CONSOLIDATING FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 2013 |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ' |
CONSOLIDATING FINANCIAL STATEMENTS | ' |
NOTE 12 – CONSOLIDATING FINANCIAL STATEMENTS |
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As of September 30, 2013, we had outstanding (i) $200 million 7.5% Senior Notes due 2020, (ii) $575 million 6.75% Senior Notes due 2022 and (iii) $400 million 5.875% Senior Notes due 2024, which we collectively refer to as the Senior Notes. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of our subsidiaries that guarantee other indebtedness of Omega or any of the subsidiary guarantors. All of our subsidiaries that guarantee the Senior Notes also guarantee the 2012 Credit Facilities. Any subsidiary that we properly designate as an “unrestricted subsidiary” under the indentures governing the Senior Notes will not provide guarantees of the Senior Notes or of our 2012 Credit Facilities. |
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As of and prior to March 31, 2010, the non-guarantor subsidiaries were minor and insignificant. On June 29, 2010, we designated as “unrestricted subsidiaries” the 39 subsidiaries we acquired from CapitalSource subject to HUD indebtedness. During the fourth quarter of 2011, we designated as “unrestricted subsidiaries” 20 subsidiaries we acquired subject to HUD indebtedness, of which five subsidiaries were removed in July 2012 due to the retirement of the HUD related mortgages. During the fourth quarter of 2012, we designated as “unrestricted subsidiaries” eight subsidiaries we acquired subject to HUD indebtedness. In July 2013, we removed 11 subsidiaries due to the retirement of the HUD related debt. |
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For the nine months ended September 30, 2013 and 2012, the operating cash flow of the non-guarantor subsidiaries approximated net income of the non-guarantor subsidiaries, adjusted for depreciation and amortization expense. On March 26, 2013, the non-guarantor subsidiaries refinanced existing HUD mortgage debt on 12 properties in Arkansas for approximately $59.4 million. The refinanced amount included $58.9 million related to retiring the old HUD debt and $0.5 million of closing costs that were added to the new (refinanced) HUD debt. On May 31, 2013, we retired 11 HUD mortgages totaling $62.3 million ($51.0 million related to the outstanding principal of the 11 HUD mortgages and $11.3 million related to the unamortized premium for marking the debt to market on the date the debt was assumed and $0.2 million in prepayment fees). |
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In addition, the non-guarantor subsidiaries also made $3.4 million of routine principal payments during the nine months ended September 30, 2013. For the nine-month period ended September 30, 2012, the non-guarantor subsidiaries did not engage in investing or financing activities other than the principal payment of $2.3 million for the HUD mortgages on the facilities owned by the non-guarantor subsidiaries. All of the subsidiary guarantors of our outstanding Senior Notes and 2012 Credit Facilities, and all of our non-guarantor subsidiaries, are 100% owned by Omega. |
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The following summarized condensed consolidating financial information segregates the financial information of the non-guarantor subsidiaries from the financial information of Omega Healthcare Investors, Inc. and the subsidiary guarantors under the Senior Notes. The results and financial position of acquired entities are included from the dates of their respective acquisitions. |
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OMEGA HEALTHCARE INVESTORS, INC. |
