Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 28, 2020 | |
Document And Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
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 | 227,003,999 | |
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, 2020 | |
Document Fiscal Year Focus | 2020 | |
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, 2020 | Dec. 31, 2019 |
Real estate properties | ||
Real estate investments | $ 8,779,962 | $ 8,985,994 |
Less accumulated depreciation | (1,974,038) | (1,787,425) |
Real estate investments - net | 6,805,924 | 7,198,569 |
Investments in direct financing leases - net | 10,858 | 11,488 |
Mortgage notes receivable - net | 892,539 | 773,563 |
Total | 7,709,321 | 7,983,620 |
Other investments - net | 464,503 | 419,228 |
Investments in unconsolidated joint ventures | 196,214 | 199,884 |
Assets held for sale - net | 35,921 | 4,922 |
Total investments | 8,405,959 | 8,607,654 |
Cash and cash equivalents | 35,951 | 24,117 |
Restricted cash | 4,164 | 9,263 |
Contractual receivables - net | 10,757 | 27,122 |
Other receivables and lease inducements | 226,413 | 381,091 |
Goodwill | 644,084 | 644,415 |
Other assets | 71,261 | 102,462 |
Total assets | 9,398,589 | 9,796,124 |
LIABILITIES AND EQUITY | ||
Revolving line of credit | 170,667 | 125,000 |
Term loans - net | 802,334 | 804,738 |
Secured borrowings | 371,351 | 389,680 |
Senior notes and other unsecured borrowings - net | 3,828,609 | 3,816,722 |
Accrued expenses and other liabilities | 277,596 | 312,040 |
Deferred income taxes | 9,618 | 11,350 |
Total liabilities | 5,460,175 | 5,459,530 |
Equity: | ||
Common stock $.10 par value authorized - 350,000 shares, issued and outstanding - 226,980 shares as of September 30, 2020 and 226,631 as of December 31, 2019 | 22,698 | 22,663 |
Common stock - additional paid-in capital | 6,001,092 | 5,992,733 |
Cumulative net earnings | 2,533,339 | 2,463,436 |
Cumulative dividends paid | (4,763,468) | (4,303,546) |
Accumulated other comprehensive loss | (49,101) | (39,858) |
Total stockholders' equity | 3,744,560 | 4,135,428 |
Noncontrolling interest | 193,854 | 201,166 |
Total equity | 3,938,414 | 4,336,594 |
Owners' Equity: | ||
Total liabilities and equity | 9,398,589 | 9,796,124 |
Omega OP | ||
Real estate properties | ||
Real estate investments | 8,779,962 | 8,985,994 |
Less accumulated depreciation | (1,974,038) | (1,787,425) |
Real estate investments - net | 6,805,924 | 7,198,569 |
Investments in direct financing leases - net | 10,858 | 11,488 |
Mortgage notes receivable - net | 892,539 | 773,563 |
Total | 7,709,321 | 7,983,620 |
Other investments - net | 464,503 | 419,228 |
Investments in unconsolidated joint ventures | 196,214 | 199,884 |
Assets held for sale - net | 35,921 | 4,922 |
Total investments | 8,405,959 | 8,607,654 |
Cash and cash equivalents | 35,951 | 24,117 |
Restricted cash | 4,164 | 9,263 |
Contractual receivables - net | 10,757 | 27,122 |
Other receivables and lease inducements | 226,413 | 381,091 |
Goodwill | 644,084 | 644,415 |
Other assets | 71,261 | 102,462 |
Total assets | 9,398,589 | 9,796,124 |
LIABILITIES AND EQUITY | ||
Term loans - net | 74,837 | 74,763 |
Secured borrowings | 371,351 | 389,680 |
Accrued expenses and other liabilities | 219,958 | 245,406 |
Deferred income taxes | 9,618 | 11,350 |
Intercompany loans payable | 4,784,411 | 4,738,331 |
Total liabilities | 5,460,175 | 5,459,530 |
Owners' Equity: | ||
General partners' equity | 3,744,560 | 4,135,428 |
Limited partners' equity | 193,647 | 200,950 |
Total owners' equity | 3,938,207 | 4,336,378 |
Noncontrolling interest | 207 | 216 |
Total equity | 3,938,414 | 4,336,594 |
Total liabilities and equity | $ 9,398,589 | $ 9,796,124 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares shares in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
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 | 226,980 | 226,631 |
Common stock, shares outstanding | 226,980 | 226,631 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | ||||
Rental income | $ 83,226 | $ 202,470 | $ 526,258 | $ 589,464 |
Income from direct financing leases | 258 | 258 | 775 | 777 |
Mortgage interest income | 24,013 | 19,796 | 65,378 | 56,762 |
Other investment income | 11,286 | 9,989 | 32,870 | 33,036 |
Miscellaneous income | 394 | 682 | 3,315 | 2,123 |
Total operating revenues | 119,177 | 233,195 | 628,596 | 682,162 |
Expenses | ||||
Depreciation and amortization | 81,072 | 76,696 | 247,301 | 221,185 |
General and administrative | 14,812 | 13,762 | 44,704 | 43,770 |
Real estate taxes | 2,127 | 3,921 | 9,448 | 11,833 |
Acquisition and merger related costs | 36 | 887 | 62 | 5,072 |
Impairment on real estate properties | 28,105 | 3,836 | 43,732 | 9,545 |
(Recovery) impairment on direct financing leases | (324) | (1,076) | 7,700 | |
Provision for credit losses | 32,076 | 33,577 | ||
Total operating expenses | 157,904 | 99,102 | 377,748 | 299,105 |
Other operating (loss) income | ||||
(Loss) gain on assets sold - net | (749) | 53,067 | 13,932 | 52,803 |
Operating (loss) income | (39,476) | 187,160 | 264,780 | 435,860 |
Other income (expense) | ||||
Interest income and other - net | (82) | (25) | (675) | 121 |
Interest expense | (51,800) | (49,878) | (157,332) | (146,358) |
Interest - amortization of deferred financing costs | (2,462) | (2,277) | (7,384) | (6,753) |
Interest - refinancing costs | (896) | (896) | ||
Realized gain (loss) on foreign exchange | 19 | 23 | (50) | (146) |
Total other expense | (55,221) | (52,157) | (166,337) | (153,136) |
(Loss) income before income tax expense and income from unconsolidated joint ventures | (94,697) | 135,003 | 98,443 | 282,724 |
Income tax expense | (763) | (483) | (2,626) | (1,951) |
Income from unconsolidated joint ventures | 1,692 | 8,428 | 4,654 | 10,028 |
Net (loss) income | (93,768) | 142,948 | 100,471 | 290,801 |
Net loss (income) attributable to noncontrolling interest | 2,477 | (4,208) | (2,540) | (9,218) |
Net (loss) income available to common stockholders/owners | $ (91,291) | $ 138,740 | $ 97,931 | $ 281,583 |
Basic: | ||||
Net (loss) income available to common stockholders | $ (0.40) | $ 0.64 | $ 0.43 | $ 1.33 |
Diluted: | ||||
Net (loss) income | $ (0.40) | $ 0.63 | $ 0.43 | $ 1.32 |
Omega OP | ||||
Revenue | ||||
Rental income | $ 83,226 | $ 202,470 | $ 526,258 | $ 589,464 |
Income from direct financing leases | 258 | 258 | 775 | 777 |
Mortgage interest income | 24,013 | 19,796 | 65,378 | 56,762 |
Other investment income | 11,286 | 9,989 | 32,870 | 33,036 |
Miscellaneous income | 394 | 682 | 3,315 | 2,123 |
Total operating revenues | 119,177 | 233,195 | 628,596 | 682,162 |
Expenses | ||||
Depreciation and amortization | 81,072 | 76,696 | 247,301 | 221,185 |
General and administrative | 14,812 | 13,762 | 44,704 | 43,770 |
Real estate taxes | 2,127 | 3,921 | 9,448 | 11,833 |
Acquisition and merger related costs | 36 | 887 | 62 | 5,072 |
Impairment on real estate properties | 28,105 | 3,836 | 43,732 | 9,545 |
(Recovery) impairment on direct financing leases | (324) | (1,076) | 7,700 | |
Provision for credit losses | 32,076 | 33,577 | ||
Total operating expenses | 157,904 | 99,102 | 377,748 | 299,105 |
Other operating (loss) income | ||||
(Loss) gain on assets sold - net | (749) | 53,067 | 13,932 | 52,803 |
Operating (loss) income | (39,476) | 187,160 | 264,780 | 435,860 |
Other income (expense) | ||||
Interest income and other - net | (82) | (25) | (675) | 121 |
Interest expense | (51,800) | (49,878) | (157,332) | (146,358) |
Interest - amortization of deferred financing costs | (2,462) | (2,277) | (7,384) | (6,753) |
Interest - refinancing costs | (896) | (896) | ||
Realized gain (loss) on foreign exchange | 19 | 23 | (50) | (146) |
Total other expense | (55,221) | (52,157) | (166,337) | (153,136) |
(Loss) income before income tax expense and income from unconsolidated joint ventures | (94,697) | 135,003 | 98,443 | 282,724 |
Income tax expense | (763) | (483) | (2,626) | (1,951) |
Income from unconsolidated joint ventures | 1,692 | 8,428 | 4,654 | 10,028 |
Net (loss) income | (93,768) | 142,948 | 100,471 | 290,801 |
Net loss (income) attributable to noncontrolling interest | 3 | 9 | 9 | 9 |
Net (loss) income available to common stockholders/owners | $ (93,765) | $ 142,957 | $ 100,480 | $ 290,810 |
Net income available to Omega OP Unit holders: | ||||
Net (loss) income available to owners' | $ (0.40) | $ 0.64 | $ 0.43 | $ 1.33 |
Diluted: | ||||
Net (loss) income | $ (0.40) | $ 0.63 | $ 0.43 | $ 1.32 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net (loss) income | $ (93,768) | $ 142,948 | $ 100,471 | $ 290,801 |
Other comprehensive income (loss): | ||||
Foreign currency translation | 11,874 | (7,952) | (7,869) | (9,243) |
Cash flow hedges | 5,723 | 169 | (1,608) | (7,918) |
Total other comprehensive income (loss) | 17,597 | (7,783) | (9,477) | (17,161) |
Comprehensive (loss) income | (76,171) | 135,165 | 90,994 | 273,640 |
Comprehensive loss (income) attributable to noncontrolling interest | 2,014 | (3,978) | (2,306) | (8,677) |
Comprehensive (loss) income attributable to common stockholders | (74,157) | 131,187 | 88,688 | 264,963 |
Omega OP | ||||
Net (loss) income | (93,768) | 142,948 | 100,471 | 290,801 |
Other comprehensive income (loss): | ||||
Foreign currency translation | 11,874 | (7,952) | (7,869) | (9,243) |
Cash flow hedges | 5,723 | 169 | (1,608) | (7,918) |
Total other comprehensive income (loss) | 17,597 | (7,783) | (9,477) | (17,161) |
Comprehensive (loss) income | (76,171) | 135,165 | 90,994 | 273,640 |
Comprehensive loss (income) attributable to noncontrolling interest | 3 | 9 | 9 | 9 |
Comprehensive (loss) income attributable to common stockholders | $ (76,168) | $ 135,174 | $ 91,003 | $ 273,649 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Omega OPTotal Stockholders' Equity [Member] | Omega OPAccumulated Other Comprehensive Loss | Omega OPNoncontrolling Interest | 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 (see Note 1) | $ (8,490) | $ (8,490) | $ (8,198) | $ 0 | $ 0 | $ (8,198) | $ 0 | $ 0 | $ (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 | ||||||||||||||||||||
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 | ||||||||||||||||||||
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Grant of restricted stock to company directors | 0 | 2 | (2) | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||
Stock-based compensation expense | 11,031 | 0 | 11,031 | 0 | 0 | 0 | 0 | 11,031 | ||||||||||||||||||||
Vesting/exercising of equity compensation plan, net of tax withholdings | (3,610) | 13 | (3,623) | 0 | 0 | 0 | 0 | (3,610) | ||||||||||||||||||||
Dividend reinvestment plan and stock purchase plan | 91,845 | 248 | 91,597 | 0 | 0 | 0 | 0 | 91,845 | ||||||||||||||||||||
Deferred compensation directors | 164 | 0 | 164 | 0 | 0 | 0 | 0 | 164 | ||||||||||||||||||||
Equity Program | 107,044 | 307 | 106,737 | 0 | 0 | 0 | 0 | 107,044 | ||||||||||||||||||||
Issuance of common stock - merger-related | 281,628 | 748 | 280,880 | 0 | 0 | 0 | 0 | 281,628 | ||||||||||||||||||||
Common dividends declared | (417,416) | 0 | 0 | 0 | (417,416) | 0 | 0 | (417,416) | ||||||||||||||||||||
Vesting/exercising of Omega OP Units | (4,429) | 0 | (4,429) | 0 | 0 | 0 | 4,429 | 0 | ||||||||||||||||||||
Conversion and redemption of Omega OP Units to common stock | 114,522 | 294 | 114,228 | 0 | 0 | 0 | (114,522) | 0 | ||||||||||||||||||||
Omega OP Units distributions | 0 | 0 | 0 | 0 | 0 | 0 | (17,086) | (17,086) | ||||||||||||||||||||
Noncontrolling interest - consolidated joint venture | $ 228 | 228 | 0 | 0 | 0 | 0 | 0 | 0 | 228 | 228 | ||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||
Foreign currency translation | (9,243) | (9,243) | (8,970) | 0 | 0 | 0 | 0 | (8,970) | (273) | (9,243) | ||||||||||||||||||
Cash flow hedges | (7,918) | (7,918) | (7,650) | 0 | 0 | 0 | 0 | (7,650) | (268) | (7,918) | ||||||||||||||||||
Net (loss) income | 290,810 | (9) | 290,801 | 281,583 | 0 | 0 | 281,583 | 0 | 0 | 9,218 | 290,801 | |||||||||||||||||
Total comprehensive income | 273,640 | 273,640 | ||||||||||||||||||||||||||
Balance , ending at Sep. 30, 2019 | $ (60,801) | 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 | 0 | 2,921 | 0 | 0 | 0 | 0 | 2,921 | ||||||||||||||||||||
Vesting/exercising of equity compensation plan, net of tax withholdings | (653) | 2 | (655) | 0 | 0 | 0 | 0 | (653) | ||||||||||||||||||||
Dividend reinvestment plan and stock purchase plan | 37,742 | 100 | 37,642 | 0 | 0 | 0 | 0 | 37,742 | ||||||||||||||||||||
Deferred compensation directors | 56 | 0 | 56 | 0 | 0 | 0 | 0 | 56 | ||||||||||||||||||||
Equity Program | 4,175 | 12 | 4,163 | 0 | 0 | 0 | 0 | 4,175 | ||||||||||||||||||||
Common dividends declared | (143,497) | 0 | 0 | 0 | (143,497) | 0 | 0 | (143,497) | ||||||||||||||||||||
Vesting/exercising of Omega OP Units | (2,029) | 0 | (2,029) | 0 | 0 | 0 | 2,029 | 0 | ||||||||||||||||||||
Conversion and redemption of Omega OP Units to common stock | 49,112 | 125 | 48,987 | 0 | 0 | 0 | (49,112) | 0 | ||||||||||||||||||||
Omega OP Units distributions | 0 | 0 | 0 | 0 | 0 | 0 | (4,953) | (4,953) | ||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||
Foreign currency translation | (7,952) | (7,952) | (7,718) | 0 | 0 | 0 | 0 | (7,718) | (234) | (7,952) | ||||||||||||||||||
Cash flow hedges | 169 | 169 | 165 | 0 | 0 | 0 | 0 | 165 | 4 | 169 | ||||||||||||||||||
Net (loss) income | 142,957 | (9) | 142,948 | 138,740 | 0 | 0 | 138,740 | 0 | 0 | 4,208 | 142,948 | |||||||||||||||||
Total comprehensive income | 135,165 | 135,165 | ||||||||||||||||||||||||||
Balance , ending at Sep. 30, 2019 | (60,801) | 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 (see Note 1) | (28,785) | (28,785) | $ (28,028) | $ 0 | $ 0 | $ (28,028) | $ 0 | $ 0 | $ (757) | $ (28,785) | ||||||||||||||||||
Balance, beginning, adjusted | 4,107,400 | 22,663 | 5,992,733 | 2,435,408 | (4,303,546) | (39,858) | 200,409 | 4,307,809 | ||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 4,135,428 | $ 22,663 | $ 5,992,733 | $ 2,463,436 | $ (4,303,546) | $ (39,858) | $ 201,166 | $ 4,336,594 | 4,336,594 | |||||||||||||||||||
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Grant of restricted stock to company directors | 0 | 1 | (1) | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||
Stock-based compensation expense | 14,380 | 0 | 14,380 | 0 | 0 | 0 | 0 | 14,380 | ||||||||||||||||||||
Vesting/exercising of equity compensation plan, net of tax withholdings | (4,148) | 16 | (4,164) | 0 | 0 | 0 | 0 | (4,148) | ||||||||||||||||||||
Dividend reinvestment plan and stock purchase plan | 3,747 | 9 | 3,738 | 0 | 0 | 0 | 0 | 3,747 | ||||||||||||||||||||
Deferred compensation directors | 179 | 0 | 179 | 0 | 0 | 0 | 0 | 179 | ||||||||||||||||||||
Equity Program | 1,788 | 5 | 1,783 | 0 | 0 | 0 | 0 | 1,788 | ||||||||||||||||||||
Common dividends declared | (459,922) | 0 | 0 | 0 | (459,922) | 0 | 0 | (459,922) | ||||||||||||||||||||
Vesting/exercising of Omega OP Units | (8,788) | 0 | (8,788) | 0 | 0 | 0 | 8,788 | 0 | ||||||||||||||||||||
Conversion and redemption of Omega OP Units to common stock | 1,236 | 4 | 1,232 | 0 | 0 | 0 | (1,236) | 0 | ||||||||||||||||||||
Omega OP Units distributions | 0 | 0 | 0 | 0 | 0 | 0 | (16,413) | (16,413) | ||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||
Foreign currency translation | (7,869) | (7,869) | (7,674) | 0 | 0 | 0 | 0 | (7,674) | (195) | (7,869) | ||||||||||||||||||
Cash flow hedges | (1,608) | (1,608) | (1,569) | 0 | 0 | 0 | 0 | (1,569) | (39) | (1,608) | ||||||||||||||||||
Net (loss) income | 100,480 | (9) | 100,471 | 97,931 | 0 | 0 | 97,931 | 0 | 0 | 2,540 | 100,471 | |||||||||||||||||
Total comprehensive income | 90,994 | 90,994 | ||||||||||||||||||||||||||
Balance , ending at Sep. 30, 2020 | (51,364) | 3,744,560 | 22,698 | 6,001,092 | 2,533,339 | (4,763,468) | (49,101) | 193,854 | 3,938,414 | |||||||||||||||||||
Beginning balance at Jun. 30, 2020 | 3,970,233 | 22,694 | 5,999,972 | 2,624,630 | (4,610,828) | (66,235) | 197,159 | 4,167,392 | ||||||||||||||||||||
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Stock-based compensation expense | 5,122 | 0 | 5,122 | 0 | 0 | 0 | 0 | 5,122 | ||||||||||||||||||||
Vesting/exercising of equity compensation plan, net of tax withholdings | (779) | 3 | (782) | 0 | 0 | 0 | 0 | (779) | ||||||||||||||||||||
Deferred compensation directors | 61 | 0 | 61 | 0 | 0 | 0 | 0 | 61 | ||||||||||||||||||||
Equity Program | (9) | 0 | (9) | 0 | 0 | 0 | 0 | (9) | ||||||||||||||||||||
Common dividends declared | (152,640) | 0 | 0 | 0 | (152,640) | 0 | 0 | (152,640) | ||||||||||||||||||||
Vesting/exercising of Omega OP Units | (3,355) | 0 | (3,355) | 0 | 0 | 0 | 3,355 | 0 | ||||||||||||||||||||
Conversion and redemption of Omega OP Units to common stock | 84 | 1 | 83 | 0 | 0 | 0 | (84) | 0 | ||||||||||||||||||||
Omega OP Units distributions | 0 | 0 | 0 | 0 | 0 | 0 | (4,562) | (4,562) | ||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||
Foreign currency translation | 11,874 | 11,874 | 11,561 | 0 | 0 | 0 | 0 | 11,561 | 313 | 11,874 | ||||||||||||||||||
Cash flow hedges | 5,723 | 5,723 | 5,573 | 0 | 0 | 0 | 0 | 5,573 | 150 | 5,723 | ||||||||||||||||||
Net (loss) income | $ (93,765) | $ (3) | (93,768) | (91,291) | 0 | 0 | (91,291) | 0 | 0 | (2,477) | (93,768) | |||||||||||||||||
Total comprehensive income | $ (76,171) | (76,171) | ||||||||||||||||||||||||||
Balance , ending at Sep. 30, 2020 | $ (51,364) | $ 3,744,560 | $ 22,698 | $ 6,001,092 | $ 2,533,339 | $ (4,763,468) | $ (49,101) | $ 193,854 | $ 3,938,414 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||||
Dividend per Common Share | $ 0.67 | $ 0.66 | $ 2.01 | $ 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 OP | Total Stockholders' Equity [Member]Restatement Adjustment [Member] | Total Stockholders' Equity [Member] | Noncontrolling InterestOmega OP | Noncontrolling InterestRestatement Adjustment [Member] | Noncontrolling Interest | General PartnerOmega OP | Limited PartnerOmega OP | Omega OP | Restatement Adjustment [Member] | Total |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Cumulative effect of accounting change | $ (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 | ||||||||
Balance, beginning at Dec. 31, 2018 | 3,764,484 | $ 3,444,441 | $ 320,043 | $ 3,764,484 | |||||||
Balance (in units) at Dec. 31, 2018 | 202,346 | 8,714 | 211,060 | ||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
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 | $ 0 | $ 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 (loss) | 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 (loss) | 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 | ||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Cumulative effect of accounting change | (28,785) | $ (28,028) | $ (757) | $ (28,028) | $ (757) | $ (28,785) | $ (28,785) | ||||
Partners' Capital, Adjusted Balance, Total | 4,307,593 | 216 | $ 4,107,400 | $ 200,193 | $ 4,307,809 | ||||||
Balance (in units) | 226,631 | 5,931 | 232,562 | ||||||||
Balance, beginning at Dec. 31, 2019 | 4,336,378 | 216 | $ 4,135,428 | $ 200,950 | $ 4,336,594 | ||||||
Balance (in units) at Dec. 31, 2019 | 226,631 | 5,931 | 232,562 | ||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Contributions from partners | 17,182 | $ 17,182 | $ 17,182 | ||||||||
Contributions from partners (in units) | 349 | 349 | |||||||||
Distributions to partners | (476,335) | $ (459,922) | $ (16,413) | $ (476,335) | |||||||
Vesting/exercising of Omega OP Units | (8,788) | $ 8,788 | |||||||||
Vesting/exercising of Omega OP Units (in units) | 282 | 282 | |||||||||
Omega OP Unit conversions | (1,236) | $ (1,236) | $ (1,236) | ||||||||
Omega OP Unit conversions (in units) | (38) | (38) | |||||||||
Comprehensive income: | |||||||||||
Foreign currency translation | (7,869) | (7,674) | (195) | (7,674) | $ (195) | $ (7,869) | (7,869) | ||||
Cash flow hedges | (1,608) | (1,569) | (39) | (1,569) | (39) | (1,608) | (1,608) | ||||
Net income (loss) | 100,480 | 97,931 | (9) | 2,540 | 97,931 | 2,549 | 100,471 | 100,471 | |||
Total comprehensive income | 90,994 | 90,994 | |||||||||
Balance, ending at Sep. 30, 2020 | 3,938,207 | 207 | $ 3,744,560 | $ 193,647 | $ 3,938,414 | ||||||
Balance (in units) at Sep. 30, 2020 | 226,980 | 6,175 | 233,155 | ||||||||
Balance, beginning at Jun. 30, 2020 | 4,167,182 | 210 | $ 3,970,233 | $ 196,949 | $ 4,167,392 | ||||||
Balance (in units) at Jun. 30, 2020 | 226,943 | 6,068 | 233,011 | ||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||
Contributions from partners | 4,479 | $ 4,479 | $ 4,479 | ||||||||
Contributions from partners (in units) | 37 | 37 | |||||||||
Distributions to partners | (157,202) | $ (152,640) | $ (4,562) | $ (157,202) | |||||||
Vesting/exercising of Omega OP Units | (3,355) | $ 3,355 | |||||||||
Vesting/exercising of Omega OP Units (in units) | 110 | 110 | |||||||||
Omega OP Unit conversions | (84) | $ (84) | $ (84) | ||||||||
Omega OP Unit conversions (in units) | (3) | (3) | |||||||||
Comprehensive income: | |||||||||||
Foreign currency translation | 11,874 | 11,561 | 313 | 11,561 | $ 313 | $ 11,874 | 11,874 | ||||
Cash flow hedges | 5,723 | 5,573 | 150 | 5,573 | 150 | 5,723 | 5,723 | ||||
Net income (loss) | (93,765) | $ (91,291) | (3) | $ (2,477) | (91,291) | (2,474) | (93,768) | (93,768) | |||
Total comprehensive income | (76,171) | $ (76,171) | |||||||||
Balance, ending at Sep. 30, 2020 | $ 3,938,207 | $ 207 | $ 3,744,560 | $ 193,647 | $ 3,938,414 | ||||||
Balance (in units) at Sep. 30, 2020 | 226,980 | 6,175 | 233,155 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net (loss) income | $ 100,471 | $ 290,801 |
Adjustment to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 247,301 | 221,185 |
Impairment on real estate properties | 47,210 | 13,220 |
(Recovery) impairment on direct financing leases | (1,076) | 7,700 |
Provision for credit losses | 33,577 | |
Provision for rental income | 144,502 | 10,970 |
Interest - amortization of deferred financing costs | 7,384 | 6,753 |
Accretion of direct financing leases | 18 | 6 |
Stock-based compensation expense | 14,380 | 11,519 |
Gain on assets sold - net | (13,932) | (52,803) |
Amortization of acquired in-place leases - net | (8,460) | (4,673) |
Effective yield receivable on mortgage notes | (433) | (258) |
Interest paid-in-kind | (5,789) | (5,269) |
Loss from unconsolidated joint ventures | 153 | |
Change in operating assets and liabilities - net: | ||
Contractual receivables | 5,359 | (156) |
Straight-line rent receivables | (16,112) | (35,592) |
Lease inducements | (23,391) | (27,353) |
Other operating assets and liabilities | (20,265) | (30,295) |
Net cash provided by operating activities | 510,897 | 405,755 |
Cash flows from investing activities | ||
Acquisition of a business, net of cash acquired | (59,616) | |
Acquisition of real estate | (27,230) | (31,287) |
Acquisition deposit | (22,050) | |
Net proceeds from sale of real estate investments | 117,164 | 186,011 |
Investments in construction in progress | (61,991) | (98,187) |
Proceeds from direct financing lease and related trust | 15,220 | 88,730 |
Placement of mortgage loans | (59,922) | (14,739) |
Collection of mortgage principal | 4,005 | 43,379 |
Investments in unconsolidated joint ventures | (2,175) | |
Distributions from unconsolidated joint ventures in excess of earnings | 2,852 | 8,075 |
Capital improvements to real estate investments | (27,018) | (39,540) |
Receipts from insurance proceeds | 346 | 6,878 |
Investments in other investments | (116,462) | (68,260) |
Proceeds from other investments | 99,239 | 72,137 |
Net cash (used in) provided by investing activities | (55,972) | 71,531 |
Cash flows from financing activities | ||
Proceeds from credit facility borrowings | 939,466 | 887,000 |
Payments on credit facility borrowings | (893,000) | (1,485,100) |
Noncontrolling members' contributions to consolidated joint venture | 228 | |
Receipts of other long-term borrowings | 494,985 | |
Payments of other long-term borrowings | (18,329) | (100,000) |
Payments of financing related costs | (896) | (4,054) |
Receipts from dividend reinvestment plan | 3,747 | 91,845 |
Payments for exercised options and restricted stock | (4,148) | (3,848) |
Net proceeds from issuance of common stock | 1,788 | 107,044 |
Dividends paid | (459,743) | (417,252) |
Distributions to Omega OP Unit Holders | (16,413) | (17,086) |
Net cash used in financing activities | (447,528) | (446,238) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | (662) | (487) |
Increase in cash, cash equivalents and restricted cash | 6,735 | 30,561 |
Cash, cash equivalents and restricted cash at beginning of period | 33,380 | 11,671 |
Cash, cash equivalents and restricted cash at end of period | 40,115 | 42,232 |
Omega OP | ||
Cash flows from operating activities | ||
Net (loss) income | 100,471 | 290,801 |
Adjustment to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 247,301 | 221,185 |
Impairment on real estate properties | 47,210 | 13,220 |
(Recovery) impairment on direct financing leases | (1,076) | 7,700 |
Provision for credit losses | 33,577 | |
Provision for rental income | 144,502 | 10,970 |
Interest - amortization of deferred financing costs | 7,384 | 6,753 |
Accretion of direct financing leases | 18 | 6 |
Stock-based compensation expense | 14,380 | 11,519 |
Gain on assets sold - net | (13,932) | (52,803) |
Amortization of acquired in-place leases - net | (8,460) | (4,673) |
Effective yield receivable on mortgage notes | (433) | (258) |
Interest paid-in-kind | (5,789) | (5,269) |
Loss from unconsolidated joint ventures | 153 | |
Change in operating assets and liabilities - net: | ||
Contractual receivables | 5,359 | (156) |
Straight-line rent receivables | (16,112) | (35,592) |
Lease inducements | (23,391) | (27,353) |
Other operating assets and liabilities | (20,265) | (30,295) |
Net cash provided by operating activities | 510,897 | 405,755 |
Cash flows from investing activities | ||
Acquisition of a business, net of cash acquired | (59,616) | |
Acquisition of real estate | (27,230) | (31,287) |
Acquisition deposit | (22,050) | |
Net proceeds from sale of real estate investments | 117,164 | 186,011 |
Investments in construction in progress | (61,991) | (98,187) |
Proceeds from direct financing lease and related trust | 15,220 | 88,730 |
Placement of mortgage loans | (59,922) | (14,739) |
Collection of mortgage principal | 4,005 | 43,379 |
Investments in unconsolidated joint ventures | (2,175) | |
Distributions from unconsolidated joint ventures in excess of earnings | 2,852 | 8,075 |
Capital improvements to real estate investments | (27,018) | (39,540) |
Receipts from insurance proceeds | 346 | 6,878 |
Investments in other investments | (116,462) | (68,260) |
Proceeds from other investments | 99,239 | 72,137 |
Net cash (used in) provided by investing activities | (55,972) | 71,531 |
