Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 02, 2018 | |
Document And Entity Information [Line Items] | ||
Entity Registrant Name | OMEGA HEALTHCARE INVESTORS INC | |
Entity Central Index Key | 888,491 | |
Trading Symbol | ohi | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock Shares Outstanding | 198,600,102 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
OHI Healthcare Properties Limited Partnership | ||
Document And Entity Information [Line Items] | ||
Entity Registrant Name | OHI Healthcare Properties Limited Partnership | |
Entity Central Index Key | 1,639,315 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock Shares Outstanding | 0 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Real estate properties | |||
Real estate investments (see Note 2) | $ 7,611,038 | $ 7,655,960 | |
Less accumulated depreciation | (1,420,332) | (1,376,828) | |
Real estate investments - net | 6,190,706 | 6,279,132 | |
Investments in direct financing leases - net | 364,932 | 364,965 | |
Mortgage notes receivable - net | 653,319 | 671,232 | |
Total | 7,208,957 | 7,315,329 | |
Other investments - net | 322,249 | 276,342 | |
Investment in unconsolidated joint venture | 34,673 | 36,516 | |
Assets held for sale - net | 143,419 | 86,699 | |
Total investments | 7,709,298 | 7,714,886 | |
Cash and cash equivalents | 71,231 | 85,937 | |
Restricted cash | 7,868 | 10,871 | |
Accounts receivable - net | 319,713 | 279,334 | |
Goodwill | 645,214 | 644,690 | |
Other assets | 39,305 | 37,587 | |
Total assets | 8,792,629 | 8,773,305 | |
LIABILITIES AND EQUITY | |||
Revolving line of credit | [1] | 355,000 | 290,000 |
Term loans - net | [1] | 910,019 | 904,670 |
Secured borrowings - net | [1],[2] | 52,775 | 53,098 |
Unsecured borrowings - net | [1] | 3,325,885 | 3,324,390 |
Accrued expenses and other liabilities | 262,573 | 295,142 | |
Deferred income taxes | 15,977 | 17,747 | |
Total liabilities | 4,922,229 | 4,885,047 | |
Equity: | |||
Common stock $.10 par value authorized - 350,000 shares, issued and outstanding - 198,595 shares as of March 31, 2018 and 198,309 as of December 31, 2017 | 19,859 | 19,831 | |
Common stock - additional paid-in capital | 4,943,600 | 4,936,302 | |
Cumulative net earnings | 1,933,153 | 1,839,356 | |
Cumulative dividends | (3,341,765) | (3,210,248) | |
Accumulated other comprehensive loss | (16,399) | (30,150) | |
Total stockholders' equity | 3,538,448 | 3,555,091 | |
Noncontrolling interest | 331,952 | 333,167 | |
Total equity | 3,870,400 | 3,888,258 | |
Owners' Equity: | |||
Total liabilities and equity | 8,792,629 | 8,773,305 | |
OHI Healthcare Properties Limited Partnership | |||
Real estate properties | |||
Real estate investments (see Note 2) | 7,611,038 | 7,655,960 | |
Less accumulated depreciation | (1,420,332) | (1,376,828) | |
Real estate investments - net | 6,190,706 | 6,279,132 | |
Investments in direct financing leases - net | 364,932 | 364,965 | |
Mortgage notes receivable - net | 653,319 | 671,232 | |
Total | 7,208,957 | 7,315,329 | |
Other investments - net | 322,249 | 276,342 | |
Investment in unconsolidated joint venture | 34,673 | 36,516 | |
Assets held for sale - net | 143,419 | 86,699 | |
Total investments | 7,709,298 | 7,714,886 | |
Cash and cash equivalents | 71,231 | 85,937 | |
Restricted cash | 7,868 | 10,871 | |
Accounts receivable - net | 319,713 | 279,334 | |
Goodwill | 645,214 | 644,690 | |
Other assets | 39,305 | 37,587 | |
Total assets | 8,792,629 | 8,773,305 | |
LIABILITIES AND EQUITY | |||
Term loans - net | 99,455 | 99,423 | |
Secured borrowings - net | 52,775 | 53,098 | |
Accrued expenses and other liabilities | 214,449 | 226,028 | |
Deferred income taxes | 15,977 | 17,747 | |
Intercompany loans payable | 4,539,573 | 4,488,751 | |
Total liabilities | 4,922,229 | 4,885,047 | |
Owners' Equity: | |||
General partners' equity | 3,538,448 | 3,555,091 | |
Limited partners' equity | 331,952 | 333,167 | |
Total owners' equity | 3,870,400 | 3,888,258 | |
Total liabilities and equity | $ 8,792,629 | $ 8,773,305 | |
[1] | All borrowings are direct borrowings of Omega unless otherwise noted. | ||
[2] | These amounts represent borrowings that were incurred by Omega OP or wholly owned subsidiaries of Omega OP. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares shares in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 198,595 | 198,309 |
Common stock, shares outstanding | 198,595 | 198,309 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue | ||
Rental income | $ 193,949 | $ 192,537 |
Income from direct financing leases | 613 | 15,646 |
Mortgage interest income | 16,579 | 15,956 |
Other investment income | 8,527 | 6,914 |
Miscellaneous income | 531 | 691 |
Total operating revenues | 220,199 | 231,744 |
Expenses | ||
Depreciation and amortization | 70,361 | 69,993 |
General and administrative | 16,475 | 12,524 |
Acquisition costs | (41) | |
Impairment loss on real estate properties | 4,914 | 7,638 |
Provision for uncollectible accounts | 7,814 | 2,404 |
Total operating expenses | 99,564 | 92,518 |
Income before other income and expense | 120,635 | 139,226 |
Other income (expense) | ||
Interest income and other - net | 585 | 4 |
Interest expense | (48,011) | (45,041) |
Interest - amortization of deferred financing costs | (2,243) | (2,502) |
Contractual settlement | 10,412 | |
Realized gain on foreign exchange | 59 | 61 |
Total other expense | (49,610) | (37,066) |
Income before gain on assets sold | 71,025 | 102,160 |
Gain on assets sold - net | 17,500 | 7,420 |
Income from continuing operations | 88,525 | 109,580 |
Income tax expense | (543) | (1,100) |
(Loss) income from unconsolidated joint venture | (49) | 632 |
Net income | 87,933 | 109,112 |
Net income attributable to noncontrolling interest | (3,713) | (4,672) |
Net income available to common stockholders/Omega OP Unit holders | $ 84,220 | $ 104,440 |
Basic: | ||
Net income available to common stockholders (in dollars per share) | $ 0.42 | $ 0.53 |
Diluted: | ||
Net income (in dollars per share) | 0.42 | 0.53 |
Dividends declared per common share/Omega OP Unit: | ||
Dividends declared per common share/Omega OP Unit | $ 0.66 | $ 0.62 |
Weighted-average shares outstanding, Basic and Diluted | ||
Weighted-average shares outstanding, basic (in shares) | 198,911 | 197,013 |
Weighted-average shares outstanding, diluted (in shares) | 207,816 | 206,174 |
OHI Healthcare Properties Limited Partnership | ||
Revenue | ||
Rental income | $ 193,949 | $ 192,537 |
Income from direct financing leases | 613 | 15,646 |
Mortgage interest income | 16,579 | 15,956 |
Other investment income | 8,527 | 6,914 |
Miscellaneous income | 531 | 691 |
Total operating revenues | 220,199 | 231,744 |
Expenses | ||
Depreciation and amortization | 70,361 | 69,993 |
General and administrative | 16,475 | 12,524 |
Acquisition costs | (41) | |
Impairment loss on real estate properties | 4,914 | 7,638 |
Provision for uncollectible accounts | 7,814 | 2,404 |
Total operating expenses | 99,564 | 92,518 |
Income before other income and expense | 120,635 | 139,226 |
Other income (expense) | ||
Interest income and other - net | 585 | 4 |
Interest expense | (48,011) | (45,041) |
Interest - amortization of deferred financing costs | (2,243) | (2,502) |
Contractual settlement | 10,412 | |
Realized gain on foreign exchange | 59 | 61 |
Total other expense | (49,610) | (37,066) |
Income before gain on assets sold | 71,025 | 102,160 |
Gain on assets sold - net | 17,500 | 7,420 |
Income from continuing operations | 88,525 | 109,580 |
Income tax expense | (543) | (1,100) |
(Loss) income from unconsolidated joint venture | (49) | 632 |
Net income | 87,933 | 109,112 |
Net income available to common stockholders/Omega OP Unit holders | $ 87,933 | $ 109,112 |
Basic: | ||
Net income (in dollars per share) | $ 0.42 | $ 0.53 |
Diluted: | ||
Net income (in dollars per share) | 0.42 | 0.53 |
Dividends declared per common share/Omega OP Unit: | ||
Dividends declared per common share/Omega OP Unit | $ 0.66 | $ 0.62 |
Weighted-average shares outstanding, Basic and Diluted | ||
Weighted-average Omega OP Units outstanding, basic (in shares) | 207,680 | 205,827 |
Weighted-average Omega OP Units outstanding, diluted (in shares) | 207,816 | 206,174 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net income | $ 87,933 | $ 109,112 |
Other comprehensive income: | ||
Foreign currency translation | 9,869 | 4,334 |
Cash flow hedges | 4,488 | 1,254 |
Total other comprehensive income | 14,357 | 5,588 |
Comprehensive income | 102,290 | 114,700 |
Comprehensive income attributable to noncontrolling interest | (4,319) | (4,911) |
Comprehensive income attributable to common stockholders | 97,971 | 109,789 |
OHI Healthcare Properties Limited Partnership | ||
Net income | 87,933 | 109,112 |
Other comprehensive income: | ||
Foreign currency translation | 9,869 | 4,334 |
Cash flow hedges | 4,488 | 1,254 |
Total other comprehensive income | 14,357 | 5,588 |
Comprehensive income | $ 102,290 | $ 114,700 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Common Stock Par Value | Common Stock - Additional Paid-in Capital | Cumulative Net Earnings | Cumulative Dividends | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | Noncontrolling Interest | Total |
Balance (198,309 common shares & 8,772 Omega OP Units) at Dec. 31, 2017 | $ 19,831 | $ 4,936,302 | $ 1,839,356 | $ (3,210,248) | $ (30,150) | $ 3,555,091 | $ 333,167 | $ 3,888,258 |
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||||||||
Cumulative effect of accounting change (see Note 1) | 9,577 | 9,577 | 423 | 10,000 | ||||
Balance at January 1, 2018 (198,309 common shares & 8,772 Omega OP Units) | 19,831 | 4,936,302 | 1,848,933 | (3,210,248) | (30,150) | 3,564,668 | 333,590 | 3,898,258 |
Stock-based compensation expense | 4,056 | 4,056 | 4,056 | |||||
Vesting/exercising of equity compensation plan, net of tax withholdings (89 shares) | 9 | (1,663) | (1,654) | (1,654) | ||||
Dividend reinvestment and stock purchase plan (189 shares at an average of $25.87 per share) | 19 | 4,867 | 4,886 | 4,886 | ||||
Deferred compensation directors (8 shares at $27.43 per share) | 67 | 67 | 67 | |||||
Equity Shelf Program | (29) | (29) | (29) | |||||
Common dividends declared ($0.66 per share) | (131,517) | (131,517) | (131,517) | |||||
Redemption of Omega OP Units (3 units at $27.06 per share) | (72) | (72) | ||||||
Omega OP Units distributions | (5,885) | (5,885) | ||||||
Comprehensive income: | ||||||||
Foreign currency translation | 9,452 | 9,452 | 417 | 9,869 | ||||
Cash flow hedges | 4,299 | 4,299 | 189 | 4,488 | ||||
Net income | 84,220 | 84,220 | 3,713 | 87,933 | ||||
Total comprehensive income | 102,290 | |||||||
Balance (198,595 shares & 8,769 Omega OP Units) at Mar. 31, 2018 | $ 19,859 | $ 4,943,600 | $ 1,933,153 | $ (3,341,765) | $ (16,399) | $ 3,538,448 | $ 331,952 | $ 3,870,400 |
CONSOLIDATED STATEMENT OF CHAN7
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) (Parentheticals) shares in Thousands | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Increase (Decrease) In Stockholders' Equity [Roll Forward] | |
Balance (in shares) | 198,309 |
Balance (in units) | 8,772 |
Vesting/exercising of equity compensation plan (in shares) | 89 |
Dividend reinvestment and stock purchase plan (in shares) | 189 |
Dividend reinvestment and stock purchase plan (in dollars per share) | $ / shares | $ 25.87 |
Deferred compensation directors (in shares) | 8 |
Deferred compensation directors (in dollars per share) | $ / shares | $ 27.43 |
Common dividends (in dollars per share) | $ / shares | 0.66 |
Redemption of Omega OP Units (in dollars per share) | $ / shares | $ 27.06 |
Redemption of OP Units (in units) | 3 |
Balance (in shares) | 198,595 |
Balance (in units) | 8,769 |
CONSOLIDATED STATEMENT OF CHAN8
CONSOLIDATED STATEMENT OF CHANGES IN OWNERS' EQUITY (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($) shares in Thousands, $ in Thousands | OHI Healthcare Properties Limited PartnershipGeneral Partners' Omega OP Units | OHI Healthcare Properties Limited PartnershipLimited Partners' Omega OP Units | OHI Healthcare Properties Limited Partnership | Total |
Balance at Dec. 31, 2017 | $ 3,555,091 | $ 333,167 | $ 3,888,258 | |
Balance (in units) at Dec. 31, 2017 | 198,309 | 8,772 | 207,081 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||
Cumulative effect of accounting change (see Note 1) | $ 9,577 | $ 423 | $ 10,000 | $ 10,000 |
Balance at January 1, 2018 | $ 3,564,668 | $ 333,590 | $ 3,898,258 | |
Balance at January 1, 2018 (in units) | 198,309 | 8,772 | 207,081 | |
Contributions from partners | $ 7,326 | $ 7,326 | ||
Contributions from partners (in units) | 286 | 286 | ||
Distributions to partners | $ (131,517) | $ (5,885) | $ (137,402) | |
Omega OP Unit redemptions | $ (72) | $ (72) | ||
Omega OP Unit redemptions (in units) | (3) | (3) | ||
Comprehensive income: | ||||
Foreign currency translation | 9,452 | $ 417 | $ 9,869 | 9,869 |
Cash flow hedges | 4,299 | 189 | 4,488 | 4,488 |
Net income | 84,220 | 3,713 | 87,933 | 87,933 |
Total comprehensive income | 102,290 | $ 102,290 | ||
Balance at Mar. 31, 2018 | $ 3,538,448 | $ 331,952 | $ 3,870,400 | |
Balance (in units) at Mar. 31, 2018 | 198,595 | 8,769 | 207,364 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities | ||
Net income | $ 87,933 | $ 109,112 |
Adjustment to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 70,361 | 69,993 |
Impairment loss on real estate properties | 4,914 | 7,638 |
Provision for uncollectible accounts | 7,814 | 2,404 |
Interest - amortization of deferred financing costs | 2,243 | 2,502 |
Accretion of direct financing leases | 33 | (3,016) |
Stock-based compensation expense | 4,056 | 3,744 |
Gain on assets sold - net | (17,500) | (7,420) |
Amortization of acquired in-place leases - net | (2,687) | (3,096) |
Effective yield receivable on mortgage notes | (354) | (593) |
Interest paid-in-kind | (1,891) | |
Change in operating assets and liabilities - net: | ||
Contractual receivables | (4,630) | (21,377) |
Straight-line rent receivables | (14,497) | (11,747) |
Lease inducements | (32,389) | 447 |
Other operating assets and liabilities | (50,506) | (36,044) |
Net cash provided by operating activities | 52,900 | 112,547 |
Cash flows from investing activities | ||
Acquisition of real estate | (29,672) | (7,574) |
Investments in construction in progress | (21,855) | (15,703) |
Investments in direct financing leases | (2,229) | |
Placement of mortgage loans | (6,749) | (5,749) |
Distributions from unconsolidated joint venture | 1,880 | 8,587 |
Net proceeds from sale of real estate investments | 74,745 | 45,848 |
Capital improvements to real estate investments | (9,596) | (8,199) |
Receipts from insurance proceeds | 1,090 | |
Proceeds from other investments | 53,873 | 23,181 |
Investments in other investments | (89,960) | (22,144) |
Collection of mortgage principal | 24,797 | 333 |
Net cash (used in) provided by investing activities | (1,447) | 16,351 |
Cash flows from financing activities | ||
Proceeds from credit facility borrowings | 317,000 | 148,000 |
Payments on credit facility borrowings | (252,000) | (215,000) |
Payments of other long-term borrowings | (328) | (318) |
Payments of financing related costs | (8) | (563) |
Receipts from dividend reinvestment plan | 4,886 | 7,335 |
Payments for exercised options and restricted stock | (1,654) | (2,120) |
Net (costs) proceeds from issuance of common stock | (29) | 6,759 |
Dividends paid | (131,449) | (122,272) |
Redemption of OP Units | (72) | (56) |
Distributions to OP Unit Holders | (5,885) | (5,554) |
Net cash used in financing activities | (69,539) | (183,789) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 377 | 162 |
Decrease in cash, cash equivalents and restricted cash | (17,709) | (54,729) |
Cash, cash equivalents and restricted cash at beginning of period | 96,808 | 107,276 |
Cash, cash equivalents and restricted cash at end of period | 79,099 | 52,547 |
OHI Healthcare Properties Limited Partnership | ||
Cash flows from operating activities | ||
Net income | 87,933 | 109,112 |
Adjustment to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 70,361 | 69,993 |
Impairment loss on real estate properties | 4,914 | 7,638 |
Provision for uncollectible accounts | 7,814 | 2,404 |
Interest - amortization of deferred financing costs | 2,243 | 2,502 |
Accretion of direct financing leases | 33 | (3,016) |
Stock-based compensation expense | 4,056 | 3,744 |
Gain on assets sold - net | (17,500) | (7,420) |
Amortization of acquired in-place leases - net | (2,687) | (3,096) |
Effective yield receivable on mortgage notes | (354) | (593) |
Interest paid-in-kind | (1,891) | |
Change in operating assets and liabilities - net: | ||
Contractual receivables | (4,630) | (21,377) |
Straight-line rent receivables | (14,497) | (11,747) |
Lease inducements | (32,389) | 447 |
Other operating assets and liabilities | (50,506) | (36,044) |
Net cash provided by operating activities | 52,900 | 112,547 |
Cash flows from investing activities | ||
Acquisition of real estate | (29,672) | (7,574) |
Investments in construction in progress | (21,855) | (15,703) |
Investments in direct financing leases | (2,229) | |
Placement of mortgage loans | (6,749) | (5,749) |
Distributions from unconsolidated joint venture | 1,880 | 8,587 |
Net proceeds from sale of real estate investments | 74,745 | 45,848 |
Capital improvements to real estate investments | (9,596) | (8,199) |
Receipts from insurance proceeds | 1,090 | |
Proceeds from other investments | 53,873 | 23,181 |
Investments in other investments | (89,960) | (22,144) |
Collection of mortgage principal | 24,797 | 333 |
Net cash (used in) provided by investing activities | (1,447) | 16,351 |
Cash flows from financing activities | ||
Proceeds from intercompany loans payable to Omega | 317,000 | 148,000 |
Repayment of intercompany loans payable to Omega | (252,328) | (215,318) |
Payment of financing related costs incurred by Omega | (8) | (563) |
Equity contributions from general partners | 3,203 | 11,974 |
Distributions to general partners | (131,449) | (122,272) |
Distributions to limited partners | (5,885) | (5,554) |
Redemption of OP Units | (72) | (56) |
Net cash used in financing activities | (69,539) | (183,789) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 377 | 162 |
Decrease in cash, cash equivalents and restricted cash | (17,709) | (54,729) |
Cash, cash equivalents and restricted cash at beginning of period | 96,808 | 107,276 |