CONSOLIDATING BALANCE SHEETS |
Unaudited |
(in thousands, except per share amounts) |
| | 30-Sep-13 | | | | | | | | | | | | | | | | | |
| | Issuer & Subsidiary Guarantors | | | Non-Guarantor Subsidiaries | | | Elimination Company | | | Consolidated | | | | | | | | | | | | | | | | | |
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ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate properties | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Land and buildings | | $ | 2,602,688 | | | $ | 457,500 | | | $ | - | | | $ | 3,060,188 | | | | | | | | | | | | | | | | | |
Less accumulated depreciation | | | (627,301 | ) | | | (48,384 | ) | | | - | | | | (675,685 | ) | | | | | | | | | | | | | | | | |
Real estate properties – net | | | 1,975,387 | | | | 409,116 | | | | - | | | | 2,384,503 | | | | | | | | | | | | | | | | | |
Mortgage notes receivable – net | | | 241,490 | | | | - | | | | - | | | | 241,490 | | | | | | | | | | | | | | | | | |
| | | 2,216,877 | | | | 409,116 | | | | - | | | | 2,625,993 | | | | | | | | | | | | | | | | | |
Other investments – net | | | 75,421 | | | | - | | | | - | | | | 75,421 | | | | | | | | | | | | | | | | | |
| | | 2,292,298 | | | | 409,116 | | | | - | | | | 2,701,414 | | | | | | | | | | | | | | | | | |
Assets held for sale – net | | | 1,020 | | | | - | | | | - | | | | 1,020 | | | | | | | | | | | | | | | | | |
Total investments | | | 2,293,318 | | | | 409,116 | | | | - | | | | 2,702,434 | | | | | | | | | | | | | | | | | |
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Cash and cash equivalents | | | 67,757 | | | | - | | | | - | | | | 67,757 | | | | | | | | | | | | | | | | | |
Restricted cash | | | 6,755 | | | | 22,026 | | | | - | | | | 28,781 | | | | | | | | | | | | | | | | | |
Accounts receivable – net | | | 136,101 | | | | 6,325 | | | | - | | | | 142,426 | | | | | | | | | | | | | | | | | |
Investment in affiliates | | | 107,535 | | | | - | | | | (107,535 | ) | | | - | | | | | | | | | | | | | | | | | |
Other assets | | | 46,829 | | | | 26,551 | | | | - | | | | 73,380 | | | | | | | | | | | | | | | | | |
Total assets | | $ | 2,658,295 | | | $ | 464,018 | | | $ | (107,535 | ) | | $ | 3,014,778 | | | | | | | | | | | | | | | | | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revolving line of credit | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | | | | | | | | | | | | | | | |
Term loan | | | 200,000 | | | | - | | | | - | | | | 200,000 | | | | | | | | | | | | | | | | | |
Secured borrowings | | | - | | | | 300,034 | | | | - | | | | 300,034 | | | | | | | | | | | | | | | | | |
Unsecured borrowings – net | | | 1,179,083 | | | | 20,930 | | | | - | | | | 1,200,013 | | | | | | | | | | | | | | | | | |
Accrued expenses and other liabilities | | | 89,214 | | | | 35,519 | | | | - | | | | 124,733 | | | | | | | | | | | | | | | | | |
Intercompany payable | | | - | | | | 85,438 | | | | (85,438 | ) | | | - | | | | | | | | | | | | | | | | | |
Total liabilities | | | 1,468,297 | | | | 441,921 | | | | (85,438 | ) | | | 1,824,780 | | | | | | | | | | | | | | | | | |
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Stockholders’ equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock | | | 11,952 | | | | - | | | | - | | | | 11,952 | | | | | | | | | | | | | | | | | |
Common stock – additional paid-in capital | | | 1,876,609 | | | | - | | | | - | | | | 1,876,609 | | | | | | | | | | | | | | | | | |
Cumulative net earnings | | | 879,443 | | | | 22,097 | | | | (22,097 | ) | | | 879,443 | | | | | | | | | | | | | | | | | |
Cumulative dividends paid | | | (1,578,006 | ) | | | - | | | | - | | | | (1,578,006 | ) | | | | | | | | | | | | | | | | |