Cash flows from financing activities | ||
Repayments of secured borrowings | (18,329) | |
Proceeds from intercompany loans payable from Omega | 939,466 | 1,381,985 |
Repayment of intercompany loans payable to Omega | (893,000) | (1,585,100) |
Noncontrolling members' contributions to consolidated joint venture | 228 | |
Equity contributions from general partners | 1,387 | 195,041 |
Payments of financing related costs | (896) | (4,054) |
Distributions to general partners | (459,743) | (417,252) |
Distributions to limited partners | (16,413) | (17,086) |
Net cash used in financing activities | (447,528) | (446,238) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | (662) | (487) |
Increase in cash, cash equivalents and restricted cash | 6,735 | 30,561 |
Cash, cash equivalents and restricted cash at beginning of period | 33,380 | 11,671 |
Cash, cash equivalents and restricted cash at end of period | $ 40,115 | $ 42,232 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
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 incorporated in the State of Maryland on March 31, 1992 and has elected to be taxed as a real estate investment trust (āREITā) for federal income tax purposes. 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. Omega 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), assisted living facilities (āALFsā), and to a lesser extent, independent living facilities (āILFsā), rehabilitation and acute care facilities (āspecialty facilitiesā) and medical office buildings (āMOBsā). Our core portfolio consists of long-term leases and mortgage agreements. All of our leases are ātriple-netā leases, which require the operators (we use the term āoperatorā to refer to our tenants, mortgagors and their affiliates who manage and/or operate our properties) 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 derives from fixed and variable rate loans to our operators and/or their principals 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, 2020, 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. 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, and Omega OPās net earnings are reduced by the portion of net earnings attributable to noncontrolling interests. Risks and Uncertainties The Company is subject to certain risks and uncertainties affecting the healthcare industry, including those stemming from the novel coronavirus (āCOVID-19ā) global pandemic described below, which has disproportionately impacted the senior care sector, as well as, those stemming from healthcare legislation and changing regulation by federal, state and local governments, including those driven by the COVID-19 pandemic. Additionally, we are subject to risks and uncertainties as a result of changes affecting operators of nursing home facilities due to the actions of governmental agencies and insurers to limit the rising cost of healthcare services. The COVID-19 pandemic has led governments and other authorities in the U.S., U.K. and around the world to impose measures intended to control its spread, including but not limited to, the mandated use of personal protective equipment, restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders, etc. A range of government restrictions remain in place along with continuing uncertainty around the potential duration of the pandemic. As of October 22, 2020, approximately half of our facilities have reported one or more positive cases of COVID-19 among the residents and/or operator employee populations. Many of our operators have reported incurring significant cost increases as a result of the COVID-19 pandemic, with dramatic increases for facilities with positive cases. We believe these increases primarily stem from elevated labor costs, including increased use of overtime and bonus pay, as well as a significant increase in both the cost and usage of personal protective equipment, testing equipment and processes and supplies. In terms of occupancy levels, many of our operators have reported experiencing declines, in part due to the elimination or suspension of elective hospital procedures, fewer discharges from hospitals to SNFs and higher hospital readmittances from SNFs. ā To the extent government support is not sufficient or timely to offset these impacts, or to the extent these trends continue or accelerate and are not offset by additional government relief that is sufficient or timely, the operating results of our operators are likely to be adversely affected, some may be unwilling or unable to pay their contractual obligations to us in full or on a timely basis and we may be unable to restructure such obligations on terms as favorable to us as those currently in place. Even if operators are able to avail themselves of government relief to offset some of these costs, they may face challenges in complying with the terms and conditions of government support and may face longer-term adverse impacts to their personnel and business operations from the pandemic, including potential patient litigation and decreased demand for their services. The extent of the COVID-19 pandemicās effect on our and our operatorsā operational and financial performance will depend on future developments, including the ultimate duration, spread and intensity of the outbreak, which may depend on factors such as the development and implementation of an effective vaccine and treatments for COVID-19, government funds and other support for the senior care sector and the efficacy of other policies and measures that may mitigate the impact of the pandemic, all of which are uncertain and difficult to predict. Due to these uncertainties, we are not able at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material. ā 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, 2020, 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. 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 eight three 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 and other deposits required by the U.S. Department of Housing and Urban Development (āHUDā) in connection with our mortgage borrowings guaranteed by HUD. 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 consider 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 or other healthcare facility 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 to our assets in a future period that could be material to Omegaās results of operations. For the three months ended September 30, 2020 and 2019, we recognized impairment on real estate properties of approximately $28.1 million and $3.8 million, respectively. For the nine months ended September 30, 2020 and 2019, we recognized impairment on real estate properties of approximately $43.7 million and $9.5 million, respectively. In July 2020, we executed a Forbearance and Transition Agreement with Daybreak Venture LLC (āDaybreakā) which, among other things, set forth the partiesā plan to sell or re-lease the Daybreak portfolio (which plan contemplated the potential sale of 28 facilities currently leased to Daybreak to a non-Omega party for $100 million), and the Companyās agreement to forbear from exercising certain default remedies during the transition period. During the third quarter of 2020, discussions terminated on the contemplated sale transaction for $100 million, and in October 2020 the Forbearance and Transition Agreement was amended and restated to continue the forbearance. The Company is in negotiations with other third-party operators to re-lease these 28 facilities, along with three additional facilities. Further, the Company expects to re-lease or sell one additional Daybreak facility with a net book value of $0.1 million either in connection with or separate from these transactions. As of September 30, 2020, the 31 facilities subject to current re-lease negotiations have a net book value of approximately $147 million. We evaluated the facilities for impairment as of September 30, 2020 and concluded that the facilities were not impaired, as we believe that our expected annual nominal cash flows from re-leasing these facilities exceed our current net book value of the 31 facilities. To the extent certain of these 31 facilities are not re-leased to a third-party operator and are instead identified for sale, we may be required to record an impairment to the extent the sales price for a facility is less than its net book value. On May 26, 2020, we executed an agreement to sell an acute care hospital located in Nevada to an unrelated third-party for $56.5 million. The agreement provided that the sale was subject to a 60-day due diligence period which expired in July 2020. During the second quarter of 2020, we recorded an impairment of approximately $2.2 million related to this facility to reduce its net book value to its fair value less costs to sell of approximately $55.3 million and reclassified the facility to assets held for sale. In July 2020, we agreed with the third-party buyer to lower the purchase price to approximately $49.0 million. The reduction in the purchase price resulted in an additional impairment of approximately $7.4 million in July 2020, and the facility was subsequently sold in September 2020. 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 receivable based on a combination of factors, including, but not limited to, delinquency status, financial strength of the borrower and guarantors 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 a loan impairment, 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. 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 and direct financing leases using (a) the cost-recovery method, and/or (b) the cash basis method. We generally utilize the cost-recovery method for impaired loans or direct financing leases for which impairment reserves were recorded. We utilize the cash basis method for impaired loans or direct financing leases for which no impairment reserves were recorded because the net present value of the discounted cash flows expected under the loan or direct financing lease and/or the underlying collateral supporting the loan or direct financing lease were equal to or exceeded the book value of the loans or direct financing leases. Under the cost-recovery method, we apply cash received against the outstanding loan balance or direct financing lease 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, 2020 and December 31, 2019, we had $61.0 million and $5.1 million, respectively, of reserves on our loans. For additional information see āAccounting Pronouncements Adopted in 2020,ā Note 3 ā Direct Financing Leases, Note 4 ā Mortgage Notes Receivable, and Note 5 ā Other Investments. 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. Earnings Per Share/Unit The computation of basic earnings per share/unit (āEPSā or āEPUā) is computed by dividing net (loss) 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 (loss) 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. 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. To the extent we have a net loss, potential common shares/units are not included in the computation of diluted earnings per share as the effect would be an antidilutive per share amount. 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 our related assertions. Omega 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, 2020 and December 31, 2019, the fair value of certain qualifying cash flow hedges was $12.0 million and $3.7 million, respectively, and are included in accrued expenses and other liabilities on our Consolidated Balance Sheets (see Note 19 ā Subsequent Events). At September 30, 2020, the fair value of certain qualifying cash flow hedges was $6.6 million and is included in other assets on our Consolidated Balance Sheets (see Note 14 ā Borrowing Activities and Arrangements). Net investment hedge We are exposed to fluctuations in the GBP against its functional currency, the USD, relating to its investments in healthcare-related investments located in the U.K. The Company uses a nonderivative, GBP-denominated term loan and line of credit 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, current and future economic conditions and expectations of performance (which includes known substantial doubt about an operatorās ability to continue as a going concern). If our evaluation of these factors indicates it is probable that we will be unable to collect substantially all rents, we place that operator on a cash basis 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. As a result of placing an operator on a cash basis, we may recognize a charge to rental income for any contractual rent receivable, straight-line rent receivable and lease inducements. 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, ā December 31, ā ā 2020 2019 ā ā (in thousands) ā ā ā ā ā ā ā ā ā Contractual receivables ā |
PROPERTIES AND INVESTMENTS
PROPERTIES AND INVESTMENTS | 9 Months Ended |
Sep. 30, 2020 | |
PROPERTIES AND INVESTMENTS [Abstract] | |
PROPERTIES AND INVESTMENTS | 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, ā December 31, ā ā 2020 2019 ā ā (in thousands) ā Buildings ā $ 7,027,766 ā $ 7,056,106 ā Land ā 880,498 ā 901,246 ā Furniture and equipment ā 528,324 ā 515,421 ā Site improvements ā 303,978 ā 287,655 ā Construction in progress ā 39,396 ā 225,566 ā Total real estate investments ā 8,779,962 ā 8,985,994 ā Less accumulated depreciation ā (1,974,038) ā (1,787,425) ā Real estate investments ā net ā $ 6,805,924 ā $ 7,198,569 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā ā Nine Months Ended September 30, ā ā 2020 ā 2019 ā ā 2020 ā 2019 ā ā (in thousands) Rental income ā operating leases ā $ 81,424 ā $ 199,193 ā ā $ 517,384 ā $ 579,621 Variable lease income ā operating leases ā ā 1,802 ā ā 3,277 ā ā ā 8,874 ā ā 9,843 Total lease income ā $ 83,226 ā $ 202,470 ā ā $ 526,258 ā $ 589,464 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 & Equipment Annual ā Period ā SNF ALF Specialty MOB ā State ā (in millions) ā Cash Yield (1) ā Q1 ā 2 ā ā UK ā $ 12.1 ā $ 3.6 $ 8.0 $ 0.5 8.00 % Q1 ā 1 ā ā ā ā IN ā ā 7.0 ā ā 0.7 ā ā 5.8 ā ā 0.5 ā 9.50 % Q2 ā 1 ā ā ā ā OH ā ā 6.9 ā ā 0.8 ā ā 5.5 ā ā 0.6 ā 9.50 % Total 2 2 ā ā ā $ 26.0 $ 5.1 $ 19.3 $ 1.6 ā ā (1) The initial annual cash yield reflects the initial annual cash rent divided by the purchase price. ā ā MedEquities Merger ā 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. 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 ā Our purchase price allocation was finalized during the second quarter of 2020, with no material adjustments recorded. The following table highlights the final 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 ā $ 440,690 Mortgage notes receivable ā 108,097 Other investments ā 19,192 Investment in unconsolidated joint venture ā 73,834 Cash ā 4,067 Contractual receivables ā 1,002 Other assets (1) ā 7,698 Total investments ā ā 654,580 Debt ā ā (285,100) Accrued expenses and other liabilities (2) ā ā (23,931) Fair value of net assets acquired ā $ 345,549 (1) Includes approximately $2.5 million in above market lease assets. (2) Includes approximately $1.1 million in below market lease liabilities. 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, 2019. In the opinion of management, all significant, necessary adjustments to reflect the effect of the merger have been made. ā ā ā ā ā ā ā Pro Forma ā ā Nine Months Ended ā ā September 30, ā ā 2019 ā ā ā ā ā ā ā Pro forma revenues ā $ 703,650 Pro forma net income ā $ 301,074 ā ā ā ā Earnings per share ā diluted: ā ā ā Net income ā as reported ā $ 1.32 Net income ā pro forma ā $ 1.33 ā Asset Sales and Impairments ā During the first quarter of 2020, we sold six facilities subject to operating leases for approximately $18.1 million in net cash proceeds, recognizing a net gain of approximately $1.8 million. In addition, we recorded impairments on three facilities of approximately $3.6 million (one was subsequently reclassified to assets held for sale). During the second quarter of 2020, we sold 15 facilities (also see Note 4 ā Mortgages Notes Receivable) subject to operating leases and one facility subject to a direct financing lease for approximately $38.0 million in net cash proceeds, recognizing a net gain of approximately $12.8 million. In addition, we recorded impairments on 10 facilities of approximately $12.0 million (two were subsequently reclassified to assets held for sale). During the third quarter of 2020, we sold six facilities and a parcel of land subject to operating leases for approximately $61.0 million in net cash proceeds, recognizing a net loss of approximately $0.7 million. In addition, we recorded impairments on seven facilities of approximately $28.1 million (six were subsequently reclassified to assets held for sale during the third quarter of 2020). Our impairments for the third quarter of 2020 were offset by approximately $3.5 million of insurance proceeds related to a facility that was previously destroyed and impaired. 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 or, with respect to the facilities reclassified to held for sale, to their estimated fair values less costs to sell. 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, 2020 | |
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, ā December 31, ā ā 2020 2019 ā ā (in thousands) ā Minimum lease payments receivable ā $ 26,217 ā $ 27,227 ā Less unearned income ā (14,747) ā (15,522) ā Investment in direct financing leases ā 11,470 ā 11,705 ā Less allowance for credit losses on direct financing leases ā (612) ā (217) ā Investment in direct financing leases ā net ā $ 10,858 ā $ 11,488 ā ā ā ā ā ā ā ā ā Properties subject to direct financing leases ā 1 ā 2 ā Number of direct financing leases ā 1 ā 2 ā ā In June 2020, we received approximately $14.9 million from the Orianna Health Systems Distribution Trust (the āTrustā) as part of its final liquidation. As of December 31, 2019, our remaining receivable was approximately $14.1 million which was recorded in other assets on our Consolidated Balance Sheets. Approximately $0.8 million of the overall proceeds of $14.9 million were recorded in recovery (impairment) of direct financing leases. During the third quarter of 2020, we received additional proceeds of approximately $0.3 million from the Trust, which were recorded in recovery (impairment) of direct financing leases on our Consolidated Statements of Operations. 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. |
MORTGAGE NOTES RECEIVABLE
MORTGAGE NOTES RECEIVABLE | 9 Months Ended |
Sep. 30, 2020 | |
Mortgage Notes Receivable [Abstract] | |
MORTGAGE NOTES RECEIVABLE | NOTE 4 ā MORTGAGE NOTES RECEIVABLE As of September 30, 2020, mortgage notes receivable relate to ten fixed rate mortgage notes on 64 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 the terms of our mortgages and when necessary have initiated collection, foreclosure and other proceedings with respect to certain outstanding mortgage notes. ā 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 2020 2019 ā ā (in thousands) ā Mortgage note due 2027; interest at 10.59% ā $ 112,500 ā $ 112,500 ā Mortgage notes due 2029; interest at 10.52% (1) ā 672,364 ā 526,520 ā Other mortgage notes outstanding (2) ā 136,860 ā 139,448 ā Mortgage notes receivable, gross ā 921,724 ā 778,468 ā Allowance for credit losses on mortgage notes receivable ā (29,185) ā (4,905) ā Total mortgages ā net ā $ 892,539 ā $ 773,563 ā (1) Approximates the weighted average interest rate on 47 facilities as of September 30, 2020. Two notes totaling approximately $28.6 million are construction mortgages with maturities in 2021. Two mortgage notes totaling $43.2 million mature in 2021 and the remaining loan balance matures in 2029 . (2) Other mortgages outstanding have a weighted average interest rate of 9.40% per annum as of September 30, 2020 and maturity dates through 2028 . ā $672 Million Mortgage Notes due 2029 On May 1, 2020, we amended our initial $415 million amortizing master mortgage (the āMaster Mortgageā) with Ciena Healthcare (āCienaā) to (i) increase the interest rate on the Master Mortgage to 10.67% per annum and (ii) add an additional $83.5 million mortgage note related to eight SNFs and one ALF located in Michigan. These nine facilities were formerly leased to Ciena and were sold to Ciena in a noncash transaction that closed on May 1, 2020 and we retained the first mortgage. In connection with this sale, we recorded a loss of $3.6 million related to the write-off of the nine facilitiesā straight-line rent receivable. The mortgage note matures on June 30, 2029 and bears an initial annual interest rate of 10.31% which increases each year by 2%. As of September 30, 2020, the outstanding principal balance of this mortgage note is approximately $83.4 million. In June 2020, we entered into a loan agreement with subsidiaries of Ciena to provide $43.2 million of mortgage notes related to two SNFs located in Ohio. The mortgage notes mature on June 30, 2021 and bear an initial annual interest rate of 9.5%. As of September 30, 2020, the outstanding principal balance of these mortgage notes is approximately $43.2 million. As of September 30, 2020, our total outstanding mortgage notes receivable with Ciena total $672.4 million. |
OTHER INVESTMENTS
OTHER INVESTMENTS | 9 Months Ended |
Sep. 30, 2020 | |
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, ā December 31, ā ā 2020 2019 ā ā ā (in thousands) ā Other investment notes due 2021; interest at 13.11% (1) ā $ 81,948 $ 77,087 ā Other investment notes due 2021-2025; interest at 8.25% (1) ā ā 62,187 ā 58,687 ā Other investment note due 2023; interest at 12.00% ā 49,908 ā ā 52,213 ā Other investment notes due 2030; interest at 7.00% ā 132,148 ā 65,000 ā Other investment notes outstanding (2) ā 169,504 ā 166,241 ā Total other investments, gross ā ā 495,695 ā ā 419,228 ā Allowance for credit losses on other investments ā ā (31,192) ā ā ā ā Total other investments - net ā $ 464,503 ā $ 419,228 ā (1) Approximate weighted average interest rate as of September 30, 2020. (2) Other investment notes have a weighted average interest rate of 7.92% as of September 30, 2020 and maturity dates through 2028 . ā Other Investment Notes due 2021 ā ā ā ā ā Other Investment Notes due 2021-2025 ā On September 30, 2016, we acquired and amended a term loan of approximately $37.0 million with Agemo. A $5.0 million tranche of the term loan that bore interest at 13% per annum was repaid in August 2017. The remaining $32.0 million tranche of the term loan (the ā$32.0 million term loanā) bears interest at 9% per annum and matures on December 31, 2024. The $32.0 million term loan and the $1.7 million term loan (discussed below) are secured by a security interest in certain collateral of Agemo. ā On November 5, 2019, we provided Agemo a $1.7 million term loan (which was added to the $32.0 million term loan) that bears interest at a fixed rate of 9% per annum and was initially scheduled to mature on March 31, 2020. On February 10, 2020, we extended the maturity of this loan to January 1, 2021. During the third quarter of 2020, the Company concluded that both the $32.0 million term loan and $1.7 million term loan were impaired, based in part on our consideration of information the Company received from the operator regarding substantial doubt as to its ability to continue as a going concern. We recorded a provision for credit loss of $24.4 million to reduce the carrying value of these loans to the fair value of the underlying collateral, which was limited to our $9.3 million letter of credit (a Level 1 input). We also fully reserved approximately $3.8 million of contractual interest receivable related to the $32.0 million term loan (see Note 1 ā Basis of Presentation and Significant Accounting Policies). As of September 30, 2020, approximately $9.3 million is outstanding on these term loans. On September 1, 2020, we placed both the $32.0 million and the $1.7 million term loans on a cash basis for purposes of revenue recognition. ā On May 7, 2018, the Company provided Agemo a $25.0 million secured working capital loan bearing interest at 7% per annum and matures on April 30, 2025. The working capital loan is primarily secured by a collateral package that includes a second lien on the accounts receivable of the borrowers. The proceeds of the working capital loan were used to pay operating expenses, settlement payments, fees, taxes and other costs approved by the Company. As of September 30, 2020, approximately $25.0 million is outstanding on this working capital loan. During the third quarter of 2020, no incremental provision for credit loss was recorded for this loan given the underlying collateral value. ā On February 28, 2020, we provided an affiliate of Agemo a $3.5 million term loan bearing interest at a fixed rate of 10% per annum (with the interest paid-in-kind) and matures on February 28, 2021. As of September 30, 2020, $3.5 million is outstanding on this term loan. During the third quarter of 2020, no incremental provision for credit loss was recorded for this loan given the underlying collateral value. ā At September 30, 2020, the total carrying value of our loans with Agemo and its affiliates, net of allowances for credit losses, is approximately $37.8 million. ā Other Investment Notes due 2030 ā ā ā Other Investment Notes Outstanding ā On April 17, 2020, we provided a $17.6 million unsecured loan to a subsidiary of Second Spring Healthcare Investments (an entity in which we have an approximate 15% ownership interest, see Note 7 ā Investment in Joint Ventures). The loan bears interest at the greater of the prime interest rate or 3-month LIBOR plus 2.75% per annum and is due on demand. As of September 30, 2020, the loan bears interest at 3.25% per annum and has a total outstanding balance of $17.6 million. ā |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 9 Months Ended |
Sep. 30, 2020 | |
Variable Interest Entities [Abstract] | |