Cash, cash equivalents and restricted cash at end of period | $ 79,099 | $ 52,547 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Business Overview and Organization Omega Healthcare Investors, Inc. (“Omega”) was formed as a real estate investment trust (“REIT”) and incorporated in the State of Maryland on March 31, 1992. Omega is structured as an umbrella partnership REIT (“UPREIT”) under which all of Omega's assets are owned directly or indirectly by, and all of Omega's operations are conducted directly or indirectly through, its operating partnership subsidiary, OHI Healthcare Properties Limited Partnership (“Omega OP”). 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 “Company,” “we,” “our” and “us” means Omega and Omega OP, collectively. The Company has one reportable segment consisting of investments in healthcare-related real estate properties located in the United States (“U.S.”) and the United Kingdom (“U.K.”). Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”) and, to a lesser extent, assisted living facilities (“ALFs”), independent living facilities and rehabilitation and acute care facilities. Our core portfolio consists of long-term leases and mortgage agreements. All of our leases are “triple-net” leases, which require the tenants to pay all property-related expenses. Our mortgage revenue derives from fixed rate mortgage loans, which are secured by first mortgage liens on the underlying real estate and personal property of the mortgagor. 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 “Partnership Agreement”). Omega has exclusive control over Omega OP’s day-to-day management pursuant to the Partnership Agreement. As of March 31, 2018, Omega owned approximately 96% of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and investors owned approximately 4% 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 (“SEC”) 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 (“GAAP”) 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 filed with the SEC on February 23, 2018. Omega’s consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, and (iii) all direct and indirect wholly owned subsidiaries of Omega. All intercompany transactions and balances have been eliminated in consolidation, and Omega’s net earnings are reduced by the portion of net earnings attributable to noncontrolling interests. Omega OP’s consolidated financial statements include the accounts of (i) Omega OP, and (ii) all direct and indirect wholly owned subsidiaries of Omega OP. All intercompany transactions and balances have been eliminated in consolidation. 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 typically 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 (“HUD”) 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 assets’ 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 management’s 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 management’s best estimates as of the date of evaluation. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows based on our intended use of the property are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. The fair value of the real estate investment is determined based on current market conditions and considers matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. Additionally, our evaluation of fair value may consider valuing the property as a nursing home as well as alternative uses. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. Management’s impairment evaluation process, and when applicable, impairment calculations involve estimation of the future cash flows from management’s intended use of the property as well as the fair value of the property. Changes in the facts and circumstances that drive management’s assumptions may result in an impairment of the Company’s assets in a future period that could be material to the Company’s results of operations. For the three months ended March 31, 2018 and 2017, we recognized impairment losses on real estate properties of $4.9 million and $7.6 million, respectively. For additional information see Note 2 – Properties and Investments. 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 “loans”) are maintained at a level believed adequate to absorb potential losses. The determination of the allowances is based on a quarterly evaluation of these loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans based on a combination of factors, including, but not limited to, delinquency status, financial strength of the borrower and guarantors and the value of the underlying collateral. If such factors indicate that there is greater risk of loan charge-offs, additional allowances or placement on non-accrual status may be required. A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreements. Consistent with this definition, all loans on non-accrual status may be deemed impaired. To the extent circumstances improve and the risk of collectability is diminished, we will return these loans to full accrual status. When management identifies potential loan impairment indicators, the loan is written down to the present value of the expected future cash flows. In cases where expected future cash flows are not readily determinable, the loan is written down to the fair value of the underlying collateral, if applicable. We may base our valuation on a loan’s observable market price, if any, or the fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the sale of the collateral. We account for impaired loans using (a) the cost-recovery method, and/or (b) the cash basis method. We generally utilize the cost-recovery method for impaired loans for which impairment reserves were recorded. We utilize the cash basis method for impaired loans for which no impairment reserves were recorded because the net present value of the discounted cash flows expected under the loan and/or the underlying collateral supporting the loan were equal to or exceeded the book value of the loan. Under the cost-recovery method, we apply cash received against the outstanding loan balance prior to recording interest income. Under the cash basis method, we apply cash received to principal or interest income based on the terms of the agreement. As of March 31, 2018 and December 31, 2017, we had $177.5 million and $177.5 million, respectively, of reserves on our loans. For additional information see Note 3 – Direct Financing Leases, Note 4 – Mortgage Notes Receivable and Note 5 – 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 current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance 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 stockholders’ equity, or owners’ equity on our Consolidated Balance Sheets. We include net income (loss) attributable to the noncontrolling interests in net income (loss) 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. Foreign Operations The U.S. dollar 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 (“GBP”). For our consolidated subsidiaries whose functional currency is not the U.S. dollar (“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 OP’s owners’ equity and Omega’s accumulated other comprehensive loss (“AOCL”), as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interests. We and certain of our consolidated subsidiaries may have intercompany and third-party debt that is not denominated in the entity’s 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 OP’s owners’ equity and Omega’s AOCL and a proportionate amount of gain or loss is allocated to noncontrolling interests. Derivative Instruments Cash flow hedges During our normal course of business, we may use certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the Consolidated Balance Sheets at their fair value which is determined using a market approach and Level 2 inputs. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated in qualifying cash flow hedging relationships, the gain or loss on the derivative is recognized in Omega OP’s owners’ equity and Omega’s AOCL as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest. 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 March 31, 2018, $5.9 million of qualifying cash flow hedges were recorded at fair value in other assets and at December 31, 2017, $1.5 million of qualifying cash flow hedges were recorded at fair value in other assets on our Consolidated Balance Sheets. Net investment hedge The Company is exposed to fluctuations in the GBP against its functional currency, the USD, relating to its investments in healthcare-related real estate properties located in the U.K. The Company uses a nonderivative, GBP-denominated term loan to manage its exposure to fluctuations in the GBP-USD exchange rate. The foreign currency transaction gain or loss on the nonderivative hedging instrument that is designated and qualifies as a net investment hedge is reported in Omega OP’s owners’ equity and Omega’s AOCL in our Consolidated Balance Sheets. Accounts Receivable Accounts receivable includes: contractual receivables, effective yield interest receivables, straight-line rent receivables and lease inducements, net of an estimated provision for losses related to uncollectible and disputed accounts. 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. On a quarterly basis, we review our accounts receivable 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. If we determine collectability of any of our contractual receivables is at risk, we estimate the potential uncollectible amounts and provide an allowance. In the case of a lease recognized on a straight-line basis, a loan recognized on an effective yield basis or the existence of lease inducements, we generally provide an allowance for straight-line, effective interest, and/or lease inducement accounts receivable when certain conditions or indicators of adverse collectability are present. If the accounts receivable balance is 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: March 31, December 31, 2018 2017 (in thousands) Contractual receivables $ 47,888 $ 43,258 Effective yield interest receivables 12,028 11,673 Straight-line rent receivables – net 218,965 216,054 Lease inducements 49,295 16,812 Allowance (8,463 ) (8,463 ) Accounts receivable – net $ 319,713 $ 279,334 During the first quarter of 2018, we wrote-off approximately $7.8 million of straight-line rent receivables to provision for uncollectible accounts, as a result of facility transitions to other operators. During the first quarter of 2018, we paid an existing operator approximately $50 million in exchange for a reduction of such operator’s participation in an in-the-money purchase option. As a result, we recorded an approximate $28 million lease inducement that will be amortized as a reduction to rental income over the remaining term of the lease. The remaining $22 million was recorded as a reduction to the initial contingent liability which is included in accrued expenses and other liabilities on our Consolidated Balance Sheets. Reclassification Certain prior quarter amounts have been reclassified to conform to the current quarter presentation. Accounting Pronouncements Adopted in 2018 In 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Identifying Performance Obligations and Licensing, Narrow-Scope Improvements and Practical Expedients. In August 2017 the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities Recent Accounting Pronouncements - Pending Adoption In February 2016, the FASB issued ASU 2016-02, Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326 |
PROPERTIES AND INVESTMENTS
PROPERTIES AND INVESTMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
PROPERTIES AND INVESTMENTS | NOTE 2 – PROPERTIES AND INVESTMENTS Leased Property Our leased real estate properties, represented by 716 SNFs, 118 ALFs, 15 specialty facilities and one medical office building at March 31, 2018, are leased under provisions of single or master operating leases with initial terms typically ranging from five to 15 years, plus renewal options. Also see Note 3 – Direct Financing Leases for information regarding additional properties accounted for as direct financing leases. Substantially all of our leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of three methods depending on specific provisions of each lease as follows: (i) a specific annual percentage increase over the prior year’s rent, generally between 2.0% and 3.0%; (ii) an increase based on the change in pre-determined formulas from year to year (e.g., increases in the Consumer Price Index (“CPI”)); or (iii) specific dollar increases over prior years. Under the terms of the leases, the lessee is responsible for all maintenance, repairs, taxes and insurance on the leased properties. A summary of our investment in leased real estate properties is as follows: March 31, December 31, 2018 2017 (in thousands) Buildings $ 6,045,162 $ 6,098,119 Land 792,910 795,874 Furniture, fixtures and equipment 440,701 440,737 Site improvements 230,566 227,150 Construction in progress 101,699 94,080 Total real estate investments 7,611,038 7,655,960 Less accumulated depreciation (1,420,332 ) (1,376,828 ) Real estate investments – net $ 6,190,706 $ 6,279,132 The following table summarizes the significant acquisitions that occurred in the first quarter of 2018: Number of Country/ Total Land Building & Site Furniture Initial Annual Cash Yield Period SNF ALF State (in millions) (3) Q1 - 1 UK $ 4.0 (1) $ 0.9 $ 2.9 $ 0.2 8.50 Q1 - 1 UK 5.7 (2) 1.4 4.1 0.2 8.50 Q1 1 - PA 7.4 1.6 5.4 0.4 9.50 Q1 1 - VA 13.2 2.4 10.5 0.3 9.50 Total 2 2 $ 30.3 $ 6.3 $ 22.9 $ 1.1 (1) Omega recorded a non-cash deferred tax liability of approximately $0.4 million in connection with this acquisition. (2) Omega recorded a non-cash deferred tax liability of approximately $0.2 million in connection with this acquisition. (3) The cash yield is based on the purchase price. During the first quarter of 2018, we acquired one parcel of land (not reflected in the table above) for approximately $0.7 million with the intent of building a new facility for an existing operator. Asset Sales, Impairments and Other During the first quarter of 2018, we sold 14 facilities (five of which were previously held for sale at December 31, 2017) subject to operating leases for approximately $74.7 million in net cash proceeds recognizing a gain on sale of approximately $17.5 million. In addition, we recorded impairments on real estate properties of approximately $4.9 million on 17 facilities (16 of which were subsequently reclassified to assets held for sale). 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 assets 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 and Level 3 inputs (which generally consist of non-binding offers from unrelated third parties). Also see Note 7 – Assets Held For Sale. |
DIRECT FINANCING LEASES
DIRECT FINANCING LEASES | 3 Months Ended |
Mar. 31, 2018 | |
DIRECT FINANCING LEASES - MINIMUM RENTS | |
DIRECT FINANCING LEASES | NOTE 3 – DIRECT FINANCING LEASES The components of investments in direct financing leases consist of the following: March 31, December 31, 2018 2017 (in thousands) Minimum lease payments receivable $ 3,695,765 $ 3,707,079 Less unearned income (3,158,646 ) (3,169,942 ) Investment in direct financing leases 537,119 537,137 Less allowance for loss on direct financing lease (172,187 ) (172,172 ) Investment in direct financing leases – net $ 364,932 $ 364,965 Properties subject to direct financing leases 41 41 Number of direct financing leases 5 5 The following minimum rents are due under our direct financing leases for the remainder of 2018 and the subsequent five years (in thousands): 2018 (1) 2019 (1) 2020 (1) 2021 (1) 2022 (1) 2023 (1) $ 1,966 $ 2,654 $ 2,686 $ 2,629 $ 2,679 $ 2,731 (1) Orianna has been excluded from the contractual minimum rent payments due under our direct financing leases as the facilities are expected to be transitioned or sold. See below for additional information. On November 27, 2013, we closed an aggregate $529 million purchase/leaseback transaction in connection with the acquisition of Ark Holding Company, Inc. (“Ark Holding”) by 4 West Holdings Inc. At closing, we acquired 55 SNFs and 1 ALF operated by Ark Holding and leased the facilities back to Ark Holding, now known as New Ark Investment Inc. (“New Ark” which does business as “Orianna Health Systems” and is herein referred to as “Orianna”), pursuant to four 50-year master leases with rental payments yielding 10.6% per annum over the term of the leases. The purchase/leaseback transaction is being accounted for as a direct financing lease. The lease agreements allow the tenant the right to purchase the facilities for a bargain purchase price plus closing costs at the end of the lease term. In addition, commencing in the 41st year of each lease, the tenant will have the right to prepay the remainder of its obligations thereunder for an amount equal to the sum of the unamortized portion of the original aggregate $529 million investment plus the net present value of the remaining payments under the lease and closing costs. In the event the tenant exercises either of these options, we have the right to purchase the properties for fair value at the time. The 38 facilities remaining under our master leases with Orianna as of March 31, 2018 are located in seven states, predominantly in the southeastern U.S. (37 facilities) and Indiana (1 facility). Our recorded investment in these direct financing leases, net of the $172.2 million allowance, amounted to $337.7 million, as of March 31, 2018. We have not recognized any direct financing lease income from Orianna for the period from July 1, 2017 through March 31, 2018. Orianna has not satisfied the contractual payments due under the terms of the remaining two direct financing leases or the separate operating lease covering four facilities with the Company and the collectability of future amounts due is uncertain. In March 2018, Orianna commenced voluntary Chapter 11 proceedings in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”). As described in Orianna’s filings with the Bankruptcy Court, we have entered into a Restructuring Support Agreement (“RSA”) that is expected to form the basis for Orianna’s restructuring. The RSA provides for the recommencement, in April 2018, of partial rent payments at $1.0 million per month and establishes a specific timeline for the implementation of Orianna’s planned restructuring. The RSA provides for the transition of 23 facilities to new operators and the potential sale of the remaining 19 facilities subject to the plan of reorganization and its approval by the Bankruptcy Court. In order to provide liquidity to Orianna during their Chapter 11 proceedings, we have committed up to $30 million in senior secured debtor-in-possession (“DIP”) financing. The DIP financing has been approved by the Bankruptcy Court on an interim basis and remains subject to final Bankruptcy Court approval. The DIP financing was used to repay in full Orianna’s previous secured working capital lender and to provide Orianna with additional liquidity to fund on-going business operations. See Note 5 – Other Investments. In 2017, we recorded an allowance for loss on direct financing leases of $172.2 million with Orianna covering 38 facilities in the Southeast region of the U.S. The amount of the allowance was determined based on the fair value of the facilities subject to the direct financing lease. To estimate the fair value of the underlying collateral, we utilized an income approach and Level 3 inputs. Our estimate of fair value assumed annual rents ranging between $32.0 million and $38.0 million, rental yields between 9% and 10%, current and projected operating performance of the facilities, coverage ratios and bed values. Such assumptions are subject to change based on changes in market conditions and the ultimate resolution of this matter. Such changes could be significantly different than the currently estimated fair value and such differences could have a material impact on our financial statements. Additionally, we own four facilities and lease them to Orianna under a master lease which expires in 2026. The four facility lease is being accounted for as an operating lease. We have not recognized any income on this operating lease for the period from July 1, 2017 through March 31, 2018, as Orianna did not pay the contractual amounts due and collectability is uncertain. Our recorded investment in this operating lease was $37.8 million as of March 31, 2018. |
