] | 2017 Omega OP Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2022 | ||||
Rate | 3.29% | ||||
Total term loans - net | $ 75,000 | 100,000 | |||
Unsecured Debt [Member] | Amended 2015 Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2022 | ||||
Rate | 3.80% | ||||
Total term loans - net | $ 250,000 | 250,000 | |||
Senior Notes [Member] | 4.375% notes due 2023 | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2023 | ||||
Rate | 4.375% | ||||
Long-term debt, gross | $ 700,000 | 700,000 | |||
Senior Notes [Member] | 4.95% notes due 2024 | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2024 | ||||
Rate | 4.95% | ||||
Long-term debt, gross | $ 400,000 | 400,000 | |||
Senior Notes [Member] | 4.50% notes due 2025 | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2025 | ||||
Rate | 4.50% | ||||
Long-term debt, gross | $ 400,000 | 400,000 | |||
Senior Notes [Member] | 5.25% notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2026 | ||||
Rate | 5.25% | ||||
Long-term debt, gross | $ 600,000 | 600,000 | |||
Senior Notes [Member] | 4.50% notes due 2027 | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2027 | ||||
Rate | 4.50% | ||||
Long-term debt, gross | $ 700,000 | 700,000 | |||
Senior Notes [Member] | 4.75% notes due 2028 | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2028 | ||||
Rate | 4.75% | ||||
Long-term debt, gross | $ 550,000 | 550,000 | |||
Senior Notes [Member] | 3.625% notes due 2029 | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2029 | ||||
Rate | 3.625% | 3.625% | |||
Long-term debt, gross | $ 500,000 | $ 500,000 | |||
Omega OP | |||||
Debt Instrument [Line Items] | |||||
Total secured borrowings - net | 2,275 | ||||
Total term loans - net | 74,651 | $ 99,553 | |||
Omega OP | Unsecured Debt [Member] | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Deferred financing costs - net | $ (400) |
BORROWING ACTIVITIES AND ARRA_4
BORROWING ACTIVITIES AND ARRANGEMENTS (Narrative 1) (Detail) - USD ($) $ in Thousands | Sep. 20, 2019 | May 17, 2019 | May 25, 2017 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||||
Long-term line of credit | $ 313,000 | ||||||
Term loans - net | $ 794,863 | $ 794,863 | $ 898,726 | ||||
Repayment of revolving credit facility | $ 1,485,100 | $ 933,000 | |||||
Debt instrument, covenant description | Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of September 30, 2019 and December 31, 2018, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings. Omega OP, the guarantor of Parentās outstanding senior notes, does not directly own any substantive assets other than its interest in non-guarantor subsidiaries. | ||||||
2017 Omega OP Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Term loans - net | $ 100,000 | ||||||
Description of variable rate basis | LIBOR | ||||||
Maturity date | May 25, 2022 | ||||||
Repayments notes payable | 25,000 | ||||||
Unsecured debt | $ 75,000 | $ 75,000 | |||||
2017 Omega OP Term Loan Facility | London Interbank Offered Rate (LIBOR) [Member] | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.90% | ||||||
2017 Omega OP Term Loan Facility | London Interbank Offered Rate (LIBOR) [Member] | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.90% | ||||||
3.625% notes due 2029 | |||||||
Debt Instrument [Line Items] | |||||||
Rate | 3.625% | 3.625% | 3.625% | ||||
Maturity date | Oct. 1, 2029 | ||||||
Long-term Debt, Gross | $ 500,000 | ||||||
Interest Rate Swap [Member] | 2017 Omega OP Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Term loans - net | $ 75,000 | ||||||
Rate | 3.29% | ||||||
Maturity date | Feb. 10, 2022 | ||||||
Interest Rate Swap [Member] | 2017 Omega OP Term Loan Facility | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.45% | ||||||
Interest Rate Swap [Member] | 2017 Omega OP Term Loan Facility | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.55% | ||||||
MedEquities | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding balance on line of credit assumed in merger | $ 160,100 | ||||||
MedEquities | Term Loan $125 Million | |||||||
Debt Instrument [Line Items] | |||||||
Merger assumed term loan | $ 125,000 | ||||||
Senior Notes [Member] | 3.625% notes due 2029 | |||||||
Debt Instrument [Line Items] | |||||||
Rate | 3.625% | 3.625% | 3.625% | ||||