VARIABLE INTEREST ENTITIES | NOTE 6 ā VARIABLE INTEREST ENTITIES As of September 30, 2020 and December 31, 2019, Agemo is a VIE. As of September 30, 2020, Maplewood is also a VIE. Below is a summary of our assets, liabilities and collateral associated with these operators as of September 30, 2020 and December 31, 2019: ā ā ā ā ā ā ā ā ā ā ā ā ā September 30, 2020 ā December 31, 2019 ā ā ā Agemo Maplewood ā Agemo ā ā ā (in thousands) ā (in thousands) ā Assets ā ā ā ā ā ā ā ā ā Real estate investments ā net ā $ 375,641 $ 746,956 ā $ 403,389 ā Other investments ā 37,753 132,148 ā ā 58,687 ā Contractual receivables ā 641 771 ā ā 18,113 ā Straight-line rent receivables ā ā (61,207) ā ā 46,247 ā Lease inducement ā ā ā ā 71,006 ā ā 6,810 ā Subtotal ā 414,035 889,674 ā ā 533,246 ā ā ā ā ā ā ā ā ā ā ā Liabilities ā ā ā ā ā ā ā ā ā Net in-place lease liability ā ā ā ā (337) ā ā ā ā Contingent liability ā ā ā ā (43,915) ā ā ā ā Subtotal ā ā (44,252) ā ā ā ā ā ā ā ā ā ā ā ā ā ā Collateral ā ā ā ā Letters of credit ā (9,253) ā ā ā (9,253) ā Personal guarantee ā (8,000) (40,000) ā ā (8,000) ā Other collateral ā (375,641) (746,956) ā ā (403,389) ā Subtotal ā (392,894) (786,956) ā ā (420,642) ā ā ā ā ā ā ā ā ā ā ā Maximum exposure to loss ā $ 21,141 $ 58,466 ā $ 112,604 ā ā In determining our maximum exposure to loss from the VIE, we considered the underlying carrying 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, as well as other liabilities recognized with respect to these operators. See Note 5 ā Other Investments regarding the terms of the other investments with Agemo and Maplewood. The table below reflects our total revenues from Agemo and Maplewood for the three and nine months ended September 30, 2020 and 2019: 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 ā ā ā Three Months Ended September 30, ā ā Nine Months Ended September 30, ā ā ā 2020 ā 2020 ā 2019 ā 2019 ā ā 2020 ā 2020 ā 2019 ā 2019 ā ā ā Agemo ā Maplewood ā Agemo ā Maplewood ā ā Agemo ā Maplewood ā Agemo ā Maplewood ā ā ā (in thousands) Revenue ā ā ā ā ā ā ā ā ā ā ā ā Rental income (1) ā ā $ (63,128) ā $ 13,199 ā $ 15,145 ā $ 10,337 ā ā $ (33,026) ā $ 33,381 ā $ 45,473 ā $ 28,804 Other investment income ā ā 1,059 ā 1,979 ā 1,168 ā 1,215 ā ā 3,597 ā 4,833 ā 3,295 ā 3,606 Total (2) ā ā $ (62,069) ā $ 15,178 ā $ 16,313 ā $ 11,552 ā ā $ (29,429) ā $ 38,214 ā $ 48,768 ā $ 32,410 (1) The rental income related to Agemo for the three and nine months ended September 30, 2020, reflects the write-off of approximately $75.3 million of contractual rent receivable, straight-line rent receivable and lease inducements (see Note 1 ā Basis of Presentation and Significant Accounting Policies). (2) For the three months ended September 30, 2020 and 2019, we received cash from Agemo of approximately $13.4 million and $13.5 million, respectively, pursuant to our lease and other investment agreements. For the nine months ended September 30, 2020 and 2019, we received cash from Agemo of approximately $40.1 million and $39.7 million, respectively, pursuant to our lease and other investment agreements. For the three months ended September 30, 2020 and 2019, we received cash rental income and other investment income from Maplewood of approximately $17.5 million and $11.4 million, respectively. For the nine months ended September 30, 2020 and 2019, we received cash rental income and other investment income from Maplewood of approximately $51.4 million and $31.7 million, respectively. ā ā |
INVESTMENTS IN JOINT VENTURES
INVESTMENTS IN JOINT VENTURES | 9 Months Ended |
Sep. 30, 2020 | |
INVESTMENTS IN JOINT VENTURES [Abstract] | |
INVESTMENTS IN JOINT VENTURES | NOTE 7 ā INVESTMENTS IN JOINT VENTURES Unconsolidated Joint Ventures 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 ā ā ā Carrying Amount ā ā Ownership ā Initial Investment ā ā Initial ā Facility ā Facilities at ā September 30, ā December 31, Entity (1) ā % ā Date ā ā Investment (2) ā Type ā 9/30/2020 ā 2020 2019 Second Spring Healthcare Investments (3) ā 15% ā 11/1/2016 ā $ 50,032 ā SNF ā 23 ā $ 20,386 $ 22,504 Lakeway Realty, L.L.C. ā 51% ā 5/17/2019 ā ā 73,834 ā Specialty facility ā 1 ā ā 72,585 ā ā 73,273 Cindat Joint Venture ā 49% ā 12/18/2019 ā ā 105,687 ā ALF ā 67 ā ā 103,052 ā ā 103,976 OMG Senior Housing, LLC ā 50% ā 12/6/2019 ā ā ā ā ILF ā 1 ā ā ā ā OH CHS SNP, Inc. ā 9% ā 12/20/2019 ā ā 450 ā N/A ā N/A ā ā 191 ā ā 131 ā ā ā ā ā ā $ 230,003 ā ā ā ā ā $ 196,214 ā $ 199,884 (1) These entities and their subsidiaries are not consolidated by the Company because it does not control, through voting rights or other means, the joint venture. (2) Our initial investment includes our transaction costs, if any. (3) The Company made a loan of $17.6 million to the venture which is included in other investments. See Note 5 ā Other Investments. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā Nine Months Ended September 30, Entity ā 2020 2019 ā 2020 2019 ā ā (in thousands) Second Spring Healthcare Investments ā $ 1,666 ā $ 7,832 ā $ 2,947 ā $ 9,139 Lakeway Realty, L.L.C. ā ā 637 ā 596 ā ā 1,860 ā 889 Cindat Joint Venture ā (398) ā ā ā 493 ā ā OMG Senior Housing, LLC ā (108) ā ā ā (387) ā ā OH CHS SNP, Inc. ā (105) ā ā ā (259) ā ā Total ā $ 1,692 ā $ 8,428 ā $ 4,654 ā $ 10,028 ā Asset Management Fees We receive asset management fees from certain joint ventures for services provided. For the three months ended September 30, 2020 and 2019, we recognized approximately $0.3 million and $0.2 million, respectively of asset management fees. For the nine months ended September 30, 2020 and 2019, we recognized approximately $1.0 million and $0.7 million, respectively of asset management fees. These fees are included in miscellaneous income in the accompanying Consolidated Statements of Operations. |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019 6 ā $ 4,922 Properties sold (1) (4) ā ā (4,341) Properties added (2) 6 ā ā 23,544 March 31, 2020 8 ā ā 24,125 Properties sold (1) (5) ā ā (19,910) Properties added (2) 3 ā ā 66,301 June 30, 2020 6 ā ā 70,516 Properties sold (1) (4) ā ā (66,560) Properties added (2) 11 ā ā 31,965 September 30, 2020 (3) ā 13 ā $ 35,921 (1) In the first quarter of 2020, we sold four facilities for approximately $4.2 million in net cash proceeds recognizing a net loss on sale of approximately $0.5 million. In the second quarter of 2020, we sold five facilities for approximately $38.4 million in net cash proceeds recognizing a net gain on sale of approximately $16.7 million. In the third quarter of 2020, we sold four facilities and a parcel of land for approximately $60.7 million in net cash proceeds recognizing a net loss on sale of approximately $1.0 million. During the third quarter of 2020, we recorded a $7.4 million impairment on one facility to reduce its net book value to its fair value less cost to sell. (2) In the first quarter of 2020, we recorded approximately $1.9 million of impairment expense to reduce one facilityās book value to its estimated fair value less costs to sell before it was reclassified to assets held for sale. In the second quarter of 2020, we recorded approximately $2.6 million of impairment expense to reduce two facilitiesā book value to their estimated fair value less costs to sell before they were reclassified to assets held for sale. In the third quarter of 2020, we recorded approximately $24.2 million of impairment expense to reduce six facilitiesā book value to their estimated fair value less costs to sell before they were reclassified to assets held for sale. (3) We plan to sell the facilities classified as assets held for sale at September 30, 2020 within the next twelve months. |
INTANGIBLES
INTANGIBLES | 9 Months Ended |
Sep. 30, 2020 | |
Intangibles [Abstract] | |
INTANGIBLES | NOTE 9 ā INTANGIBLES The following is a summary of our intangibles as of September 30, 2020 and December 31, 2019: ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2020 ā 2019 ā ā ā (in thousands) ā Assets: ā ā ā ā Goodwill ā $ 644,084 ā $ 644,415 ā ā ā ā ā ā ā ā ā Above market leases ā $ 22,822 ā $ 49,240 ā Accumulated amortization ā (20,526) (21,227) ā Net intangible assets ā $ 2,296 ā $ 28,013 ā ā ā ā ā ā ā ā ā Liabilities: ā ā ā ā Below market leases ā $ 140,744 ā $ 147,292 ā Accumulated amortization ā (94,914) (87,154) ā Net intangible liabilities ā $ 45,830 ā $ 60,138 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. For the three months ended September 30, 2020 and 2019, our net amortization related to intangibles was $3.7 million and $1.3 million, respectively. For the nine months ended September 30, 2020 and 2019, our net amortization related to intangibles was $8.5 million and $4.7 million, respectively. The estimated net amortization related to these intangibles for the remainder of 2020 and the subsequent four years is as follows: remainder of 2020 ā $2.7 million; 2021 ā $6.1 million; 2022 ā $5.8 million; 2023 ā $5.6 million and 2024 ā $5.4 million. As of September 30, 2020, the weighted average remaining amortization period of above market lease assets is nine years and below market lease liabilities is approximately eight years. The following is a summary of our goodwill as of September 30, 2020: ā ā ā ā ā (in thousands) Balance as of December 31, 2019 ā $ 644,415 Less: foreign currency translation ā (331) Balance as of September 30, 2020 ā $ 644,084 ā |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 9 Months Ended |
Sep. 30, 2020 | |
Concentration of Risk [Abstract] | |
CONCENTRATION OF RISK | NOTE 10 ā CONCENTRATION OF RISK As of September 30, 2020, our portfolio of real estate investments consisted of 976 healthcare facilities, located in 40 states and the U.K. and operated by 69 third-party operators. Our investment in these facilities, net of impairments and allowances, totaled approximately $9.7 billion at September 30, 2020, with approximately 97% of our real estate investments related to healthcare facilities. Our portfolio is made up of (i) 755 SNFs, 114 ALFs, 28 specialty facilities, two medical office buildings, (ii) fixed rate mortgages on 57 SNFs, three ALFs and four specialty facilities, and (iii) 13 facilities that are held for sale. At September 30, 2020, we also held other investments of approximately $464.5 million, consisting primarily of secured loans to third-party operators of our facilities and $196.2 million of investments in five unconsolidated joint ventures. At September 30, 2020 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, 2020. Ciena generated approximately 11% of our total revenues for the three and nine months ended September 30, 2019. At September 30, 2020, the three states in which we had our highest concentration of investments were Florida (14%), Texas (9%) and Michigan (7%). ā |
STOCKHOLDERS'_OWNERS' EQUITY
STOCKHOLDERS'/OWNERS' EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' / Owners' Equity [Abstract] | |
STOCKHOLDERS'/OWNERS' EQUITY | NOTE 11 ā STOCKHOLDERSā/OWNERSā EQUITY $200 Million Stock Repurchase Program On March 20, 2020, Omegaās Board of Directors authorized the repurchase of up to $200 million of its outstanding common stock from time to time over the twelve months ending March 20, 2021. We are authorized to repurchase shares of our common stock in open market and privately negotiated transactions or in any other manner as determined by Omegaās management and in accordance with applicable law. The timing and amount of stock repurchases will be determined, in managementās discretion, based on a variety of factors, including but not limited to market conditions, other capital management needs and opportunities, and corporate and regulatory considerations. Omega has no obligation to repurchase any amount of its common stock, and such repurchases, if any, may be discontinued at any time. Omega did not repurchase any of its outstanding common stock during the nine months ended September 30, 2020. ā 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, 2020 ā February 14, 2020 ā $ 0.67 April 30, 2020 ā May 15, 2020 ā $ 0.67 July 31, 2020 ā August 14, 2020 ā $ 0.67 November 2, 2020 ā November 16, 2020 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, 2020, no shares were issued under our $500 Million Equity Shelf Program. For the three months ended September 30, 2019, we issued approximately 0.1 million shares of our common stock at an average price of $33.91 per share, net of issuance costs, generating net proceeds of $4.2 million under our $500 Million Equity Shelf Program. For the nine months ended September 30, 2020 and 2019, we issued approximately 49 thousand and 3.1 million, respectively, shares of our common stock at an average price of $34.64 per share and $34.78 per share, respectively, net of issuance costs, generating net proceeds of $1.7 million and $107.0 million, respectively, under our $500 Million Equity Shelf Program. Dividend Reinvestment and Common Stock Purchase Plan On March 23, 2020, we announced that we suspended our Dividend Reinvestment and Common Stock Purchase Plan. For the three months ended September 30, 2020, no shares were issued under our Dividend Reinvestment and Common Stock Purchase Plan. For the three months ended September 30, 2019, we issued approximately 1.0 million shares of our common stock at an average price of $37.87 per share through our Dividend Reinvestment and Common Stock Purchase Plan for gross proceeds of approximately $37.7 million. For the nine months ended September 30, 2020 and 2019, we issued approximately 90 thousand and 2.5 million, respectively, shares of our common stock at an average price of $41.80 per share and $37.06 per share, respectively, through our Dividend Reinvestment and Common Stock Purchase Plan for gross proceeds of approximately $3.7 million and $91.8 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 2020 2019 2020 2019 ā ā (in thousands) ā Foreign Currency Translation: ā ā ā ā ā ā Beginning balance ā $ (68,795) ā $ (49,715) ā $ (35,100) ā $ (47,704) ā Translation loss ā 21,808 ā (12,015) ā (11,818) ā (13,857) ā Realized gain (loss) ā 19 ā 23 ā (50) ā (146) ā Ending balance ā (46,968) ā (61,707) ā (46,968) ā (61,707) 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 (9,699) ā (4,093) ā (2,369) ā 3,994 ā Unrealized gain (loss) ā 7,223 ā (26) ā 1,401 ā (8,765) ā Realized (loss) gain (1) ā (1,500) ā ā 195 ā (3,008) ā ā 847 ā Ending balance ā (3,976) ā (3,924) ā (3,976) ā (3,924) ā Net investment hedge: ā ā ā ā ā ā ā ā ā Beginning balance ā 9,533 ā 790 ā (4,420) ā 70 ā Unrealized gain ā (9,953) ā 4,040 ā 4,000 ā 4,760 ā Ending balance ā (420) ā 4,830 ā (420) ā 4,830 ā Total accumulated other comprehensive loss for Omega OP (2) ā (51,364) ā (60,801) ā (51,364) ā (60,801) ā Add: portion included in noncontrolling interest ā 2,263 ā 2,529 ā 2,263 ā 2,529 ā Total accumulated other comprehensive loss for Omega ā $ (49,101) ā $ (58,272) ā $ (49,101) ā $ (58,272) ā (1) Recorded in interest expense on the Consolidated Statements of Operations. (2) These amounts are included in Ownersā Equity. ā ā |
TAXES
TAXES | 9 Months Ended |
Sep. 30, 2020 | |
Taxes [Abstract] | |
TAXES | NOTE 12 ā TAXES 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 taxable 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. 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 to treat certain of our active subsidiaries as TRSs. Our domestic TRSs are subject to federal, state and local income taxes at the applicable corporate rates. Our foreign TSRs are subject to foreign income taxes. As of September 30, 2020, one of our TRSs that is subject to federal, state and local income taxes at the applicable corporate rates had a net operating loss (āNOLā) carry-forward of approximately $5.7 million. Up to 100% of the NOL carry-forwards arising in taxable years ending prior to January 1, 2018, may be used to reduce taxable income for any taxable year during the eligible carry-forward period. Changes made by the Tax Cuts and Jobs Act of 2017 (the ā2017 Actā) limited the amount of taxable income that may be offset by a NOL carryforward to 80% of taxable income to the extent the NOL originated in tax years beginning after December 31, 2017 (the ā80% Limitationā). Our NOL carry-forward was fully reserved as of September 30, 2020, with a valuation allowance due to uncertainties regarding realization. Under current law, our NOL carry-forwards generated up through December 31, 2017 may be carried forward for no more than 20 years, and our NOL carry-forwards generated in our taxable years ended December 31, 2019 and December 31, 2018 may be carried forward indefinitely. However, the Coronavirus Aid, Relief, and Economic Security Act (the āCARES Actā) modified the NOL carryback rules and deferred the application for the NOL carry-forward rules. ā The CARES Act, which was signed into law on March 27, 2020, modified the NOL carry-forward rules applicable to certain of the NOL carry-forwards possessed by our TRSs. First, the CARES Act defers the application of the 80% Limitation to our TRSs until their taxable years ended December 31, 2021, in addition to modifying the computation of the 80% Limitation. Additionally, the CARES Act permits the carryback of NOLs generated by our TRSs in 2018, 2019, and 2020 for up to five years to offset taxable income reported in any of those prior taxable years and recover income taxes paid in such prior taxable years. Other provisions of the CARES Act may also impact the computation of taxable income by any of our TRSs or Omega and Omega OP. The modifications to the NOL carryback rules do not permit the carryback of an NOL by a REIT and, thus, will not impact Omega. We do not anticipate that such changes will materially impact the computation of Omegaās taxable income, or the taxable income of any Omega entity, including our TRSs. We also do not expect that Omega or any Omega entity, including our TRSs, will realize a material tax benefit as a result of the changes to the provisions of the Code made by the CARES Act. ā For the three months ended September 30, 2020 and 2019, we recorded approximately $0.2 million and $0.3 million, respectively, of state and local income tax provisions. For the nine months ended September 30, 2020 and 2019, we recorded approximately $0.8 million and $0.7 million, respectively, of state and local income tax provisions. For the three months ended September 30, 2020 and 2019, we recorded approximately $0.5 million and $0.2 million, respectively, of tax provisions for foreign income taxes. For the nine months ended September 30, 2020 and 2019, we recorded approximately $1.8 million and $1.3 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, 2020 | |
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, 2020 and 2019, 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 2020 2019 2020 2019 ā (in thousands) Stock-based compensation expense $ 5,122 $ 2,921 $ 14,380 $ 11,031 ā ā ā Time Based Restricted Equity Awards Restricted stock, restricted stock units (āRSUsā) and profits interest units (āPIUsā) 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. The restricted stock has the same dividend and voting rights as our common stock. RSUs accrue dividend equivalents but have no voting rights. PIUs accrue distributions, which are equivalent to dividend equivalents, but have no voting rights. Once vested, each RSU is settled by the issuance of one share of Omega common stock and each PIU is settled by the issuance of 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 PIUs are valued using a Monte Carlo model to estimate fair value. We expense the cost of these awards ratably over their vesting period. We awarded 20,215 RSUs and 102,565 profit interest units to employees on January 1, 2020. Performance-Based Restricted Equity Awards Performance-based restricted equity awards include performance restricted stock units (āPRSUsā) and PIUs. PRSUs and PIUs 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 awarded in March 2016, January 2017, January 2018, and January 2019 and the PIUs awarded in March 2016, January 2017, January 2018, January 2019 and January 2020 have varying degrees of performance requirements to achieve vesting, and each PRSU and PIU award represents the right to a variable number of shares of common stock or partnership units. Each PIU once earned 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 for awards granted in or after 2016 (both āRelative TSRā). We expense the cost of these awards ratably over their service period. Prior to vesting and the distribution of shares or Omega OP Units, ownership of the PRSUs or PIUs cannot be transferred. Dividends on the PRSUs are accrued and only paid to the extent the applicable performance requirements are met. While each PIU 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 PIUs accumulate, and if the PIUs are earned, the accumulated distributions are paid. We used a Monte Carlo model to estimate the fair value for the PRSUs and PIUs granted to the employees. The number of shares or units earned under the TSR PRSUs or PIUs depends generally on the level of achievement of Omegaās TSR over the indicated performance period. We awarded 680,038 TSR PIUs to employees on January 1, 2020. The number of shares or units earned under the Relative TSR PRSUs or PIUs 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 528,499 Relative TSR PIUs to employees on January 1, 2020. |
BORROWING ARRANGEMENTS
BORROWING ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2020 | |
BORROWING 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 2020 2020 2019 ā ā ā ā (in thousands) ā Secured borrowings: ā ā ā HUD mortgages (1)(5) ā 2046-2052 ā 3.01 % $ 369,076 ā $ 387,405 ā Term loan (2)(5) 2021 3.25 % ā 2,275 ā ā 2,275 ā ā ā ā ā ā ā ā 371,351 ā ā 389,680 ā Unsecured borrowings: ā ā ā Revolving line of credit (3) 2021 1.34 % 170,667 ā 125,000 ā ā ā ā ā ā ā ā ā ā ā ā ā U.S. term loan 2022 1.59 % 350,000 ā 350,000 ā Sterling term loan (4) 2022 1.50 % 129,280 ā 132,480 ā Omega OP term loan (5) 2022 3.29 % 75,000 ā 75,000 ā 2015 term loan 2022 3.80 % 250,000 ā 250,000 ā Deferred financing costs ā net (6) ā (1,946) ā (2,742) ā Total term loans ā net ā 802,334 ā 804,738 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 500,000 ā Subordinated debt 2021 9.000 % 20,000 ā 13,541 ā Discount ā net ā (20,571) ā (23,041) ā Deferred financing costs ā net ā (20,820) ā (23,778) ā Total senior notes and other unsecured borrowings ā net ā 3,828,609 ā 3,816,722 ā ā ā ā ā ā ā ā ā ā ā ā ā Total unsecured borrowings ā net ā 4,801,610 ā 4,746,460 ā ā ā ā ā ā ā ā ā ā ā ā ā Total secured and unsecured borrowings ā net (7) ā $ 5,172,961 ā $ 5,136,140 ā (1) Reflects the weighted average annual contractual interest rate on the mortgages at September 30, 2020; secured by real estate assets with a net carrying value of $577.6 million as of September 30, 2020. (2) Borrowing is the debt of a consolidated joint venture. (3) During the first quarter of 2020, we drew approximately $300 million on our existing $1.25 billion revolving credit facility as a precautionary measure due to the COVID-19 outbreak. This borrowing was included in cash and cash equivalents on our Consolidated Balance Sheets as of March 31, 2020. We repaid this $300 million borrowing in June 2020. (4) Actual borrowing in British Pounds Sterling and remeasured to USD. (5) Omega OP or wholly owned subsidiaries of Omega OP are the obligor on these borrowings. (6) Includes $0.2 million of net deferred financing costs related to the Omega OP term loan as of September 30, 2020. (7) All borrowings are direct borrowings of Omega unless otherwise noted. ā ā HUD Mortgage Loan Payoffs On August 26, 2020, we paid approximately $13.7 million to retire two mortgage loans guaranteed by HUD. The loans were assumed as part of an acquisition in 2019, and had an average interest rate of 3.08% per annum with maturities in 2051 and 2052. The payoff included a $0.9 million prepayment fee which is included in interest ā refinancing costs on our Consolidated Statements of Operations. ā Subordinated Debt ā $400 Million Forward Starting Swaps On March 27, 2020, we entered into five forward starting swaps totaling $400 million. We designated the forward starting swaps as cash flow hedges of interest rate risk associated with interest payments on a forecasted issuance of long-term debt, initially expected to occur within the next five years. The swaps are effective on August 1, 2023 and expire on August 1, 2033 and were issued at a fixed rate of approximately 0.8675%. In October 2020, we issued $700 million aggregate principal amount of our 3.375% Senior Notes due 2031 and discontinued hedge accounting. Amounts reported in accumulated other comprehensive loss related to these discontinued cash flow hedging relationships will be reclassified to interest expense as interest payments are made on the Companyās debt. Simultaneously, we re-designated these swaps in new cash flow hedging relationships of interest rate risk associated with interest payments on another forecasted issuance of long-term debt. We are hedging our exposure to the variability in future cash flows for forecasted transactions over a maximum period of 46 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments). ā Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of September 30, 2020 and December 31, 2019, 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, 2020 | |
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, 2020 and December 31, 2019, 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, 2020 ā December 31, 2019 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 $ 10,858 ā $ 10,858 $ 11,488 $ 11,488 Mortgage notes receivable ā net ā 892,539 ā 920,800 ā 773,563 ā 819,083 Other investments ā net ā 464,503 ā 468,694 ā 419,228 ā 412,934 Total ā $ 1,367,900 ā $ 1,400,352 ā $ 1,204,279 ā $ 1,243,505 Liabilities: ā ā ā ā Revolving line of credit ā $ 170,667 ā $ 170,667 ā $ 125,000 ā $ 125,000 Term loan ā ā 2,275 ā ā 2,275 ā ā 2,275 ā ā 2,275 U.S. term loan ā 349,226 ā 350,000 ā 348,878 ā 350,000 Sterling term loan ā 128,989 ā 129,280 ā 132,059 ā 132,480 Omega OP term loan ā 74,837 ā 75,000 ā 74,763 ā 75,000 2015 term loan ā 249,282 ā 250,000 ā 249,038 ā 250,000 4.375% notes due 2023 ā net ā 696,688 ā 756,678 ā 695,812 ā 749,693 4.95% notes due 2024 ā net ā 396,461 ā 431,497 ā 395,702 ā 442,327 4.50% notes due 2025 ā net ā 396,734 ā 427,411 ā 396,163 ā 430,529 5.25% notes due 2026 ā net ā 596,261 ā 659,994 ā 595,732 ā 675,078 4.50% notes due 2027 ā net ā 690,543 ā 757,945 ā 689,445 ā 759,475 4.75% notes due 2028 ā net ā 542,647 ā 606,329 ā 541,891 ā 602,967 3.625% notes due 2029 ā net ā ā 489,170 ā ā 507,158 ā ā 488,263 ā ā 500,792 HUD mortgages ā net ā ā 369,076 ā ā 419,925 ā ā 387,405 ā ā 379,866 Subordinated debt ā net ā 20,105 ā 21,828 ā 13,714 ā 15,253 Total ā $ 5,172,961 ā $ 5,565,987 ā $ 5,136,140 ā $ 5,490,735 ā 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). 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 ā HUD mortgages: The fair value of our borrowings under HUD debt agreements are estimated using an expected present value technique based on quotes obtained by HUD debt brokers (Level 2). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