MORTGAGE NOTES RECEIVABLE
MORTGAGE NOTES RECEIVABLE | 3 Months Ended |
Mar. 31, 2018 | |
Mortgage Notes Receivable Investments [Abstract] | |
MORTGAGE NOTES RECEIVABLE | NOTE 4 – MORTGAGE NOTES RECEIVABLE As of March 31, 2018, mortgage notes receivable relate to 28 fixed rate mortgages on 49 long-term care facilities. The mortgage notes are secured by first mortgage liens on the borrowers' underlying real estate and personal property. The mortgage notes receivable relate to facilities located in nine states that are operated by six independent healthcare operating companies. We monitor compliance with mortgages and when necessary have initiated collection, foreclosure and other proceedings with respect to certain outstanding mortgage notes. Mortgage interest income is recognized as earned over the terms of the related mortgage notes, typically using the effective yield method. Allowances are provided against earned revenues from mortgage interest when collection of amounts due becomes questionable or when negotiations for restructurings of troubled operators lead to lower expectations regarding ultimate collection. When collection is uncertain, mortgage interest income on impaired mortgage loans is recognized as received after taking into account the application of security deposits. The principal amounts outstanding of mortgage notes receivable, net of allowances, were as follows: March 31, December 31, 2018 2017 (in thousands) Mortgage note due 2024; interest at 10.18% $ 112,500 $ 112,500 Mortgage note due 2029; interest at 9.68% 410,399 410,763 Other mortgage notes outstanding (1) 135,325 152,874 Mortgage notes receivable, gross 658,224 676,137 Allowance for loss on mortgage notes receivable (2) (4,905 ) (4,905 ) Total mortgages – net $ 653,319 $ 671,232 (1) Other mortgage notes outstanding have stated interest rates ranging from 8.35% to 12.0% per annum and maturity dates through 2029. (2) The allowance for loss on mortgage notes receivable relates to one mortgage with an operator. The carrying value and fair value of the mortgage note receivable is approximately $1.5 million at March 31, 2018 and December 31, 2017. Mortgage notes paid off In January 2018, one of our operators repaid two construction loans with a total outstanding balance of approximately $21.2 million. These construction loans bore interest at 8.75%. |
OTHER INVESTMENTS
OTHER INVESTMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
OTHER INVESTMENTS | NOTE 5 – OTHER INVESTMENTS A summary of our other investments is as follows: March 31, December 31, 2018 2017 (in thousands) Other investment note due 2019; interest at 11.59% $ 49,771 $ 49,708 Other investment note due 2020; interest at 14.00% 50,793 49,490 Other investment note due 2022, interest at 9.00% 31,987 31,987 Other investment note due 2030; interest at 6.66% 50,000 50,000 Other investment notes outstanding (1) 140,071 95,530 Other investments, gross 322,622 276,715 Allowance for loss on other investments (2) (373 ) (373 ) Total other investments $ 322,249 $ 276,342 (1) Other investment notes have maturity dates through 2028 and interest rates ranging from 6.0% to 12.0% per annum. (2) The allowance for loss on other investments relates to one loan with an operator that has been fully reserved at March 31, 2018 and December 31, 2017. Other investment notes due 2018 and 2022 In March 2018, we agreed to provide senior secured superpriority DIP financing to Orianna consisting of a $14.2 million term loan and a $15.8 million revolving credit facility. The DIP financing has been approved by the Bankruptcy Court on an interim basis and remains subject to final Bankruptcy Court approval. The DIP financing is secured by a security interest in and liens on substantially all of Orianna’s existing and future real and personal property. The $14.2 million term loan bears interest at 1-month LIBOR plus 5.5% per annum and matures on September 30, 2018. Orianna has borrowed the full amount of the term loan to repay their previous secured working capital lender. As of March 31, 2018, approximately $14.2 million is outstanding on this term loan. The $15.8 million revolving credit facility bears interest at 1-month LIBOR plus 9.0% per annum and matures on September 30, 2018. The borrowings under the revolving credit facility are to be used for general business expenses and other uses permitted under the loan documents. As of March 31, 2018, approximately $10.3 million is outstanding on this revolving credit facility. In May 2017, we provided Orianna an $18.8 million maximum borrowing secured revolving working capital loan that bears interest at 9% per annum (with one-half (1/2) of all accrued interest to be paid-in-kind and added to the loan balance) and matures on April 30, 2022. This revolving working capital loan has a default rate of 5% per annum. As of March 31, 2018, approximately $15.2 million is outstanding on this revolving working capital loan. Pursuant to the Bankruptcy Court’s interim order approving the DIP financing, Orianna is obligated to pay one-half (1/2) of all accrued post-bankruptcy interest payable on this revolving working capital loan at the default rate. As of March 31, 2018, our total other investments outstanding with Orianna approximate $39.7 million. Other investment notes due 2020 On July 29, 2016, we provided Genesis HealthCare, Inc. (“Genesis”) a $48.0 million secured term loan bearing interest at LIBOR with a floor of 1% plus 13% maturing on July 29, 2020. The $48.0 million term loan (including the $16.0 million term loan discussed below) is secured by a perfected first priority lien on and security interest in the collateral of Genesis. The term loan required monthly principal payments of $0.25 million through July 2019, and $0.5 million from August 2019 through maturity. In addition, a portion of the monthly interest accrued to the outstanding principal balance of the loan. In November 2017, we provided Genesis forbearance through February 2018. The forbearance allowed for the deferral of principal payments and permitted Genesis to accrue all interest due to the outstanding principal balance of the loan. On March 6, 2018, we amended certain terms of the $48.0 million secured term loan. As of February 22, 2018, the $48.0 million term loan bears interest at a fixed rate of 14% per annum, of which 9% per annum will be paid-in-kind. Additionally, the amended term loan does not require monthly payments of principal. All principal and accrued and unpaid interest will be due at maturity on July 29, 2020. Also on March 6, 2018, we provided Genesis an additional $16.0 million secured term loan bearing interest at a fixed rate of 10% per annum, of which 5% per annum will be paid-in-kind and matures on July 29, 2020. As of March 31, 2018, approximately $16.0 million is outstanding on this term loan. In connection with the Genesis master lease and term loan amendments referenced above, in December 2017 and March 2018, we received warrants to purchase a total of 1.5 million shares of Genesis common stock. Other investments note due 2020 On December 28, 2017, we provided $10.0 million of financing to a third-party to acquire ten SNFs previously owned by us. The loan bears interest at 10% per annum and requires principal payments of $5.0 million in December 2018, $2.0 million in December 2019 and $3.0 million at maturity in December 2020. In March 2018, the third-party buyer repaid $5.0 million related to this financing. |
INVESTMENT IN UNCONSOLIDATED JO
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE | 3 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE | NOTE 6 – INVESTMENT IN UNCONSOLIDATED JOINT VENTURE On November 1, 2016, we invested approximately $50.0 million for an approximate 15% ownership interest in a joint venture operating as Second Spring Healthcare Investments. The other approximate 85% interest is owned by affiliates of Lindsey Goldberg LLC. We account for the joint venture using the equity method. On November 1, 2016, the joint venture acquired 64 SNFs for approximately $1.1 billion and leased them to Genesis. We receive asset management fees from the joint venture for services provided. For the three months ended March 31, 2018 and 2017, we recognized $0.5 million of asset management fees in each period. These fees are included in miscellaneous income in the accompanying Consolidated Statements of Operations. The accounting policies for the unconsolidated joint venture are the same as those of the Company. |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
ASSETS HELD FOR SALE | NOTE 7 – ASSETS HELD FOR SALE The following is a summary of our assets held for sale: Properties Held For Sale Number of Net Book Value December 31, 2017 22 $ 86,699 Properties sold/other (1) (5 ) (9,307 ) Properties added (2) 16 66,027 March 31, 2018 (3) 33 $ 143,419 (1) In the first quarter of 2018, we sold five facilities for approximately $13.1 million in net cash proceeds recognizing a gain on sale of approximately $3.5 million. (2) In the first quarter of 2018, we recorded $3.5 million of impairments to reduce 16 facilities and one ancillary building’s net book value to their estimated fair values 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 March 31, 2018 within the next twelve months. |
INTANGIBLES
INTANGIBLES | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES | NOTE 8 – INTANGIBLES The following is a summary of our intangibles as of March 31, 2018 and December 31, 2017 March 31, December 31, 2018 2017 (in thousands) Assets: Goodwill $ 645,214 $ 644,690 Above market leases $ 22,426 $ 22,426 In-place leases 167 167 Accumulated amortization (17,300 ) (17,059 ) Net intangible assets $ 5,293 $ 5,534 Liabilities: Below market leases $ 164,443 $ 164,443 Accumulated amortization (86,752 ) (83,824 ) Net intangible liabilities $ 77,691 $ 80,619 Above market leases and in-place 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 March 31, 2018 and 2017, our net amortization related to intangibles was $2.7 million and $3.1 million, respectively. The estimated net amortization related to these intangibles for the remainder of 2018 and the subsequent four years is as follows: remainder of 2018 – $7.4 million; 2019 – $8.9 million; 2020 – $8.8 million; 2021– $8.2 million and 2022 – $7.5 million. As of March 31, 2018, the weighted average remaining amortization period of above market leases and below market leases is approximately seven years and nine years, respectively. The following is a summary of our goodwill as of March 31, 2018: (in thousands) Balance as of December 31, 2017 $ 644,690 Add: foreign currency translation 524 Balance as of March 31, 2018 $ 645,214 |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 3 Months Ended |
Mar. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF RISK | NOTE 9 – CONCENTRATION OF RISK As of March 31, 2018, our portfolio of real estate investments consisted of 973 healthcare facilities, located in 41 states and the U.K. and operated by 70 third-party operators. Our investment in these facilities, net of impairments and allowances, totaled approximately $8.8 billion at March 31, 2018, with approximately 99% of our real estate investments related to long-term care facilities. Our portfolio is made up of 756 SNFs, 119 ALFs, 15 specialty facilities, one medical office building, fixed rate mortgages on 47 SNFs and two ALFs, and 33 facilities that are held for sale. At March 31, 2018, we also held other investments of approximately $322.2 million, consisting primarily of secured loans to third-party operators of our facilities and a $34.7 million investment in an unconsolidated joint venture. At March 31, 2018, we had investments with one operator/or manager that exceeded 10% of our total investments: Ciena Healthcare (“Ciena”). Ciena generated 10% of our total revenues for the three months ended March 31, 2018. At March 31, 2018, the three states in which we had our highest concentration of investments were Texas (9%), Florida (9%) and Ohio (8%). |
STOCKHOLDERS'_OWNERS' EQUITY
STOCKHOLDERS'/OWNERS' EQUITY | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS'/OWNERS' EQUITY | NOTE 10 – STOCKHOLDERS’/OWNERS’ EQUITY The Board of Directors has declared common stock dividends as set forth below: Record Date Payment Date Dividend per January 31, 2018 February 15, 2018 $ 0.66 April 30, 2018 May 15, 2018 $ 0.66 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. Dividend Reinvestment and Common Stock Purchase Plan For the three months ended March 31, 2018, approximately 0.2 million shares of our common stock at an average price of $25.87 per share were issued through our Dividend Reinvestment and Common Stock Purchase Plan for gross proceeds of approximately $4.9 million. Accumulated Other Comprehensive Loss The following is a summary of our accumulated other comprehensive loss, net of tax where applicable: As of and For the Three 2018 2017 (in thousands) Foreign Currency Translation: Beginning balance $ (25,993 ) $ (54,948 ) Translation gain 14,919 4,273 Realized gain 59 61 Ending balance (11,015 ) (50,614 ) Derivative Instruments: Cash flow hedges: Beginning balance 1,463 (1,420 ) Unrealized gain 4,235 490 Realized gain (1) 253 764 Ending balance 5,951 (166 ) Net investment hedge: Beginning balance (7,110 ) - Unrealized loss (5,109 ) - Ending balance (12,219 ) - Total accumulated other comprehensive loss for Omega OP (2) (17,283 ) (50,780 ) Add: portion included in noncontrolling interest 884 2,302 Total accumulated other comprehensive loss for Omega $ (16,399 ) $ (48,478 ) (1) Recorded in interest expense on the Consolidated Statements of Operations. (2) These amounts are included in owners’ equity. |
TAXES
TAXES | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
TAXES | NOTE 11 – TAXES Omega is a REIT for United States federal income tax purposes, and Omega OP is a pass through entity for United States federal income tax purposes. Since our inception, Omega has elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code (“Code”). A REIT is generally not subject to federal income tax on that portion of its REIT taxable income which is distributed to its stockholders, provided that at least 90% of such taxable income is distributed each tax year and certain other requirements are met, including asset and income tests. So long as we qualify as a REIT under the Code, we generally will not be subject to federal income taxes on the REIT taxable income that we distribute to stockholders, subject to certain exceptions. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income taxes on its taxable income at regular corporate rates and dividends paid to our stockholders will not be deductible by us in computing taxable income. Further, we would not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which qualification is denied, unless the Internal Revenue Service grants us relief under certain statutory provisions. Failing to qualify as a REIT could materially and adversely affect the Company’s net income; however, we believe we are organized and operate in such a manner as to qualify for treatment as a REIT. We test our compliance within the REIT taxation rules to ensure that we are in compliance with the REIT rules on a quarterly and annual basis. We review our distributions and projected distributions each year to ensure we have met and will continue to meet the annual REIT distribution requirements. In 2018, we expect to pay dividends in excess of our taxable income. Subject to the limitation under the REIT asset test rules, we are permitted to own up to 100% of the stock of one or more taxable REIT subsidiaries (“TRSs”). We have elected for two of our active subsidiaries to be treated as TRSs. One of our TRSs is subject to federal, state and local income taxes at the applicable corporate rates and the other is subject to foreign income taxes. As of March 31, 2018, our TRS that is subject to federal, state and local income taxes at the applicable corporate rates had a net operating loss carry-forward of approximately $5.8 million. The loss carry-forward is fully reserved as of March 31, 2018, with a valuation allowance due to uncertainties regarding realization. Our net operating loss carryforwards will be carried forward for no more than 20 years. For the three months ended March 31, 2018 and 2017, we recorded approximately $0.1 million and $1.0 million, respectively, of state and local income tax provision. For the three months ended March 31, 2018 and 2017, we recorded approximately $0.4 million and $0.1 million, respectively, of tax provision for foreign income taxes. The expenses were included in income tax expense on our Consolidated Statements of Operations. On December 22, 2017, the Tax Cuts and Jobs Act (the "Tax Act") was enacted. The Tax Act includes numerous changes to existing U.S. tax law, including lowering the statutory U.S. federal corporate income tax rate from 35% to 21% effective January 1, 2018. The Company has completed its preliminary assessment of these changes, and has determined that there is an immaterial impact to the consolidated financial statements. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 12 – STOCK-BASED COMPENSATION Stock-based compensation expense was $4.1 million and $3.7 million for the three months ended March 31, 2018 and 2017, respectively: Restricted Stock and Restricted Stock Units Restricted stock and restricted stock units (“RSUs”) are subject to forfeiture if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of service or a change in control of the Company. Prior to vesting, ownership of the shares/units cannot be transferred. Restricted stock has the same dividend and voting rights as our common stock. RSUs accrue dividend equivalents but have no voting rights. Restricted stock and RSUs are valued at the price of our common stock on the date of grant. We expense the cost of these awards ratably over their vesting period. We awarded 169,900 RSUs to employees on January 1, 2018. Performance Restricted Stock Units and LTIP Units Performance restricted stock units (“PRSUs”) and long term incentive plan units (“LTIP Units”) are subject to forfeiture if the performance requirements are not achieved or if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. The PRSUs and the LTIP Units have varying degrees of performance requirements to achieve vesting, and each PRSU and LTIP Units award represents the right to a variable number of shares of common stock or partnership units. Each LTIP Unit once earned and vested is convertible into one Omega OP Unit in Omega OP, subject to certain conditions. The vesting requirements are based on either the (i) total shareholder return (“TSR”) of Omega or (ii) Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index for awards before 2016 and in the FTSE NAREIT Equity Health Care Index for awards granted in or after 2016 (both “Relative TSR”). Vesting, in general, requires that the employee remain employed by us until the date specified in the applicable PRSU or LTIP agreement, which may be later than the date that the TSR or Relative TSR requirements are satisfied. We expense the cost of these awards ratably over their service period. Prior to vesting and the distribution of shares, ownership of the PRSUs cannot be transferred. Dividends on the PRSUs are accrued and only paid to the extent the applicable performance requirements are met. While each LTIP Unit is unearned, the employee receives a partnership distribution equal to 10% of the quarterly approved regular periodic distributions per Omega OP Unit. The remaining partnership distributions (which in the case of normal periodic distributions is equal to the total approved quarterly dividend on Omega’s common stock) on the LTIP Units accumulate, and if the LTIP Units are earned, the accumulated distributions are paid. The number of shares or units earned under the TSR PRSUs or LTIP Units depends generally on the level of achievement of Omega’s TSR over the indicated performance period. We awarded 677,488 LTIP Units to employees on January 1, 2018. The number of shares earned under the Relative TSR PRSUs depends generally on the level of achievement of Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index or FTSE NAREIT Equity Health Care Index TSR over the performance period indicated. We awarded 334,544 Relative TSR PRSUs to employees on January 1, 2018. The following table summarizes our total unrecognized compensation cost as of March 31, 2018 associated with RSUs, PRSU awards, and LTIP Unit awards to employees: Grant Year Shares/ Units (1) Grant Date Average Fair Value Per Unit/ Share Total Compensation Cost (1) millions) Weighted Average Period of Expense Recognition (in months) Unrecognized Compensation Cost (2) millions) Performance Period Vesting RSUs 3/17/16 RSU 2016 130,006 $ 34.78 $ 4.5 33 $ 1.2 N/A 12/31/2018 1/1/2017 RSU 2017 140,416 31.26 4.4 36 2.6 N/A 12/31/2019 1/1/2018 RSU 2018 169,900 27.54 4.7 36 4.3 N/A 12/31/2020 Restricted Stock Units Total 440,322 $ 30.86 $ 13.6 $ 8.1 TSR PRSUs and LTIP Units 3/31/15 2017 LTIP Units 2015 137,249 $ 14.66 $ 2.0 45 $ 0.4 1/1/2015-12/31/2017 Quarterly in 2018 4/1/2015 2017 LTIP Units 2015 53,387 14.81 0.8 45 0.2 1/1/2015-12/31/2017 Quarterly in 2018 3/17/2016 2018 LTIP Units 2016 370,152 13.21 4.9 45 2.2 1/1/2016-12/31/2018 Quarterly in 2019 1/1/2017 2019 LTIP Units 2017 399,726 12.61 5.0 48 3.5 1/1/2017-12/31/2019 Quarterly in 2020 1/1/2018 2020 LTIP Units 2018 677,488 7.31 5.0 48 4.6 1/1/2018-12/31/2020 Quarterly in 2021 TSR PRSUs & LTIP Total 1,638,002 $ 10.80 $ 17.7 $ 10.9 Relative TSR PRSUs 3/31/15 2017 Relative TSR 2015 137,249 $ 22.50 $ 3.1 45 $ 0.6 1/1/2015-12/31/2017 Quarterly in 2018 4/1/2015 2017 Relative TSR 2015 53,387 22.92 1.2 45 0.2 1/1/2015-12/31/2017 Quarterly in 2018 3/17/2016 2018 Relative TSR 2016 305,563 16.44 5.0 45 2.3 1/1/2016-12/31/2018 Quarterly in 2019 1/1/2017 2019 Relative TSR 2017 285,338 18.04 5.1 48 3.5 1/1/2017-12/31/2019 Quarterly in 2020 1/1/2018 2020 Relative TSR 2018 334,544 16.65 5.6 48 5.2 1/1/2018-12/31/2020 Quarterly in 2021 Relative TSR PRSUs Total 1,116,081 $ 17.97 $ 20.0 $ 11.8 Grand Total 3,194,405 $ 16.07 $ 51.3 $ 30.8 (1) Total shares/units and compensation costs are net of shares/units cancelled. (2) This table excludes approximately $0.6 million of unrecognized compensation costs related to outstanding director restricted stock grants. |
BORROWING ACTIVITIES AND ARRANG
BORROWING ACTIVITIES AND ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
BORROWING ACTIVITIES AND ARRANGEMENTS | NOTE 13 – BORROWING ACTIVITIES AND ARRANGEMENTS Secured and Unsecured Borrowings The following is a summary of our borrowings: Annual Interest Rate as of March 31, March 31, December 31, Maturity 2018 2018 (5) 2017 (5) (in thousands) Secured borrowings: HUD mortgages assumed December 2011 (1) 2044 3.06 % $ 53,338 $ 53,666 Deferred financing costs – net (563 ) (568 ) Total secured borrowings – net (2) 52,775 53,098 Unsecured borrowings: Revolving line of credit 2021 2.97 % 355,000 290,000 U.S. term loan 2022 3.33 % 425,000 425,000 Sterling term loan (3) 2022 1.96 % 140,180 135,130 Omega OP term loan (2) 2022 3.33 % 100,000 100,000 2015 term loan 2022 3.80 % 250,000 250,000 Discounts and deferred financing costs – net (4) (5,161 ) (5,460 ) Total term loans – net 910,019 904,670 2023 notes 2023 4.375 % 700,000 700,000 2024 notes 2024 4.95 % 400,000 400,000 2025 notes 2025 4.50 % 400,000 400,000 2026 notes 2026 5.25 % 600,000 600,000 2027 notes 2027 4.50 % 700,000 700,000 2028 notes 2028 4.75 % 550,000 550,000 Other 2018 - 1,500 1,500 Subordinated debt 2021 9.00 % 20,000 20,000 Discount – net (20,436 ) (21,073 ) Deferred financing costs – net (25,179 ) (26,037 ) Total senior notes and other unsecured borrowings – net 3,325,885 3,324,390 Total unsecured borrowings – net 4,590,904 4,519,060 Total secured and unsecured borrowings – net $ 4,643,679 $ 4,572,158 (1) Reflects the weighted average annual contractual interest rate on the mortgages at March 31, 2018 excluding a third-party administration fee of approximately 0.5% annually. Secured by real estate assets with a net carrying value of $62.0 million as of March 31, 2018. This borrowing was incurred by wholly owned subsidiaries of Omega OP. (2) These amounts represent borrowings that were incurred by Omega OP or wholly owned subsidiaries of Omega OP. (3) This borrowing is denominated in British Pounds Sterling. (4) The amount includes $0.5 million of net deferred financing costs related to the Omega OP term loan as of March 31, 2018. (5) All borrowings are direct borrowings of Omega unless otherwise noted. Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of March 31, 2018 and December 31, 2017, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings. Omega OP, the guarantor of Parent’s outstanding senior notes, does not directly own any substantive assets other than its interest in non-guarantor subsidiaries. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS | NOTE 14 – FINANCIAL INSTRUMENTS The net carrying amount of cash and cash equivalents, restricted cash and contractual receivables reported in the Consolidated Balance Sheets approximates fair value because of the short maturity of these instruments (Level 1). At March 31, 2018 and December 31, 2017, the net carrying amounts and fair values of our other financial instruments were as follows: March 31, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Assets: Investments in direct financing leases – net $ 364,932 $ 364,932 $ 364,965 $ 364,965 Mortgage notes receivable – net 653,319 676,377 671,232 686,772 Other investments – net 322,249 319,203 276,342 281,031 Total $ 1,340,500 $ 1,360,512 $ 1,312,539 $ 1,332,768 Liabilities: Revolving line of credit $ 355,000 $ 355,000 $ 290,000 $ 290,000 U.S. term loan – net 422,640 425,000 422,498 425,000 Sterling term loan – net 139,454 140,180 134,360 135,130 Omega OP term loan – net (1) 99,455 100,000 99,423 100,000 2015 term loan – net 248,470 250,000 248,390 250,000 4.375% notes due 2023 – net 693,766 699,864 693,474 711,190 4.95% notes due 2024 – net 393,933 409,165 393,680 420,604 4.50% notes due 2025 – net 394,831 390,893 394,640 399,874 5.25% notes due 2026 – net 594,498 609,952 594,321 625,168 4.50% notes due 2027 – net 686,882 672,610 686,516 681,007 4.75% notes due 2028 – net 540,127 533,683 539,882 550,667 HUD mortgages – net (1) 52,775 48,836 53,098 51,817 Subordinated debt – net 20,348 23,374 20,376 23,646 Other 1,500 1,500 1,500 1,500 Total $ 4,643,679 $ 4,660,057 $ 4,572,158 $ 4,665,603 (1) These amounts represent borrowings that were incurred by Omega OP or wholly owned subsidiaries of Omega OP. Fair value estimates are subjective in nature and are dependent on a number of important assumptions, including estimates of future cash flows, risks, discount rates and relevant comparable market information associated with each financial instrument (see Note 2 – Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2017). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. The following methods and assumptions were used in estimating fair value disclosures for financial instruments. · 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). In addition, the Company may estimate the fair value of its investment based on the estimated fair value of the collateral using a market approach or an income approach which considers inputs such as, current and projected operating performance of the facilities, projected rent, prevailing capitalization rates and/or coverages and bed values (Level 3). · 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). · 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). · Revolving line of credit 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). · 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). · HUD debt: 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 | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 – 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 was filed against the Company and certain of its officers in the United States District Court for the Southern District of New York, Case No. 1:17-cv-08983-NRB (the “Gronich Securities Class Action”). On November 17, 2017, a second purported securities class action complaint captioned Steve Klein v. Omega Healthcare Investors, Inc., C. Taylor Pickett, Robert O. Stephenson, and Daniel J. Booth was filed against the Company and the same officers in the United States District Court for the Southern District of New York, Case No. 1:17-cv-09024-NRB (together with the Gronich Class Action, the “Securities Class Action”). Both lawsuits purport to be class actions brought on behalf of shareholders who acquired the Company’s securities between February 8, 2017 and October 31, 2017. The Securities Class Action alleges that the defendants violated the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by making materially false and/or misleading statements, and by failing to disclose material adverse facts, about the Company’s business, operations, and prospects, including regarding the financial and operating results of certain of the Company’s operators, the ability of certain operators to make timely rent payments, and the impairment of certain of the Company’s 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. On January 16, 2018, four plaintiffs and one group of plaintiffs acting jointly filed motions for consolidation of the lawsuits in the Securities Class Action, appointment of counsel, and appointment of lead plaintiff. They are: (i) The Hannah Rosa Trust; (ii) Patricia Zaborowski, Hong Jun, Cynthia Peterson, Simona Vacchieri, and Glenn Fausz (self-defined as the “Omega Investor Group”); (iii) Royce Setzer; (iv) Carpenters Pension Fund of Illinois; and (v) Glenn Fausz. The Omega Investor Group and The Hannah Rosa Trust thereafter withdrew their applications. The Court has designated Royce Setzer as the lead plaintiff and entered a scheduling order under which he must file an amended consolidated complaint by May 25, 2018. Briefing on a motion to dismiss that complaint is to be completed by September 14, 2018. Although the Company denies the material allegations of the Securities Class Action and intends to vigorously pursue its defense, we are in the very early stages of this litigation and are unable to predict the outcome of the case or to estimate the amount of potential costs. The Company’s Board of Directors received a demand letter, dated April 9, 2018, from an attorney for a purported current shareholder of the Company relating to the subject matter covered by the Securities Class Action (the “Shareholder Demand”). The letter demanded that the Board of Directors conduct an investigation into the statements and other matters at issue in the Securities Class Action and commence legal proceedings against each party identified as being responsible for the alleged activities. The Board of Directors is reviewing the Shareholder Demand to determine the appropriate course of action. 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. Commitments We have committed to fund the construction of new leased and mortgaged facilities and other capital improvements. We expect the funding of these commitments to be completed over the next several years. Our remaining commitments at March 31, 2018, are outlined in the table below (in thousands): Total commitment $ 671,829 Amounts funded (1) (398,380 ) Remaining commitment $ 273,449 (1) |
EARNINGS PER SHARE_UNIT
EARNINGS PER SHARE/UNIT | 3 Months Ended |
Mar. 31, 2018 | |
Net Income Available To Common Per Share | |
EARNINGS PER SHARE/UNIT | NOTE 16 – EARNINGS PER SHARE/UNIT The computation of basic earnings per share/unit (“EPS” or “EPU”) is computed by dividing net income available to common stockholders/Omega OP Unit holders by the weighted-average number of shares of common stock/Omega OP Units outstanding during the relevant period. Diluted EPS/EPU is computed using the treasury stock method, which is net income divided by the total weighted-average number of common outstanding shares/Omega OP Units plus the effect of dilutive common equivalent shares/units during the respective period. Dilutive common shares/Omega OP Units reflect the assumed issuance of additional common shares pursuant to certain of our share-based compensation plans, including stock options, restricted stock and performance restricted stock units and 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 stock options, restricted stock and performance restricted stock. The following tables set forth the computation of basic and diluted earnings per share/unit: Omega Omega OP Three Months Ended March 31, Three Months Ended March 31, 2018 2017 2018 2017 (in thousands, except per share amounts) Numerator: Net income $ 87,933 $ 109,112 $ 87,933 $ 109,112 Less: net income attributable to noncontrolling interests (3,713 ) (4,672 ) — — Net income available to common stockholders/Omega OP Unit holders $ 84,220 $ 104,440 $ 87,933 $ 109,112 Denominator: Denominator for basic earnings per share/unit 198,911 197,013 207,680 205,827 Effect of dilutive securities: Common stock equivalents 136 347 136 347 Noncontrolling interest – Omega OP Units 8,769 8,814 — — Denominator for diluted earnings per share/unit 207,816 206,174 207,816 206,174 Earnings per share – basic: Net income available to common stockholders/Omega OP Unit holders $ 0.42 $ 0.53 $ 0.42 $ 0.53 Earnings per share/unit – diluted: Net income $ 0.42 $ 0.53 $ 0.42 $ 0.53 |
SUPPLEMENTAL DISCLOSURE TO CONS
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2018 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS | NOTE 17 – SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS The following are supplemental disclosures to the consolidated statements of cash flows for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, 2018 2017 (in thousands) Reconciliation of cash and cash equivalents and restricted cash: Cash and cash equivalents $ 71,231 $ 40,349 Restricted cash 7,868 12,198 Cash, cash equivalents and restricted cash at end of period $ 79,099 $ 52,547 Supplemental information: Interest paid during the period, net of amounts capitalized $ 71,249 $ 61,832 Taxes paid during the period $ 913 $ 1,173 Non cash investing activities Non cash acquisition of real estate (See Note 2) $ (880 ) $ — Non cash investment in other investments (600 ) — Total $ (1,480 ) $ — Non cash financing activities Change in fair value of cash flow hedges $ 4,450 $ (1,291 ) Remeasurement of debt denominated in a foreign currency 5,050 — Total $ 9,500 $ (1,291 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS During the second quarter of 2018, we sold 20 facilities, including 17 facilities classified as assets held for sale as of March 31, 2018, for net proceeds of approximately $79 million. We expect to record a gain on the sale of these facilities of approximately $5 million in the second quarter. In April 2018, the pending sale to an unrelated third-party of five facilities that are classified as assets held for sale as of March 31, 2018 was terminated. These facilities were previously impaired based on the then pending transaction price. The carrying value of these facilities was approximately $15 million as of March 31, 2018. Subsequently, we agreed to sell these five facilities together with two additional facilities with an aggregate carrying value of approximately $46 million to the existing operator for approximately $29 million. Also in April 2018, we engaged in discussions with an existing operator to sell five facilities with a carrying value of approximately $25 million to the operator for approximately $22 million. With respect to the sale of these 12 facilities, we expect to recognize an impairment charge/loss on sale in the second quarter of approximately $20 million. On May 7, 2018, Omega and Signature Healthcare entered into a consensual out-of-court restructuring agreement. The restructuring involves multiple third-party constituents, including other third-party landlords, a new working capital lender, medical malpractice claimants, and other third-party interests. As part of the restructuring, Signature Healthcare was reorganized to separate each of its primary portfolios with its major landlords into three distinct lease silos and separate virtually all other legal obligations. As part of this restructuring, Signature Healthcare formed Agemo to be the holding company of the lessees of the Omega portfolio, and for which Omega agreed to: · defer up to $6.3 million of rent per annum for 3 years commencing May 1, 2018; · provide capital expenditure funds to be used for the general maintenance and capital improvements of our 59 facilities in the amount of approximately $4.5 million per year for 3 years; · extend a 7-year working capital term loan at 7% for an amount up to $25 million with a maturity date of April 30, 2025; · extend the term of the master lease by two years to December 31, 2030 and; · extend the maturity date of the existing term loan by two years to December 31, 2024. As part of the restructuring, Signature Healthcare entered into new working capital credit facilities with its new working capital lender for each of its separate silos, including Agemo. In addition, as part of our restructure, certain third-party guarantors of the Agemo master lease were required to contribute approximately $7.8 million in funds to the enterprise to be used to reduce the outstanding contractual receivables owed to Omega from Agemo. On May 8, 2018, the Company received $5.0 million in cash from the guarantors and a one year term note from the guarantors of approximately $2.8 million. Lastly, Agemo has represented to Omega that a formal settlement with certain federal and state agencies in connection with a civil investigation beginning in 2015 regarding therapy and other documentary practices against, among others, Agemo’s predecessor is imminent. |