Total stockholders’ equity | | | 1,189,998 | | | | 22,097 | | | | (22,097 | ) | | | 1,189,998 | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 2,658,295 | | | $ | 464,018 | | | | (107,535 | ) | | $ | 3,014,778 | | | | | | | | | | | | | | | | | |
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OMEGA HEALTHCARE INVESTORS, INC. |
CONSOLIDATING BALANCE SHEETS |
(in thousands, except per share amounts) |
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| | 31-Dec-12 | | | | | | | | | | | | | | | | | |
| | | | | Non – Guarantor Subsidiaries | | | Elimination Company | | | | | | | | | | | | | | | | | | | | |
Issuer & Subsidiary | Consolidated | | | | | | | | | | | | | | | | |
Guarantors | | | | | | | | | | | | | | | | | |
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ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate properties | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Land and buildings | | $ | 2,580,977 | | | $ | 457,576 | | | $ | — | | | $ | 3,038,553 | | | | | | | | | | | | | | | | | |
Less accumulated depreciation | | | (547,489 | ) | | | (32,884 | ) | | | — | | | | (580,373 | ) | | | | | | | | | | | | | | | | |
Real estate properties – net | | | 2,033,488 | | | | 424,692 | | | | — | | | | 2,458,180 | | | | | | | | | | | | | | | | | |
Mortgage notes receivable – net | | | 238,621 | | | | — | | | | — | | | | 238,621 | | | | | | | | | | | | | | | | | |
| | | 2,272,109 | | | | 424,692 | | | | — | | | | 2,696,801 | | | | | | | | | | | | | | | | | |
Other investments – net | | | 47,339 | | | | — | | | | — | | | | 47,339 | | | | | | | | | | | | | | | | | |
| | | 2,319,448 | | | | 424,692 | | | | — | | | | 2,744,140 | | | | | | | | | | | | | | | | | |
Assets held for sale – net | | | 1,020 | | | | — | | | | — | | | | 1,020 | | | | | | | | | | | | | | | | | |
Total investments | | | 2,320,468 | | | | 424,692 | | | | — | | | | 2,745,160 | | | | | | | | | | | | | | | | | |
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Cash and cash equivalents | | | 1,711 | | | | — | | | | — | | | | 1,711 | | | | | | | | | | | | | | | | | |
Restricted cash | | | 10,095 | | | | 26,565 | | | | — | | | | 36,660 | | | | | | | | | | | | | | | | | |
Accounts receivable – net | | | 121,488 | | | | 3,692 | | | | — | | | | 125,180 | | | | | | | | | | | | | | | | | |
Investment in affiliates | | | 115,835 | | | | — | | | | (115,835 | ) | | | — | | | | | | | | | | | | | | | | | |
Other assets | | | 49,153 | | | | 24,141 | | | | — | | | | 73,294 | | | | | | | | | | | | | | | | | |
Total assets | | $ | 2,618,750 | | | $ | 479,090 | | | | (115,835 | ) | | $ | 2,982,005 | | | | | | | | | | | | | | | | | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revolving line of credit | | $ | 158,000 | | | $ | — | | | $ | — | | | $ | 158,000 | | | | | | | | | | | | | | | | | |
Term loan | | | 100,000 | | | | — | | | | — | | | | 100,000 | | | | | | | | | | | | | | | | | |
Secured borrowings | | | 62,921 | | | | 303,617 | | | | — | | | | 366,538 | | | | | | | | | | | | | | | | | |
Unsecured borrowings – net | | | 1,179,345 | | | | 21,049 | | | | — | | | | 1,200,394 | | | | | | | | | | | | | | | | | |
Accrued expenses and other liabilities | | | 107,155 | | | | 38,589 | | | | — | | | | 145,744 | | | | | | | | | | | | | | | | | |
Intercompany payable | | | — | | | | 104,040 | | | | (104,040 | ) | | | — | | | | | | | | | | | | | | | | | |
Total liabilities | | | 1,607,421 | | | | 467,295 | | | | (104,040 | ) | | | 1,970,676 | | | | | | | | | | | | | | | | | |
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Stockholders’ equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock | | | 11,239 | | | | — | | | | — | | | | 11,239 | | | | | | | | | | | | | | | | | |
Common stock – additional paid-in capital | | | 1,664,855 | | | | — | | | | — | | | | 1,664,855 | | | | | | | | | | | | | | | | | |