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 District 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. On March 25, 2019, the District Court entered an order dismissing with prejudice all claims against all defendants. Plaintiffs appealed the order to the United States Court of Appeals for the Second Circuit and the Court of Appeals heard oral argument on November 13, 2019. On August 3, 2020, the United States Court of Appeals for the Second Circuit issued a ruling reversing the District Courtās order of dismissal and remanding the case to the District Court for further proceedings. Pursuant to an agreed upon Stipulation, Plaintiffs filed a second amended complaint on August 28, 2020. The second amended complaint extends the class period to include shareholders who acquired the Companyās securities between February 8, 2017 and October 31, 2017. Pursuant to an agreed upon Stipulation and Order, the motion to dismiss the second amended complaint is due to be filed on November 24, 2020. ā 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 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 Regional Medical Center (the āLakeway Hospitalā) 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 the Lakeway Hospital (Lakeway Realty, L.L.C.). The CID requested certain documents and information related to the acquisition and ownership of the Lakeway Hospital through Lakeway Realty, L.L.C. The Company has learned that the DOJ is investigating MedEquitiesā conduct in connection with its investigation of financial relationships related to the 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. On September 29, 2020 the Department of Justice announced it had reached a settlement of a False Claims Act case with Lakeway Regional Medical Center wherein Lakeway Regional Medical Center agreed to pay $1.1 million for inducing certain physicians to refer patients by offering a low risk and high return investment in the form of a joint venture to purchase and then lease back the hospital to Lakeway Regional Medical Center. A MedEquities subsidiary was a party to this transaction but was not included in settlement discussions. As of November 2, 2020, the documents relating to the settlement were not publicly available. ā The Company believes that the acquisition, ownership and leasing of the Lakeway Hospital through Lakeway Realty, L.L.C. 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. Indemnification Agreements In connection with certain facility transitions, we have agreed to indemnify certain operators in certain events. As of September 30, 2020, our maximum funding commitment under these indemnification agreements was approximately $11.5 million. Claims under these indemnification agreements may be made within 18 months to 72 months of the transition date. These indemnification agreements were provided to certain operators in connection with facility transitions and generally would be applicable 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. ā 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, 2020, are outlined in the table below (in thousands): ā ā ā ā ā ā ā ā ā ā ā Total commitments $ 562,262 ā ā Amounts funded to date (1) ā (467,141) ā ā Remaining commitments (2) ā $ 95,121 ā ā (1) Includes finance costs. (2) This amount excludes our remaining commitments to fund under our other investments of approximately $109.3 million. ā |
(LOSS) EARNINGS PER SHARE_UNIT
(LOSS) EARNINGS PER SHARE/UNIT | 9 Months Ended |
Sep. 30, 2020 | |
(LOSS) Earnings per Share/Unit [Abstract] | |
(LOSS) EARNINGS PER SHARE/UNIT | ā NOTE 17 ā (LOSS) EARNINGS PER SHARE/UNIT 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 2020 2019 2020 2019 ā ā (in thousands, except per share amounts) ā Numerator: ā ā ā ā ā ā Net (loss) income ā $ (93,768) ā $ 142,948 ā $ 100,471 ā $ 290,801 ā Add/deduct: net loss (income) attributable to noncontrolling interests ā 2,477 ā (4,208) ā (2,540) ā (9,218) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Net (loss) income available to common stockholders/Omega OP Unit holders ā $ (91,291) ā $ 138,740 ā $ 97,931 ā $ 281,583 ā Denominator: ā ā ā ā ā Denominator for basic earnings per share ā 227,507 ā 217,818 ā 227,393 ā 211,315 ā Effect of dilutive securities: ā ā ā ā ā ā ā Common stock equivalents ā ā ā 1,754 ā 1,065 ā 1,678 ā Net forward share contract ā ā ā ā ā 319 ā ā ā ā ā 106 ā Noncontrolling interest ā Omega OP Units ā 6,168 ā 6,622 ā 6,078 ā 7,072 ā Denominator for diluted earnings per share/unit ā 233,675 ā 226,513 ā 234,536 ā 220,171 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 (loss) income available to common stockholders/Omega OP Unit holders ā $ (0.40) ā $ 0.64 ā $ 0.43 ā $ 1.33 ā Earnings per share/unit ā diluted: ā ā ā ā ā ā ā ā ā Net (loss) income (1) ā $ (0.40) ā $ 0.63 ā $ 0.43 ā $ 1.32 ā (1) For the three months ended September 30, 2020, approximately 904 potential common shares/units are not included in the computation of diluted earnings per share as a net loss exists and therefore the effect would be an antidilutive per share amount. 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 2020 2019 2020 2019 ā ā (in thousands, except per share amounts) ā Numerator: ā ā ā ā ā ā Net (loss) income ā $ (93,768) ā $ 142,948 ā $ 100,471 ā $ 290,801 ā Add: net loss attributable to noncontrolling interests ā 3 ā 9 ā 9 ā 9 ā Net (loss) income available to Omega OP Unit holders ā $ (93,765) ā $ 142,957 ā $ 100,480 ā $ 290,810 ā Denominator: ā ā ā ā ā Denominator for basic earnings per unit ā 233,675 ā 224,440 ā 233,471 ā 218,387 ā Effect of dilutive securities: ā ā ā ā ā ā ā Omega OP Unit equivalents ā ā ā ā ā 1,754 ā ā 1,065 ā ā 1,678 ā Net forward share contract ā ā ā ā ā 319 ā ā ā ā ā 106 ā Denominator for diluted earnings per unit ā 233,675 ā 226,513 ā 234,536 ā 220,171 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 (loss) income available to Omega OP Unit holders ā $ (0.40) ā $ 0.64 ā $ 0.43 ā $ 1.33 ā Earnings per unit - diluted: ā ā ā ā ā Net (loss) income (1) ā $ (0.40) ā $ 0.63 ā $ 0.43 ā $ 1.32 ā (1) For the three months ended September 30, 2020, approximately 904 potential common shares/units are not included in the computation of diluted earnings per share as a net loss exists and therefore the effect would be an antidilutive per share amount. ā |
SUPPLEMENTAL DISCLOSURE TO CONS
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS | ā 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, 2020 and 2019: ā ā ā ā ā ā ā ā ā Nine Months Ended September 30, ā ā 2020 2019 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 $ 35,951 ā $ 40,860 ā Restricted cash ā 4,164 ā 1,372 ā Cash, cash equivalents and restricted cash at end of period ā $ 40,115 ā $ 42,232 ā ā ā ā ā ā ā ā ā Supplemental information: ā ā ā ā ā Interest paid during the period, net of amounts capitalized ā $ 174,247 ā $ 170,045 ā Taxes paid during the period ā $ 5,493 ā $ 3,510 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 $ ā ā $ (566,966) ā Non cash acquisition of real estate (see Note 2) ā ā ā ā ā (143,174) ā Non cash proceeds from sale of real estate investments (see Note 4) ā ā 83,910 ā ā ā ā Non cash placement of mortgages (see Note 4) ā ā (86,936) ā ā ā ā Non cash collection of mortgage principal ā ā ā 11,874 ā Non cash investment in other investments (see Note 5) ā ā (121,139) ā ā (25,925) ā Non cash proceeds from other investments (see Note 5) ā 68,025 ā 149,542 ā Non cash proceeds from direct financing lease ā ā ā 4,970 ā Initial non cash right of use asset - ground leases ā ā ā ā ā 5,593 ā Initial non cash lease liability - ground leases ā ā ā ā ā (5,593) ā ā ā ā ā ā ā ā ā Non cash financing activities ā ā ā Debt assumed in merger (see Note 2) ā $ ā ā $ 285,100 ā Stock exchanged in merger (see Note 2) ā ā ā ā ā 281,865 ā Non cash borrowing of other long-term borrowings ā ā 6,459 ā ā ā ā Change in fair value of cash flow hedges ā ā (1,637) ā ā (9,316) ā Remeasurement of debt denominated in a foreign currency ā (4,000) ā (4,760) ā ā ā ā ā ā ā ā ā ā |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | ā ā ā ā NOTE 19 ā SUBSEQUENT EVENTS On November 1, 2020, we acquired seven facilities from an unrelated third-party for $78 million. The seven facilities consist of six SNFs and one ALF representing 876 operating beds located in Virginia, were simultaneously added to an existing operatorās triple net master lease with initial annual contractual cash rent of $7.4 million. ā We used the net proceeds from the 2031 Senior Notes offering to repay the outstanding balance on our U.S. term loan and 2015 term loan and partially paydown the Omega OP term loan and revolving line of credit ā ā ā ā ā |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policy) | 9 Months Ended |
Sep. 30, 2020 | |
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, and Omega OPās net earnings are reduced by the portion of net earnings attributable to noncontrolling interests. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to certain risks and uncertainties affecting the healthcare industry, including those stemming from the novel coronavirus (āCOVID-19ā) global pandemic described below, which has disproportionately impacted the senior care sector, as well as, those stemming from healthcare legislation and changing regulation by federal, state and local governments, including those driven by the COVID-19 pandemic. Additionally, we are subject to risks and uncertainties as a result of changes affecting operators of nursing home facilities due to the actions of governmental agencies and insurers to limit the rising cost of healthcare services. The COVID-19 pandemic has led governments and other authorities in the U.S., U.K. and around the world to impose measures intended to control its spread, including but not limited to, the mandated use of personal protective equipment, restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders, etc. A range of government restrictions remain in place along with continuing uncertainty around the potential duration of the pandemic. As of October 22, 2020, approximately half of our facilities have reported one or more positive cases of COVID-19 among the residents and/or operator employee populations. Many of our operators have reported incurring significant cost increases as a result of the COVID-19 pandemic, with dramatic increases for facilities with positive cases. We believe these increases primarily stem from elevated labor costs, including increased use of overtime and bonus pay, as well as a significant increase in both the cost and usage of personal protective equipment, testing equipment and processes and supplies. In terms of occupancy levels, many of our operators have reported experiencing declines, in part due to the elimination or suspension of elective hospital procedures, fewer discharges from hospitals to SNFs and higher hospital readmittances from SNFs. ā To the extent government support is not sufficient or timely to offset these impacts, or to the extent these trends continue or accelerate and are not offset by additional government relief that is sufficient or timely, the operating results of our operators are likely to be adversely affected, some may be unwilling or unable to pay their contractual obligations to us in full or on a timely basis and we may be unable to restructure such obligations on terms as favorable to us as those currently in place. Even if operators are able to avail themselves of government relief to offset some of these costs, they may face challenges in complying with the terms and conditions of government support and may face longer-term adverse impacts to their personnel and business operations from the pandemic, including potential patient litigation and decreased demand for their services. The extent of the COVID-19 pandemicās effect on our and our operatorsā operational and financial performance will depend on future developments, including the ultimate duration, spread and intensity of the outbreak, which may depend on factors such as the development and implementation of an effective vaccine and treatments for COVID-19, government funds and other support for the senior care sector and the efficacy of other policies and measures that may mitigate the impact of the pandemic, all of which are uncertain and difficult to predict. Due to these uncertainties, we are not able at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material. ā |
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, 2020, 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. |
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 eight three |
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 and other deposits required by the U.S. Department of Housing and Urban Development (āHUDā) in connection with our mortgage borrowings guaranteed by HUD. |
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 consider 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 or other healthcare facility 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 to our assets in a future period that could be material to Omegaās results of operations. For the three months ended September 30, 2020 and 2019, we recognized impairment on real estate properties of approximately $28.1 million and $3.8 million, respectively. For the nine months ended September 30, 2020 and 2019, we recognized impairment on real estate properties of approximately $43.7 million and $9.5 million, respectively. In July 2020, we executed a Forbearance and Transition Agreement with Daybreak Venture LLC (āDaybreakā) which, among other things, set forth the partiesā plan to sell or re-lease the Daybreak portfolio (which plan contemplated the potential sale of 28 facilities currently leased to Daybreak to a non-Omega party for $100 million), and the Companyās agreement to forbear from exercising certain default remedies during the transition period. During the third quarter of 2020, discussions terminated on the contemplated sale transaction for $100 million, and in October 2020 the Forbearance and Transition Agreement was amended and restated to continue the forbearance. The Company is in negotiations with other third-party operators to re-lease these 28 facilities, along with three additional facilities. Further, the Company expects to re-lease or sell one additional Daybreak facility with a net book value of $0.1 million either in connection with or separate from these transactions. As of September 30, 2020, the 31 facilities subject to current re-lease negotiations have a net book value of approximately $147 million. We evaluated the facilities for impairment as of September 30, 2020 and concluded that the facilities were not impaired, as we believe that our expected annual nominal cash flows from re-leasing these facilities exceed our current net book value of the 31 facilities. To the extent certain of these 31 facilities are not re-leased to a third-party operator and are instead identified for sale, we may be required to record an impairment to the extent the sales price for a facility is less than its net book value. On May 26, 2020, we executed an agreement to sell an acute care hospital located in Nevada to an unrelated third-party for $56.5 million. The agreement provided that the sale was subject to a 60-day due diligence period which expired in July 2020. During the second quarter of 2020, we recorded an impairment of approximately $2.2 million related to this facility to reduce its net book value to its fair value less costs to sell of approximately $55.3 million and reclassified the facility to assets held for sale. In July 2020, we agreed with the third-party buyer to lower the purchase price to approximately $49.0 million. The reduction in the purchase price resulted in an additional impairment of approximately $7.4 million in July 2020, and the facility was subsequently sold in September 2020. |
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 receivable based on a combination of factors, including, but not limited to, delinquency status, financial strength of the borrower and guarantors 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 a loan impairment, 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. 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 and direct financing leases using (a) the cost-recovery method, and/or (b) the cash basis method. We generally utilize the cost-recovery method for impaired loans or direct financing leases for which impairment reserves were recorded. We utilize the cash basis method for impaired loans or direct financing leases for which no impairment reserves were recorded because the net present value of the discounted cash flows expected under the loan or direct financing lease and/or the underlying collateral supporting the loan or direct financing lease were equal to or exceeded the book value of the loans or direct financing leases. Under the cost-recovery method, we apply cash received against the outstanding loan balance or direct financing lease 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, 2020 and December 31, 2019, we had $61.0 million and $5.1 million, respectively, of reserves on our loans. For additional information see āAccounting Pronouncements Adopted in 2020,ā Note 3 ā Direct Financing Leases, Note 4 ā Mortgage Notes Receivable, and Note 5 ā Other Investments. |
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. |
Earnings Per Share/Unit | Earnings Per Share/Unit The computation of basic earnings per share/unit (āEPSā or āEPUā) is computed by dividing net (loss) 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 (loss) 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. 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. To the extent we have a net loss, potential common shares/units are not included in the computation of diluted earnings per share as the effect would be an antidilutive per share amount. |
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 our related assertions. Omega 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, 2020 and December 31, 2019, the fair value of certain qualifying cash flow hedges was $12.0 million and $3.7 million, respectively, and are included in accrued expenses and other liabilities on our Consolidated Balance Sheets (see Note 19 ā Subsequent Events). At September 30, 2020, the fair value of certain qualifying cash flow hedges was $6.6 million and is included in other assets on our Consolidated Balance Sheets (see Note 14 ā Borrowing Activities and Arrangements). Net investment hedge We are exposed to fluctuations in the GBP against its functional currency, the USD, relating to its investments in healthcare-related investments located in the U.K. The Company uses a nonderivative, GBP-denominated term loan and line of credit 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, current and future economic conditions and expectations of performance (which includes known substantial doubt about an operatorās ability to continue as a going concern). If our evaluation of these factors indicates it is probable that we will be unable to collect substantially all rents, we place that operator on a cash basis 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. As a result of placing an operator on a cash basis, we may recognize a charge to rental income for any contractual rent receivable, straight-line rent receivable and lease inducements. 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, ā December 31, ā ā 2020 2019 ā ā (in thousands) ā ā ā ā ā ā ā ā ā Contractual receivables ā net ā $ 10,757 ā $ 27,122 ā ā ā ā ā ā ā ā ā Effective yield interest receivables ā $ 12,481 ā $ 12,914 ā Straight-line rent receivables ā 129,559 ā 275,549 ā Lease inducements ā 84,373 ā 92,628 ā Other receivables and lease inducements ā $ 226,413 ā $ 381,091 ā ā During the first quarter of 2020, we provided approximately $16.0 million of funding to four operators, which was accounted for as lease inducements. Of the $16.0 million, $12.9 million was funded to an operator for development and start-up related costs. ā During the second quarter of 2020, we provided approximately $12.9 million of funding to three operators, which was accounted for as lease inducements. Of the $12.9 million, $11.0 million was funded to an operator for development and start-up related costs. ā During the third quarter of 2020, we wrote-off approximately $142.3 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 collectability of future rent payments due under the respective lease agreements as we considered information the Company received from these three operators regarding substantial doubt as to their ability to continue as a going concern. Of the $142.3 million, $64.9 million related to Genesis Healthcare, Inc. (āGenesisā), $75.3 million related to Agemo Holdings, LLC (āAgemoā) and $2.1 million related to another operator which leases two facilities from the Company. During the third quarter of 2020, we also wrote-off approximately $1.0 million of straight-line rent receivable to rental income as a result of transitioning facilities to another existing operator. In addition, during the third quarter of 2020, we received a one-time rent payment of approximately $55.4 million from Maplewood Real Estate Holdings, LLC (āMaplewoodā), in conjunction with the restructuring of its master lease and loans with Omega (see Note 5 ā Other Investments). This payment was accounted for as an adjustment to straight-line rent receivables and is being amortized over the remaining term of the master lease. ā |
Accounting Pronouncement Adopted in 2020 | Accounting Pronouncements Adopted in 2020 In June 2016, the Financial Accounting Standards Board (āFASBā) issued Accounting Standards Update (āASUā) 2016-13, Financial Instruments - Credit Losses (Topic 326) (āASU 2016-13ā), which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU 2016-13 specifically excludes from its scope receivables arising from operating leases accounted for under Topic 842. We adopted ASU 2016-13 on January 1, 2020 using the modified retrospective approach and we recorded an initial $28.8 million allowance for expected credit losses with a corresponding adjustment to equity Transition Impact of Adopting Topic 326 ā ā ā ā ā ā ā ā ā ā Pre-adoption balance as of ā Impact of adopting ā Post-adoption balance as of Financial Statement Line Item ā December 31, 2019 ā Topic 326 ā January 1, 2020 ā ā (in thousands) Mortgage Notes Receivable $ 773,563 $ (21,386) $ 752,177 Investment in Direct Financing Leases ā 11,488 ā (611) ā 10,877 Other Investments ā 419,228 ā (6,688) ā 412,540 Off-Balance Sheet Commitments ā 20,777 ā (100) ā 20,677 Total $ 1,225,056 $ (28,785) $ 1,196,271 ā We elected to disaggregate our financial assets within the scope of Topic 326 based on the type of financial instrument. These segments were further disaggregated based on our internal credit ratings. We assess our internal credit ratings on a quarterly basis. Our internal credit ratings consider several factors including the collateral and/or security, the performance of borrowers underlying facilities, if applicable, available credit support (e.g., guarantees), borrowings with third parties, and other ancillary business ventures and real estate operations of the borrower. Our internal ratings range between 1 and 7. An internal rating of 1 reflects the lowest likelihood of loss and a 7 reflects the highest likelihood of loss. Amortized Cost Basis By Year of Origination and Credit Quality Indicator 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 Rating Financial Statement Line Item 2020 2019 2018 2017 2016 2015 2014 & older Revolving Loans ā Balance as of September 30, 2020 ā ā (in thousands) 1 Mortgage Notes Receivable $ - $ - $ - $ - $ - $ 67,381 $ - $ - ā $ 67,381 2 Mortgage Notes Receivable ā 43,150 ā - ā - ā - ā - ā - ā - ā - ā ā 43,150 3 Mortgage Notes Receivable ā - ā - ā - ā - ā - ā - ā 35,964 ā - ā ā 35,964 4 Mortgage Notes Receivable ā 88,749 ā 15,765 ā 44,451 ā 46,491 ā 36,297 ā 9,561 ā 500,399 ā - ā ā 741,713 5 Mortgage Notes Receivable ā - ā - ā 19,000 ā 305 ā - ā - ā 7,834 ā - ā ā 27,139 6 Mortgage Notes Receivable ā - ā - ā - ā - ā - ā - ā 6,377 ā - ā ā 6,377 ā Sub-total ā 131,899 ā 15,765 ā 63,451 ā 46,796 ā 36,297 ā 76,942 ā 550,574 ā - ā ā 921,724 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā 3 Investment in Direct Financing Leases ā - ā - ā - ā - ā - ā 11,470 ā - ā - ā ā 11,470 ā Sub-total ā - ā - ā - ā - ā - ā 11,470 ā - ā - ā ā 11,470 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā 1 Other Investments ā 17,556 ā - ā - ā - ā - ā - ā - ā - ā ā 17,556 2 Other Investments ā - ā - ā - ā - ā - ā 2,082 ā - ā 15,265 ā ā 17,347 3 Other Investments ā - ā 23,237 ā 32,283 ā - ā - ā 388 ā 4,032 ā 144,368 ā ā 204,308 4 Other Investments ā 3,500 ā 14,117 ā 112,910 ā - ā 83,495 ā - ā - ā 5,000 ā ā 219,022 5 Other Investments ā - ā 22,326 ā 14,436 ā - ā - ā - ā - ā 700 ā ā 37,462 ā Sub-total ā 21,056 ā 59,680 ā 159,629 ā - ā 83,495 ā 2,470 ā 4,032 ā 165,333 ā ā 495,695 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total ā $ 152,955 $ 75,445 $ 223,080 $ 46,796 $ 119,792 $ 90,882 $ 554,606 $ 165,333 ā $ 1,428,889 ā We have a limited history of incurred losses and consequently have elected to employ external data to perform our expected credit loss calculation. We have elected a probability of default (āPDā) and loss given default (āLGDā) methodology. Our modelās historic inputs consider PD and LGD data for residential care facilities published by the Federal Housing Administration (āFHAā) along with Standards & Poorās one-year global corporate default rates. Our historical loss rates revert to historical averages after 36 periods. Our modelās current conditions and supportable forecasts consider internal credit ratings, current and projected U.S. unemployment rates published by the United States Bureau of Labor Statistics and the Federal Reserve Bank of St. Louis and the weighted average life to maturity of the underlying financial asset. Allowance for Credit Loss ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Segment ā Financial Statement Line Item Allowance for Credit Loss at December 31, 2019 Allowance for Credit Loss on January 1, 2020 Provision for Credit Loss for the three months ended September 30, 2020 Provision for Credit Loss for the nine months ended September 30, 2020 Allowance for Credit Loss as of September 30, 2020 ā ā ā (in thousands) Segment A-4 ā Mortgage Notes Receivable $ - $ 19,293 $ (415) $ 3,359 $ 22,652 Segment B-3 ā Mortgage Notes Receivable ā - ā 901 ā (11) ā (85) ā 816 Segment C-5 ā Mortgage Notes Receivable ā - ā 829 ā (66) ā (475) ā 354 Segment E-6 ā Mortgage Notes Receivable ā 4,905 ā 363 ā 25 ā (2) ā 5,266 Segment F-2 ā Mortgage Notes Receivable ā - ā - ā (36) ā 97 ā 97 ā ā Sub-total ā 4,905 ā 21,386 ā (503) ā 2,894 ā 29,185 ā ā ā ā ā ā ā ā ā ā ā ā ā Segment A-3 ā Investment in Direct Financing Leases ā 217 ā 611 ā 6 ā 1 ā 612 ā ā Sub-total ā 217 ā 611 ā 6 ā 1 ā 612 ā ā ā ā ā ā ā ā ā ā ā ā ā Segment A-4 ā Other Investments ā - ā 3,158 ā 23,574 ā 22,748 ā 25,906 Segment B-3 ā Other Investments ā - ā 1,434 ā 2,911 ā 2,499 ā 3,933 Segment C-2 ā Other Investments ā - ā 195 ā (41) ā (112) ā 83 Segment D-5 ā Other Investments ā - ā 1,901 ā (86) ā (631) ā 1,270 ā ā Sub-total ā - ā 6,688 ā 26,358 ā 24,504 ā 31,192 ā ā ā ā ā ā ā ā ā ā ā ā ā Segment A-4 ā Off-Balance Sheet Mortgage Commitments ā - ā 100 ā (36) ā (73) ā 27 Segment B-3 ā Off-Balance Sheet Note Commitments ā - ā - ā 2,389 ā 2,389 ā 2,389 Segment C-2 ā Off-Balance Sheet Note Commitments ā - ā - ā 16 ā 16 ā 16 ā ā Sub-total ā - ā 100 ā 2,369 ā 2,332 ā 2,432 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total $ 5,122 $ 28,785 $ 28,230 $ 29,731 $ 63,421 ā ā As of September 30, 2020, $10.3 million of contractual interest receivable is recorded in contractual receivables ā net on our Consolidated Balance Sheets. We have elected the practical expedient to exclude interest receivable from our allowance for credit losses. We write-off interest receivable to provision for credit losses in the period we determine the interest is no longer considered collectible. During the third quarter of 2020, we determined that interest receivable of $3.8 million (related to the Agemo term loans, see Note 5 ā Other Investments) was no longer considered collectible. As such, we reserved approximately $3.8 million of interest receivable through the provision for credit losses during the three month period ended September 30, 2020. The $3.8 million reserve for interest receivable is excluded from the table above. On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London Inter-bank Offered Rate (āLIBORā) indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, ā December 31, ā ā 2020 2019 ā ā (in thousands) ā ā ā ā ā ā ā ā ā Contractual receivables ā net ā $ 10,757 ā $ 27,122 ā ā ā ā ā ā ā ā ā Effective yield interest receivables ā $ 12,481 ā $ 12,914 ā Straight-line rent receivables ā 129,559 ā 275,549 ā Lease inducements ā 84,373 ā 92,628 ā Other receivables and lease inducements ā $ 226,413 ā $ 381,091 ā |