BASIS OF PRESENTATION AND SIG28
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation Of Financial Statements [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 (“SEC”) 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 (“GAAP”) 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 filed with the SEC on February 23, 2018. Omega’s consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, and (iii) all direct and indirect wholly owned subsidiaries of Omega. All intercompany transactions and balances have been eliminated in consolidation, and Omega’s net earnings are reduced by the portion of net earnings attributable to noncontrolling interests. Omega OP’s consolidated financial statements include the accounts of (i) Omega OP, and (ii) all direct and indirect wholly owned subsidiaries of Omega OP. All intercompany transactions and balances have been eliminated in consolidation. |
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 typically 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 (“HUD”) 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 assets’ 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 management’s 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 management’s best estimates as of the date of evaluation. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows based on our intended use of the property are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. The fair value of the real estate investment is determined based on current market conditions and considers matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. Additionally, our evaluation of fair value may consider valuing the property as a nursing home as well as alternative uses. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. Management’s impairment evaluation process, and when applicable, impairment calculations involve estimation of the future cash flows from management’s intended use of the property as well as the fair value of the property. Changes in the facts and circumstances that drive management’s assumptions may result in an impairment of the Company’s assets in a future period that could be material to the Company’s results of operations. For the three months ended March 31, 2018 and 2017, we recognized impairment losses on real estate properties of $4.9 million and $7.6 million, respectively. For additional information see Note 2 – Properties and Investments. |
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 “loans”) are maintained at a level believed adequate to absorb potential losses. The determination of the allowances is based on a quarterly evaluation of these loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans based on a combination of factors, including, but not limited to, delinquency status, financial strength of the borrower and guarantors and the value of the underlying collateral. If such factors indicate that there is greater risk of loan charge-offs, additional allowances or placement on non-accrual status may be required. A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreements. Consistent with this definition, all loans on non-accrual status may be deemed impaired. To the extent circumstances improve and the risk of collectability is diminished, we will return these loans to full accrual status. When management identifies potential loan impairment indicators, the loan is written down to the present value of the expected future cash flows. In cases where expected future cash flows are not readily determinable, the loan is written down to the fair value of the underlying collateral, if applicable. We may base our valuation on a loan’s observable market price, if any, or the fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the sale of the collateral. We account for impaired loans using (a) the cost-recovery method, and/or (b) the cash basis method. We generally utilize the cost-recovery method for impaired loans for which impairment reserves were recorded. We utilize the cash basis method for impaired loans for which no impairment reserves were recorded because the net present value of the discounted cash flows expected under the loan and/or the underlying collateral supporting the loan were equal to or exceeded the book value of the loan. Under the cost-recovery method, we apply cash received against the outstanding loan balance prior to recording interest income. Under the cash basis method, we apply cash received to principal or interest income based on the terms of the agreement. As of March 31, 2018 and December 31, 2017, we had $177.5 million and $177.5 million, respectively, of reserves on our loans. For additional information see Note 3 – Direct Financing Leases, Note 4 – Mortgage Notes Receivable and Note 5 – 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 current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance |
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 stockholders’ equity, or owners’ equity on our Consolidated Balance Sheets. We include net income (loss) attributable to the noncontrolling interests in net income (loss) 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. |
Foreign Operations | Foreign Operations The U.S. dollar 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 (“GBP”). For our consolidated subsidiaries whose functional currency is not the U.S. dollar (“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 OP’s owners’ equity and Omega’s accumulated other comprehensive loss (“AOCL”), as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interests. We and certain of our consolidated subsidiaries may have intercompany and third-party debt that is not denominated in the entity’s 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 OP’s owners’ equity and Omega’s AOCL and a proportionate amount of gain or loss is allocated to noncontrolling interests. |
Derivative Instruments | Derivative Instruments Cash flow hedges During our normal course of business, we may use certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the Consolidated Balance Sheets at their fair value which is determined using a market approach and Level 2 inputs. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated in qualifying cash flow hedging relationships, the gain or loss on the derivative is recognized in Omega OP’s owners’ equity and Omega’s AOCL as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest. 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 March 31, 2018, $5.9 million of qualifying cash flow hedges were recorded at fair value in other assets and at December 31, 2017, $1.5 million of qualifying cash flow hedges were recorded at fair value in other assets on our Consolidated Balance Sheets. Net investment hedge The Company is exposed to fluctuations in the GBP against its functional currency, the USD, relating to its investments in healthcare-related real estate properties located in the U.K. The Company uses a nonderivative, GBP-denominated term loan to manage its exposure to fluctuations in the GBP-USD exchange rate. The foreign currency transaction gain or loss on the nonderivative hedging instrument that is designated and qualifies as a net investment hedge is reported in Omega OP’s owners’ equity and Omega’s AOCL in our Consolidated Balance Sheets. |
Accounts Receivable | Accounts Receivable Accounts receivable includes: contractual receivables, effective yield interest receivables, straight-line rent receivables and lease inducements, net of an estimated provision for losses related to uncollectible and disputed accounts. 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. On a quarterly basis, we review our accounts receivable 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. If we determine collectability of any of our contractual receivables is at risk, we estimate the potential uncollectible amounts and provide an allowance. In the case of a lease recognized on a straight-line basis, a loan recognized on an effective yield basis or the existence of lease inducements, we generally provide an allowance for straight-line, effective interest, and/or lease inducement accounts receivable when certain conditions or indicators of adverse collectability are present. If the accounts receivable balance is 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: March 31, December 31, 2018 2017 (in thousands) Contractual receivables $ 47,888 $ 43,258 Effective yield interest receivables 12,028 11,673 Straight-line rent receivables – net 218,965 216,054 Lease inducements 49,295 16,812 Allowance (8,463 ) (8,463 ) Accounts receivable – net $ 319,713 $ 279,334 During the first quarter of 2018, we wrote-off approximately $7.8 million of straight-line rent receivables to provision for uncollectible accounts, as a result of facility transitions to other operators. During the first quarter of 2018, we paid an existing operator approximately $50 million in exchange for a reduction of such operator’s participation in an in-the-money purchase option. As a result, we recorded an approximate $28 million lease inducement that will be amortized as a reduction to rental income over the remaining term of the lease. The remaining $22 million was recorded as a reduction to the initial contingent liability which is included in accrued expenses and other liabilities on our Consolidated Balance Sheets. |
Reclassification | Reclassification Certain prior quarter amounts have been reclassified to conform to the current quarter presentation. |
Accounting Pronouncements Adopted in 2018 | Accounting Pronouncements Adopted in 2018 In 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Identifying Performance Obligations and Licensing, Narrow-Scope Improvements and Practical Expedients. In August 2017 the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities |
Recent Accounting Pronouncements - Pending Adoption | Recent Accounting Pronouncements - Pending Adoption In February 2016, the FASB issued ASU 2016-02, Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326 |
BASIS OF PRESENTATION AND SIG29
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of net accounts receivable | March 31, December 31, 2018 2017 (in thousands) Contractual receivables $ 47,888 $ 43,258 Effective yield interest receivables 12,028 11,673 Straight-line rent receivables – net 218,965 216,054 Lease inducements 49,295 16,812 Allowance (8,463 ) (8,463 ) Accounts receivable – net $ 319,713 $ 279,334 |
PROPERTIES AND INVESTMENTS (Tab
PROPERTIES AND INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate [Abstract] | |
Schedule of investment in leased real estate properties | March 31, December 31, 2018 2017 (in thousands) Buildings $ 6,045,162 $ 6,098,119 Land 792,910 795,874 Furniture, fixtures and equipment 440,701 440,737 Site improvements 230,566 227,150 Construction in progress 101,699 94,080 Total real estate investments 7,611,038 7,655,960 Less accumulated depreciation (1,420,332 ) (1,376,828 ) Real estate investments - net $ 6,190,706 $ 6,279,132 |
Schedule of significant acquisitions | Number of Country/ Total Land Building & Site Furniture Initial Annual Cash Yield Period SNF ALF State (in millions) (3) Q1 - 1 UK $ 4.0 (1) $ 0.9 $ 2.9 $ 0.2 8.50 Q1 - 1 UK 5.7 (2) 1.4 4.1 0.2 8.50 Q1 1 - PA 7.4 1.6 5.4 0.4 9.50 Q1 1 - VA 13.2 2.4 10.5 0.3 9.50 Total 2 2 $ 30.3 $ 6.3 $ 22.9 $ 1.1 (1) Omega recorded a non-cash deferred tax liability of approximately $0.4 million in connection with this acquisition. (2) Omega recorded a non-cash deferred tax liability of approximately $0.2 million in connection with this acquisition. (3) The cash yield is based on the purchase price. |
DIRECT FINANCING LEASES (Tables
DIRECT FINANCING LEASES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
DIRECT FINANCING LEASES - MINIMUM RENTS | |
Schedule of components of investment in direct financing leases | March 31, December 31, 2018 2017 (in thousands) Minimum lease payments receivable $ 3,695,765 $ 3,707,079 Less unearned income (3,158,646 ) (3,169,942 ) Investment in direct financing leases 537,119 537,137 Less allowance for loss on direct financing lease (172,187 ) (172,172 ) Investment in direct financing leases – net $ 364,932 $ 364,965 Properties subject to direct financing leases 41 41 Number of direct financing leases 5 5 |
Schedule of rents due under direct financing leases | 2018 (1) 2019 (1) 2020 (1) 2021 (1) 2022 (1) 2023 (1) $ 1,966 $ 2,654 $ 2,686 $ 2,629 $ 2,679 $ 2,731 (1) Orianna has been excluded from the contractual minimum rent payments due under our direct financing leases as the facilities are expected to be transitioned or sold. See below for additional information. |
MORTGAGE NOTES RECEIVABLE (Tabl
MORTGAGE NOTES RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Mortgage Notes Receivable Investments [Abstract] | |
Schedule of outstanding principal amounts of mortgage notes receivable, net of allowances | March 31, December 31, 2018 2017 (in thousands) Mortgage note due 2024; interest at 10.18% $ 112,500 $ 112,500 Mortgage note due 2029; interest at 9.68% 410,399 410,763 Other mortgage notes outstanding (1) 135,325 152,874 Mortgage notes receivable, gross 658,224 676,137 Allowance for loss on mortgage notes receivable (2) (4,905 ) (4,905 ) Total mortgages — net $ 653,319 $ 671,232 (1) Other mortgage notes outstanding have stated interest rates ranging from 8.35% to 12.0% per annum and maturity dates through 2029. (2) The allowance for loss on mortgage notes receivable relates to one mortgage with an operator. The carrying value and fair value of the mortgage note receivable is approximately $1.5 million at March 31, 2018 and December 31, 2017. |
OTHER INVESTMENTS (Tables)
OTHER INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Schedule of other investments | March 31, December 31, 2018 2017 (in thousands) Other investment note due 2019; interest at 11.59% $ 49,771 $ 49,708 Other investment note due 2020; interest at 14.00% 50,793 49,490 Other investment note due 2022, interest at 9.00% 31,987 31,987 Other investment note due 2030; interest at 6.66% 50,000 50,000 Other investment notes outstanding (1) 140,071 95,530 Other investments, gross 322,622 276,715 Allowance for loss on other investments (2) (373 ) (373 ) Total other investments $ 322,249 $ 276,342 (1) Other investment notes have maturity dates through 2028 and interest rates ranging from 6.0% to 12.0% per annum. (2) The allowance for loss on other investments relates to one loan with an operator that has been fully reserved at March 31, 2018 and December 31, 2017. |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Schedule of properties held-for-sale | Properties Held For Sale Number of Net Book Value December 31, 2017 22 $ 86,699 Properties sold/other (1) (5 ) (9,307 ) Properties added (2) 16 66,027 March 31, 2018 (3) 33 $ 143,419 (1) In the first quarter of 2018, we sold five facilities for approximately $13.1 million in net cash proceeds recognizing a gain on sale of approximately $3.5 million. (2) In the first quarter of 2018, we recorded $3.5 million of impairments to reduce 16 facilities and one ancillary building’s net book value to their estimated fair values 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 March 31, 2018 within the next twelve months. |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangibles | March 31, December 31, 2018 2017 (in thousands) Assets: Goodwill $ 645,214 $ 644,690 Above market leases $ 22,426 $ 22,426 In-place leases 167 167 Accumulated amortization (17,300 ) (17,059 ) Net intangible assets $ 5,293 $ 5,534 Liabilities: Below market leases $ 164,443 $ 164,443 Accumulated amortization (86,752 ) (83,824 ) Net intangible liabilities $ 77,691 $ 80,619 |
Schedule of summary of goodwill | (in thousands) Balance as of December 31, 2017 $ 644,690 Add: foreign currency translation 524 Balance as of March 31, 2018 $ 645,214 |
STOCKHOLDERS'_OWNERS' EQUITY (T
STOCKHOLDERS'/OWNERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of common stock dividends | Record Date Payment Date Dividend per January 31, 2018 February 15, 2018 $ 0.66 April 30, 2018 May 15, 2018 $ 0.66 |
Schedule of accumulated other comprehensive loss, net of tax | As of and For the Three 2018 2017 (in thousands) Foreign Currency Translation: Beginning balance $ (25,993 ) $ (54,948 ) Translation gain 14,919 4,273 Realized gain 59 61 Ending balance (11,015 ) (50,614 ) Derivative Instruments: Cash flow hedges: Beginning balance 1,463 (1,420 ) Unrealized gain 4,235 490 Realized gain (1) 253 764 Ending balance 5,951 (166 ) Net investment hedge: Beginning balance (7,110 ) - Unrealized loss (5,109 ) - Ending balance (12,219 ) - Total accumulated other comprehensive loss for Omega OP (2) (17,283 ) (50,780 ) Add: portion included in noncontrolling interest 884 2,302 Total accumulated other comprehensive loss for Omega $ (16,399 ) $ (48,478 ) (1) Recorded in interest expense on the Consolidated Statements of Operations. (2) These amounts are included in owners’ equity. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Schedule of unrecognized compensation cost associated with outstanding restricted stock and PRSU awards and LTIP Unit awards | Grant Year Shares/ Units (1) Grant Date Average Fair Value Per Unit/ Share Total Compensation Cost (1) millions) Weighted Average Period of Expense Recognition (in months) Unrecognized Compensation Cost (2) millions) Performance Period Vesting RSUs 3/17/16 RSU 2016 130,006 $ 34.78 $ 4.5 33 $ 1.2 N/A 12/31/2018 1/1/2017 RSU 2017 140,416 31.26 4.4 36 2.6 N/A 12/31/2019 1/1/2018 RSU 2018 169,900 27.54 4.7 36 4.3 N/A 12/31/2020 Restricted Stock Units Total 440,322 $ 30.86 $ 13.6 $ 8.1 TSR PRSUs and LTIP Units 3/31/15 2017 LTIP Units 2015 137,249 $ 14.66 $ 2.0 45 $ 0.4 1/1/2015-12/31/2017 Quarterly in 2018 4/1/2015 2017 LTIP Units 2015 53,387 14.81 0.8 45 0.2 1/1/2015-12/31/2017 Quarterly in 2018 3/17/2016 2018 LTIP Units 2016 370,152 13.21 4.9 45 2.2 1/1/2016-12/31/2018 Quarterly in 2019 1/1/2017 2019 LTIP Units 2017 399,726 12.61 5.0 48 3.5 1/1/2017-12/31/2019 Quarterly in 2020 1/1/2018 2020 LTIP Units 2018 677,488 7.31 5.0 48 4.6 1/1/2018-12/31/2020 Quarterly in 2021 TSR PRSUs & LTIP Total 1,638,002 $ 10.80 $ 17.7 $ 10.9 Relative TSR PRSUs 3/31/15 2017 Relative TSR 2015 137,249 $ 22.50 $ 3.1 45 $ 0.6 1/1/2015-12/31/2017 Quarterly in 2018 4/1/2015 2017 Relative TSR 2015 53,387 22.92 1.2 45 0.2 1/1/2015-12/31/2017 Quarterly in 2018 3/17/2016 2018 Relative TSR 2016 305,563 16.44 5.0 45 2.3 1/1/2016-12/31/2018 Quarterly in 2019 1/1/2017 2019 Relative TSR 2017 285,338 18.04 5.1 48 3.5 1/1/2017-12/31/2019 Quarterly in 2020 1/1/2018 2020 Relative TSR 2018 334,544 16.65 5.6 48 5.2 1/1/2018-12/31/2020 Quarterly in 2021 Relative TSR PRSUs Total 1,116,081 $ 17.97 $ 20.0 $ 11.8 Grand Total 3,194,405 $ 16.07 $ 51.3 $ 30.8 (1) Total shares/units and compensation costs are net of shares/units cancelled. (2) This table excludes approximately $0.6 million of unrecognized compensation costs related to outstanding director restricted stock grants. |