Cumulative net earnings | | | 754,128 | | | | 11,795 | | | | (11,795 | ) | | | 754,128 | | | | | | | | | | | | | | | | | |
Cumulative dividends paid | | | (1,418,893 | ) | | | — | | | | — | | | | (1,418,893 | ) | | | | | | | | | | | | | | | | |
Total stockholders’ equity | | | 1,011,329 | | | | 11,795 | | | | (11,795 | ) | | | 1,011,329 | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 2,618,750 | | | $ | 479,090 | | | $ | (115,835 | ) | | $ | 2,982,005 | | | | | | | | | | | | | | | | | |
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OMEGA HEALTHCARE INVESTORS, INC. |
CONSOLIDATING STATEMENTS OF OPERATIONS |
Unaudited |
(in thousands, except per share amounts) |
|
| | | | | Nine Months Ended September 30, 2013 | |
Three Months Ended September 30, 2013 |
| | | | | Non – Guarantor Subsidiaries | | | | | | Consolidated | | | Issuer & Subsidiary Guarantors | | | Non – Guarantor Subsidiaries | | | | | | Consolidated | |
Issuer & Subsidiary Guarantors | | |
| Elimination | Elimination |
Revenue | | | | | | | | | | | | | | | | | | | | | | | | |
Rental income | | $ | 81,289 | | | $ | 12,548 | | | $ | - | | | $ | 93,837 | | | $ | 242,253 | | | $ | 37,762 | | | $ | - | | | $ | 280,015 | |
Mortgage interest income | | | 7,289 | | | | - | | | | - | | | | 7,289 | | | | 22,070 | | | | - | | | | - | | | | 22,070 | |
Other investment income – net | | | 2,175 | | | | - | | | | - | | | | 2,175 | | | | 5,341 | | | | - | | | | - | | | | 5,341 | |
Miscellaneous | | | - | | | | - | | | | - | | | | - | | | | 151 | | | | - | | | | - | | | | 151 | |
Total operating revenues | | | 90,753 | | | | 12,548 | | | | - | | | | 103,301 | | | | 269,815 | | | | 37,762 | | | | - | | | | 307,577 | |
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Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 27,034 | | | | 5,168 | | | | - | | | | 32,202 | | | | 80,885 | | | | 15,501 | | | | - | | | | 96,386 | |
General and administrative | | | 5,372 | | | | 90 | | | | - | | | | 5,462 | | | | 15,859 | | | | 283 | | | | - | | | | 16,142 | |
Acquisition costs | | | (9 | ) | | | - | | | | - | | | | (9 | ) | | | 134 | | | | - | | | | - | | | | 134 | |
Provision for uncollectible mortgages, notes and accounts receivable | | | 2,321 | | | | - | | | | - | | | | 2,321 | | | | 2,386 | | | | - | | | | - | | | | 2,386 | |
Total operating expenses | | | 34,718 | | | | 5,258 | | | | - | | | | 39,976 | | | | 99,264 | | | | 15,784 | | | | - | | | | 115,048 | |
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Income before other income and expense | | | 56,035 | | | | 7,290 | | | | - | | | | 63,325 | | | | 170,551 | | | | 21,978 | | | | - | | | | 192,529 | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | (4 | ) | | | 7 | | | | - | | | | 3 | | | | (1 | ) | | | 21 | | | | - | | | | 20 | |
Interest expense | | | (20,725 | ) | | | (3,767 | ) | | | - | | | | (24,492 | ) | | | (63,429 | ) | | | (11,687 | ) | | | - | | | | (75,116 | ) |
Interest – amortization of deferred financing costs | | | (694 | ) | | | (5 | ) | | | - | | | | (699 | ) | | | (2,069 | ) | | | (10 | ) | | | - | | | | (2,079 | ) |
Interest – refinancing gain (costs) | | | - | | | | - | | | | - | | | | - | | | | 11,112 | | | | - | | | | - | | | | 11,112 | |
Equity in earnings | | | 3,525 | | | | - | | | | (3,525 | ) | | | - | | | | 10,302 | | | | - | | | | (10,302 | ) | | | - | |
Total other expense | | | (17,898 | ) | | | (3,765 | ) | | | (3,525 | ) | | | (25,188 | ) | | | (44,085 | ) | | | (11,676 | ) | | | (10,302 | ) | | | (66,063 | ) |
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Income before gain on assets sold | | | 38,137 | | | | 3,525 | | | | (3,525 | ) | | | 38,137 | | | | 126,466 | | | | 10,302 | | | | (10,302 | ) | | | 126,466 | |