Long-term Debt, Gross | $ 500,000 | $ 500,000 | $ 500,000 | ||||
Debt instrument issuance percentage of face value | 98.542% | ||||||
Proceeds from issuance of senior long-term debt | $ 487,800 |
BORROWING ACTIVITIES AND ARRA_5
BORROWING ACTIVITIES AND ARRANGEMENTS (Narrative 2) (Detail) - 3.625% notes due 2029 - USD ($) $ in Thousands | Sep. 20, 2019 | Sep. 30, 2019 |
Borrowing Arrangements [Line Items] | ||
Long-term Debt, Gross | $ 500,000 | |
Interest rate | 3.625% | 3.625% |
Debt maturity date | Oct. 1, 2029 | |
Senior Notes [Member] | ||
Borrowing Arrangements [Line Items] | ||
Long-term Debt, Gross | $ 500,000 | $ 500,000 |
Interest rate | 3.625% | 3.625% |
Gross proceeds from issuance of debt | $ 487,800 |
FINANCIAL INSTRUMENTS (Schedule
FINANCIAL INSTRUMENTS (Schedule of Financial Instruments) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 20, 2019 | Dec. 31, 2018 |
4.375% notes due 2023 | |||
Liabilities: | |||
Notes issued, interest rate | 4.375% | 4.375% | |
4.95% notes due 2024 | |||
Liabilities: | |||
Notes issued, interest rate | 4.95% | 4.95% | |
4.50% notes due 2025 | |||
Liabilities: | |||
Notes issued, interest rate | 4.50% | 4.50% | |
5.25% notes due 2026 | |||
Liabilities: | |||
Notes issued, interest rate | 5.25% | 5.25% | |
4.50% notes due 2027 | |||
Liabilities: | |||
Notes issued, interest rate | 4.50% | 4.50% | |
4.75% notes due 2028 | |||
Liabilities: | |||
Notes issued, interest rate | 4.75% | 4.75% | |
3.625% notes due 2029 | |||
Liabilities: | |||
Notes issued, interest rate | 3.625% | 3.625% | |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | |||
Assets: | |||
Investments in direct financing leases - net | $ 11,711 | $ 132,262 | |
Mortgage notes receivable - net | 778,750 | 710,858 | |
Other investments - net | 402,155 | 504,626 | |
Total | 1,192,616 | 1,347,746 | |
Liabilities: | |||
Revolving line of credit | 313,000 | ||
Secured borrowing | 2,275 | ||
U.S. term loan | 348,490 | 423,065 | |
Sterling term loan | 122,765 | 127,394 | |
Omega OP term loan | 74,651 | 99,553 | |
2015 term loan | 248,957 | 248,713 | |
Subordinated debt - net | 20,196 | 20,270 | |
Total | 4,619,253 | 4,540,622 | |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.375% notes due 2023 | |||
Liabilities: | |||
Notes Payable | 695,520 | 694,643 | |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.95% notes due 2024 | |||
Liabilities: | |||
Notes Payable | 395,450 | 394,691 | |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.50% notes due 2025 | |||
Liabilities: | |||
Notes Payable | 395,972 | 395,402 | |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 5.25% notes due 2026 | |||
Liabilities: | |||
Notes Payable | 595,556 | 595,027 | |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.50% notes due 2027 | |||
Liabilities: | |||
Notes Payable | 689,079 | 687,981 | |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.75% notes due 2028 | |||
Liabilities: | |||
Notes Payable | 541,639 | 540,883 | |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 3.625% notes due 2029 | |||
Liabilities: | |||
Notes Payable | 488,703 | ||
Estimate Of Fair Value, Fair Value Disclosure [Member] | |||
Assets: | |||
Investments in direct financing leases - net | 11,711 | 132,262 | |
Mortgage notes receivable - net | 811,626 | 735,892 | |
Other investments - net | 392,930 | 503,907 | |
Total | 1,216,267 | 1,372,061 | |
Liabilities: | |||
Revolving line of credit | 313,000 | ||
Secured borrowing | 2,275 | ||
U.S. term loan | 350,000 | 425,000 | |
Sterling term loan | 123,230 | 127,990 | |
Omega OP term loan | 75,000 | 100,000 | |
2015 term loan | 250,000 | 250,000 | |
Subordinated debt - net | 22,686 | 22,589 | |
Total | 4,926,254 | 4,551,912 | |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.375% notes due 2023 | |||
Liabilities: | |||
Notes Payable | 740,957 | 700,062 | |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.95% notes due 2024 | |||
Liabilities: | |||
Notes Payable | 433,415 | 406,386 | |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.50% notes due 2025 | |||
Liabilities: | |||
Notes Payable | 423,426 | 392,122 | |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 5.25% notes due 2026 | |||
Liabilities: | |||
Notes Payable | 661,416 | 605,700 | |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.50% notes due 2027 | |||