BORROWING ACTIVITIES AND ARRA38
BORROWING ACTIVITIES AND ARRANGEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of borrowings | Annual Interest Rate as of March 31, March 31, December 31, Maturity 2018 2018 (5) 2017 (5) (in thousands) Secured borrowings: HUD mortgages assumed December 2011 (1) 2044 3.06 % $ 53,338 $ 53,666 Deferred financing costs – net (563 ) (568 ) Total secured borrowings – net (2) 52,775 53,098 Unsecured borrowings: Revolving line of credit 2021 2.97 % 355,000 290,000 U.S. term loan 2022 3.33 % 425,000 425,000 Sterling term loan (3) 2022 1.96 % 140,180 135,130 Omega OP term loan (2) 2022 3.33 % 100,000 100,000 2015 term loan 2022 3.80 % 250,000 250,000 Discounts and deferred financing costs – net (4) (5,161 ) (5,460 ) Total term loans – net 910,019 904,670 2023 notes 2023 4.375 % 700,000 700,000 2024 notes 2024 4.95 % 400,000 400,000 2025 notes 2025 4.50 % 400,000 400,000 2026 notes 2026 5.25 % 600,000 600,000 2027 notes 2027 4.50 % 700,000 700,000 2028 notes 2028 4.75 % 550,000 550,000 Other 2018 - 1,500 1,500 Subordinated debt 2021 9.00 % 20,000 20,000 Discount – net (20,436 ) (21,073 ) Deferred financing costs – net (25,179 ) (26,037 ) Total senior notes and other unsecured borrowings – net 3,325,885 3,324,390 Total unsecured borrowings – net 4,590,904 4,519,060 Total secured and unsecured borrowings – net $ 4,643,679 $ 4,572,158 (1) Reflects the weighted average annual contractual interest rate on the mortgages at March 31, 2018 excluding a third-party administration fee of approximately 0.5% annually. Secured by real estate assets with a net carrying value of $62.0 million as of March 31, 2018. This borrowing was incurred by wholly owned subsidiaries of Omega OP. (2) These amounts represent borrowings that were incurred by Omega OP or wholly owned subsidiaries of Omega OP. (3) This borrowing is denominated in British Pounds Sterling. (4) The amount includes $0.5 million of net deferred financing costs related to the Omega OP term loan as of March 31, 2018. (5) All borrowings are direct borrowings of Omega unless otherwise noted. |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying amounts and fair values of financial instruments | March 31, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Assets: Investments in direct financing leases – net $ 364,932 $ 364,932 $ 364,965 $ 364,965 Mortgage notes receivable – net 653,319 676,377 671,232 686,772 Other investments – net 322,249 319,203 276,342 281,031 Total $ 1,340,500 $ 1,360,512 $ 1,312,539 $ 1,332,768 Liabilities: Revolving line of credit $ 355,000 $ 355,000 $ 290,000 $ 290,000 U.S. term loan – net 422,640 425,000 422,498 425,000 Sterling term loan – net 139,454 140,180 134,360 135,130 Omega OP term loan – net (1) 99,455 100,000 99,423 100,000 2015 term loan – net 248,470 250,000 248,390 250,000 4.375% notes due 2023 – net 693,766 699,864 693,474 711,190 4.95% notes due 2024 – net 393,933 409,165 393,680 420,604 4.50% notes due 2025 – net 394,831 390,893 394,640 399,874 5.25% notes due 2026 – net 594,498 609,952 594,321 625,168 4.50% notes due 2027 – net 686,882 672,610 686,516 681,007 4.75% notes due 2028 – net 540,127 533,683 539,882 550,667 HUD mortgages – net (1) 52,775 48,836 53,098 51,817 Subordinated debt – net 20,348 23,374 20,376 23,646 Other 1,500 1,500 1,500 1,500 Total $ 4,643,679 $ 4,660,057 $ 4,572,158 $ 4,665,603 (1) These amounts represent borrowings that were incurred by Omega OP or wholly owned subsidiaries of Omega OP. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of remaining commitments | Total commitment $ 671,829 Amounts funded (1) (398,380 ) Remaining commitment $ 273,449 (1) |
EARNINGS PER SHARE_UNIT (Tables
EARNINGS PER SHARE/UNIT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Net Income Available To Common Per Share | |
Schedule of computation of basic and diluted earnings per share | Omega Omega OP Three Months Ended March 31, Three Months Ended March 31, 2018 2017 2018 2017 (in thousands, except per share amounts) Numerator: Net income $ 87,933 $ 109,112 $ 87,933 $ 109,112 Less: net income attributable to noncontrolling interests (3,713 ) (4,672 ) — — Net income available to common stockholders/Omega OP Unit holders $ 84,220 $ 104,440 $ 87,933 $ 109,112 Denominator: Denominator for basic earnings per share/unit 198,911 197,013 207,680 205,827 Effect of dilutive securities: Common stock equivalents 136 347 136 347 Noncontrolling interest – Omega OP Units 8,769 8,814 — — Denominator for diluted earnings per share/unit 207,816 206,174 207,816 206,174 Earnings per share – basic: Net income available to common stockholders/Omega OP Unit holders $ 0.42 $ 0.53 $ 0.42 $ 0.53 Earnings per share/unit – diluted: Net income $ 0.42 $ 0.53 $ 0.42 $ 0.53 |
SUPPLEMENTAL DISCLOSURE TO CO42
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Schedule of consolidated statements of cash flows | Three Months Ended March 31, 2018 2017 (in thousands) Reconciliation of cash and cash equivalents and restricted cash: Cash and cash equivalents $ 71,231 $ 40,349 Restricted cash 7,868 12,198 Cash, cash equivalents and restricted cash at end of period $ 79,099 $ 52,547 Supplemental information: Interest paid during the period, net of amounts capitalized $ 71,249 $ 61,832 Taxes paid during the period $ 913 $ 1,173 Non cash investing activities Non cash acquisition of real estate (See Note 2) $ (880 ) $ — Non cash investment in other investments (600 ) — Total $ (1,480 ) $ — Non cash financing activities Change in fair value of cash flow hedges $ 4,450 $ (1,291 ) Remeasurement of debt denominated in a foreign currency 5,050 — Total $ 9,500 $ (1,291 ) |
BASIS OF PRESENTATION AND SIG43
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ||
Contractual receivables | $ 47,888 | $ 43,258 |
Effective yield interest receivables | 12,028 | 11,673 |
Straight-line rent receivables - net | 218,965 | 216,054 |
Lease inducements | 49,295 | 16,812 |
Allowance | (8,463) | (8,463) |
Accounts receivable - net | $ 319,713 | $ 279,334 |
BASIS OF PRESENTATION AND SIG44
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Detail) | 3 Months Ended |
Mar. 31, 2018Segment | |
Accounting Policies [Abstract] | |
Number of reportable segment | 1 |
BASIS OF PRESENTATION AND SIG45
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Detail 1) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Impairment losses recognized | $ 4,914 | $ 7,638 | |
Loan loss reserves | 177,500 | $ 177,500 | |
Provision of contractual and straight-line rent receivables | 7,800 | ||
Cash, FDIC insured amount | 250,000 | ||
Payment made to operator to buyout out in money purchase option | 50,000 | ||
Amount of lease inducement amortized as reduction to rental income | 28,000 | ||
Amount of reduction to initial contingent liability | 22,000 | ||
ASU 2014-09 | |||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Deferred gain resulting from sale of facilities to third party through retained earnings | 10,000 | ||
Cash flow hedges | |||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Cash flow hedges recorded at fair value in accrued expenses and other liabilities | $ 1,500 | ||
Cash flow hedges recorded at fair value in other assets | $ 5,900 | ||
Omega OP Units | |||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Percentage of limited partnership interests owned | 96.00% | ||
Other Investors | Omega OP Units | |||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Percentage of limited partnership interests owned | 4.00% |
PROPERTIES AND INVESTMENTS - In
PROPERTIES AND INVESTMENTS - Investment in leased real estate properties (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | $ 7,611,038 | $ 7,655,960 |
Less accumulated depreciation | (1,420,332) | (1,376,828) |
Real estate investments - net | 6,190,706 | 6,279,132 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 6,045,162 | 6,098,119 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 792,910 | 795,874 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 440,701 | 440,737 |
Site improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 230,566 | 227,150 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | $ 101,699 | $ 94,080 |
PROPERTIES AND INVESTMENTS - Si
PROPERTIES AND INVESTMENTS - Significant acquisitions that occurred in first quarter of 2018 (Detail 1) $ in Millions | 3 Months Ended | |
Mar. 31, 2018USD ($)FacilityHealthcare_facility | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Healthcare_facility | 973 | |
SNF's | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 716 | |
ALFs | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 118 | |
Acquisitions in first quarter of 2018 | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 30.3 | |
Acquisitions in first quarter of 2018 | SNF's | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 2 | |
Acquisitions in first quarter of 2018 | ALFs | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 2 | |
Acquisitions in first quarter of 2018 | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 6.3 | |
Acquisitions in first quarter of 2018 | Building & Site Improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 22.9 | |
Acquisitions in first quarter of 2018 | Furniture & Fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | 1.1 | |
Acquisitions in first quarter of 2018 | Q1 | UK | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 4 | [1] |
Initial Annual Cash Yield (%) | 8.50% | [2] |
Acquisitions in first quarter of 2018 | Q1 | UK | SNF's | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 0 | |
Acquisitions in first quarter of 2018 | Q1 | UK | ALFs | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 1 | |
Acquisitions in first quarter of 2018 | Q1 | UK | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 0.9 | |
Acquisitions in first quarter of 2018 | Q1 | UK | Building & Site Improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 2.9 | |
Acquisitions in first quarter of 2018 | Q1 | UK | Furniture & Fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | 0.2 | |
Acquisitions in first quarter of 2018 | Q1 | UK | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 5.7 | [3] |
Initial Annual Cash Yield (%) | 8.50% | [2] |
Acquisitions in first quarter of 2018 | Q1 | UK | SNF's | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 0 | |
Acquisitions in first quarter of 2018 | Q1 | UK | ALFs | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 1 | |
Acquisitions in first quarter of 2018 | Q1 | UK | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 1.4 | |
Acquisitions in first quarter of 2018 | Q1 | UK | Building & Site Improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 4.1 | |
Acquisitions in first quarter of 2018 | Q1 | UK | Furniture & Fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | 0.2 | |
Acquisitions in first quarter of 2018 | Q1 | PA | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 7.4 | |
Initial Annual Cash Yield (%) | 9.50% | [2] |
Acquisitions in first quarter of 2018 | Q1 | PA | SNF's | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 1 | |
Acquisitions in first quarter of 2018 | Q1 | PA | ALFs | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 0 | |
Acquisitions in first quarter of 2018 | Q1 | PA | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 1.6 | |
Acquisitions in first quarter of 2018 | Q1 | PA | Building & Site Improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 5.4 | |
Acquisitions in first quarter of 2018 | Q1 | PA | Furniture & Fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | 0.4 | |
Acquisitions in first quarter of 2018 | Q1 | VA | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 13.2 | |
Initial Annual Cash Yield (%) | 9.50% | [2] |
Acquisitions in first quarter of 2018 | Q1 | VA | SNF's | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 1 | |
Acquisitions in first quarter of 2018 | Q1 | VA | ALFs | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 0 | |
Acquisitions in first quarter of 2018 | Q1 | VA | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 2.4 | |
Acquisitions in first quarter of 2018 | Q1 | VA | Building & Site Improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 10.5 | |
Acquisitions in first quarter of 2018 | Q1 | VA | Furniture & Fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 0.3 | |
[1] | Omega recorded a non-cash deferred tax liability of approximately $0.4 million in connection with this acquisition. | |
[2] | The cash yield is based on the purchase price. | |
[3] | Omega recorded a non-cash deferred tax liability of approximately $0.2 million in connection with this acquisition. |
PROPERTIES AND INVESTMENTS (Par
PROPERTIES AND INVESTMENTS (Parentheticals) (Detail 1) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Real Estate Properties [Line Items] | ||
Deferred tax liability | $ 14,764 | $ 14,264 |
Acquisitions in first quarter of 2018 | Q1 | UK | ||
Real Estate Properties [Line Items] | ||
Deferred tax liability | 400 | |
Acquisitions in first quarter of 2018 | Q1 | UK | ||
Real Estate Properties [Line Items] | ||
Deferred tax liability | $ 200 |
PROPERTIES AND INVESTMENTS - Le
PROPERTIES AND INVESTMENTS - Leased Property (Narrative) (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($)FacilityHealthcare_facilityParcel | |
Real Estate Properties [Line Items] | |
Number of real estate properties | Healthcare_facility | 973 |
Property available for operating lease | Minimum | |
Real Estate Properties [Line Items] | |
Lease term | 5 years |
Increase in the specific annual percentage over the prior year's rent | 2.00% |
Property available for operating lease | Maximum | |
Real Estate Properties [Line Items] | |
Lease term | 15 years |
Increase in the specific annual percentage over the prior year's rent | 3.00% |
SNF's | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 716 |
ALFs | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 118 |
Specialty facilities | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 15 |
Medical office building | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 1 |
Acquisitions in first quarter of 2018 | SNF's | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 2 |
Acquisitions in first quarter of 2018 | ALFs | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 2 |
Acquisitions in first quarter of 2018 | Land | |
Real Estate Properties [Line Items] | |
Number of properties acquired | Parcel | 1 |
Cash payment to acquire facilities | $ | $ 0.7 |
PROPERTIES AND INVESTMENTS - As
PROPERTIES AND INVESTMENTS - Asset Sales, Impairments and Other (Narrative) (Detail 1) $ in Millions | 3 Months Ended | |
Mar. 31, 2018USD ($)Facility | Dec. 31, 2017Facility | |
Real Estate [Abstract] | ||
Number of facilities sold | 14 | |
Total cash proceeds | $ | $ 74.7 | |
Amount of gain (loss) from sale of facilities | $ | 17.5 | |
Number of previously classified as held for sale | 5 | |
Provision for impairment on real estate properties | $ | $ 4.9 | |
Number of facilities with impairment charges | 17 | |
Number of subsequently reclassified as held for sale | 16 |
DIRECT FINANCING LEASES (Detail
DIRECT FINANCING LEASES (Detail) $ in Thousands | Mar. 31, 2018USD ($)LeaseProperty | Dec. 31, 2017USD ($)LeaseProperty |
DIRECT FINANCING LEASES - MINIMUM RENTS | ||
Minimum lease payments receivable | $ 3,695,765 | $ 3,707,079 |
Less unearned income | (3,158,646) | (3,169,942) |
Investment in direct financing leases | 537,119 | 537,137 |
Less allowance for loss on direct financing lease | (172,187) | (172,172) |
Investment in direct financing leases - net | $ 364,932 | $ 364,965 |
Properties subject to direct financing leases | Property | 41 | 41 |
Number of direct financing leases | Lease | 5 | 5 |
DIRECT FINANCING LEASES (Deta52
DIRECT FINANCING LEASES (Detail 1) $ in Thousands | Mar. 31, 2018USD ($) | [1] |
DIRECT FINANCING LEASES - MINIMUM RENTS | ||
2,018 | $ 1,966 | |
2,019 | 2,654 | |
2,020 | 2,686 | |
2,021 | 2,629 | |
2,022 | 2,679 | |
2,023 | $ 2,731 | |
[1] | Orianna has been excluded from the contractual minimum rent payments due under our direct financing leases as the facilities are expected to be transitioned or sold. See below for additional information. |
DIRECT FINANCING LEASES (Narrat
DIRECT FINANCING LEASES (Narrative) (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018USD ($)FacilityHealthcare_facilityState | Nov. 27, 2013USD ($)FacilityLease | Mar. 31, 2018USD ($)FacilityHealthcare_facilityState | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)Facility | |
Capital Leased Assets [Line Items] | |||||
Number of facilities owned | Healthcare_facility | 973 | 973 | |||
Number of states | State | 41 | 41 | |||
Impairment on real estate properties | $ 4,914 | $ 7,638 | |||
Income from direct financing leases | $ 613 | $ 15,646 | |||
Minimum | |||||
Capital Leased Assets [Line Items] | |||||
Fair value of annual rents | $ 32,000 | ||||
Rental yields | 9.00% | ||||
Maximum | |||||
Capital Leased Assets [Line Items] | |||||
Fair value of annual rents | $ 38,000 | ||||
Rental yields | 10.00% | ||||
Orianna | |||||
Capital Leased Assets [Line Items] | |||||
Purchase price acquired | $ 529,000 | ||||
Number of lease | Lease | 4 | ||||
Master lease term | 50 years | ||||
Interest on lease per annum | 10.60% | ||||
Number of states | State | 7 | 7 | |||
Number of additional facility owned | Facility | 4 | 4 | |||
Allowance for loss under direct financing leases | $ 172,200 | $ 172,200 | |||
Number of remaining facilities | Facility | 38 | ||||
Recorded investment in direct financing leases | $ 337,700 | ||||
Recorded investment in operating lease | $ 37,800 | $ 37,800 | |||
Orianna | Restructuring Support Agreement ("RSA") | |||||
Capital Leased Assets [Line Items] | |||||
Number of facilities transitioned | Facility | 23 | 23 | |||
Number of facilities to be sold | Facility | 19 | 19 | |||
Monthly rent payment under restructuring | $ 1,000 | ||||
Amount committed as debtor in possession financing | $ 30,000 | $ 30,000 | |||
Orianna | Southeast | |||||
Capital Leased Assets [Line Items] | |||||
Number of remaining facilities | Facility | 37 | 38 | |||
Orianna | Indiana | |||||
Capital Leased Assets [Line Items] | |||||
Number of remaining facilities | Facility | 1 | ||||
SNF's | Orianna | Direct financing leases | |||||
Capital Leased Assets [Line Items] | |||||
Number of facilities owned | Facility | 55 | ||||
ALFs | Orianna | Direct financing leases | |||||
Capital Leased Assets [Line Items] | |||||
Number of facilities owned | Facility | 1 |
MORTGAGE NOTES RECEIVABLE (Deta
MORTGAGE NOTES RECEIVABLE (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | ||
Mortgage Loans on Real Estate [Line Items] | ||||
Mortgage notes receivable, gross | $ 658,224 | $ 676,137 | ||
Allowance for loss on mortgage notes receivable | [1] | (4,905) | (4,905) | |
Total mortgages - net | 653,319 | 671,232 | ||
Mortgage note due 2024; interest at 10.18% | ||||
Mortgage Loans on Real Estate [Line Items] | ||||