Loss on assets sold – net | | | - | | | | - | | | | - | | | | - | | | | (1,151 | ) | | | - | | | | - | | | | (1,151 | ) |
Net income (loss) available to common stockholders | | $ | 38,137 | | | $ | 3,525 | | | $ | (3,525 | ) | | $ | 38,137 | | | $ | 125,315 | | | $ | 10,302 | | | $ | (10,302 | ) | | $ | 125,315 | |
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OMEGA HEALTHCARE INVESTORS, INC. |
CONSOLIDATING STATEMENTS OF OPERATIONS |
Unaudited |
(in thousands, except per share amounts) |
|
| | | | | Nine Months Ended September 30, 2012 | |
Three Months Ended September 30, 2012 |
| | | | | Non – Guarantor Subsidiaries | | | | | | Consolidated | | | Issuer & Subsidiary Guarantors | | | Non – Guarantor Subsidiaries | | | | | | Consolidated | |
Issuer & Subsidiary Guarantors | Elimination | Elimination |
| Company | Company |
Revenue | | | | | | | | | | | | | | | | | | | | | | | | |
Rental income | | $ | 69,092 | | | $ | 9,078 | | | $ | - | | | $ | 78,170 | | | $ | 202,008 | | | $ | 27,365 | | | $ | - | | | $ | 229,373 | |
Mortgage interest income | | | 7,677 | | | | - | | | | - | | | | 7,677 | | | | 22,417 | | | | - | | | | - | | | | 22,417 | |
Other investment income – net | | | 1,238 | | | | - | | | | - | | | | 1,238 | | | | 3,533 | | | | - | | | | - | | | | 3,533 | |
Miscellaneous | | | 23 | | | | - | | | | - | | | | 23 | | | | 125 | | | | - | | | | - | | | | 125 | |
Total operating revenues | | | 78,030 | | | | 9,078 | | | | - | | | | 87,108 | | | | 228,083 | | | | 27,365 | | | | - | | | | 255,448 | |
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Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 24,220 | | | | 4,085 | | | | - | | | | 28,305 | | | | 70,457 | | | | 12,194 | | | | - | | | | 82,651 | |
General and administrative | | | 5,090 | | | | 83 | | | | - | | | | 5,173 | | | | 15,390 | | | | 263 | | | | - | | | | 15,653 | |
Acquisition costs | | | 483 | | | | - | | | | - | | | | 483 | | | | 686 | | | | - | | | | - | | | | 686 | |
Impairment loss on real estate properties | | | - | | | | - | | | | - | | | | - | | | | 272 | | | | - | | | | - | | | | 272 | |
Total operating expenses | | | 29,793 | | | | 4,168 | | | | - | | | | 33,961 | | | | 86,805 | | | | 12,457 | | | | - | | | | 99,262 | |
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Income before other income and expense | | | 48,237 | | | | 4,910 | | | | - | | | | 53,147 | | | | 141,278 | | | | 14,908 | | | | - | | | | 156,186 | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | - | | | | 6 | | | | - | | | | 6 | | | | 4 | | | | 18 | | | | - | | | | 22 | |
Interest expense | | | (20,602 | ) | | | (3,448 | ) | | | - | | | | (24,050 | ) | | | (61,290 | ) | | | (9,736 | ) | | | - | | | | (71,026 | ) |
Interest – amortization of deferred financing costs | | | (673 | ) | | | - | | | | - | | | | (673 | ) | | | (1,970 | ) | | | - | | | | - | | | | (1,970 | ) |
Interest – refinancing gain (costs) | | | - | | | | - | | | | - | | | | - | | | | (5,410 | ) | | | - | | | | - | | | | (5,410 | ) |
Equity in earnings | | | 1,468 | | | | - | | | | (1,468 | ) | | | - | | | | 5,190 | | | | - | | | | (5,190 | ) | | | - | |
Total other expense | | | (19,807 | ) | | | (3,442 | ) | | | (1,468 | ) | | | (24,717 | ) | | | (63,476 | ) | | | (9,718 | ) | | | (5,190 | ) | | | (78,384 | ) |
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Income before gain on assets sold | | | 28,430 | | | | 1,468 | | | | (1,468 | ) | | | 28,430 | | | | 77,802 | | | | 5,190 | | | | (5,190 | ) | | | 77,802 | |
Gain on assets sold – net | | | 1,689 | | | | - | | | | - | | | | 1,689 | | | | 8,973 | | | | - | | | | - | | | | 8,973 | |
Net income (loss) available to common stockholders | | $ | 30,119 | | | $ | 1,468 | | | $ | (1,468 | ) | | $ | 30,119 | | | $ | 86,775 | | | $ | 5,190 | | | $ | (5,190 | ) | | $ | 86,775 | |