Liabilities: | |||
Notes Payable | 748,578 | 671,555 | |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.75% notes due 2028 | |||
Liabilities: | |||
Notes Payable | 597,347 | $ 537,508 | |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 3.625% notes due 2029 | |||
Liabilities: | |||
Notes Payable | $ 497,924 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | May 17, 2019 |
Total commitments | $ 611,436 | |
Indemnification Agreement [Member] | ||
Total commitments | $ 18,100 | |
Lakeway Partnership [Member] | MedEquities | ||
Equity Method Investment, Ownership Percentage | 51.00% |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Schedule of remaining commitments) (Detail) $ in Thousands | Sep. 30, 2019USD ($) |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Total commitments | $ 611,436 |
Amounts funded to date | (454,784) |
Remaining commitments | $ 156,652 |
EARNINGS PER SHARE_UNIT (Narrat
EARNINGS PER SHARE/UNIT (Narrative) (Detail) - Forward equity sales agreement - $ / shares shares in Millions | Sep. 09, 2019 | Sep. 30, 2019 |
Forward contract indexed to issuer's equity, shares | 7.5 | |
Forward contract indexed to issuer's equity, forward rate per share | $ 40.01 | $ 40.01 |
Maximum | ||
Forward contract indexed to issuer's equity, shares | 7.5 |
EARNINGS PER SHARE_UNIT (Schedu
EARNINGS PER SHARE/UNIT (Schedule of Computation of Basic and Diluted Earnings per Share) (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator: | |||||
Net income | $ 142,948 | $ 59,062 | $ 290,801 | $ 290,801 | $ 228,981 |
(Less) Add: net income attributable to noncontrolling interests | (4,208) | (2,456) | (9,218) | (9,619) | |
Net income available to common stockholders | $ 138,740 | $ 56,606 | $ 281,583 | $ 219,362 | |
Denominator: | |||||
Denominator for basic earnings per share | 217,818 | 200,910 | 211,315 | 199,773 | |
Effect of dilutive securities: | |||||
Common stock equivalents | 1,754 | 812 | 1,678 | 382 | |
Net forward share contract | 319 | 106 | |||
Noncontrolling interest - Omega OP Units | 6,622 | 8,715 | 7,072 | 8,750 | |
Denominator for diluted earnings per share | 226,513 | 210,437 | 220,171 | 208,905 | |
Earnings per share/unit - basic: | |||||
Net income available to common stockholders | $ 0.64 | $ 0.28 | $ 1.33 | $ 1.10 | |
Net income (loss) per share | |||||
Net income | $ 0.63 | $ 0.28 | $ 1.32 | $ 1.10 | |
Omega OP | |||||
Numerator: | |||||
Net income | $ 142,948 | $ 59,062 | $ 290,801 | $ 290,801 | $ 228,981 |
(Less) Add: net income attributable to noncontrolling interests | 9 | 9 | |||
Net income available to common stockholders | $ 142,957 | $ 59,062 | $ 290,810 | $ 228,981 | |
Denominator: | |||||
Denominator for basic earnings per share | 224,440 | 209,625 | 218,387 | 208,523 | |
Denominator for basic earnings per unit | 224,440 | 209,625 | 218,387 | 208,523 | |
Effect of dilutive securities: | |||||
Net forward share contract | 319 | 106 | |||
Noncontrolling interest - Omega OP Units | 1,754 | 812 | 1,678 | 382 | |
Denominator for diluted earnings per unit | 226,513 | 210,437 | 220,171 | 208,905 | |
Earnings per share/unit - basic: | |||||
Net income available to common stockholders | $ 0.64 | $ 0.28 | $ 1.33 | $ 1.10 | |
Net income (loss) per share | |||||
Net income | 0.63 | 0.28 | 1.32 | 1.10 | |
Earnings per share/unit - basic: | |||||
Net income available to Omega OP Unit holders | 0.64 | 0.28 | 1.33 | 1.10 | |
Net income (loss) per unit | |||||
Diluted (in dollars per share) | $ 0.63 | $ 0.28 | $ 1.32 | $ 1.10 |
SUPPLEMENTAL DISCLOSURE TO CO_3
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of cash and cash equivalents and restricted cash: | ||||
Cash and cash equivalents | $ 40,860 | $ 9,768 | $ 10,300 | |
Restricted cash | 1,372 | 1,371 | 1,371 | |
Cash, cash equivalents and restricted cash at end of period | 42,232 | 11,139 | $ 11,671 | $ 96,808 |
Supplemental Information: | ||||
Interest paid during the period, net of amounts capitalized | 170,045 | 172,863 | ||
Taxes paid during the period | 3,510 | 3,600 | ||
Non cash investing activities | ||||
Non cash acquisition of a business (see Note 2) | (566,966) | |||
Non cash acquisition of real estate (see Note 2) | (143,174) | (880) | ||
Non cash proceeds from sale of real estate investments | 53,118 | |||