Mortgage notes receivable, gross | 112,500 | 112,500 | ||
Mortgage loans on real estate, interest rate | 10.18% | |||
Mortgage note due 2029; interest at 9.68% | ||||
Mortgage Loans on Real Estate [Line Items] | ||||
Mortgage notes receivable, gross | 410,399 | 410,763 | ||
Mortgage loans on real estate, interest rate | 9.68% | |||
Other mortgage notes outstanding | ||||
Mortgage Loans on Real Estate [Line Items] | ||||
Mortgage notes receivable, gross | [2] | $ 135,325 | $ 152,874 | |
[1] | The allowance for loss on mortgage notes receivable relates to one mortgage with an operator. The carrying value and fair value of the mortgage note receivable is approximately $1.5 million at March 31, 2018 and December 31, 2017. | |||
[2] | Other mortgage notes outstanding have stated interest rates ranging from 8.35% to 12.0% per annum and maturity dates through 2029. |
MORTGAGE NOTES RECEIVABLE (Pare
MORTGAGE NOTES RECEIVABLE (Parentheticals) (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2018USD ($)Mortgage | Dec. 31, 2017USD ($) | |
Other mortgage notes outstanding | Minimum | ||
Mortgage Loans on Real Estate [Line Items] | ||
Mortgage loans on real estate, interest rate | 8.35% | |
Other mortgage notes outstanding | Maximum | ||
Mortgage Loans on Real Estate [Line Items] | ||
Mortgage loans on real estate, interest rate | 12.00% | |
Maturity year | 2,029 | |
Mortgage receivable | ||
Mortgage Loans on Real Estate [Line Items] | ||
The allowance for loss on number of mortgage | Mortgage | 1 | |
Carrying value of mortgage note receivable | $ 1.5 | $ 1.5 |
Fair value of mortgage note receivable | $ 1.5 | $ 1.5 |
MORTGAGE NOTES RECEIVABLE (Narr
MORTGAGE NOTES RECEIVABLE (Narrative) (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($)FacilityOperatorStateEntityMortgageLoan | |
Mortgage Loans on Real Estate [Line Items] | |
Number of states | State | 41 |
Number of operators | Operator | 70 |
Mortgage loans | |
Mortgage Loans on Real Estate [Line Items] | |
Number of fixed rate mortgages | Mortgage | 28 |
Number of long term care facilities | Facility | 49 |
Number of states | State | 9 |
Number of independent healthcare operating companies | Entity | 6 |
Number of operators | Operator | 1 |
Number of construction loans | Loan | 2 |
Construction loans on total outstanding balance | $ | $ 21.2 |
Mortgage loans on real estate, interest rate | 8.75% |
OTHER INVESTMENTS (Details)
OTHER INVESTMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 322,622 | $ 276,715 | |
Allowance for loss on other investments | [1] | (373) | (373) |
Total other investments | 322,249 | 276,342 | |
Other investment note due 2019; interest at 11.59% | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | 49,771 | 49,708 | |
Other investment note due 2020; interest at 14.00% | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | 50,793 | 49,490 | |
Other investment note due 2022, interest at 9.00% | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | 31,987 | 31,987 | |
Other investment note due 2030; interest at 6.66% | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | 50,000 | 50,000 | |
Other investment notes outstanding | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | [2] | $ 140,071 | $ 95,530 |
[1] | The allowance for loss on other investments relates to one loan with an operator that has been fully reserved at March 31, 2018 and December 31, 2017. | ||
[2] | Other investment notes have maturity dates through 2028 and interest rates ranging from 6.0% to 12.0% per annum. |
OTHER INVESTMENTS (Parenthetica
OTHER INVESTMENTS (Parentheticals) (Details) - Other investment notes outstanding | 3 Months Ended |
Mar. 31, 2018 | |
Minimum | |
Schedule of Investments [Line Items] | |
Interest rate | 6.00% |
Maximum | |
Schedule of Investments [Line Items] | |
Interest rate | 12.00% |
Maturity year | 2,028 |
OTHER INVESTMENTS (Narrative) (
OTHER INVESTMENTS (Narrative) (Detail) $ in Thousands, shares in Millions | Mar. 06, 2018USD ($) | Mar. 31, 2018USD ($)FacilityHealthcare_facilityshares | Feb. 22, 2018USD ($) | Dec. 28, 2017USD ($)Facility | May 31, 2017USD ($) | Jul. 29, 2016USD ($) | Mar. 31, 2018USD ($)FacilityHealthcare_facilityshares | Dec. 31, 2017USD ($)shares |
Schedule of Investments [Line Items] | ||||||||
Other investments, gross | $ 322,622 | $ 322,622 | $ 276,715 | |||||
Number of Facilities | Healthcare_facility | 973 | 973 | ||||||
SNF's | ||||||||
Schedule of Investments [Line Items] | ||||||||
Number of Facilities | Facility | 716 | 716 | ||||||
Other Investment notes due 2018 and 2022 | Revolving Credit Facility | Orianna | ||||||||
Schedule of Investments [Line Items] | ||||||||
Principal amount of debtor in possession financing | $ 15,800 | $ 15,800 | ||||||
Description of variable rate basis | 1-month LIBOR | |||||||
Maturity date | Sep. 30, 2018 | |||||||
Outstanding amount of debtor in possession financing | $ 10,300 | 10,300 | ||||||
Maximum borrowing capacity | $ 18,800 | |||||||
Interest rate | 9.00% | |||||||
Maturity date | Apr. 30, 2022 | |||||||
Default rate | 5.00% | |||||||
Maximum amount outstanding | $ 15,200 | 39,700 | ||||||
LIBOR plus an applicable percentage | 9.00% | |||||||
Other Investment notes due 2018 and 2022 | Secured Term Loan | Orianna | ||||||||
Schedule of Investments [Line Items] | ||||||||
Principal amount of debtor in possession financing | $ 14,200 | 14,200 | ||||||
Description of variable rate basis | 1-month LIBOR | |||||||
Maturity date | Sep. 30, 2018 | |||||||
Outstanding amount of debtor in possession financing | $ 14,200 | 14,200 | ||||||
LIBOR plus an applicable percentage | 5.50% | |||||||
Other Investment Note Due 2020 | Secured Term Loan | Genesis HealthCare ("Genesis") | ||||||||
Schedule of Investments [Line Items] | ||||||||
Description of variable rate basis | LIBOR | |||||||
Maturity date | Jul. 29, 2020 | Jul. 29, 2020 | ||||||
Interest rate paid-in-kind | 9.00% | |||||||
Other Investment notes | $ 48,000 | $ 48,000 | ||||||
LIBOR with floor rate | 1.00% | |||||||
LIBOR plus an applicable percentage | 14.00% | 13.00% | ||||||
Other Investment Note Due 2020 | Secured Term Loan | Genesis HealthCare ("Genesis") | Through July 2019 | ||||||||
Schedule of Investments [Line Items] | ||||||||
Principal payments | $ 250 | |||||||
Frequency of periodic payment | monthly | |||||||
Other Investment Note Due 2020 | Secured Term Loan | Genesis HealthCare ("Genesis") | August 2019 through maturity | ||||||||
Schedule of Investments [Line Items] | ||||||||
Principal payments | $ 500 | |||||||
Frequency of periodic payment | monthly | |||||||
Other Investment Note Due 2020 | New Secured Term Loan | Genesis HealthCare ("Genesis") | ||||||||
Schedule of Investments [Line Items] | ||||||||
Maturity date | Jul. 29, 2020 | |||||||
Interest rate paid-in-kind | 10.00% | |||||||
Maximum amount outstanding | $ 16,000 | |||||||
Other Investment notes | $ 16,000 | |||||||
LIBOR plus an applicable percentage | 10.00% | |||||||
Total combined warrants to purchase Genesis common stock | shares | 1.5 | 1.5 | 1.5 | |||||
Other investment note due 2020; interest at 10.00% | ||||||||
Schedule of Investments [Line Items] | ||||||||
Other investments, gross | $ 10,000 | |||||||
Amount repaid by third party buyer | $ 5,000 | |||||||
Other investment note due 2020; interest at 10.00% | SNF's | ||||||||
Schedule of Investments [Line Items] | ||||||||
Number of Facilities | Facility | 10 | |||||||
Other investment note due 2020; interest at 10.00% | December 2018 | ||||||||
Schedule of Investments [Line Items] | ||||||||
Principal payments | $ 5,000 | |||||||
Other investment note due 2020; interest at 10.00% | December 2019 | ||||||||
Schedule of Investments [Line Items] | ||||||||
Principal payments | 2,000 | |||||||
Other investment note due 2020; interest at 10.00% | December 2020 | ||||||||
Schedule of Investments [Line Items] | ||||||||
Principal payments | $ 3,000 |
INVESTMENT IN UNCONSOLIDATED 60
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE (Details) $ in Thousands | Nov. 01, 2016USD ($)Facility | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) |
Schedule of Equity Method Investments [Line Items] | ||||
Investment in unconsolidated joint venture | $ 34,673 | $ 36,516 | ||
Assets management fees recognized | $ 500 | $ 500 | ||
Second Spring Healthcare Investments | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment in unconsolidated joint venture | $ 50,000 | |||
Percentage of ownership interest | 15.00% | |||
Second Spring Healthcare Investments | SNF's | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of properties acquired | Facility | 64 | |||
Payments to acquire facilities | $ 1,100,000 | |||
Second Spring Healthcare Investments | Affiliates of Lindsey Goldberg LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage of ownership interest | 85.00% |
ASSETS HELD FOR SALE (Details)
ASSETS HELD FOR SALE (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)Property | ||
Number Of Properties | ||
Beginning Balance | Property | 22 | |
Properties sold/other | Property | (5) | [1] |
Properties added | Property | 16 | [2] |
Ending balance | Property | 33 | [3] |
Net Book Value | ||
Beginning Balance | $ | $ 86,699 | |
Properties sold/other | $ | (9,307) | [1] |
Properties added | $ | 66,027 | [2] |
Ending balance | $ | $ 143,419 | [3] |
[1] | In the first quarter of 2018, we sold five facilities for approximately $13.1 million in net cash proceeds recognizing a gain on sale of approximately $3.5 million. | |
[2] | In the first quarter of 2018, we recorded $3.5 million of impairments to reduce 16 facilities and one ancillary building's net book value to their estimated fair values 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 March 31, 2018 within the next twelve months. |
ASSETS HELD FOR SALE (Parenthet
ASSETS HELD FOR SALE (Parentheticals) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($)FacilityProperty | |
Real Estate Properties [Line Items] | |
Number of facilities held for sale sold | Facility | 5 |
Net proceeds from sale of facilities held for sale | $ 13.1 |
Gain (loss) from sale of facilities | 3.5 |
Impairment charges | $ 3.5 |
Number of property reclassified | Facility | 16 |
Ancillary building | |
Real Estate Properties [Line Items] | |
Number of property reclassified | Property | 1 |
INTANGIBLES - Summary of our in
INTANGIBLES - Summary of our intangibles (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Goodwill | $ 645,214 | $ 644,690 |
Accumulated amortization | (17,300) | (17,059) |
Net intangible assets | 5,293 | 5,534 |
Liabilities: | ||
Below market leases | 164,443 | 164,443 |
Accumulated amortization | (86,752) | (83,824) |
Net intangible liabilities | 77,691 | 80,619 |
Above market leases | ||
Assets: | ||
Gross intangible assets | 22,426 | 22,426 |
In-place leases | ||
Assets: | ||
Gross intangible assets | $ 167 | $ 167 |
INTANGIBLES - Reconciliation of
INTANGIBLES - Reconciliation of goodwill (Details 1) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Balance | $ 644,690 |
Add: foreign currency translation | 524 |
Balance | $ 645,214 |
INTANGIBLES (Narrative) (Detail
INTANGIBLES (Narrative) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 2.7 | $ 3.1 |
Remainder of 2018 | 7.4 | |
2,019 | 8.9 | |
2,020 | 8.8 | |
2,021 | 8.2 | |
2,022 | $ 7.5 |
INTANGIBLES (Narrative) (Deta66
INTANGIBLES (Narrative) (Detail 1) | 3 Months Ended |
Mar. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |
Below market leases, weighted average remaining amortization | 9 years |
Above market lease intangibles | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining amortization | 7 years |
CONCENTRATION OF RISK (Narrativ
CONCENTRATION OF RISK (Narrative) (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)FacilityHealthcare_facilityOperatorState | Dec. 31, 2017USD ($) | |
Concentration Risk [Line Items] | ||
Number of leased real estate properties | Healthcare_facility | 973 | |
Number of states | State | 41 | |
Number of third-party operators | Operator | 70 | |
Gross investment in facilities, net of impairments and before reserve for uncollectible loans | $ | $ 8,800,000 | |
Percentage share of real estate investments related to long-term care facilities | 99.00% | |
Number of facilities held for sale | 33 | |
Other investments | $ | $ 322,249 | $ 276,342 |
Investment in unconsolidated joint venture | $ | $ 34,673 | $ 36,516 |
Texas | ||
Concentration Risk [Line Items] | ||
Concentration percent by state | 9.00% | |
Florida | ||
Concentration Risk [Line Items] | ||
Concentration percent by state | 9.00% | |
Ohio | ||
Concentration Risk [Line Items] | ||
Concentration percent by state | 8.00% | |
SNF's | ||
Concentration Risk [Line Items] | ||
Number of leased real estate properties | 716 | |
Number of facilities under fixed rate mortgage loan | 47 | |
SNF's | OMEGA HEALTHCARE INVESTORS INC | ||
Concentration Risk [Line Items] | ||
Number of leased real estate properties | 756 | |
ALFs | ||
Concentration Risk [Line Items] | ||
Number of leased real estate properties | 118 | |
Number of facilities under fixed rate mortgage loan | 2 | |
ALFs | OMEGA HEALTHCARE INVESTORS INC | ||
Concentration Risk [Line Items] | ||
Number of leased real estate properties | 119 | |
Specialty facilities | ||
Concentration Risk [Line Items] | ||
Number of leased real estate properties | 15 | |
Medical office building | ||
Concentration Risk [Line Items] | ||
Number of leased real estate properties | 1 | |
Ciena Healthcare | ||
Concentration Risk [Line Items] | ||
Revenues from operations | 10.00% |
STOCKHOLDERS'_OWNERS' EQUITY (D
STOCKHOLDERS'/OWNERS' EQUITY (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Dividend [Line Items] | ||
Dividend per Common Share | $ 0.66 | $ 0.62 |
Board of Directors | January 31, 2018 | ||
Dividend [Line Items] | ||
Record Date | Jan. 31, 2018 | |
Payment Date | Feb. 15, 2018 | |
Dividend per Common Share | $ 0.66 | |
Dividends Payable, Nature | Quarterly | |
Board of Directors | April 30, 2018 | ||
Dividend [Line Items] | ||
Record Date | Apr. 30, 2018 | |
Payment Date | May 15, 2018 | |
Dividend per Common Share | $ 0.66 | |
Dividends Payable, Nature | Quarterly |
STOCKHOLDERS'_OWNERS' EQUITY 69
STOCKHOLDERS'/OWNERS' EQUITY (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Ending balance : Accumulated other comprehensive loss for Omega OP | [1] | $ (17,283) | $ (50,780) | |
Add: portion included in noncontrolling interest | 884 | 2,302 | ||
Total accumulated other comprehensive loss for Omega | (16,399) | (48,478) | $ (30,150) | |
Foreign Currency Translation | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance : Accumulated other comprehensive loss for Omega OP | (25,993) | (54,948) | ||
Translation gain (loss) | 14,919 | 4,273 | ||
Realized gain (loss) | 59 | 61 | ||
Ending balance : Accumulated other comprehensive loss for Omega OP | (11,015) | (50,614) | ||
Cash flow hedges | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance : Accumulated other comprehensive loss for Omega OP | 1,463 | (1,420) | ||
Unrealized gain (loss) | 4,235 | 490 | ||
Realized gain (loss) | [2] | 253 | 764 | |
Ending balance : Accumulated other comprehensive loss for Omega OP | 5,951 | (166) | ||
Net investment hedge | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance : Accumulated other comprehensive loss for Omega OP | (7,110) | 0 | ||
Unrealized gain (loss) | (5,109) | 0 | ||
Ending balance : Accumulated other comprehensive loss for Omega OP | $ (12,219) | $ 0 | ||
[1] | These amounts are included in owners' equity. | |||
[2] | Recorded in interest expense on the Consolidated Statements of Operations. |
STOCKHOLDERS'_OWNERS' EQUITY (N
STOCKHOLDERS'/OWNERS' EQUITY (Narrative) (Detail) - Dividend Reinvestment and Common Stock Purchase Plan $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Dividend [Line Items] | |
Issuance of common stock (in shares) | shares | 0.2 |
Issuance of common stock, average price per share | $ / shares | $ 25.87 |
Gross proceeds from issuance of common stock | $ | $ 4.9 |
TAXES (Narrative) (Detail)
TAXES (Narrative) (Detail) $ in Millions | 1 Months Ended | 3 Months Ended | |
Dec. 22, 2017 | Mar. 31, 2018USD ($)Subsidiary | Mar. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |||
Percentage of minimum taxable income is distributed | 90.00% | ||
Number of subsidiary elected for treated as TRSs | Subsidiary | 2 | ||
Permitted ownership of a taxable REIT subsidiary ("TRS"), maximum percentage | 100.00% | ||
Net operating loss carry-forward | $ 5.8 | ||
Net operating loss carryforwards period | Carried forward for no more than 20 years | ||
State and local income tax provision | $ 0.1 | $ 1 | |
Provision for foreign income taxes | $ 0.4 | $ 0.1 | |
Tax Year 2017 | |||
Taxes [Line Items] | |||
U.S. federal corporate income tax rate under TCJA | 35.00% | ||
Latest Tax Year | |||
Taxes [Line Items] | |||
U.S. federal corporate income tax rate under TCJA | 21.00% |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2018USD ($)$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares/Units | shares | 3,194,405 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 16.07 | |
Total Compensation Cost | $ 51.3 | [1] |
Unrecognized Compensation Cost | $ 30.8 | [2] |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares/Units | shares | 440,322 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 30.86 | |
Total Compensation Cost | $ 13.6 | [1] |
Unrecognized Compensation Cost | $ 8.1 | [2] |
RSUs | 3/17/16 RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,016 | |
Shares/Units | shares | 130,006 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 34.78 | |
Total Compensation Cost | $ 4.5 | [1] |
Weighted Average Period of Expense Recognition | 33 months | |
Unrecognized Compensation Cost | $ 1.2 | [2] |
Vesting Dates | 12/31/2018 | |
RSUs | 1/1/2017 RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,017 | |
Shares/Units | shares | 140,416 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 31.26 | |
Total Compensation Cost | $ 4.4 | [1] |
Weighted Average Period of Expense Recognition | 36 months | |
Unrecognized Compensation Cost | $ 2.6 | [2] |
Vesting Dates | 12/31/2019 | |
RSUs | 1/1/2018 RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,018 | |
Shares/Units | shares | 169,900 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 27.54 | |
Total Compensation Cost | $ 4.7 | [1] |
Weighted Average Period of Expense Recognition | 36 months | |
Unrecognized Compensation Cost | $ 4.3 | [2] |
Vesting Dates | 12/31/2020 | |
TSR PRSUs and LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares/Units | shares | 1,638,002 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 10.80 | |
Total Compensation Cost | $ 17.7 | [1] |
Unrecognized Compensation Cost | $ 10.9 | [2] |
TSR PRSUs and LTIP Units | 3/31/15 2017 LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | shares | 137,249 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 14.66 | |
Total Compensation Cost | $ 2 | [1] |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 0.4 | [2] |
Performance Period | 1/1/2015-12/31/2017 | |
Vesting Dates | Quarterly in 2018 | |