Schedule of credit losses impact | ā ā ā ā ā ā ā ā ā ā Pre-adoption balance as of ā Impact of adopting ā Post-adoption balance as of Financial Statement Line Item ā December 31, 2019 ā Topic 326 ā January 1, 2020 ā ā (in thousands) Mortgage Notes Receivable $ 773,563 $ (21,386) $ 752,177 Investment in Direct Financing Leases ā 11,488 ā (611) ā 10,877 Other Investments ā 419,228 ā (6,688) ā 412,540 Off-Balance Sheet Commitments ā 20,777 ā (100) ā 20,677 Total $ 1,225,056 $ (28,785) $ 1,196,271 |
Schedule by segment balance by vintage and credit quality indicator | 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 Rating Financial Statement Line Item 2020 2019 2018 2017 2016 2015 2014 & older Revolving Loans ā Balance as of September 30, 2020 ā ā (in thousands) 1 Mortgage Notes Receivable $ - $ - $ - $ - $ - $ 67,381 $ - $ - ā $ 67,381 2 Mortgage Notes Receivable ā 43,150 ā - ā - ā - ā - ā - ā - ā - ā ā 43,150 3 Mortgage Notes Receivable ā - ā - ā - ā - ā - ā - ā 35,964 ā - ā ā 35,964 4 Mortgage Notes Receivable ā 88,749 ā 15,765 ā 44,451 ā 46,491 ā 36,297 ā 9,561 ā 500,399 ā - ā ā 741,713 5 Mortgage Notes Receivable ā - ā - ā 19,000 ā 305 ā - ā - ā 7,834 ā - ā ā 27,139 6 Mortgage Notes Receivable ā - ā - ā - ā - ā - ā - ā 6,377 ā - ā ā 6,377 ā Sub-total ā 131,899 ā 15,765 ā 63,451 ā 46,796 ā 36,297 ā 76,942 ā 550,574 ā - ā ā 921,724 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā 3 Investment in Direct Financing Leases ā - ā - ā - ā - ā - ā 11,470 ā - ā - ā ā 11,470 ā Sub-total ā - ā - ā - ā - ā - ā 11,470 ā - ā - ā ā 11,470 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā 1 Other Investments ā 17,556 ā - ā - ā - ā - ā - ā - ā - ā ā 17,556 2 Other Investments ā - ā - ā - ā - ā - ā 2,082 ā - ā 15,265 ā ā 17,347 3 Other Investments ā - ā 23,237 ā 32,283 ā - ā - ā 388 ā 4,032 ā 144,368 ā ā 204,308 4 Other Investments ā 3,500 ā 14,117 ā 112,910 ā - ā 83,495 ā - ā - ā 5,000 ā ā 219,022 5 Other Investments ā - ā 22,326 ā 14,436 ā - ā - ā - ā - ā 700 ā ā 37,462 ā Sub-total ā 21,056 ā 59,680 ā 159,629 ā - ā 83,495 ā 2,470 ā 4,032 ā 165,333 ā ā 495,695 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total ā $ 152,955 $ 75,445 $ 223,080 $ 46,796 $ 119,792 $ 90,882 $ 554,606 $ 165,333 ā $ 1,428,889 |
Schedule of expected credit loss | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Segment ā Financial Statement Line Item Allowance for Credit Loss at December 31, 2019 Allowance for Credit Loss on January 1, 2020 Provision for Credit Loss for the three months ended September 30, 2020 Provision for Credit Loss for the nine months ended September 30, 2020 Allowance for Credit Loss as of September 30, 2020 ā ā ā (in thousands) Segment A-4 ā Mortgage Notes Receivable $ - $ 19,293 $ (415) $ 3,359 $ 22,652 Segment B-3 ā Mortgage Notes Receivable ā - ā 901 ā (11) ā (85) ā 816 Segment C-5 ā Mortgage Notes Receivable ā - ā 829 ā (66) ā (475) ā 354 Segment E-6 ā Mortgage Notes Receivable ā 4,905 ā 363 ā 25 ā (2) ā 5,266 Segment F-2 ā Mortgage Notes Receivable ā - ā - ā (36) ā 97 ā 97 ā ā Sub-total ā 4,905 ā 21,386 ā (503) ā 2,894 ā 29,185 ā ā ā ā ā ā ā ā ā ā ā ā ā Segment A-3 ā Investment in Direct Financing Leases ā 217 ā 611 ā 6 ā 1 ā 612 ā ā Sub-total ā 217 ā 611 ā 6 ā 1 ā 612 ā ā ā ā ā ā ā ā ā ā ā ā ā Segment A-4 ā Other Investments ā - ā 3,158 ā 23,574 ā 22,748 ā 25,906 Segment B-3 ā Other Investments ā - ā 1,434 ā 2,911 ā 2,499 ā 3,933 Segment C-2 ā Other Investments ā - ā 195 ā (41) ā (112) ā 83 Segment D-5 ā Other Investments ā - ā 1,901 ā (86) ā (631) ā 1,270 ā ā Sub-total ā - ā 6,688 ā 26,358 ā 24,504 ā 31,192 ā ā ā ā ā ā ā ā ā ā ā ā ā Segment A-4 ā Off-Balance Sheet Mortgage Commitments ā - ā 100 ā (36) ā (73) ā 27 Segment B-3 ā Off-Balance Sheet Note Commitments ā - ā - ā 2,389 ā 2,389 ā 2,389 Segment C-2 ā Off-Balance Sheet Note Commitments ā - ā - ā 16 ā 16 ā 16 ā ā Sub-total ā - ā 100 ā 2,369 ā 2,332 ā 2,432 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total $ 5,122 $ 28,785 $ 28,230 $ 29,731 $ 63,421 |
PROPERTIES AND INVESTMENTS (Tab
PROPERTIES AND INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, ā December 31, ā ā 2020 2019 ā ā (in thousands) ā Buildings ā $ 7,027,766 ā $ 7,056,106 ā Land ā 880,498 ā 901,246 ā Furniture and equipment ā 528,324 ā 515,421 ā Site improvements ā 303,978 ā 287,655 ā Construction in progress ā 39,396 ā 225,566 ā Total real estate investments ā 8,779,962 ā 8,985,994 ā Less accumulated depreciation ā (1,974,038) ā (1,787,425) ā Real estate investments ā net ā $ 6,805,924 ā $ 7,198,569 ā |
Schedule of operating lease income | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā ā Nine Months Ended September 30, ā ā 2020 ā 2019 ā ā 2020 ā 2019 ā ā (in thousands) Rental income ā operating leases ā $ 81,424 ā $ 199,193 ā ā $ 517,384 ā $ 579,621 Variable lease income ā operating leases ā ā 1,802 ā ā 3,277 ā ā ā 8,874 ā ā 9,843 Total lease income ā $ 83,226 ā $ 202,470 ā ā $ 526,258 ā $ 589,464 |
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 & Equipment Annual ā Period ā SNF ALF Specialty MOB ā State ā (in millions) ā Cash Yield (1) ā Q1 ā 2 ā ā UK ā $ 12.1 ā $ 3.6 $ 8.0 $ 0.5 8.00 % Q1 ā 1 ā ā ā ā IN ā ā 7.0 ā ā 0.7 ā ā 5.8 ā ā 0.5 ā 9.50 % Q2 ā 1 ā ā ā ā OH ā ā 6.9 ā ā 0.8 ā ā 5.5 ā ā 0.6 ā 9.50 % Total 2 2 ā ā ā $ 26.0 $ 5.1 $ 19.3 $ 1.6 ā ā (1) The initial annual cash yield reflects the initial annual cash rent divided by the purchase price. ā |
Schedule of recognized identified assets acquired and liabilities assumed | Our purchase price allocation was finalized during the second quarter of 2020, with no material adjustments recorded. The following table highlights the final 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 ā $ 440,690 Mortgage notes receivable ā 108,097 Other investments ā 19,192 Investment in unconsolidated joint venture ā 73,834 Cash ā 4,067 Contractual receivables ā 1,002 Other assets (1) ā 7,698 Total investments ā ā 654,580 Debt ā ā (285,100) Accrued expenses and other liabilities (2) ā ā (23,931) Fair value of net assets acquired ā $ 345,549 (1) Includes approximately $2.5 million in above market lease assets. (2) Includes approximately $1.1 million in below market lease liabilities. |
Schedule of pro forma information not indicative of future operations | ā ā ā ā ā ā ā Pro Forma ā ā Nine Months Ended ā ā September 30, ā ā 2019 ā ā ā ā ā ā ā Pro forma revenues ā $ 703,650 Pro forma net income ā $ 301,074 ā ā ā ā Earnings per share ā diluted: ā ā ā Net income ā as reported ā $ 1.32 Net income ā pro forma ā $ 1.33 |
DIRECT FINANCING LEASES (Tables
DIRECT FINANCING LEASES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, ā December 31, ā ā 2020 2019 ā ā (in thousands) ā Minimum lease payments receivable ā $ 26,217 ā $ 27,227 ā Less unearned income ā (14,747) ā (15,522) ā Investment in direct financing leases ā 11,470 ā 11,705 ā Less allowance for credit losses on direct financing leases ā (612) ā (217) ā Investment in direct financing leases ā net ā $ 10,858 ā $ 11,488 ā ā ā ā ā ā ā ā ā Properties subject to direct financing leases ā 1 ā 2 ā Number of direct financing leases ā 1 ā 2 ā |
MORTGAGE NOTES RECEIVABLE (Tabl
MORTGAGE NOTES RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Mortgage Receivable [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Schedule of 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 2020 2019 ā ā (in thousands) ā Mortgage note due 2027; interest at 10.59% ā $ 112,500 ā $ 112,500 ā Mortgage notes due 2029; interest at 10.52% (1) ā 672,364 ā 526,520 ā Other mortgage notes outstanding (2) ā 136,860 ā 139,448 ā Mortgage notes receivable, gross ā 921,724 ā 778,468 ā Allowance for credit losses on mortgage notes receivable ā (29,185) ā (4,905) ā Total mortgages ā net ā $ 892,539 ā $ 773,563 ā (1) Approximates the weighted average interest rate on 47 facilities as of September 30, 2020. Two notes totaling approximately $28.6 million are construction mortgages with maturities in 2021. Two mortgage notes totaling $43.2 million mature in 2021 and the remaining loan balance matures in 2029 . (2) Other mortgages outstanding have a weighted average interest rate of 9.40% per annum as of September 30, 2020 and maturity dates through 2028 . |
OTHER INVESTMENTS (Tables)
OTHER INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Investment Receivables [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Schedule of Investments | A summary of our other investments is as follows: ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2020 2019 ā ā ā (in thousands) ā Other investment notes due 2021; interest at 13.11% (1) ā $ 81,948 $ 77,087 ā Other investment notes due 2021-2025; interest at 8.25% (1) ā ā 62,187 ā 58,687 ā Other investment note due 2023; interest at 12.00% ā 49,908 ā ā 52,213 ā Other investment notes due 2030; interest at 7.00% ā 132,148 ā 65,000 ā Other investment notes outstanding (2) ā 169,504 ā 166,241 ā Total other investments, gross ā ā 495,695 ā ā 419,228 ā Allowance for credit losses on other investments ā ā (31,192) ā ā ā ā Total other investments - net ā $ 464,503 ā $ 419,228 ā (1) Approximate weighted average interest rate as of September 30, 2020. (2) Other investment notes have a weighted average interest rate of 7.92% as of September 30, 2020 and maturity dates through 2028 . |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) - Agemo Holdings LLC | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of Variable Interest Entities | ā ā ā ā ā ā ā ā ā ā ā ā ā September 30, 2020 ā December 31, 2019 ā ā ā Agemo Maplewood ā Agemo ā ā ā (in thousands) ā (in thousands) ā Assets ā ā ā ā ā ā ā ā ā Real estate investments ā net ā $ 375,641 $ 746,956 ā $ 403,389 ā Other investments ā 37,753 132,148 ā ā 58,687 ā Contractual receivables ā 641 771 ā ā 18,113 ā Straight-line rent receivables ā ā (61,207) ā ā 46,247 ā Lease inducement ā ā ā ā 71,006 ā ā 6,810 ā Subtotal ā 414,035 889,674 ā ā 533,246 ā ā ā ā ā ā ā ā ā ā ā Liabilities ā ā ā ā ā ā ā ā ā Net in-place lease liability ā ā ā ā (337) ā ā ā ā Contingent liability ā ā ā ā (43,915) ā ā ā ā Subtotal ā ā (44,252) ā ā ā ā ā ā ā ā ā ā ā ā ā ā Collateral ā ā ā ā Letters of credit ā (9,253) ā ā ā (9,253) ā Personal guarantee ā (8,000) (40,000) ā ā (8,000) ā Other collateral ā (375,641) (746,956) ā ā (403,389) ā Subtotal ā (392,894) (786,956) ā ā (420,642) ā ā ā ā ā ā ā ā ā ā ā Maximum exposure to loss ā $ 21,141 $ 58,466 ā $ 112,604 ā |
Schedule of Variable Interest Entities revenue | 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 ā ā ā Three Months Ended September 30, ā ā Nine Months Ended September 30, ā ā ā 2020 ā 2020 ā 2019 ā 2019 ā ā 2020 ā 2020 ā 2019 ā 2019 ā ā ā Agemo ā Maplewood ā Agemo ā Maplewood ā ā Agemo ā Maplewood ā Agemo ā Maplewood ā ā ā (in thousands) Revenue ā ā ā ā ā ā ā ā ā ā ā ā Rental income (1) ā ā $ (63,128) ā $ 13,199 ā $ 15,145 ā $ 10,337 ā ā $ (33,026) ā $ 33,381 ā $ 45,473 ā $ 28,804 Other investment income ā ā 1,059 ā 1,979 ā 1,168 ā 1,215 ā ā 3,597 ā 4,833 ā 3,295 ā 3,606 Total (2) ā ā $ (62,069) ā $ 15,178 ā $ 16,313 ā $ 11,552 ā ā $ (29,429) ā $ 38,214 ā $ 48,768 ā $ 32,410 (1) The rental income related to Agemo for the three and nine months ended September 30, 2020, reflects the write-off of approximately $75.3 million of contractual rent receivable, straight-line rent receivable and lease inducements (see Note 1 ā Basis of Presentation and Significant Accounting Policies). (2) For the three months ended September 30, 2020 and 2019, we received cash from Agemo of approximately $13.4 million and $13.5 million, respectively, pursuant to our lease and other investment agreements. For the nine months ended September 30, 2020 and 2019, we received cash from Agemo of approximately $40.1 million and $39.7 million, respectively, pursuant to our lease and other investment agreements. For the three months ended September 30, 2020 and 2019, we received cash rental income and other investment income from Maplewood of approximately $17.5 million and $11.4 million, respectively. For the nine months ended September 30, 2020 and 2019, we received cash rental income and other investment income from Maplewood of approximately $51.4 million and $31.7 million, respectively. ā |
INVESTMENT IN JOINT VENTUREs (T
INVESTMENT IN JOINT VENTUREs (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
INVESTMENTS IN JOINT VENTURES [Abstract] | |
Schedule of equity method investments | 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 ā ā ā Carrying Amount ā ā Ownership ā Initial Investment ā ā Initial ā Facility ā Facilities at ā September 30, ā December 31, Entity (1) ā % ā Date ā ā Investment (2) ā Type ā 9/30/2020 ā 2020 2019 Second Spring Healthcare Investments (3) ā 15% ā 11/1/2016 ā $ 50,032 ā SNF ā 23 ā $ 20,386 $ 22,504 Lakeway Realty, L.L.C. ā 51% ā 5/17/2019 ā ā 73,834 ā Specialty facility ā 1 ā ā 72,585 ā ā 73,273 Cindat Joint Venture ā 49% ā 12/18/2019 ā ā 105,687 ā ALF ā 67 ā ā 103,052 ā ā 103,976 OMG Senior Housing, LLC ā 50% ā 12/6/2019 ā ā ā ā ILF ā 1 ā ā ā ā OH CHS SNP, Inc. ā 9% ā 12/20/2019 ā ā 450 ā N/A ā N/A ā ā 191 ā ā 131 ā ā ā ā ā ā $ 230,003 ā ā ā ā ā $ 196,214 ā $ 199,884 (1) These entities and their subsidiaries are not consolidated by the Company because it does not control, through voting rights or other means, the joint venture. (2) Our initial investment includes our transaction costs, if any. (3) The Company made a loan of $17.6 million to the venture which is included in other investments. See Note 5 ā Other Investments. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended September 30, ā Nine Months Ended September 30, Entity ā 2020 2019 ā 2020 2019 ā ā (in thousands) Second Spring Healthcare Investments ā $ 1,666 ā $ 7,832 ā $ 2,947 ā $ 9,139 Lakeway Realty, L.L.C. ā ā 637 ā 596 ā ā 1,860 ā 889 Cindat Joint Venture ā (398) ā ā ā 493 ā ā OMG Senior Housing, LLC ā (108) ā ā ā (387) ā ā OH CHS SNP, Inc. ā (105) ā ā ā (259) ā ā Total ā $ 1,692 ā $ 8,428 ā $ 4,654 ā $ 10,028 |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019 6 ā $ 4,922 Properties sold (1) (4) ā ā (4,341) Properties added (2) 6 ā ā 23,544 March 31, 2020 8 ā ā 24,125 Properties sold (1) (5) ā ā (19,910) Properties added (2) 3 ā ā 66,301 June 30, 2020 6 ā ā 70,516 Properties sold (1) (4) ā ā (66,560) Properties added (2) 11 ā ā 31,965 September 30, 2020 (3) ā 13 ā $ 35,921 (1) In the first quarter of 2020, we sold four facilities for approximately $4.2 million in net cash proceeds recognizing a net loss on sale of approximately $0.5 million. In the second quarter of 2020, we sold five facilities for approximately $38.4 million in net cash proceeds recognizing a net gain on sale of approximately $16.7 million. In the third quarter of 2020, we sold four facilities and a parcel of land for approximately $60.7 million in net cash proceeds recognizing a net loss on sale of approximately $1.0 million. During the third quarter of 2020, we recorded a $7.4 million impairment on one facility to reduce its net book value to its fair value less cost to sell. (2) In the first quarter of 2020, we recorded approximately $1.9 million of impairment expense to reduce one facilityās book value to its estimated fair value less costs to sell before it was reclassified to assets held for sale. In the second quarter of 2020, we recorded approximately $2.6 million of impairment expense to reduce two facilitiesā book value to their estimated fair value less costs to sell before they were reclassified to assets held for sale. In the third quarter of 2020, we recorded approximately $24.2 million of impairment expense to reduce six facilitiesā book value to their estimated fair value less costs to sell before they were reclassified to assets held for sale. (3) We plan to sell the facilities classified as assets held for sale at September 30, 2020 within the next twelve months. |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Intangibles [Abstract] | |
Schedule of Intangibles | The following is a summary of our intangibles as of September 30, 2020 and December 31, 2019: ā ā ā ā ā ā ā ā ā September 30, ā December 31, ā ā 2020 ā 2019 ā ā ā (in thousands) ā Assets: ā ā ā ā Goodwill ā $ 644,084 ā $ 644,415 ā ā ā ā ā ā ā ā ā Above market leases ā $ 22,822 ā $ 49,240 ā Accumulated amortization ā (20,526) (21,227) ā Net intangible assets ā $ 2,296 ā $ 28,013 ā ā ā ā ā ā ā ā ā Liabilities: ā ā ā ā Below market leases ā $ 140,744 ā $ 147,292 ā Accumulated amortization ā (94,914) (87,154) ā Net intangible liabilities ā $ 45,830 ā $ 60,138 ā ā |
Schedule of Reconciliation of Goodwill | The following is a summary of our goodwill as of September 30, 2020: ā ā ā ā ā (in thousands) Balance as of December 31, 2019 ā $ 644,415 Less: foreign currency translation ā (331) Balance as of September 30, 2020 ā $ 644,084 |
STOCKHOLDERS'_OWNERS' EQUITY (T
STOCKHOLDERS'/OWNERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 ā February 14, 2020 ā $ 0.67 April 30, 2020 ā May 15, 2020 ā $ 0.67 July 31, 2020 ā August 14, 2020 ā $ 0.67 November 2, 2020 ā November 16, 2020 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 2020 2019 2020 2019 ā ā (in thousands) ā Foreign Currency Translation: ā ā ā ā ā ā Beginning balance ā $ (68,795) ā $ (49,715) ā $ (35,100) ā $ (47,704) ā Translation loss ā 21,808 ā (12,015) ā (11,818) ā (13,857) ā Realized gain (loss) ā 19 ā 23 ā (50) ā (146) ā Ending balance ā (46,968) ā (61,707) ā (46,968) ā (61,707) 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 (9,699) ā (4,093) ā (2,369) ā 3,994 ā Unrealized gain (loss) ā 7,223 ā (26) ā 1,401 ā (8,765) ā Realized (loss) gain (1) ā (1,500) ā ā 195 ā (3,008) ā ā 847 ā Ending balance ā (3,976) ā (3,924) ā (3,976) ā (3,924) ā Net investment hedge: ā ā ā ā ā ā ā ā ā Beginning balance ā 9,533 ā 790 ā (4,420) ā 70 ā Unrealized gain ā (9,953) ā 4,040 ā 4,000 ā 4,760 ā Ending balance ā (420) ā 4,830 ā (420) ā 4,830 ā Total accumulated other comprehensive loss for Omega OP (2) ā (51,364) ā (60,801) ā (51,364) ā (60,801) ā Add: portion included in noncontrolling interest ā 2,263 ā 2,529 ā 2,263 ā 2,529 ā Total accumulated other comprehensive loss for Omega ā $ (49,101) ā $ (58,272) ā $ (49,101) ā $ (58,272) 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, 2020 | |
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, 2020 and 2019, 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 2020 2019 2020 2019 ā (in thousands) Stock-based compensation expense $ 5,122 $ 2,921 $ 14,380 $ 11,031 ā |
BORROWING ARRANGEMENTS (Tables)
BORROWING ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
BORROWING 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 2020 2020 2019 ā ā ā ā (in thousands) ā Secured borrowings: ā ā ā HUD mortgages (1)(5) ā 2046-2052 ā 3.01 % $ 369,076 ā $ 387,405 ā Term loan (2)(5) 2021 3.25 % ā 2,275 ā ā 2,275 ā ā ā ā ā ā ā ā 371,351 ā ā 389,680 ā Unsecured borrowings: ā ā ā Revolving line of credit (3) 2021 1.34 % 170,667 ā 125,000 ā ā ā ā ā ā ā ā ā ā ā ā ā U.S. term loan 2022 1.59 % 350,000 ā 350,000 ā Sterling term loan (4) 2022 1.50 % 129,280 ā 132,480 ā Omega OP term loan (5) 2022 3.29 % 75,000 ā 75,000 ā 2015 term loan 2022 3.80 % 250,000 ā 250,000 ā Deferred financing costs ā net (6) ā (1,946) ā (2,742) ā Total term loans ā net ā 802,334 ā 804,738 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 500,000 ā Subordinated debt 2021 9.000 % 20,000 ā 13,541 ā Discount ā net ā (20,571) ā (23,041) ā Deferred financing costs ā net ā (20,820) ā (23,778) ā Total senior notes and other unsecured borrowings ā net ā 3,828,609 ā 3,816,722 ā ā ā ā ā ā ā ā ā ā ā ā ā Total unsecured borrowings ā net ā 4,801,610 ā 4,746,460 ā ā ā ā ā ā ā ā ā ā ā ā ā Total secured and unsecured borrowings ā net (7) ā $ 5,172,961 ā $ 5,136,140 ā (1) Reflects the weighted average annual contractual interest rate on the mortgages at September 30, 2020; secured by real estate assets with a net carrying value of $577.6 million as of September 30, 2020. (2) Borrowing is the debt of a consolidated joint venture. (3) During the first quarter of 2020, we drew approximately $300 million on our existing $1.25 billion revolving credit facility as a precautionary measure due to the COVID-19 outbreak. This borrowing was included in cash and cash equivalents on our Consolidated Balance Sheets as of March 31, 2020. We repaid this $300 million borrowing in June 2020. (4) Actual borrowing in British Pounds Sterling and remeasured to USD. (5) Omega OP or wholly owned subsidiaries of Omega OP are the obligor on these borrowings. (6) Includes $0.2 million of net deferred financing costs related to the Omega OP term loan as of September 30, 2020. (7) All borrowings are direct borrowings of Omega unless otherwise noted. ā |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Financial Instruments [Abstract] | |
Schedule of Financial Instruments | At September 30, 2020 and December 31, 2019, 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, 2020 ā December 31, 2019 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 $ 10,858 ā $ 10,858 $ 11,488 $ 11,488 Mortgage notes receivable ā net ā 892,539 ā 920,800 ā 773,563 ā 819,083 Other investments ā net ā 464,503 ā 468,694 ā 419,228 ā 412,934 Total ā $ 1,367,900 ā $ 1,400,352 ā $ 1,204,279 ā $ 1,243,505 Liabilities: ā ā ā ā Revolving line of credit ā $ 170,667 ā $ 170,667 ā $ 125,000 ā $ 125,000 Term loan ā ā 2,275 ā ā 2,275 ā ā 2,275 ā ā 2,275 U.S. term loan ā 349,226 ā 350,000 ā 348,878 ā 350,000 Sterling term loan ā 128,989 ā 129,280 ā 132,059 ā 132,480 Omega OP term loan ā 74,837 ā 75,000 ā 74,763 ā 75,000 2015 term loan ā 249,282 ā 250,000 ā 249,038 ā 250,000 4.375% notes due 2023 ā net ā 696,688 ā 756,678 ā 695,812 ā 749,693 4.95% notes due 2024 ā net ā 396,461 ā 431,497 ā 395,702 ā 442,327 4.50% notes due 2025 ā net ā 396,734 ā 427,411 ā 396,163 ā 430,529 5.25% notes due 2026 ā net ā 596,261 ā 659,994 ā 595,732 ā 675,078 4.50% notes due 2027 ā net ā 690,543 ā 757,945 ā 689,445 ā 759,475 4.75% notes due 2028 ā net ā 542,647 ā 606,329 ā 541,891 ā 602,967 3.625% notes due 2029 ā net ā ā 489,170 ā ā 507,158 ā ā 488,263 ā ā 500,792 HUD mortgages ā net ā ā 369,076 ā ā 419,925 ā ā 387,405 ā ā 379,866 Subordinated debt ā net ā 20,105 ā 21,828 ā 13,714 ā 15,253 Total ā $ 5,172,961 ā $ 5,565,987 ā $ 5,136,140 ā $ 5,490,735 ā |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Schedule of remaining commitments | ā ā ā ā ā ā ā ā ā ā ā Total commitments $ 562,262 ā ā Amounts funded to date (1) ā (467,141) ā ā Remaining commitments (2) ā $ 95,121 ā ā (1) Includes finance costs. (2) This amount excludes our remaining commitments to fund under our other investments of approximately $109.3 million. |
(LOSS) EARNINGS PER SHARE_UNIT
(LOSS) EARNINGS PER SHARE/UNIT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
(LOSS) 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 2020 2019 2020 2019 ā ā (in thousands, except per share amounts) ā Numerator: ā ā ā ā ā ā Net (loss) income ā $ (93,768) ā $ 142,948 ā $ 100,471 ā $ 290,801 ā Add/deduct: net loss (income) attributable to noncontrolling interests ā 2,477 ā (4,208) ā (2,540) ā (9,218) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Net (loss) income available to common stockholders/Omega OP Unit holders ā $ (91,291) ā $ 138,740 ā $ 97,931 ā $ 281,583 ā Denominator: ā ā ā ā ā Denominator for basic earnings per share ā 227,507 ā 217,818 ā 227,393 ā 211,315 ā Effect of dilutive securities: ā ā ā ā ā ā ā Common stock equivalents ā ā ā 1,754 ā 1,065 ā 1,678 ā Net forward share contract ā ā ā ā ā 319 ā ā ā ā ā 106 ā Noncontrolling interest ā Omega OP Units ā 6,168 ā 6,622 ā 6,078 ā 7,072 ā Denominator for diluted earnings per share/unit ā 233,675 ā 226,513 ā 234,536 ā 220,171 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 (loss) income available to common stockholders/Omega OP Unit holders ā $ (0.40) ā $ 0.64 ā $ 0.43 ā $ 1.33 ā Earnings per share/unit ā diluted: ā ā ā ā ā ā ā ā ā Net (loss) income (1) ā $ (0.40) ā $ 0.63 ā $ 0.43 ā $ 1.32 ā (1) For the three months ended September 30, 2020, approximately 904 potential common shares/units are not included in the computation of diluted earnings per share as a net loss exists and therefore the effect would be an antidilutive per share amount. 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 2020 2019 2020 2019 ā ā (in thousands, except per share amounts) ā Numerator: ā ā ā ā ā ā Net (loss) income ā $ (93,768) ā $ 142,948 ā $ 100,471 ā $ 290,801 ā Add: net loss attributable to noncontrolling interests ā 3 ā 9 ā 9 ā 9 ā Net (loss) income available to Omega OP Unit holders ā $ (93,765) ā $ 142,957 ā $ 100,480 ā $ 290,810 ā Denominator: ā ā ā ā ā Denominator for basic earnings per unit ā 233,675 ā 224,440 ā 233,471 ā 218,387 ā Effect of dilutive securities: ā ā ā ā ā ā ā Omega OP Unit equivalents ā ā ā ā ā 1,754 ā ā 1,065 ā ā 1,678 ā Net forward share contract ā ā ā ā ā 319 ā ā ā ā ā 106 ā Denominator for diluted earnings per unit ā 233,675 ā 226,513 ā 234,536 ā 220,171 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 (loss) income available to Omega OP Unit holders ā $ (0.40) ā $ 0.64 ā $ 0.43 ā $ 1.33 ā Earnings per unit - diluted: ā ā ā ā ā Net (loss) income (1) ā $ (0.40) ā $ 0.63 ā $ 0.43 ā $ 1.32 ā (1) For the three months ended September 30, 2020, approximately 904 potential common shares/units are not included in the computation of diluted earnings per share as a net loss exists and therefore the effect would be an antidilutive per share amount. ā |