Non cash collection of mortgage principal | 11,874 | |||
Non cash investment in other investments | (25,925) | (16,153) | ||
Non cash proceeds from other investments | 149,542 | 7,000 | ||
Non cash proceeds from direct financing lease | 4,970 | |||
Initial non cash right of use asset - ground leases | 5,593 | |||
Initial non cash lease liability - ground leases | (5,593) | |||
Non cash financing activities | ||||
Debt assumed in merger (see Note 2) | 285,100 | |||
Stock exchanged in merger (see Note 2) | 281,865 | |||
Change in fair value of cash flow hedges | (9,316) | 7,423 | ||
Remeasurement of debt denominated in a foreign currency | $ (4,760) | (4,720) | ||
Non cash disposition of other long-term borrowings | $ (53,118) |
SUBSEQUENT EVENT (Narrative) (D
SUBSEQUENT EVENT (Narrative) (Detail) $ in Thousands | Oct. 31, 2019USD ($)facilityleaseitem | Oct. 30, 2019USD ($)facility | Sep. 30, 2019USD ($)facilitycontract |
Subsequent Event [Line Items] | |||
Number of real estate properties | 936 | ||
Payments to acquire businesses, gross | $ | $ 590,200 | ||
Number of Operators | contract | 73 | ||
Rent to be received | $ | $ 8,605,737 | ||
Subsequent event | |||
Subsequent Event [Line Items] | |||
Purchase price of assets acquired | $ | $ 735,000 | ||
Payments to acquire businesses, gross | $ | $ 346,000 | ||
Number of Operators | item | 2 | ||
Subsequent event | Triple-net lease | |||
Subsequent Event [Line Items] | |||
Number of Leases | lease | 3 | ||
Subsequent event | Scenario, Plan [Member] | |||
Subsequent Event [Line Items] | |||
Rent to be received | $ | $ 64,000 | ||
Subsequent event | Mortgage Loans Guaranteed By United States Department of Housing and Urban Development [Member] | |||
Subsequent Event [Line Items] | |||
Mortgage loans on real estate, new mortgage loans | $ | $ 389,000 | ||
Debt instrument, interest rate, effective percentage | 3.66% | ||
Subsequent event | Skilled Nursing Facilities | |||
Subsequent Event [Line Items] | |||
Number of real estate properties | 58 | ||
Subsequent event | Senior Housing Facilities [Member] | Scenario, Plan [Member] | United Kingdom | |||
Subsequent Event [Line Items] | |||
Payments to acquire equity method investments | $ | $ 90,000 | ||
Facilities Acquired [Member] | Subsequent event | |||
Subsequent Event [Line Items] | |||
Number of real estate properties | 60 | ||
Number of Beds | item | 6,590 | ||
Facilities Acquired [Member] | Subsequent event | Triple-net lease | Florida | |||
Subsequent Event [Line Items] | |||
Number of real estate properties | 37 | ||
Facilities Acquired [Member] | Subsequent event | Triple-net lease | North Carolina | |||
Subsequent Event [Line Items] | |||
Number of real estate properties | 8 | ||
Facilities Acquired [Member] | Subsequent event | Triple-net lease | Mississippi | |||
Subsequent Event [Line Items] | |||
Number of real estate properties | 6 | ||
Facilities Acquired [Member] | Subsequent event | Triple-net lease | Louisiana | |||
Subsequent Event [Line Items] | |||
Number of real estate properties | 4 | ||
Facilities Acquired [Member] | Subsequent event | Triple-net lease | Idaho | |||
Subsequent Event [Line Items] | |||
Number of real estate properties | 2 | ||
Facilities Acquired [Member] | Subsequent event | Triple-net lease | Kentucky | |||
Subsequent Event [Line Items] | |||
Number of real estate properties | 1 | ||
Facilities Acquired [Member] | Subsequent event | Triple-net lease | Missouri | |||
Subsequent Event [Line Items] | |||
Number of real estate properties | 1 | ||
Facilities Acquired [Member] | Subsequent event | Triple-net lease | Montana | |||
Subsequent Event [Line Items] | |||
Number of real estate properties | 1 | ||
Facilities Acquired [Member] | Subsequent event | Assisted Living Facilities | |||
Subsequent Event [Line Items] | |||
Number of real estate properties | 2 | ||
Portfolio Purchase Agreement [Member] | Subsequent event | United Kingdom | |||
Subsequent Event [Line Items] | |||
Equity Method Investment, Ownership Percentage | 49.00% | ||
Portfolio Purchase Agreement [Member] | Facilities Acquired [Member] | Subsequent event | Senior Housing Facilities [Member] | United Kingdom | |||
Subsequent Event [Line Items] | |||
Number of real estate properties | 67 |