TSR PRSUs and LTIP Units | 4/1/2015 2017 LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | shares | 53,387 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 14.81 | |
Total Compensation Cost | $ 0.8 | [1] |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 0.2 | [2] |
Performance Period | 1/1/2015-12/31/2017 | |
Vesting Dates | Quarterly in 2018 | |
TSR PRSUs and LTIP Units | 3/17/16 2018 LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,016 | |
Shares/Units | shares | 370,152 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 13.21 | |
Total Compensation Cost | $ 4.9 | [1] |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 2.2 | [2] |
Performance Period | 1/1/2016-12/31/2018 | |
Vesting Dates | Quarterly in 2019 | |
TSR PRSUs and LTIP Units | 1/1/2017 2019 LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,017 | |
Shares/Units | shares | 399,726 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 12.61 | |
Total Compensation Cost | $ 5 | [1] |
Weighted Average Period of Expense Recognition | 48 months | |
Unrecognized Compensation Cost | $ 3.5 | [2] |
Performance Period | 1/1/2017-12/31/2019 | |
Vesting Dates | Quarterly in 2020 | |
TSR PRSUs and LTIP Units | 1/1/2018 2020 LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,018 | |
Shares/Units | shares | 677,488 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 7.31 | |
Total Compensation Cost | $ 5 | [1] |
Weighted Average Period of Expense Recognition | 48 months | |
Unrecognized Compensation Cost | $ 4.6 | [2] |
Performance Period | 1/1/2018-12/31/2020 | |
Vesting Dates | Quarterly in 2021 | |
Relative TSR PRSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares/Units | shares | 1,116,081 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 17.97 | |
Total Compensation Cost | $ 20 | [1] |
Unrecognized Compensation Cost | $ 11.8 | [2] |
Relative TSR PRSUs | 3/31/15 2017 Relative TSR | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | shares | 137,249 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 22.50 | |
Total Compensation Cost | $ 3.1 | [1] |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 0.6 | [2] |
Performance Period | 1/1/2015-12/31/2017 | |
Vesting Dates | Quarterly in 2018 | |
Relative TSR PRSUs | 4/1/2015 2017 Relative TSR | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | shares | 53,387 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 22.92 | |
Total Compensation Cost | $ 1.2 | [1] |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 0.2 | [2] |
Performance Period | 1/1/2015-12/31/2017 | |
Vesting Dates | Quarterly in 2018 | |
Relative TSR PRSUs | 3/17/16 2018 Relative TSR | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,016 | |
Shares/Units | shares | 305,563 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 16.44 | |
Total Compensation Cost | $ 5 | [1] |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 2.3 | [2] |
Performance Period | 1/1/2016-12/31/2018 | |
Vesting Dates | Quarterly in 2019 | |
Relative TSR PRSUs | 1/1/2017 2019 Relative TSR | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,017 | |
Shares/Units | shares | 285,338 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 18.04 | |
Total Compensation Cost | $ 5.1 | [1] |
Weighted Average Period of Expense Recognition | 48 months | |
Unrecognized Compensation Cost | $ 3.5 | [2] |
Performance Period | 1/1/2017-12/31/2019 | |
Vesting Dates | Quarterly in 2020 | |
Relative TSR PRSUs | 1/1/2018 2020 Relative TSR | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,018 | |
Shares/Units | shares | 334,544 | |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 16.65 | |
Total Compensation Cost | $ 5.6 | [1] |
Weighted Average Period of Expense Recognition | 48 months | |
Unrecognized Compensation Cost | $ 5.2 | [2] |
Performance Period | 1/1/2018-12/31/2020 | |
Vesting Dates | Quarterly in 2021 | |
[1] | Total shares/units and compensation costs are net of shares/units cancelled. | |
[2] | This table excludes approximately $0.6 million of unrecognized compensation costs related to outstanding director restricted stock grants. |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 4.1 | $ 3.7 | |
Shares of restricted stock outstanding | 3,194,405 | ||
Unrecognized compensation cost | [1] | $ 30.8 | |
Percentage of operating partnership units distributions | 10.00% | ||
Restricted stock | Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 0.6 | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of restricted stock outstanding | 440,322 | ||
Unrecognized compensation cost | [1] | $ 8.1 | |
RSUs | January 1, 2018 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of restricted stock outstanding | 169,900 | ||
LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of restricted stock outstanding | 1,638,002 | ||
Unrecognized compensation cost | [1] | $ 10.9 | |
LTIP | January 1, 2018 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of restricted stock outstanding | 677,488 | ||
Relative TSR PRSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of restricted stock outstanding | 1,116,081 | ||
Unrecognized compensation cost | [1] | $ 11.8 | |
Relative TSR PRSUs | January 1, 2018 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of restricted stock outstanding | 334,544 | ||
[1] | This table excludes approximately $0.6 million of unrecognized compensation costs related to outstanding director restricted stock grants. |
BORROWING ACTIVITIES AND ARRA74
BORROWING ACTIVITIES AND ARRANGEMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | ||
Debt Instrument [Line Items] | |||
Total secured borrowings - net | [1],[2] | $ 52,775 | $ 53,098 |
Revolving line of credit | [1] | 355,000 | 290,000 |
Total term loans - net | [1] | 910,019 | 904,670 |
Total senior notes and other unsecured borrowings - net | [1] | 3,325,885 | 3,324,390 |
Total unsecured borrowings - net | [1] | 4,590,904 | 4,519,060 |
Total secured and unsecured borrowings - net | [1] | $ 4,643,679 | 4,572,158 |
HUD mortgages assumed December 2011 | |||
Debt Instrument [Line Items] | |||
Maturity | [3] | 2,044 | |
Rate | [3] | 3.06% | |
Long-term Debt, Gross | [1],[3] | $ 53,338 | 53,666 |
Deferred financing costs - net | [1] | $ (563) | (568) |
Revolving line of credit | |||
Debt Instrument [Line Items] | |||
Maturity | 2,021 | ||
Rate | 2.97% | ||
Revolving line of credit | [1] | $ 355,000 | 290,000 |
Term loan | |||
Debt Instrument [Line Items] | |||
Discounts and deferred financing costs - net | [1],[4] | $ (5,161) | (5,460) |
U.S. term loan | |||
Debt Instrument [Line Items] | |||
Maturity | 2,022 | ||
Rate | 3.33% | ||
Total term loans - net | [1] | $ 425,000 | 425,000 |
Sterling term loan | |||
Debt Instrument [Line Items] | |||
Maturity | [5] | 2,022 | |
Rate | [5] | 1.96% | |
Long-term Debt, Gross | [1],[5] | $ 140,180 | 135,130 |
Omega OP Term loan | |||
Debt Instrument [Line Items] | |||
Maturity | [2] | 2,022 | |
Rate | [2] | 3.33% | |
Long-term Debt, Gross | [1],[2] | $ 100,000 | 100,000 |
Deferred financing costs - net | $ (500) | ||
2015 term loan | |||
Debt Instrument [Line Items] | |||
Maturity | 2,022 | ||
Rate | 3.80% | ||
Long-term Debt, Gross | [1] | $ 250,000 | 250,000 |
Senior notes and other unsecured borrowings - net | |||
Debt Instrument [Line Items] | |||
Deferred financing costs - net | [1] | (25,179) | (26,037) |
Discount - net | [1] | $ (20,436) | (21,073) |
2023 notes | |||
Debt Instrument [Line Items] | |||
Maturity | 2,023 | ||
Rate | 4.375% | ||
Long-term Debt, Gross | [1] | $ 700,000 | 700,000 |
2024 notes | |||
Debt Instrument [Line Items] | |||
Maturity | 2,024 | ||
Rate | 4.95% | ||
Long-term Debt, Gross | [1] | $ 400,000 | 400,000 |
2025 notes | |||
Debt Instrument [Line Items] | |||
Maturity | 2,025 | ||
Rate | 4.50% | ||
Long-term Debt, Gross | [1] | $ 400,000 | 400,000 |
2026 notes | |||
Debt Instrument [Line Items] | |||
Maturity | 2,026 | ||
Rate | 5.25% | ||
Long-term Debt, Gross | [1] | $ 600,000 | 600,000 |
2027 notes | |||
Debt Instrument [Line Items] | |||
Maturity | 2,027 | ||
Rate | 4.50% | ||
Long-term Debt, Gross | [1] | $ 700,000 | 700,000 |
2028 notes | |||
Debt Instrument [Line Items] | |||
Maturity | 2,028 | ||
Rate | 4.75% | ||
Long-term Debt, Gross | [1] | $ 550,000 | 550,000 |
Other | |||
Debt Instrument [Line Items] | |||
Maturity | 2,018 | ||
Long-term Debt, Gross | [1] | $ 1,500 | 1,500 |
Subordinated debt | |||
Debt Instrument [Line Items] | |||
Maturity | 2,021 | ||
Rate | 9.00% | ||
Long-term Debt, Gross | [1] | $ 20,000 | $ 20,000 |
[1] | All borrowings are direct borrowings of Omega unless otherwise noted. | ||
[2] | These amounts represent borrowings that were incurred by Omega OP or wholly owned subsidiaries of Omega OP. | ||
[3] | Reflects the weighted average annual contractual interest rate on the mortgages at March 31, 2018 excluding a third-party administration fee of approximately 0.5% annually. Secured by real estate assets with a net carrying value of $62.0 million as of March 31, 2018. This borrowing was incurred by wholly owned subsidiaries of Omega OP. | ||
[4] | The amount includes $0.5 million of net deferred financing costs related to the Omega OP term loan as of March 31, 2018. | ||
[5] | This borrowing is denominated in British Pounds Sterling. |
BORROWING ACTIVITIES AND ARRA75
BORROWING ACTIVITIES AND ARRANGEMENTS (Parentheticals) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | ||
HUD mortgages assumed December 2011 | |||
Debt Instrument [Line Items] | |||
Percentage of third-party administration fee | 0.50% | ||
Real estate assets with a net carrying value | $ 62,000 | ||
Deferred financing costs - net | [1] | 563 | $ 568 |
Omega OP Term loan | |||
Debt Instrument [Line Items] | |||
Deferred financing costs - net | $ 500 | ||
[1] | All borrowings are direct borrowings of Omega unless otherwise noted. |
FINANCIAL INSTRUMENTS (Detail)
FINANCIAL INSTRUMENTS (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Assets: | |||
Investments in direct financing leases - net | $ 364,932 | $ 364,965 | |
Mortgage notes receivable - net | 653,319 | 671,232 | |
Other investments - net | 322,249 | 276,342 | |
Liabilities: | |||
Revolving line of credit | [1] | 355,000 | 290,000 |
Term loans - net | [1] | 910,019 | 904,670 |
HUD mortgages - net | [1],[2] | 52,775 | 53,098 |
Carrying Amount | |||
Assets: | |||
Investments in direct financing leases - net | 364,932 | 364,965 | |
Mortgage notes receivable - net | 653,319 | 671,232 | |
Other investments - net | 322,249 | 276,342 | |
Total | 1,340,500 | 1,312,539 | |
Liabilities: | |||
Revolving line of credit | 355,000 | 290,000 | |
U.S. term loan - net | 422,640 | 422,498 | |
Sterling term loan | 139,454 | 134,360 | |
Omega OP term loan - net | [2] | 99,455 | 99,423 |
2015 term loan - net | 248,470 | 248,390 | |
HUD mortgages - net | [2] | 52,775 | 53,098 |
Subordinated debt - net | 20,348 | 20,376 | |
Other | 1,500 | 1,500 | |
Total | 4,643,679 | 4,572,158 | |
Carrying Amount | 4.375% notes due 2023 | |||
Liabilities: | |||
Notes Payable | 693,766 | 693,474 | |
Carrying Amount | 4.95% notes due 2024 | |||
Liabilities: | |||
Notes Payable | 393,933 | 393,680 | |
Carrying Amount | 4.50% notes due 2025 | |||
Liabilities: | |||
Notes Payable | 394,831 | 394,640 | |
Carrying Amount | 5.25% notes due 2026 | |||
Liabilities: | |||
Notes Payable | 594,498 | 594,321 | |
Carrying Amount | 4.50% notes due 2027 | |||
Liabilities: | |||
Notes Payable | 686,882 | 686,516 | |
Carrying Amount | 4.75% notes due 2028 | |||
Liabilities: | |||
Notes Payable | 540,127 | 539,882 | |
Fair Value | |||
Assets: | |||
Investments in direct financing leases - net | 364,932 | 364,965 | |
Mortgage notes receivable - net | 676,377 | 686,772 | |
Other investments - net | 319,203 | 281,031 | |
Total | 1,360,512 | 1,332,768 | |
Liabilities: | |||
Revolving line of credit | 355,000 | 290,000 | |
U.S. term loan - net | 425,000 | 425,000 | |
Sterling term loan | 140,180 | 135,130 | |
Omega OP term loan - net | [2] | 100,000 | 100,000 |
2015 term loan - net | 250,000 | 250,000 | |
HUD mortgages - net | [2] | 48,836 | 51,817 |
Subordinated debt - net | 23,374 | 23,646 | |
Other | 1,500 | 1,500 | |
Total | 4,660,057 | 4,665,603 | |
Fair Value | 4.375% notes due 2023 | |||
Liabilities: | |||
Notes Payable | 699,864 | 711,190 | |
Fair Value | 4.95% notes due 2024 | |||
Liabilities: | |||
Notes Payable | 409,165 | 420,604 | |
Fair Value | 4.50% notes due 2025 | |||
Liabilities: | |||
Notes Payable | 390,893 | 399,874 | |
Fair Value | 5.25% notes due 2026 | |||
Liabilities: | |||
Notes Payable | 609,952 | 625,168 | |
Fair Value | 4.50% notes due 2027 | |||
Liabilities: | |||
Notes Payable | 672,610 | 681,007 | |
Fair Value | 4.75% notes due 2028 | |||
Liabilities: | |||
Notes Payable | $ 533,683 | $ 550,667 | |
[1] | All borrowings are direct borrowings of Omega unless otherwise noted. | ||
[2] | These amounts represent borrowings that were incurred by Omega OP or wholly owned subsidiaries of Omega OP. |
FINANCIAL INSTRUMENTS (Parenthe
FINANCIAL INSTRUMENTS (Parentheticals) (Detail) | Mar. 31, 2018 |
4.375% notes due 2023 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notes issued, interest rate | 4.375% |
4.95% notes due 2024 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notes issued, interest rate | 4.95% |
4.50% notes due 2025 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notes issued, interest rate | 4.50% |
5.25% notes due 2026 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notes issued, interest rate | 5.25% |
4.50% notes due 2027 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notes issued, interest rate | 4.50% |
4.75% notes due 2028 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notes issued, interest rate | 4.75% |
COMMITMENTS AND CONTINGENCIES78
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Mar. 31, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Total commitment | $ 671,829 | |
Amounts funded | (398,380) | [1] |
Remaining commitment | $ 273,449 | |
[1] | Includes finance costs. |
EARNINGS PER SHARE_UNIT - Compu
EARNINGS PER SHARE/UNIT - Computation of basic and diluted earnings per share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator: | ||
Net income | $ 87,933 | $ 109,112 |
Less: net income attributable to noncontrolling interests | (3,713) | (4,672) |
Net income available to common stockholders/Omega OP Unit holders | $ 84,220 | $ 104,440 |
Denominator: | ||
Denominator for basic earnings per share/unit | 198,911 | 197,013 |
Effect of dilutive securities: | ||
Common stock equivalents | 136 | 347 |
Noncontrolling interest - Omega OP Units | 8,769 | 8,814 |
Denominator for diluted earnings per share/unit | 207,816 | 206,174 |
Earnings per share - basic: | ||
Net income available to common stockholders (in dollars per share) | $ 0.42 | $ 0.53 |
Earnings per share/unit - diluted: | ||
Net income (in dollars per share) | $ 0.42 | $ 0.53 |
Omega OP | ||
Numerator: | ||
Net income | $ 87,933 | $ 109,112 |
Net income available to common stockholders/Omega OP Unit holders | $ 87,933 | $ 109,112 |
Denominator: | ||
Denominator for basic earnings per unit | 207,680 | 205,827 |
Effect of dilutive securities: | ||
Common stock equivalents | 136 | 347 |
Noncontrolling interest - Omega OP Units | 0 | 0 |
Denominator for diluted earnings per unit | 207,816 | 206,174 |
Earnings per unit - basic: | ||
Net income available to Omega OP Unit holders (in dollars per share) | $ 0.42 | $ 0.53 |
Earnings per unit - diluted: | ||
Net income (in dollars per share) | $ 0.42 | $ 0.53 |
SUPPLEMENTAL DISCLOSURE TO CO80
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of cash and cash equivalents and restricted cash: | ||||
Cash and cash equivalents | $ 71,231 | $ 85,937 | ||
Restricted cash | 7,868 | 10,871 | ||
Cash, cash equivalents and restricted cash at end of period | 79,099 | $ 52,547 | $ 96,808 | $ 107,276 |
Parent company | ||||
Reconciliation of cash and cash equivalents and restricted cash: | ||||
Cash and cash equivalents | 71,231 | 40,349 | ||
Restricted cash | 7,868 | 12,198 | ||
Cash, cash equivalents and restricted cash at end of period | 79,099 | 52,547 | ||
Supplemental information: | ||||
Interest paid during the period, net of amounts capitalized | 71,249 | 61,832 | ||
Taxes paid during the period | 913 | 1,173 | ||
Non cash investing activities | ||||
Non cash acquisition of real estate (See Note 2) | (880) | 0 | ||
Non cash investment in other investments | (600) | 0 | ||
Total | (1,480) | 0 | ||
Non cash financing activities | ||||
Change in fair value of cash flow hedges | 4,450 | (1,291) | ||
Remeasurement of debt denominated in a foreign currency | 5,050 | 0 | ||
Total | $ 9,500 | $ (1,291) |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2018USD ($)Facility | Jun. 30, 2018USD ($)Facility | Mar. 31, 2018USD ($)Facility | Mar. 31, 2017USD ($) | |
Subsequent Event [Line Items] | ||||
Number of facilities sold | Facility | 14 | |||
Net proceeds from sale of facilities | $ 74,745 | $ 45,848 | ||
Gain (loss) from sale of facilities | 17,500 | |||
Total cash proceeds | 74,700 | |||
Impairment loss on real estate properties | $ 4,914 | $ 7,638 | ||
Existing operator | ||||
Subsequent Event [Line Items] | ||||
Number of facilities held for sale | Facility | 5 | |||
Carrying value of facility held for sale | $ 15,000 | |||
Number of additional facilities sold | Facility | 2 | |||
Aggregate carrying value of facilities sold | $ 46,000 | |||
Total cash proceeds | $ 29,000 | |||
Subsequent event | ||||
Subsequent Event [Line Items] | ||||
Number of facilities sold | Facility | 20 | |||
Number of facilities held for sale | Facility | 17 | |||
Net proceeds from sale of facilities | $ 79,000 | |||
Gain (loss) from sale of facilities | $ 5,000 | |||
Number of facilities held for sale terminated | Facility | 5 | |||
Subsequent event | Existing operator | ||||
Subsequent Event [Line Items] | ||||
Number of facilities held for sale | Facility | 5 | |||
Number of facilities to be sold | Facility | 12 | |||
Aggregate carrying value of facilities sold | $ 25,000 | |||
Total cash proceeds | $ 22,000 | |||
Impairment loss on real estate properties | $ 20,000 |
SUBSEQUENT EVENTS (Detail Tex82
SUBSEQUENT EVENTS (Detail Textuals 1) - Subsequent event - Consensual out-of-court restructuring agreement - Signature Healthcare $ in Millions | 1 Months Ended | |
May 08, 2018USD ($) | May 07, 2018USD ($)Facility | |
Subsequent Event [Line Items] | ||
Deferred rent payment | $ 6.3 | |
Deferred period for payment of rent | 3 years | |
Number of facilities for capital expenditure | Facility | 59 | |
Capital expenditure for general maintenance and capital improvements | $ 4.5 | |
Period for capital expenditure | 3 years | |
Interest rate for working capital term loan | 7.00% | |
Working capital term loan | $ 25 | |
Working capital term loan maturity date | Apr. 30, 2025 | |
Master lease extension period | 2 years | |
Master lease expiration date | Dec. 31, 2030 | |
Contribution from third party guarantors to reduce outstanding contractual receivables | $ 7.8 | |
Proceeds from contribution by third party guarantors | $ 5 | |
Term note period | 1 year | |
Proceeds from term loan | $ 2.8 |