SUPPLEMENTAL DISCLOSURE TO CO_2
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and 2019: ā ā ā ā ā ā ā ā ā Nine Months Ended September 30, ā ā 2020 2019 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 $ 35,951 ā $ 40,860 ā Restricted cash ā 4,164 ā 1,372 ā Cash, cash equivalents and restricted cash at end of period ā $ 40,115 ā $ 42,232 ā ā ā ā ā ā ā ā ā Supplemental information: ā ā ā ā ā Interest paid during the period, net of amounts capitalized ā $ 174,247 ā $ 170,045 ā Taxes paid during the period ā $ 5,493 ā $ 3,510 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 $ ā ā $ (566,966) ā Non cash acquisition of real estate (see Note 2) ā ā ā ā ā (143,174) ā Non cash proceeds from sale of real estate investments (see Note 4) ā ā 83,910 ā ā ā ā Non cash placement of mortgages (see Note 4) ā ā (86,936) ā ā ā ā Non cash collection of mortgage principal ā ā ā 11,874 ā Non cash investment in other investments (see Note 5) ā ā (121,139) ā ā (25,925) ā Non cash proceeds from other investments (see Note 5) ā 68,025 ā 149,542 ā Non cash proceeds from direct financing lease ā ā ā 4,970 ā Initial non cash right of use asset - ground leases ā ā ā ā ā 5,593 ā Initial non cash lease liability - ground leases ā ā ā ā ā (5,593) ā ā ā ā ā ā ā ā ā Non cash financing activities ā ā ā Debt assumed in merger (see Note 2) ā $ ā ā $ 285,100 ā Stock exchanged in merger (see Note 2) ā ā ā ā ā 281,865 ā Non cash borrowing of other long-term borrowings ā ā 6,459 ā ā ā ā Change in fair value of cash flow hedges ā ā (1,637) ā ā (9,316) ā Remeasurement of debt denominated in a foreign currency ā (4,000) ā (4,760) ā ā ā ā ā ā ā ā ā |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Detail) | May 26, 2020USD ($) | Jul. 31, 2020USD ($)facility | Sep. 30, 2020USD ($)facility$ / shares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2020USD ($)facilitysegment$ / shares | Sep. 30, 2019USD ($)$ / shares | Jan. 01, 2020USD ($) | Dec. 31, 2019USD ($) |
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Number of reportable segment | segment | 1 | |||||||||
Impairment on real estate properties | $ 28,105,000 | $ 3,836,000 | $ 43,732,000 | $ 9,545,000 | ||||||
Loan loss reserves | 61,000,000 | 61,000,000 | $ 5,100,000 | |||||||
Cash, FDIC Insured Amount | 250,000 | 250,000 | ||||||||
Impairment of Real Estate | 28,100,000 | $ 3,800,000 | $ 47,210,000 | $ 13,220,000 | ||||||
Provision of of straight-line rent and contractual receivables | $ 142,300,000 | |||||||||
Depreciation method | straight-line basis | |||||||||
Special cash dividend (per share) | $ / shares | $ 0.67 | $ 0.66 | $ 2.01 | $ 1.98 | ||||||
Rental income | $ 83,226,000 | $ 202,470,000 | $ 526,258,000 | $ 589,464,000 | ||||||
Real estate tax expense | 2,127,000 | $ 3,921,000 | 9,448,000 | $ 11,833,000 | ||||||
Retained earnings (accumulated deficit) | 2,533,339,000 | 2,533,339,000 | 2,463,436,000 | |||||||
Lease inducements | 84,373,000 | 84,373,000 | 92,628,000 | |||||||
Financing receivable, allowance for credit losses | 63,421,000 | 63,421,000 | $ 28,785,000 | |||||||
Accrued investment income receivable | $ 10,300,000 | $ 10,300,000 | ||||||||
Number of real estate properties | facility | 976 | 976 | ||||||||
Proceeds from sale of property held-for-sale | $ 38,400,000 | $ 4,200,000 | ||||||||
Real estate investments - net | $ 6,805,924,000 | $ 6,805,924,000 | 7,198,569,000 | |||||||
Interest receivable | 12,481,000 | 12,481,000 | 12,914,000 | |||||||
Provision for Credit Losses | $ 28,230,000 | $ 29,731,000 | ||||||||
Facilities Intended To Sell Per Agreement [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Number of real estate properties | facility | 28 | |||||||||
Facilities Intended To Sell Per Agreement [Member] | Scenario, Plan [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Proceeds from sale of property held-for-sale | $ 100,000,000 | |||||||||
Facilites Previously Intended to Sell now Intended to Re-lease [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Number of real estate properties | facility | 28 | 28 | ||||||||
Facilities Intended To Re-lease [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Number of real estate properties | facility | 31 | 31 | ||||||||
Real estate investments - net | $ 147,000,000 | $ 147,000,000 | ||||||||
Additional Facilities Intended To Re Lease [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Number of real estate properties | facility | 3 | 3 | ||||||||
Additional Single Facility Intended To Re Lease Or Sell [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Number of real estate properties | facility | 1 | 1 | ||||||||
Real estate investments - net | $ 100,000 | $ 100,000 | ||||||||
Acute Care Hospital [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Impairment on real estate properties | 2,200,000 | |||||||||
Proceeds from sale of property held-for-sale | $ 56,500,000 | 49,000,000 | 55,300,000 | |||||||
Due diligence period for property sale | 60 days | |||||||||
Acute Care Hospital [Member] | Scenario, Plan [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Impairment on real estate properties | $ 7,400,000 | |||||||||
Facilities Being Transitioned To Other Operator [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Provision of of straight-line rent and contractual receivables | 1,000,000 | |||||||||
Contractual Receivable [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Provision for Credit Losses | 3,800,000 | |||||||||
Accounting Standards Update 2016-13 [Member] | Restatement Adjustment [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Retained earnings (accumulated deficit) | (28,800,000) | |||||||||
Financing receivable, allowance for credit losses | $ 28,800,000 | |||||||||
Cash Flow Hedging [Member] | Other Assets [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Cash flow hedges recorded at fair value, asset | 6,600,000 | 6,600,000 | ||||||||
Cash Flow Hedging [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Cash flow hedges recorded at fair value, liability | 12,000,000 | $ 12,000,000 | $ 3,700,000 | |||||||
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% | |||||||||
Genesis HealthCare | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Provision of of straight-line rent and contractual receivables | 64,900,000 | |||||||||
Provision for Credit Losses | $ 0 | |||||||||
Agemo Holdings LLC | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Provision of of straight-line rent and contractual receivables | 75,300,000 | |||||||||
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 | |||||||||
Existing Operator | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Provision of of straight-line rent and contractual receivables | 2,100,000 | |||||||||
Third Party Operator [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Rental income | 55,400,000 | |||||||||
Four Operators [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Lease inducements | 16,000,000 | |||||||||
One Of Four Operator Developing And Start Up Related [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Lease inducements | $ 12,900,000 | |||||||||
Three Operators [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Lease inducements | 12,900,000 | |||||||||
One Of Three Operator Developing And Start Up Related [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Lease inducements | $ 11,000,000 | |||||||||
Three Operators Placed On A Cash Basis [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Provision of of straight-line rent and contractual receivables | 142,300,000 | |||||||||
One Operators Placed On Cash Basis [Member] | ||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||
Interest receivable | $ 3,800,000 | $ 3,800,000 |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Schedule of Net Accounts Receivable) (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Basis of Presentation and Significant Accounting Policies [Abstract] | ||
Contractual receivables - net | $ 10,757 | $ 27,122 |
Effective yield interest receivables | 12,481 | 12,914 |
Straight-line rent receivables | 129,559 | 275,549 |
Lease inducements | 84,373 | 92,628 |
Other receivables and lease inducements | $ 226,413 | $ 381,091 |
BASIS OF PRESENTATION AND SIG_6
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Schedule of credit losses impact) (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Mortgage notes receivable - net | $ 892,539 | $ 752,177 | $ 773,563 |
Investments in direct financing leases - net | 10,858 | 10,877 | 11,488 |
Other investments - net | $ 464,503 | 412,540 | 419,228 |
Off-Balance Sheet Commitments | 20,677 | 20,777 | |
Financing Receivable, Collectively Evaluated for Impairment | 1,196,271 | $ 1,225,056 | |
Restatement Adjustment [Member] | Accounting Standards Update 2016-13 [Member] | |||
Mortgage notes receivable - net | (21,386) | ||
Investments in direct financing leases - net | (611) | ||
Other investments - net | (6,688) | ||
Off-Balance Sheet Commitments | (100) | ||
Financing Receivable, Collectively Evaluated for Impairment | $ (28,785) |
BASIS OF PRESENTATION AND SIG_7
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Schedule by segment balance by vintage and credit quality indicator) (Detail) $ in Thousands | Sep. 30, 2020USD ($) |
2020 | $ 152,955 |
2019 | 75,445 |
2018 | 223,080 |
2017 | 46,796 |
2016 | 119,792 |
2015 | 90,882 |
2014 & older | 554,606 |
Revolving Loans | 165,333 |
Total Balance at September 30, 2020 | 1,428,889 |
Mortgage Receivable [Member] | |
2020 | 131,899 |
2019 | 15,765 |
2018 | 63,451 |
2017 | 46,796 |
2016 | 36,297 |
2015 | 76,942 |
2014 & older | 550,574 |
Total Balance at September 30, 2020 | 921,724 |
Mortgage Receivable [Member] | Internal Credit Rating One [Member] | |
2015 | 67,381 |
Total Balance at September 30, 2020 | 67,381 |
Mortgage Receivable [Member] | Internal Credit Rating Two [Member] | |
2020 | 43,150 |
Total Balance at September 30, 2020 | 43,150 |
Mortgage Receivable [Member] | Internal Credit Rating Three [Member] | |
2014 & older | 35,964 |
Total Balance at September 30, 2020 | 35,964 |
Mortgage Receivable [Member] | Internal Credit Rating Four [Member] | |
2020 | 88,749 |
2019 | 15,765 |
2018 | 44,451 |
2017 | 46,491 |
2016 | 36,297 |
2015 | 9,561 |
2014 & older | 500,399 |
Total Balance at September 30, 2020 | 741,713 |
Mortgage Receivable [Member] | Internal Credit Rating Five [Member] | |
2018 | 19,000 |
2017 | 305 |
2014 & older | 7,834 |
Total Balance at September 30, 2020 | 27,139 |
Mortgage Receivable [Member] | Internal Credit Rating Six [Member] | |
2014 & older | 6,377 |
Total Balance at September 30, 2020 | 6,377 |
Direct Financing Lease [Member] | |
2015 | 11,470 |
Total Balance at September 30, 2020 | 11,470 |
Direct Financing Lease [Member] | Internal Credit Rating Three [Member] | |
2015 | 11,470 |
Total Balance at September 30, 2020 | 11,470 |
Other Investment Receivables [Member] | |
2020 | 21,056 |
2019 | 59,680 |
2018 | 159,629 |
2016 | 83,495 |
2015 | 2,470 |
2014 & older | 4,032 |
Revolving Loans | 165,333 |
Total Balance at September 30, 2020 | 495,695 |
Other Investment Receivables [Member] | Internal Credit Rating One [Member] | |
2020 | 17,556 |
Total Balance at September 30, 2020 | 17,556 |
Other Investment Receivables [Member] | Internal Credit Rating Two [Member] | |
2015 | 2,082 |
Revolving Loans | 15,265 |
Total Balance at September 30, 2020 | 17,347 |
Other Investment Receivables [Member] | Internal Credit Rating Three [Member] | |
2019 | 23,237 |
2018 | 32,283 |
2015 | 388 |
2014 & older | 4,032 |
Revolving Loans | 144,368 |
Total Balance at September 30, 2020 | 204,308 |
Other Investment Receivables [Member] | Internal Credit Rating Four [Member] | |
2020 | 3,500 |
2019 | 14,117 |
2018 | 112,910 |
2016 | 83,495 |
Revolving Loans | 5,000 |
Total Balance at September 30, 2020 | 219,022 |
Other Investment Receivables [Member] | Internal Credit Rating Five [Member] | |
2019 | 22,326 |
2018 | 14,436 |
Revolving Loans | 700 |
Total Balance at September 30, 2020 | $ 37,462 |
BASIS OF PRESENTATION AND SIG_8
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Schedule of expected credit loss per segment) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Jan. 01, 2020 | |
ECL balance | $ 63,421 | $ 63,421 | $ 28,785 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | 28,230 | 29,731 | |
ECL Ending balance | 63,421 | 63,421 | |
Finance Leases Portfolio Segment [Member] | |||
ECL balance | 612 | 612 | 611 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | 6 | 1 | |
ECL Ending balance | 612 | 612 | |
Other Investment Financing Receivable Segment [Member] | |||
ECL balance | 31,192 | 31,192 | 6,688 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | 26,358 | 24,504 | |
ECL Ending balance | 31,192 | 31,192 | |
Off Balance Financing Receivable Segment [Member] | |||
ECL balance | 2,432 | 2,432 | 100 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | 2,369 | 2,332 | |
ECL Ending balance | 2,432 | 2,432 | |
Mortgage Receivable [Member] | Commercial Real Estate Portfolio Segment [Member] | |||
ECL balance | 29,185 | 29,185 | 21,386 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | (503) | 2,894 | |
ECL Ending balance | 29,185 | 29,185 | |
Internal Credit Rating Two [Member] | Other Investment Financing Receivable Segment [Member] | |||
ECL balance | 83 | 83 | 195 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | (41) | (112) | |
ECL Ending balance | 83 | 83 | |
Internal Credit Rating Two [Member] | Off Balance Sheet Financing Receivable Segment Note Commitment [Member] | |||
ECL balance | 16 | 16 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | 16 | 16 | |
ECL Ending balance | 16 | 16 | |
Internal Credit Rating Two [Member] | Mortgage Receivable [Member] | Commercial Real Estate Portfolio Segment [Member] | |||
ECL balance | 97 | 97 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | (36) | 97 | |
ECL Ending balance | 97 | 97 | |
Internal Credit Rating Three [Member] | Other Investment Financing Receivable Segment [Member] | |||
ECL balance | 3,933 | 3,933 | 1,434 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | 2,911 | 2,499 | |
ECL Ending balance | 3,933 | 3,933 | |
Internal Credit Rating Three [Member] | Off Balance Sheet Financing Receivable Segment Note Commitment [Member] | |||
ECL balance | 2,389 | 2,389 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | 2,389 | 2,389 | |
ECL Ending balance | 2,389 | 2,389 | |
Internal Credit Rating Three [Member] | Mortgage Receivable [Member] | Commercial Real Estate Portfolio Segment [Member] | |||
ECL balance | 816 | 816 | 901 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | (11) | (85) | |
ECL Ending balance | 816 | 816 | |
Internal Credit Rating Three [Member] | Direct Financing Lease [Member] | Finance Leases Portfolio Segment [Member] | |||
ECL balance | 612 | 612 | 611 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | 6 | 1 | |
ECL Ending balance | 612 | 612 | |
Internal Credit Rating Four [Member] | Other Investment Financing Receivable Segment [Member] | |||
ECL balance | 25,906 | 25,906 | 3,158 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | 23,574 | 22,748 | |
ECL Ending balance | 25,906 | 25,906 | |
Internal Credit Rating Four [Member] | Off Balance Sheet Financing Receivable Segment Mortgage Commitment [Member] | |||
ECL balance | 27 | 27 | 100 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | (36) | (73) | |
ECL Ending balance | 27 | 27 | |
Internal Credit Rating Four [Member] | Mortgage Receivable [Member] | Commercial Real Estate Portfolio Segment [Member] | |||
ECL balance | 22,652 | 22,652 | 19,293 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | (415) | 3,359 | |
ECL Ending balance | 22,652 | 22,652 | |
Internal Credit Rating Five [Member] | Other Investment Financing Receivable Segment [Member] | |||
ECL balance | 1,270 | 1,270 | 1,901 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | (86) | (631) | |
ECL Ending balance | 1,270 | 1,270 | |
Internal Credit Rating Five [Member] | Mortgage Receivable [Member] | Commercial Real Estate Portfolio Segment [Member] | |||
ECL balance | 354 | 354 | 829 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | (66) | (475) | |
ECL Ending balance | 354 | 354 | |
Internal Credit Rating Six [Member] | Mortgage Receivable [Member] | Commercial Real Estate Portfolio Segment [Member] | |||
ECL balance | 5,266 | 5,266 | $ 363 |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Provision for Credit Losses | 25 | (2) | |
ECL Ending balance | $ 5,266 | 5,266 | |
Previous Accounting Guidance [Member] | |||
ECL balance | 5,122 | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
ECL Beginning balance | 5,122 | ||
Previous Accounting Guidance [Member] | Finance Leases Portfolio Segment [Member] | |||
ECL balance | 217 | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
ECL Beginning balance | 217 | ||
Previous Accounting Guidance [Member] | Mortgage Receivable [Member] | Commercial Real Estate Portfolio Segment [Member] | |||
ECL balance | 4,905 | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
ECL Beginning balance | 4,905 | ||
Previous Accounting Guidance [Member] | Internal Credit Rating Three [Member] | Direct Financing Lease [Member] | Finance Leases Portfolio Segment [Member] | |||
ECL balance | 217 | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
ECL Beginning balance | 217 | ||
Previous Accounting Guidance [Member] | Internal Credit Rating Six [Member] | Mortgage Receivable [Member] | Commercial Real Estate Portfolio Segment [Member] | |||
ECL balance | 4,905 | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
ECL Beginning balance | $ 4,905 |
PROPERTIES AND INVESTMENTS (Lea
PROPERTIES AND INVESTMENTS (Leased Property) (Narrative) (Detail) | Sep. 30, 2020facility |
Number of real estate properties | 976 |
Skilled Nursing Facilities | Facilities Leased [Member] | |
Number of real estate properties | 754 |
Assisted Living Facilities | Facilities Leased [Member] | |
Number of real estate properties | 114 |
Specialty | Facilities Leased [Member] | |
Number of real estate properties | 28 |
Medical Office Building | Facilities Leased [Member] | |
Number of real estate properties | 2 |
PROPERTIES AND INVESTMENTS (Sum
PROPERTIES AND INVESTMENTS (Summary of our investment in leased real estate properties) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | $ 8,779,962 | $ 8,985,994 |
Less accumulated depreciation | (1,974,038) | (1,787,425) |
Real estate investments - net | 6,805,924 | 7,198,569 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 7,027,766 | 7,056,106 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 880,498 | 901,246 |
Furniture and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 528,324 | 515,421 |
Building And Site Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 303,978 | 287,655 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | $ 39,396 | $ 225,566 |
PROPERTIES AND INVESTMENTS (Sch
PROPERTIES AND INVESTMENTS (Schedule of operating lease income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating Lease, Lease Income [Abstract] | ||||
Rental income - operating leases | $ 81,424 | $ 199,193 | $ 517,384 | $ 579,621 |
Variable lease income - operating leases | 1,802 | 3,277 | 8,874 | 9,843 |
Total lease income | $ 83,226 | $ 202,470 | $ 526,258 | $ 589,464 |
PROPERTIES AND INVESTMENTS (S_2
PROPERTIES AND INVESTMENTS (Schedule of Significant Acquisitions) (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($)facilityproperty | Jun. 30, 2020USD ($)facility | Mar. 31, 2020USD ($)facility | Sep. 30, 2020USD ($)facilityproperty | |
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 976 | 976 | ||
Payments to acquire businesses, gross | $ 26 | |||
Ohio | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 6.9 | |||
Initial Annual Cash Yield (%) | 9.50% | |||
United Kingdom | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 12.1 | |||
Initial Annual Cash Yield (%) | 8.00% | |||
Indiana | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 7 | |||
Initial Annual Cash Yield (%) | 9.50% | |||
Skilled Nursing Facilities | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 755 | 755 | ||
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 | $ 1.3 | $ 5.1 | ||
Land | Ohio | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 0.8 | |||
Land | United Kingdom | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 3.6 | |||
Land | Indiana | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | 0.7 | |||
Furniture and Equipment | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | 1.6 | |||
Furniture and Equipment | Ohio | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | 0.6 | |||
Furniture and Equipment | United Kingdom | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | 0.5 | |||
Furniture and Equipment | Indiana | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | 0.5 | |||
Building And Site Improvements | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 19.3 | |||
Building And Site Improvements | Ohio | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 5.5 | |||
Building And Site Improvements | United Kingdom | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | 8 | |||
Building And Site Improvements | Indiana | ||||
Real Estate Properties [Line Items] | ||||
Payments to acquire businesses, gross | $ 5.8 | |||
Facilities Acquired | Skilled Nursing Facilities | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 2 | 2 | ||
Facilities Acquired | Skilled Nursing Facilities | Ohio | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 1 | |||
Facilities Acquired | Skilled Nursing Facilities | Indiana | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 1 | |||
Facilities Acquired | Assisted Living Facilities | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 2 | 2 | ||
Facilities Acquired | Assisted Living Facilities | United Kingdom | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | facility | 2 |
PROPERTIES AND INVESTMENTS (Med
PROPERTIES AND INVESTMENTS (MedEquities Merger) (Narrative) (Detail) $ / shares in Units, $ in Thousands, shares in Millions | May 17, 2019USD ($)facilityloansecurity$ / sharesitemshares | Sep. 30, 2020USD ($)facilitystate$ / shares | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2020USD ($)facilitystate$ / shares | Sep. 30, 2019USD ($)$ / shares |
Business Acquisition [Line Items] | |||||
Consideration | $ 26,000 | ||||
Special cash dividend (per share) | $ / shares | $ 0.67 | $ 0.66 | $ 2.01 | $ 1.98 | |
Number of real estate properties | facility | 976 | 976 | |||
Number of states | state | 40 | 40 | |||
Acquisition related costs | $ 36 | $ 887 | $ 62 | $ 5,072 | |
Revenues | $ 119,177 | $ 233,195 | $ 628,596 | $ 682,162 | |
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 | ||||
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 | ||||
Facilities Acquired | MedEquities | |||||
Business Acquisition [Line Items] | |||||
Number of real estate properties | facility | 33 |
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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings per share - diluted: | ||||
Net income - as reported | $ (0.40) | $ 0.63 | $ 0.43 | $ 1.32 |
Pro Forma [Member] | ||||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Pro forma revenues | $ 703,650 | |||
Pro forma net income | $ 301,074 | |||
Earnings per share - diluted: | ||||
Net income - as reported | $ 1.32 | |||
Net income - pro forma | $ 1.33 |
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 | $ 440,690 |
Mortgage notes receivable | 108,097 |
Other investments | 19,192 |
Investment in unconsolidated joint venture | 73,834 |
Cash | 4,067 |
Contractual receivables | 1,002 |
Other assets | 7,698 |
Total investments | 654,580 |
Borrowings / debt | (285,100) |
Accrued expenses and other liabilities | (23,931) |
Fair value of net assets acquired | 345,549 |
Above market lease assets, acquired | 2,500 |
Below market leases, assumed | $ 1,100 |
PROPERTIES AND INVESTMENTS (Ass
PROPERTIES AND INVESTMENTS (Asset Sales and Impairments) (Narrative) (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)facility | Jun. 30, 2020USD ($)facility | Mar. 31, 2020USD ($)facilityproperty | Sep. 30, 2020USD ($)facility | Sep. 30, 2019USD ($) | |
Number of real estate properties | facility | 976 | 976 | |||
Receipts from insurance proceeds | $ 346 | $ 6,878 | |||
Insurance proceeds received that offset impairments | $ 3,500 | ||||
Facilities Classified to Asset Held for Sale [Member] | |||||
Number of real estate properties | facility | 6 | 2 | 1 | 6 | |
6 Facilities | |||||
Amount of gain (loss) from sale of facilities | $ (700) | $ 1,800 | |||
Total cash proceeds | $ 61,000 | $ 18,100 | |||
6 Facilities | Facilities Sold | |||||
Number of real estate properties | 6 | 6 | 6 | ||
3 Facilities | |||||
Provision for impairment on real estate properties | $ 3,600 | ||||
3 Facilities | Facilities With Impairment Charges [Member] | |||||
Number of real estate properties | facility | 3 | ||||
15 Facilities and 1 Facility Subject to Direct Financing Lease | |||||
Amount of gain (loss) from sale of facilities | $ 12,800 | ||||
Total cash proceeds | $ 38,000 | ||||
15 Facilities | Facilities Sold | |||||
Number of real estate properties | facility | 15 | ||||
1 Facility Subject to Direct Financing Lease | Facilities Sold | |||||
Number of real estate properties | facility | 1 | ||||
10 Facilities | |||||
Provision for impairment on real estate properties | $ 12,000 | ||||
10 Facilities | Facilities With Impairment Charges [Member] | |||||
Number of real estate properties | facility | 10 | ||||
7 Facilities | |||||
Provision for impairment on real estate properties | $ 28,100 | ||||
7 Facilities | Facilities With Impairment Charges [Member] | |||||
Number of real estate properties | facility | 7 | 7 |
DIRECT FINANCING LEASES (Narrat
DIRECT FINANCING LEASES (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2020 | Sep. 30, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Proceeds from distribution of trust | $ 15,220 | $ 88,730 | ||||
Other assets | $ 71,261 | 71,261 | $ 102,462 | |||
Recovery (impairment) on direct financing leases | $ 800 | $ 324 | $ 1,076 | $ (7,700) | ||
Distribution Trust [Member] | ||||||
Proceeds from distribution of trust | $ 14,900 | |||||
Orianna | ||||||
Other assets | $ 14,100 | |||||
Orianna | Distribution Trust [Member] | ||||||
Recovery (impairment) on direct financing leases | $ (7,700) |
DIRECT FINANCING LEASES (Schedu
DIRECT FINANCING LEASES (Schedule of Components of Investment in Direct Financing Leases) (Detail) $ in Thousands | Sep. 30, 2020USD ($)propertyfacilitycontract | Jan. 01, 2020USD ($) | Dec. 31, 2019USD ($)contractproperty |
Lessee, Lease, Description [Line Items] | |||
Minimum lease payments receivable | $ 26,217 | $ 27,227 | |
Less unearned income | (14,747) | (15,522) | |
Investment in direct financing leases | 11,470 | 11,705 | |
Less allowance for expected credit losses on direct financing leases | (612) | (217) | |
Investment in direct financing leases - net | $ 10,858 | $ 10,877 | $ 11,488 |
Number of real estate properties | facility | 976 | ||
Number of direct financing leases | contract | 1 | 2 | |
Facilities Subject to Direct Financing Leases [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Number of real estate properties | property | 1 | 2 |
MORTGAGE NOTES RECEIVABLE (Narr
MORTGAGE NOTES RECEIVABLE (Narrative) (Detail) | 9 Months Ended |
Sep. 30, 2020statefacilitypropertyitementity | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of real estate properties | 976 |
Number of fixed rate mortgage | item | 10 |
Number of states | state | 40 |
Skilled Nursing Facilities | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of real estate properties | 755 |
Assisted Living Facilities | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of real estate properties | 114 |
Facilities Under Fixed Rate Mortgage Loans [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of real estate properties | 64 |
Facilities Under Fixed Rate Mortgage Loans [Member] | Skilled Nursing Facilities | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of real estate properties | property | 57 |
Facilities Under Fixed Rate Mortgage Loans [Member] | Assisted Living Facilities | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of real estate properties | property | 3 |
Mortgage Receivable [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of states | state | 8 |
Number of independent healthcare operating companies operating under mortgage notes receivable | entity | 7 |
MORTGAGE NOTES RECEIVABLE (Sche
MORTGAGE NOTES RECEIVABLE (Schedule of Receivables) (Detail) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020USD ($)facility | Dec. 31, 2019USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of real estate properties | facility | 976 | |
Mortgage Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | $ 921,724 | $ 778,468 |
Allowance for credit losses | (29,185) | (4,905) |
Total mortgages - net | 892,539 | 773,563 |
Mortgage Loans on Real Estate | 892,539 | 773,563 |
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 | 10.59% | |
Maturity year | 2027 | |
Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | $ 672,364 | 526,520 |
Mortgage loans on real estate, interest rate | 10.52% | |
Maturity year | 2029 | |
Mortgage Receivable [Member] | 2 Mortgage Notes Due Through 2021 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | $ 43,200 | |
Mortgage Receivable [Member] | Other Mortgage Notes Member | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | $ 136,860 | $ 139,448 |
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 | 9.40% | |
Construction Loans [Member] | Mortgage Receivable [Member] | 2 Mortgage Notes Due Through 2021 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | $ 28,600 | |
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 | 47 |
MORTGAGE NOTES RECEIVABLE (Note
MORTGAGE NOTES RECEIVABLE (Notes Due 2029 Narrative) (Detail) $ in Thousands | May 01, 2020USD ($)facility | Jun. 30, 2020USD ($)facility | Sep. 30, 2020USD ($)facility | Dec. 31, 2019USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Number of real estate properties | facility | 976 | |||
Skilled Nursing Facilities | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Number of real estate properties | facility | 755 | |||
Assisted Living Facilities | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Number of real estate properties | facility | 114 | |||
Michigan | 9 Facilities | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Write-off of straight-line rent receivable | $ 3,600 | |||
Mortgage Receivable [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Mortgage notes receivable | $ 921,724 | $ 778,468 | ||
Mortgage notes receivable | 892,539 | 773,563 | ||
Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Mortgage notes receivable | $ 672,364 | $ 526,520 | ||
Maturity year | 2029 | |||
Mortgage loans on real estate, interest rate | 10.52% | |||
Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | Ciena Healthcare | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Mortgage notes receivable | $ 672,400 | |||
Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | Maximum | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Maturity year | 2029 | |||
Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | Master Mortgage [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Mortgage notes receivable | $ 415,000 | |||
Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | Amended Master Mortgage [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Mortgage loans on real estate, interest rate | 10.67% | |||
Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | Amended Master Mortgage [Member] | 9 Facilities | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Mortgage notes receivable | $ 83,500 | |||
Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | Amended Master Mortgage [Member] | Assisted Living Facilities | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Number of real estate properties | facility | 1 | |||
Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | Amended Master Mortgage [Member] | Michigan | 9 Facilities | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Mortgage notes receivable | $ 83,400 | |||
Mortgage loans on real estate, interest rate | 10.31% | |||
Percentage of mortgage loan interest rate increase per annum | 2.00% | |||
Mortgage loans on real estate, maturity date | Jun. 30, 2029 | |||
Mortgage Receivable [Member] | Mortgage Note Due 2021 [Member] | Ohio | 2 Facilities | Ciena Healthcare Subsidiaries [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Mortgage notes receivable | $ 43,200 | |||
Mortgage loans on real estate, interest rate | 9.50% | |||
Mortgage loans on real estate, maturity date | Jun. 30, 2021 | |||
Mortgage notes receivable-net | $ 43,200 | |||
Facilities Covered by Mortgage and Used as Collateral [Member] | Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | Amended Master Mortgage [Member] | Michigan | Skilled Nursing Facilities | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Number of real estate properties | facility | 8 | |||
Facilities Covered by Mortgage and Used as Collateral [Member] | Mortgage Receivable [Member] | Mortgage Note Due 2021 [Member] | Skilled Nursing Facilities | Ciena Healthcare Subsidiaries [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Number of real estate properties | facility | 2 | |||
Facilities Formerly Leased Now Sold [Member] | Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | Amended Master Mortgage [Member] | Michigan | 9 Facilities | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Number of real estate properties | facility | 9 |
OTHER INVESTMENTS (Schedule of
OTHER INVESTMENTS (Schedule of Receivables) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | |
Schedule of Investments [Line Items] | |||
Total other investments | $ 464,503 | $ 412,540 | $ 419,228 |
Other Investment Receivables [Member] | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | 495,695 | 419,228 | |
Allowance for credit losses | (31,192) | ||
Other Investment Note Due 2021 | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 81,948 | 77,087 | |
Maturity year | 2021 | ||
Other Investment Note Due 2021 Through 2025 [Member] | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 62,187 | 58,687 | |
Other Investment Note Due 2023 [Member] | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 49,908 | 52,213 | |
Maturity year | 2023 | ||
Other Investments Note Due 2030 [Member] | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 132,148 | 65,000 | |
Maturity year | 2030 | ||
Other Investment notes outstanding | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 169,504 | $ 166,241 | |
Maturity year | 2028 | ||
Minimum | Other Investment Note Due 2021 Through 2025 [Member] | |||
Schedule of Investments [Line Items] | |||
Maturity year | 2021 | ||
Maximum | Other Investment Note Due 2021 Through 2025 [Member] | |||
Schedule of Investments [Line Items] | |||
Maturity year | 2025 | ||
Weighted Average [Member] | Other Investment Note Due 2021 | |||
Schedule of Investments [Line Items] | |||
Interest rate | 13.11% | ||
Weighted Average [Member] | Other Investment Note Due 2021 Through 2025 [Member] | |||
Schedule of Investments [Line Items] | |||
Interest rate | 8.25% | ||
Weighted Average [Member] | Other Investment Note Due 2023 [Member] | |||
Schedule of Investments [Line Items] | |||
Interest rate | 12.00% | ||
Weighted Average [Member] | Other Investments Note Due 2030 [Member] | |||
Schedule of Investments [Line Items] | |||
Interest rate | 7.00% | ||
Weighted Average [Member] | Other Investment notes outstanding | |||
Schedule of Investments [Line Items] | |||
Interest rate | 7.92% |
OTHER INVESTMENTS (Note Due 202
OTHER INVESTMENTS (Note Due 2021 Narrative) (Detail) - USD ($) | Jul. 29, 2016 | Sep. 30, 2020 | Sep. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | May 09, 2019 | Mar. 06, 2018 | Feb. 22, 2018 |
Schedule of Investments [Line Items] | ||||||||
Other investments | $ 464,503,000 | $ 464,503,000 | $ 412,540,000 | $ 419,228,000 | ||||
Provision for Credit Losses | 28,230,000 | 29,731,000 | ||||||
Other Investment Note Due 2021 | ||||||||
Schedule of Investments [Line Items] | ||||||||
Other investments, gross | 81,948,000 | 81,948,000 | $ 77,087,000 | |||||
Genesis HealthCare | ||||||||
Schedule of Investments [Line Items] | ||||||||
Provision for Credit Losses | 0 | |||||||
Genesis HealthCare | Other Investment Note Due 2021 | ||||||||
Schedule of Investments [Line Items] | ||||||||
Other investments, gross | 81,900,000 | 81,900,000 | ||||||
Other investments | 63,800,000 | 63,800,000 | ||||||
Loans Receivable Fixed Rate | 14.00% | |||||||
Loans Receivable Interest Paid-In-Kind | 9.00% | |||||||
Genesis HealthCare | Other Investment Note Due 2021 First Loan | ||||||||
Schedule of Investments [Line Items] | ||||||||
Financing receivable, face amount | $ 48,000,000 | |||||||
Investment Maturity Date | Jul. 29, 2020 | Nov. 30, 2021 | ||||||
Genesis HealthCare | Other Investment Note Due 2021 First Loan | Eurodollar [Member] | ||||||||
Schedule of Investments [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 13.00% | |||||||
Debt instrument base rate floor | $ 1 | |||||||
Genesis HealthCare | Other Investment Note Due 2021 First Loan | Alternative Base Rate [Member] | ||||||||
Schedule of Investments [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 12.00% | |||||||
Debt instrument base rate floor | $ 2 | |||||||
Genesis HealthCare | Other Investment Note Due 2021 Second Loan | ||||||||
Schedule of Investments [Line Items] | ||||||||
Financing receivable, face amount | $ 16,000,000 | |||||||
Other investments | $ 18,200,000 | $ 18,200,000 | ||||||
Loans Receivable Fixed Rate | 10.00% | |||||||
Loans Receivable Interest Paid-In-Kind | 5.00% | |||||||
Investment Maturity Date | Nov. 30, 2021 | Jul. 29, 2020 | ||||||
Genesis HealthCare | Debt Instrument, Redemption, Period One [Member] | Other Investment Note Due 2021 | ||||||||
Schedule of Investments [Line Items] | ||||||||
Notes Receivable Principal Payment | 250,000 | |||||||
Genesis HealthCare | Debt Instrument, Redemption, Period Two [Member] | Other Investment Note Due 2021 | ||||||||
Schedule of Investments [Line Items] | ||||||||
Notes Receivable Principal Payment | $ 500,000 |
OTHER INVESTMENTS (Note Due 2_2
OTHER INVESTMENTS (Note Due 2021-2025 Narrative) (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Aug. 31, 2017 | Sep. 30, 2020 | Sep. 30, 2020 | Feb. 28, 2020 | Feb. 10, 2020 | Dec. 31, 2019 | Nov. 05, 2019 | May 07, 2018 | Sep. 30, 2016 | |
Schedule of Investments [Line Items] | |||||||||
Provision for Credit Losses | $ 28,230,000 | $ 29,731,000 | |||||||
Other Investment Note Due 2021 Through 2025 [Member] | |||||||||
Schedule of Investments [Line Items] | |||||||||
Other investments, gross | 62,187,000 | 62,187,000 | $ 58,687,000 | ||||||
Other Investment notes outstanding | |||||||||
Schedule of Investments [Line Items] | |||||||||
Other investments, gross | 169,504,000 | 169,504,000 | 166,241,000 | ||||||
Mortgage Receivable [Member] | |||||||||
Schedule of Investments [Line Items] | |||||||||
Other investments, gross | 921,724,000 | 921,724,000 | $ 778,468,000 | ||||||
Agemo Holdings LLC | |||||||||
Schedule of Investments [Line Items] | |||||||||
Loans Receivable, Net | 37,800,000 | 37,800,000 | |||||||
Agemo Holdings LLC | Tranche Two [Member] | |||||||||
Schedule of Investments [Line Items] | |||||||||
Financing receivable, face amount | $ 32,000,000 | ||||||||
Agemo Holdings LLC | Other Investment Note Due 2021 Through 2025 [Member] | |||||||||
Schedule of Investments [Line Items] | |||||||||
Financing receivable, face amount | $ 1,700,000 | 37,000,000 | |||||||
Letter of Credit as collateral fair value | 9,300,000 | 9,300,000 | |||||||
Provision for Credit Losses | 24,400,000 | ||||||||
Loans Receivable, Net | 9,300,000 | 9,300,000 | |||||||
Agemo Holdings LLC | Other Investment Note Due 2021 Through 2025 [Member] | Tranche One [Member] | |||||||||
Schedule of Investments [Line Items] | |||||||||
Debt instrument, interest rate, stated percentage | 13.00% | ||||||||
Proceeds from collection of notes receivable | $ 5,000,000 | ||||||||
Agemo Holdings LLC | Other Investment Note Due 2021 Through 2025 [Member] | Tranche Two [Member] | |||||||||
Schedule of Investments [Line Items] | |||||||||
Financing receivable, face amount | 32,000,000 | $ 32,000,000 | |||||||
Investment Maturity Date | Dec. 31, 2024 | ||||||||
Debt instrument, interest rate, stated percentage | 9.00% | ||||||||
Provision for Credit Losses | 3,800,000 | ||||||||
Agemo Holdings LLC | Other Investment Note Due 2021 Through 2025 Second Loan [Member] | |||||||||
Schedule of Investments [Line Items] | |||||||||
Financing receivable, face amount | $ 25,000,000 | ||||||||
Investment Maturity Date | Apr. 30, 2025 | ||||||||
Debt instrument, interest rate, stated percentage | 7.00% | ||||||||
Other investments, gross | 25,000,000 | 25,000,000 | |||||||
Provision for Credit Losses | 0 | ||||||||
Agemo Holdings LLC | Other Investment Note Due 2021 Through 2025 Fourth Loan [Member] | |||||||||
Schedule of Investments [Line Items] | |||||||||
Financing receivable, face amount | $ 1,700,000 | ||||||||
Investment Maturity Date | Jan. 1, 2021 | Mar. 31, 2020 | |||||||
Debt instrument, interest rate, stated percentage | 9.00% | ||||||||
Affiliate Agemo Holdings LLC [Member] | Other Investment Note Due 2021 Through 2025 [Member] | |||||||||
Schedule of Investments [Line Items] | |||||||||
Financing receivable, face amount | $ 3,500,000 | ||||||||
Investment Maturity Date | Feb. 28, 2021 | ||||||||
Debt instrument, interest rate, stated percentage | 10.00% | ||||||||
Other investments, gross | 3,500,000 | $ 3,500,000 | |||||||
Provision for Credit Losses | $ 0 |
OTHER INVESTMENTS (Notes Due 20
OTHER INVESTMENTS (Notes Due 2030 Narrative) (Detail) - USD ($) $ in Thousands | Jul. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2017 | Dec. 31, 2015 |
Rental income | $ 83,226 | $ 202,470 | $ 526,258 | $ 589,464 | |||
Maplewood Real Estate Holdings | Other Investment Note Due2030 [Member] | |||||||
Financing receivable, face amount | $ 220,500 | ||||||
Debt instrument, interest rate, stated percentage | 7.00% | ||||||
Other investments, gross | $ 132,100 | $ 132,100 | $ 132,100 | ||||
Investment Maturity Date | Jun. 30, 2030 | ||||||
Rental income | $ 55,400 | ||||||
Maplewood Real Estate Holdings | Secured Revolving Credit One [Member] | |||||||
Financing receivable, face amount | $ 50,000 | ||||||
Debt instrument, interest rate, stated percentage | 6.66% | ||||||
Maplewood Real Estate Holdings | Secured Revolving Credit Two [Member] | |||||||
Financing receivable, face amount | $ 15,000 | ||||||
Debt instrument, interest rate, stated percentage | 9.50% |
OTHER INVESTMENTS (Other Invest
OTHER INVESTMENTS (Other Investment Note Narrative) (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Apr. 17, 2020 | Dec. 31, 2019 |
Other Investment Receivables [Member] | |||
Other investments, gross | $ 495,695 | $ 419,228 | |
Other Investment notes outstanding | |||
Other investments, gross | 169,504 | $ 166,241 | |
Subsidiary of Second Spring Healthcare [Member] | |||
Other investments, gross | $ 17,600 | ||
Subsidiary of Second Spring Healthcare [Member] | Other Investment notes outstanding | |||
Financing receivable, face amount | $ 17,600 | ||
Debt instrument, interest rate, stated percentage | 3.25% | 2.75% | |
Other investments, gross | $ 17,600 | ||
Ownership % | 15.00% |
VARIABLE INTEREST ENTITIES (Sch
VARIABLE INTEREST ENTITIES (Schedule of Variable Interest Entities) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | |||||
Rental income | $ 83,226 | $ 202,470 | $ 526,258 | $ 589,464 | |
Other investment income | 11,286 | 9,989 | 32,870 | 33,036 | |
Total operating revenues | 119,177 | 233,195 | 628,596 | 682,162 | |
Provision of of straight-line rent and contractual receivables | 142,300 | ||||
Agemo Holdings LLC | |||||
Variable Interest Entity [Line Items] | |||||
Provision of of straight-line rent and contractual receivables | 75,300 | ||||
Maplewood Real Estate Holdings | |||||
Variable Interest Entity [Line Items] | |||||
Total operating revenues | 11,552 | 38,214 | 32,410 | ||
Maplewood Real Estate Holdings | Rental and Other Investment Income [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Variable interest entity rental and other investment income | 11,400 | 51,400 | 31,700 | ||
Maplewood Real Estate Holdings | Rental Income [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Rental income | 10,337 | 33,381 | 28,804 | ||
Maplewood Real Estate Holdings | Other Investment Income [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Other investment income | 1,215 | 4,833 | 3,606 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 414,035 | 414,035 | $ 533,246 | ||
Maximum exposure to loss | 21,141 | 21,141 | 112,604 | ||
Revenue total | (62,069) | 16,313 | (29,429) | 48,768 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Rental and Other Investment Income [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Variable interest entity rental and other investment income | 13,400 | 13,500 | 40,100 | 39,700 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Rental Income [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Revenue total | (63,128) | 15,145 | (33,026) | 45,473 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Other Investment Income [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Revenue total | 1,059 | $ 1,168 | 3,597 | $ 3,295 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Letters of credit | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities subtotal | (9,253) | (9,253) | (9,253) | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Personal Guarantee Collateral [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities subtotal | (8,000) | (8,000) | (8,000) | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Other Collateral [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities subtotal | (375,641) | (375,641) | (403,389) | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Collateral Pledged [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities subtotal | (392,894) | (392,894) | (420,642) | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Real Estate Investments [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 375,641 | 375,641 | 403,389 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Other Investments [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 37,753 | 37,753 | 58,687 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Accounts Receivable [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 641 | 641 | 18,113 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Straight-Line Rent Receivables [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 46,247 | ||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Lease inducement [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | $ 6,810 | ||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 889,674 | 889,674 | |||
Liabilities subtotal | (44,252) | (44,252) | |||
Maximum exposure to loss | 58,466 | 58,466 | |||
Revenue total | 15,178 | ||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Rental and Other Investment Income [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Variable interest entity rental and other investment income | 17,500 | ||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Rental Income [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Revenue total | 13,199 | ||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Other Investment Income [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Revenue total | 1,979 | ||||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Personal Guarantee Collateral [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities subtotal | (40,000) | (40,000) | |||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Other Collateral [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities subtotal | (746,956) | (746,956) | |||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Collateral Pledged [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities subtotal | (786,956) | (786,956) | |||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Real Estate Investments [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 746,956 | 746,956 | |||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Other Investments [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 132,148 | 132,148 | |||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Accounts Receivable [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 771 | 771 | |||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Straight-Line Rent Receivables [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities subtotal | (61,207) | (61,207) | |||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Lease inducement [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Assets subtotal | 71,006 | 71,006 | |||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Net In Place Lease Liability [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities subtotal | (337) | (337) | |||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Contingent Liability [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities subtotal | $ (43,915) | $ (43,915) |
INVESTMENT IN JOINT VENTUREs (S
INVESTMENT IN JOINT VENTUREs (Schedule of equity method investments) (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)facilitycontractproperty | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)facilitycontractproperty | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Investments in unconsolidated joint ventures | $ 196,214 | $ 196,214 | $ 199,884 | ||
Number of real estate properties | facility | 976 | 976 | |||
Number of Operators | contract | 69 | 69 | |||
Income (loss) from unconsolidated joint ventures | $ 1,692 | $ 8,428 | $ 4,654 | $ 10,028 | |
Initial Investment | 230,003 | ||||
Assets management fees recognized | $ 300 | 200 | $ 1,000 | 700 | |
Skilled Nursing Facilities | |||||
Number of real estate properties | facility | 755 | 755 | |||
Specialty | |||||
Number of real estate properties | property | 28 | 28 | |||
Assisted Living Facilities | |||||
Number of real estate properties | facility | 114 | 114 | |||
Second Spring Healthcare Investments [Member] | |||||
Income (loss) from unconsolidated joint ventures | $ 1,666 | 7,832 | $ 2,947 | 9,139 | |
Second Spring Healthcare Investments [Member] | Skilled Nursing Facilities | |||||
Ownership % | 15.00% | 15.00% | |||
Initial Investment Date | Nov. 1, 2016 | ||||
Investments in unconsolidated joint ventures | $ 20,386 | $ 20,386 | 22,504 | ||
Number of real estate properties | facility | 23 | 23 | |||
Initial Investment | $ 50,032 | ||||
Subsidiary of Second Spring Healthcare [Member] | |||||
Other investments, gross | $ 17,600 | 17,600 | |||
Lakeway Realty LLC [Member] | |||||
Income (loss) from unconsolidated joint ventures | $ 637 | $ 596 | $ 1,860 | $ 889 | |
Lakeway Realty LLC [Member] | Specialty | |||||
Ownership % | 51.00% | 51.00% | |||
Initial Investment Date | May 17, 2019 | ||||
Investments in unconsolidated joint ventures | $ 72,585 | $ 72,585 | 73,273 | ||
Number of real estate properties | facility | 1 | 1 | |||
Initial Investment | $ 73,834 | ||||
Cindat Ice Portfolio JV GP Limited [Member] | |||||
Income (loss) from unconsolidated joint ventures | $ (398) | $ 493 | |||
Cindat Ice Portfolio JV GP Limited [Member] | Assisted Living Facilities | |||||
Ownership % | 49.00% | 49.00% | |||
Initial Investment Date | Dec. 18, 2019 | ||||
Investments in unconsolidated joint ventures | $ 103,052 | $ 103,052 | 103,976 | ||
Number of real estate properties | facility | 67 | 67 | |||
Initial Investment | $ 105,687 | ||||
OMG Senior Housing LLC [Member] | |||||
Income (loss) from unconsolidated joint ventures | $ (108) | $ (387) | |||
OMG Senior Housing LLC [Member] | Independent Living Facilities [Member] | |||||
Ownership % | 50.00% | 50.00% | |||
Initial Investment Date | Dec. 6, 2019 | ||||
Number of real estate properties | facility | 1 | 1 | |||
OH CHS SNP Inc [Member] | |||||
Ownership % | 9.00% | 9.00% | |||
Initial Investment Date | Dec. 20, 2019 | ||||
Investments in unconsolidated joint ventures | $ 191 | $ 191 | $ 131 | ||
Income (loss) from unconsolidated joint ventures | $ (105) | (259) | |||
Initial Investment | $ 450 |
ASSETS HELD FOR SALE (Schedule
ASSETS HELD FOR SALE (Schedule of Properties Held-for-Sale) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($)facilityproperty | Jun. 30, 2020USD ($)propertyfacility | Mar. 31, 2020USD ($)propertyfacility | Sep. 30, 2020USD ($)facilityproperty | |
Number Of Properties | ||||
Beginning Balance | property | 6 | 8 | 6 | 6 |
Properties sold | property | (4) | (5) | (4) | |
Properties added | property | 11 | 3 | 6 | |
Ending balance | property | 13 | 6 | 8 | 13 |
Net Book Value | ||||
Beginning Balance | $ 70,516 | $ 24,125 | $ 4,922 | $ 4,922 |
Properties sold | (66,560) | (19,910) | (4,341) | |
Properties added | 31,965 | 66,301 | 23,544 | |
Ending balance | $ 35,921 | 70,516 | 24,125 | $ 35,921 |
Net proceeds from sale of facilities held for sale | 38,400 | 4,200 | ||
Gain (loss) from sale of facilities | 16,700 | (500) | ||
Number of real estate properties | facility | 976 | 976 | ||
Impairment charges | $ 7,400 | $ 1,900 | ||
Skilled Nursing Facilities | ||||
Net Book Value | ||||
Number of real estate properties | facility | 755 | 755 | ||
Assisted Living Facilities | ||||
Net Book Value | ||||
Number of real estate properties | facility | 114 | 114 | ||
2 Facilities | ||||
Net Book Value | ||||
Impairment charges | $ 2,600 | |||
6 Facilities | ||||
Net Book Value | ||||
Impairment charges | $ 24,200 | |||
4 Facilities and Parcel of Land [Member} | ||||
Net Book Value | ||||
Net proceeds from sale of facilities held for sale | 60,700 | |||
Gain (loss) from sale of facilities | $ (1,000) | |||
Facilities Sold | 4 Facilities | ||||
Net Book Value | ||||
Number of real estate properties | facility | 4 | |||
Facilities Sold | 5 Facilities | ||||
Net Book Value | ||||
Number of real estate properties | facility | 5 | |||
Facilities Sold | 4 Facilities and Parcel of Land [Member} | ||||
Net Book Value | ||||
Number of real estate properties | facility | 4 | 4 | ||
Facilities With Impairment Charges [Member] | 2 Facilities | ||||
Net Book Value | ||||
Number of real estate properties | facility | 2 | |||
Facilities With Impairment Charges [Member] | 6 Facilities | ||||
Net Book Value | ||||
Number of real estate properties | facility | 6 | 6 |
INTANGIBLES (Narrative) (Detail
INTANGIBLES (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net amortization of intangible assets | $ 3.7 | $ 1.3 | $ 8.5 | $ 4.7 |
Remainder 2020 | 2.7 | 2.7 | ||
2021 | 6.1 | 6.1 | ||
2022 | 5.8 | 5.8 | ||
2023 | 5.6 | 5.6 | ||
2024 | $ 5.4 | $ 5.4 | ||
Below market leases, weighted average remaining amortization, period | 8 years | |||
Above market leases | ||||
Weighted average remaining amortization | 9 years |
INTANGIBLES (Schedule of Intang
INTANGIBLES (Schedule of Intangibles) (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Goodwill | $ 644,084 | $ 644,415 |
Gross intangible assets | 22,822 | 49,240 |
Accumulated amortization | (20,526) | (21,227) |
Net intangible assets | 2,296 | 28,013 |
Liabilities: | ||
Below market leases | 140,744 | 147,292 |
Accumulated amortization | (94,914) | (87,154) |
Net intangible liabilities | $ 45,830 | $ 60,138 |
INTANGIBLES (Schedule of Reconc
INTANGIBLES (Schedule of Reconciliation of Goodwill) (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill [Roll Forward] | |
Balance | $ 644,415 |
Less: foreign currency translation | (331) |
Balance | $ 644,084 |
CONCENTRATION OF RISK (Narrativ
CONCENTRATION OF RISK (Narrative) (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020USD ($)facilitycontractpropertyitemstate | Sep. 30, 2019 | Sep. 30, 2020USD ($)facilitycontractpropertyitemstate | Sep. 30, 2019 | Jan. 01, 2020USD ($) | Dec. 31, 2019USD ($) | |
Concentration Risk [Line Items] | ||||||
Number of real estate properties | 976 | 976 | ||||
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 | 69 | 69 | ||||
Gross investment in facilities, net of impairments and reserves for uncollectible loans | $ | $ 9,700,000 | $ 9,700,000 | ||||
Other investments | $ | 464,503 | 464,503 | $ 412,540 | $ 419,228 | ||
Investment in unconsolidated joint venture | $ | $ 196,214 | $ 196,214 | $ 199,884 | |||
Number of unconsolidated joint ventures | item | 5 | 5 | ||||
Five Unconsolidated Joint Venture [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Investment in unconsolidated joint venture | $ | $ 196,200 | $ 196,200 | ||||
Geographic Concentration Risk [Member] | Florida | ||||||
Concentration Risk [Line Items] | ||||||
Concentration percentage | 14.00% | |||||
Geographic Concentration Risk [Member] | Texas | ||||||
Concentration Risk [Line Items] | ||||||
Concentration percentage | 9.00% | |||||
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 | 755 | 755 | ||||
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% | 11.00% | 11.00% | 11.00% | ||
Facilities Under Fixed Rate Mortgage Loans [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Number of real estate properties | 64 | 64 | ||||
Facilities Under Fixed Rate Mortgage Loans [Member] | Skilled Nursing Facilities | ||||||
Concentration Risk [Line Items] | ||||||
Number of real estate properties | property | 57 | 57 | ||||
Facilities Under Fixed Rate Mortgage Loans [Member] | Assisted Living Facilities | ||||||
Concentration Risk [Line Items] | ||||||
Number of real estate properties | property | 3 | 3 | ||||
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 | 13 | 13 |
STOCKHOLDERS'_OWNERS' EQUITY (C
STOCKHOLDERS'/OWNERS' EQUITY (Common Stock Repurchase) (Narrative) (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Mar. 20, 2020 | |
Stockholders' / Owners' Equity [Abstract] | ||
Stock repurchase program, authorized amount | $ 200 | |
Stock repurchased during period, shares | 0 |
STOCKHOLDERS'_OWNERS' EQUITY (S
STOCKHOLDERS'/OWNERS' EQUITY (Schedule of Common Stock Dividends) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Dividends Payable [Line Items] | ||||
Common Stock, Dividends, Per Share, Declared | $ 0.67 | $ 0.66 | $ 2.01 | $ 1.98 |
January 31, 2020 | ||||
Dividends Payable [Line Items] | ||||
Dividends Declared, Date Of Record | Jan. 31, 2020 | |||
Dividends Payable, Date to be Paid | Feb. 14, 2020 | |||
Common Stock, Dividends, Per Share, Declared | $ 0.67 | |||
April 30, 2020 | ||||
Dividends Payable [Line Items] | ||||
Dividends Declared, Date Of Record | Apr. 30, 2020 | |||
Dividends Payable, Date to be Paid | May 15, 2020 | |||
Common Stock, Dividends, Per Share, Declared | $ 0.67 | |||
July 31, 2020 | ||||
Dividends Payable [Line Items] | ||||
Dividends Declared, Date Of Record | Jul. 31, 2020 | |||
Dividends Payable, Date to be Paid | Aug. 14, 2020 | |||
Common Stock, Dividends, Per Share, Declared | $ 0.67 | |||
November 2, 2020 | ||||
Dividends Payable [Line Items] | ||||
Dividends Declared, Date Of Record | Nov. 2, 2020 | |||
Dividends Payable, Date to be Paid | Nov. 16, 2020 | |||
Common Stock, Dividends, Per Share, Declared | $ 0.67 |
STOCKHOLDERS'_OWNERS' EQUITY (E
STOCKHOLDERS'/OWNERS' EQUITY (Equity Shelf Program) (Narrative) (Detail) - $500 Million Equity Shelf Program - USD ($) $ / shares in Units, $ in Millions | Sep. 03, 2015 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Sales price, equity distribution agreement | $ 500 | ||||
Issuance of common stock (in shares) | 0 | 100,000 | 49,000 | 3,100,000 | |
Average issue price per share | $ 33.91 | $ 34.64 | $ 34.78 | ||
Proceeds from issuance of common stock | $ 4.2 | $ 1.7 | $ 107 |
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, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Issuance of common stock (in shares) | 0 | 1,000,000 | 90,000 | 2,500,000 |
Average issue price per share | $ 37.87 | $ 41.80 | $ 37.06 | |
Net proceeds from issuance of common stock | $ 37.7 | $ 3.7 | $ 91.8 |
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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||
Beginning balance | $ 4,167,392 | $ 4,336,594 | |||||
Balance , ending | 3,938,414 | $ 4,083,462 | 3,938,414 | $ 4,083,462 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 4,167,392 | 4,083,462 | 4,336,594 | 4,083,462 | $ 3,938,414 | $ 4,336,594 | $ 4,083,462 |
Add: portion included in noncontrolling interest | (193,854) | (201,166) | |||||
Stockholders Equity/AOCI | 3,744,560 | 4,135,428 | |||||
Accumulated Other Comprehensive Loss | |||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||
Beginning balance | (66,235) | ||||||
Balance , ending | (49,101) | (58,272) | (49,101) | (58,272) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (49,101) | (58,272) | (49,101) | (58,272) | (49,101) | (58,272) | |
Omega OP | Foreign Currency Translation [Member] | |||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||
Beginning balance | (68,795) | (49,715) | (35,100) | (47,704) | |||
Translation loss | 21,808 | (12,015) | (11,818) | (13,857) | |||
Realized gain (loss) | 19 | 23 | (50) | (146) | |||
Balance , ending | (46,968) | (61,707) | (46,968) | (61,707) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (46,968) | (61,707) | (46,968) | (61,707) | (46,968) | (35,100) | (61,707) |
Omega OP | Cash Flow Hedges [Member] | |||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||
Beginning balance | (9,699) | (4,093) | (2,369) | 3,994 | |||
Unrealized (loss) gain | 7,223 | (26) | 1,401 | (8,765) | |||
Realized (loss) gain | (1,500) | 195 | (3,008) | 847 | |||
Balance , ending | (3,976) | (3,924) | (3,976) | (3,924) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (3,976) | (3,924) | (3,976) | (3,924) | (3,976) | (2,369) | (3,924) |
Omega OP | Net Investment Hedge [Member] | |||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||
Beginning balance | 9,533 | 790 | (4,420) | 70 | |||
Unrealized (loss) gain | (9,953) | 4,040 | 4,000 | 4,760 | |||
Balance , ending | (420) | 4,830 | (420) | 4,830 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (420) | 4,830 | (420) | 4,830 | (420) | $ (4,420) | 4,830 |
Omega OP | Accumulated Other Comprehensive Loss | |||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||
Balance , ending | (51,364) | (60,801) | (51,364) | (60,801) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (51,364) | $ (60,801) | $ (51,364) | $ (60,801) | (51,364) | (60,801) | |
Add: portion included in noncontrolling interest | 2,263 | 2,529 | |||||
Stockholders Equity/AOCI | $ (49,101) | $ (58,272) |
TAXES (Narrative) (Detail)
TAXES (Narrative) (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($)subsidiary | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)subsidiary | Sep. 30, 2019USD ($) | |
Taxes [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% | ||
Number of REIT subsidiaries | subsidiary | 1 | 1 | ||
Net operating loss carryforwards period | Under current law, our NOL carry-forwards generated up through December 31, 2017 may be carried forward for no more than 20 years, and our NOL carry-forwards generated in our taxable years ended December 31, 2019 and December 31, 2018 may be carried forward indefinitely. | |||
Provision (benefit) for foreign income taxes | $ 0.5 | $ 0.2 | $ 1.8 | $ 1.3 |
State and local income tax provision | 0.2 | $ 0.3 | $ 0.8 | $ 0.7 |
Number of TSRs subject to federal, state and local income taxes with net operating loss carryforwards | subsidiary | 1 | |||
Taxable REIT Subsidiaries [Member] | ||||
Taxes [Line Items] | ||||
Net operating loss carry-forward | $ 5.7 | $ 5.7 | ||
Tax Years Prior to January 1 2018 [Member] | ||||
Taxes [Line Items] | ||||
Net operating loss percentage that can be used to reduce taxable income | 100.00% |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jan. 01, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 5,122 | $ 2,921 | $ 14,380 | $ 11,031 | |
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 | 20,215 | ||||
Profit Interest Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares awarded, other than options | 102,565 | ||||
Relative TSR PIUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares awarded, other than options | 528,499 | ||||
TSR Profit Interest Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares awarded, other than options | 680,038 |
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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock-Based Compensation [Abstract] | ||||
Stock-based compensation expense | $ 5,122 | $ 2,921 | $ 14,380 | $ 11,031 |
BORROWING ARRANGEMENTS (Schedul
BORROWING ARRANGEMENTS (Schedule of Borrowings) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||
Total secured borrowings - net | $ 371,351 | $ 389,680 | |||
Revolving line of credit | 170,667 | 125,000 | |||
Total term loans - net | 802,334 | 804,738 | |||
Total senior notes and other unsecured borrowings - net | 3,828,609 | 3,816,722 | |||
Total secured and unsecured borrowings - net | 5,172,961 | $ 5,136,140 | |||
Proceeds from lines of credit | 939,466 | $ 887,000 | |||
Repayments of Lines of Credit | 893,000 | $ 1,485,100 | |||
Hud Mortgage Assumed [Member] | |||||
Debt Instrument [Line Items] | |||||
Assets pleadged as collateral, fair value | 577,600 | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,250,000 | ||||
Proceeds from lines of credit | $ 300,000 | ||||
Repayments of Lines of Credit | $ 300,000 | ||||
2017 Omega OP Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Deferred financing costs - net | $ (200) | ||||
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% | |||
Secured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Total secured borrowings - net | $ 371,351 | $ 389,680 | |||
Secured Debt [Member] | Hud Mortgage Assumed [Member] | |||||
Debt Instrument [Line Items] | |||||
Rate | 3.01% | ||||
Total secured borrowings - net | $ 369,076 | 387,405 | |||
Secured Debt [Member] | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2021 | ||||
Rate | 3.25% | ||||
Total secured borrowings - net | $ 2,275 | 2,275 | |||
Unsecured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Deferred financing costs - net | (20,820) | (23,778) | |||
Total term loans - net | 802,334 | 804,738 | |||
Discount - net | (20,571) | (23,041) | |||
Total senior notes and other unsecured borrowings - net | 3,828,609 | 3,816,722 | |||
Total unsecured borrowings - net | $ 4,801,610 | 4,746,460 | |||
Unsecured Debt [Member] | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2021 | ||||
Rate | 1.34% | ||||
Revolving line of credit | $ 170,667 | 125,000 | |||
Unsecured Debt [Member] | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Deferred financing costs - net | $ (1,946) | (2,742) | |||
Unsecured Debt [Member] | U.S. term loan | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2022 | ||||
Rate | 1.59% | ||||
Total term loans - net | $ 350,000 | 350,000 | |||
Unsecured Debt [Member] | Sterling term loan | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2022 | ||||
Rate | 1.50% | ||||
Total term loans - net | $ 129,280 | 132,480 | |||
Unsecured Debt [Member] | 2017 Omega OP Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2022 | ||||
Rate | 3.29% | ||||
Total term loans - net | $ 75,000 | 75,000 | |||
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 | |||
Unsecured Debt [Member] | Subordinated debt | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2021 | ||||
Rate | 9.00% | ||||
Long-term debt, gross | $ 20,000 | 13,541 | |||
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% | ||||
Long-term debt, gross | $ 500,000 | 500,000 | |||
Omega OP | |||||
Debt Instrument [Line Items] | |||||
Total secured borrowings - net | 371,351 | 389,680 | |||
Total term loans - net | $ 74,837 | $ 74,763 | |||
Minimum | Secured Debt [Member] | Hud Mortgage Assumed [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2046 | ||||
Maximum | Secured Debt [Member] | Hud Mortgage Assumed [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2052 |
BORROWING ARRANGEMENTS (HUD Mor
BORROWING ARRANGEMENTS (HUD Mortgage Loan Payoffs) (Details) $ in Thousands | Aug. 26, 2020USD ($)item | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) |
Interest - refinancing costs | $ 896 | $ 896 | |
Two Hud Mortgages Assumed [Member] | Secured Debt [Member] | |||
Repayments of Secured Debt | $ 13,700 | ||
Long-term Debt, Weighted Average Interest Rate, over Time | 3.08% | ||
Interest - refinancing costs | $ 900 | ||
Number of assumed loans retired | item | 2 | ||
Hud Mortgage Assumed Maturity 2051 [Member] | Secured Debt [Member] | |||
Maturity | 2051 | ||
Hud Mortgage Assumed Maturity 2052 [Member] | Secured Debt [Member] | |||
Maturity | 2052 |
BORROWING ARRANGEMENTS (Forward
BORROWING ARRANGEMENTS (Forward Starting Swaps) (Details) $ in Millions | Mar. 27, 2020USD ($)contract | Oct. 31, 2020USD ($) | Sep. 30, 2020 | Oct. 09, 2020USD ($) |
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, 2020 and December 31, 2019, 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. | |||
Number of forward starting swaps entered into | contract | 5 | |||
Senior Notes Due 2031 | Senior Notes [Member] | Subsequent event | ||||
Debt instrument, face amount | $ 700 | $ 700 | ||
Debt instrument, interest rate, stated percentage | 3.375% | 3.375% | ||
Maturity | 2031 | |||
Interest Rate Swap | Cash Flow Hedging [Member] | ||||
Derivative, notional amount | $ 400 | |||
Derivative, effective date | Aug. 1, 2023 | |||
Derivative, inception Date | Mar. 27, 2020 | |||
Derivative, maturity Date | Aug. 1, 2033 | |||
Derivative forecasted issuance period on long term debt | 5 years | |||
Derivative, fixed interest rate | 0.8675% | |||
Derivative, maximum period | 46 months |
BORROWING ARRANGEMENTS (Subordi
BORROWING ARRANGEMENTS (Subordinated Debt) (Narrative) (Detail) $ in Thousands | 3 Months Ended | |||
Dec. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2010item | Jun. 30, 2010USD ($) | |
Subordinated debt | Unsecured Debt [Member] | ||||
Long-term Debt, Gross | $ 13,541 | $ 20,000 | ||
Debt instrument, interest rate, stated percentage | 9.00% | |||
Five Subordinated Debt Notes [Member] | ||||
Number of separate subordinated notes assumed | item | 5 | |||
Five Subordinated Debt Notes [Member] | Unsecured Debt [Member] | ||||
Long-term Debt, Gross | $ 4,000 | |||
Debt instrument, interest rate, stated percentage | 9.00% | |||
Offset (reversed) assumed debt against unpaid rent | $ 6,500 |
FINANCIAL INSTRUMENTS (Schedule
FINANCIAL INSTRUMENTS (Schedule of Financial Instruments) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
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 | $ 10,858 | $ 11,488 |
Mortgage notes receivable - net | 892,539 | 773,563 |
Other investments - net | 464,503 | 419,228 |
Total | 1,367,900 | 1,204,279 |
Liabilities: | ||
Revolving line of credit | 170,667 | 125,000 |
Secured borrowing | 2,275 | 2,275 |
U.S. term loan | 349,226 | 348,878 |
Sterling term loan | 128,989 | 132,059 |
Omega OP term loan | 74,837 | 74,763 |
2015 term loan | 249,282 | 249,038 |
Subordinated debt - net | 20,105 | 13,714 |
Total | 5,172,961 | 5,136,140 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.375% notes due 2023 | ||
Liabilities: | ||
Notes Payable | 696,688 | 695,812 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.95% notes due 2024 | ||
Liabilities: | ||
Notes Payable | 396,461 | 395,702 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.50% notes due 2025 | ||
Liabilities: | ||
Notes Payable | 396,734 | 396,163 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 5.25% notes due 2026 | ||
Liabilities: | ||
Notes Payable | 596,261 | 595,732 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.50% notes due 2027 | ||
Liabilities: | ||
Notes Payable | 690,543 | 689,445 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.75% notes due 2028 | ||
Liabilities: | ||
Notes Payable | 542,647 | 541,891 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 3.625% notes due 2029 | ||
Liabilities: | ||
Notes Payable | 489,170 | 488,263 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | Hud Mortgage Assumed [Member] | ||
Liabilities: | ||
HUD debt - net | 369,076 | 387,405 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | ||
Assets: | ||
Investments in direct financing leases - net | 10,858 | 11,488 |
Mortgage notes receivable - net | 920,800 | 819,083 |
Other investments - net | 468,694 | 412,934 |
Total | 1,400,352 | 1,243,505 |
Liabilities: | ||
Revolving line of credit | 170,667 | 125,000 |
Secured borrowing | 2,275 | 2,275 |
U.S. term loan | 350,000 | 350,000 |
Sterling term loan | 129,280 | 132,480 |
Omega OP term loan | 75,000 | 75,000 |
2015 term loan | 250,000 | 250,000 |
Subordinated debt - net | 21,828 | 15,253 |
Total | 5,565,987 | 5,490,735 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.375% notes due 2023 | ||
Liabilities: | ||
Notes Payable | 756,678 | 749,693 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.95% notes due 2024 | ||
Liabilities: | ||
Notes Payable | 431,497 | 442,327 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.50% notes due 2025 | ||
Liabilities: | ||
Notes Payable | 427,411 | 430,529 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 5.25% notes due 2026 | ||
Liabilities: | ||
Notes Payable | 659,994 | 675,078 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.50% notes due 2027 | ||
Liabilities: | ||
Notes Payable | 757,945 | 759,475 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.75% notes due 2028 | ||
Liabilities: | ||
Notes Payable | 606,329 | 602,967 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 3.625% notes due 2029 | ||
Liabilities: | ||
Notes Payable | 507,158 | 500,792 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | Hud Mortgage Assumed [Member] | ||
Liabilities: | ||
HUD debt - net | $ 419,925 | $ 379,866 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($) $ in Thousands | Sep. 29, 2020 | Sep. 30, 2020 | May 17, 2019 |
Total commitments | $ 562,262 | ||
Indemnification Agreement [Member] | |||
Total commitments | $ 11,500 | ||
Lakeway Realty LLC [Member] | |||
Litigation settlement, amount awarded to other party | $ 1,100 | ||
Lakeway Realty LLC [Member] | MedEquities | |||
Equity Method Investment, Ownership Percentage | 51.00% | ||
Minimum | Indemnification Agreement [Member] | |||
Indemnification agreement occurrence period | 18 months | ||
Maximum | Indemnification Agreement [Member] | |||
Indemnification agreement occurrence period | 72 months |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Schedule of remaining commitments) (Detail) $ in Thousands | Sep. 30, 2020USD ($) |
Total commitments | $ 562,262 |
Amounts funded to date | (467,141) |
Remaining commitments | 95,121 |
Other Investment Receivables [Member] | |
Remaining commitments | $ 109,300 |
(LOSS) EARNINGS PER SHARE_UNI_2
(LOSS) 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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||
Net (loss) income | $ (93,768) | $ 142,948 | $ 100,471 | $ 290,801 |
Add/deduct: net loss (income) attributable to noncontrolling interests | 2,477 | (4,208) | (2,540) | (9,218) |
Net (loss) income available to common stockholders/owners | $ (91,291) | $ 138,740 | $ 97,931 | $ 281,583 |
Denominator: | ||||
Denominator for basic earnings per share | 227,507 | 217,818 | 227,393 | 211,315 |
Effect of dilutive securities: | ||||
Common stock equivalents | 1,754 | 1,065 | 1,678 | |
Net forward share contract | 319 | 106 | ||
Noncontrolling interest - Omega OP Units | 6,168 | 6,622 | 6,078 | 7,072 |
Denominator for diluted earnings per share | 233,675 | 226,513 | 234,536 | 220,171 |
Earnings per share/unit - basic: | ||||
Net (loss) income available to common stockholders | $ (0.40) | $ 0.64 | $ 0.43 | $ 1.33 |
Net income (loss) per share | ||||
Net (loss) income | $ (0.40) | $ 0.63 | $ 0.43 | $ 1.32 |
Net income (loss) per unit | ||||
Potentially antidilutive shares excluded | 904 | |||
Omega OP | ||||
Numerator: | ||||
Net (loss) income | $ (93,768) | $ 142,948 | $ 100,471 | $ 290,801 |
Add/deduct: net loss (income) attributable to noncontrolling interests | 3 | 9 | 9 | 9 |
Net (loss) income available to common stockholders/owners | $ (93,765) | $ 142,957 | $ 100,480 | $ 290,810 |
Denominator: | ||||
Denominator for basic earnings per unit | 233,675 | 224,440 | 233,471 | 218,387 |
Effect of dilutive securities: | ||||
Net forward share contract | 319 | 106 | ||
Noncontrolling interest - Omega OP Units | 1,754 | 1,065 | 1,678 | |
Denominator for diluted earnings per unit | 233,675 | 226,513 | 234,536 | 220,171 |
Earnings per share/unit - basic: | ||||
Net (loss) income available to owners' | $ (0.40) | $ 0.64 | $ 0.43 | $ 1.33 |
Net income (loss) per unit | ||||
Net (loss) income | $ (0.40) | $ 0.63 | $ 0.43 | $ 1.32 |
Potentially antidilutive shares excluded | 904 |
SUPPLEMENTAL DISCLOSURE TO CO_3
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of cash and cash equivalents and restricted cash: | ||||
Cash and cash equivalents | $ 35,951 | $ 40,860 | $ 24,117 | |
Restricted cash | 4,164 | 1,372 | 9,263 | |
Cash, cash equivalents and restricted cash at end of period | 40,115 | 42,232 | $ 33,380 | $ 11,671 |
Supplemental Information: | ||||
Interest paid during the period, net of amounts capitalized | 174,247 | 170,045 | ||
Taxes paid during the period | 5,493 | 3,510 | ||
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) | |||
Non cash proceeds from sale of real estate investments (See Note 4) | 83,910 | |||
Non cash placement of mortgages (see Note 4) | (86,936) | |||
Non cash collection of mortgage principal | 11,874 | |||
Non cash investment in other investments (see Note 5) | (121,139) | (25,925) | ||
Non cash proceeds from other investments (see Note 5) | 68,025 | 149,542 | ||
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 | |||
Non cash borrowing of other long-term borrowings | 6,459 | |||
Change in fair value of cash flow hedges | (1,637) | (9,316) | ||
Remeasurement of debt denominated in a foreign currency | $ (4,000) | $ (4,760) |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Detail) $ in Thousands | Nov. 01, 2020USD ($)facilityitem | Oct. 14, 2020USD ($) | Oct. 09, 2020USD ($) | Sep. 30, 2020USD ($)facility | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)facility | Sep. 30, 2019USD ($) | Oct. 31, 2020USD ($) |
Number of real estate properties | facility | 976 | 976 | ||||||
Approximate purchase price | $ 26,000 | |||||||
Initial annual contractual cash rent | $ 81,424 | $ 199,193 | $ 517,384 | $ 579,621 | ||||
Subsequent event | Facilities Acquired | 7 Facilities | ||||||||
Number of real estate properties | facility | 7 | |||||||
Approximate purchase price | $ 78,000 | |||||||
Number of Operating Beds | item | 876 | |||||||
Initial annual contractual cash rent | $ 7,400 | |||||||
Senior Notes Due 2031 | Senior Notes [Member] | ||||||||
Debt Instrument, Maturity Date | Feb. 1, 2031 | |||||||
Senior Notes Due 2031 | Subsequent event | Senior Notes [Member] | ||||||||
Aggregate principal amount | $ 700,000 | $ 700,000 | ||||||
Interest rate | 3.375% | 3.375% | ||||||
Percentage of issue price on face value of debt | 98.249% | |||||||
Net proceeds from issuance of notes | $ 680,500 | |||||||
Interest Rate Swap | 2015 term loan and the Omega OP term loan | Subsequent event | ||||||||
Notional amount | $ 275,000 | |||||||
Amount of swap agreement paid | $ 11,000 | |||||||
Skilled Nursing Facilities | Subsequent event | Facilities Acquired | 7 Facilities | ||||||||
Number of real estate properties | facility | 6 | |||||||
Assisted Living Facilities | Subsequent event | Facilities Acquired | 7 Facilities | ||||||||
Number of real estate properties | facility | 1 |