Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 1-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | OMEGA HEALTHCARE INVESTORS INC | |
Entity Central Index Key | 888491 | |
Trading Symbol | ohi | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock Shares Outstanding | 182,683,520 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Real estate properties | ||
Land and buildings | $3,227,983 | $3,223,785 |
Less accumulated depreciation | -847,240 | -821,712 |
Real estate properties - net | 2,380,743 | 2,402,073 |
Investment in direct financing leases | 541,846 | 539,232 |
Mortgage notes receivable | 649,793 | 648,079 |
Real estate properties, total | 3,572,382 | 3,589,384 |
Other investments | 48,268 | 48,952 |
Total investments held, continuing operations | 3,620,650 | 3,638,336 |
Assets held for sale - net | 16,877 | 12,792 |
Total investments | 3,637,527 | 3,651,128 |
Cash and cash equivalents | 700,143 | 4,489 |
Restricted cash | 27,880 | 29,076 |
Accounts receivable - net | 176,877 | 168,176 |
Other assets | 55,593 | 68,776 |
Total assets | 4,598,020 | 3,921,645 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Revolving line of credit | 85,000 | |
Term loan | 200,000 | 200,000 |
Secured borrowings | 93,719 | 251,454 |
Unsecured borrowings - net | 2,333,657 | 1,842,049 |
Accrued expenses and other liabilities | 199,691 | 141,815 |
Total liabilities | 2,827,067 | 2,520,318 |
Stockholders' equity: | ||
Common stock $.10 par value authorized - 350,000 shares, issued and outstanding - 138,752 shares as of March 31, 2015 and 127,606 as of December 31, 2014 | 13,875 | 12,761 |
Common stock - additional paid-in capital | 2,580,248 | 2,136,234 |
Cumulative net earnings | 1,191,050 | 1,147,998 |
Cumulative dividends paid | -2,014,220 | -1,895,666 |
Total stockholders' equity | 1,770,953 | 1,401,327 |
Total liabilities and stockholders' equity | $4,598,020 | $3,921,645 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $0.10 | $0.10 |
Common stock, shares authorized | 350,000 | 200,000 |
Common stock, shares issued | 138,752 | 127,606 |
Common stock, shares outstanding | 138,752 | 127,606 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue | ||
Rental income | $100,964 | $95,918 |
Income from direct financing leases | 14,346 | 14,084 |
Mortgage interest income | 16,579 | 9,326 |
Other investment income - net | 1,531 | 1,673 |
Total operating revenues | 133,420 | 121,001 |
Expenses | ||
Depreciation and amortization | 30,610 | 31,444 |
General and administrative | 6,014 | 6,497 |
Acquisition costs | 4,868 | 95 |
Impairment loss on real estate properties | 5,982 | |
Provisions for uncollectible mortgages, notes and accounts receivable | -2 | -16 |
Total operating expenses | 47,472 | 38,020 |
Income before other income and expense | 85,948 | 82,981 |
Other income (expense) | ||
Interest income | 193 | 8 |
Interest expense | -32,359 | -27,081 |
Interest - amortization of deferred financing costs | -1,353 | -922 |
Interest - refinancing costs | -9,377 | -2,040 |
Total other expense | -42,896 | -30,035 |
Income before gain on assets sold | 43,052 | 52,946 |
Gain on assets sold - net | 2,883 | |
Net income available to common stockholders | $43,052 | $55,829 |
Basic: | ||
Net income (in dollars per share) | $0.32 | $0.45 |
Diluted: | ||
Net income (in dollars per share) | $0.32 | $0.45 |
Dividends declared per common share (in dollars per share) | $0.89 | $0.49 |
Weighted-average shares outstanding, basic (in shares) | 134,346 | 124,459 |
Weighted-average shares outstanding, diluted (in shares) | 134,806 | 124,822 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Unaudited (USD $) | Common Stock Par Value | Additional Paid-in Capital | Cumulative Net Earnings | Cumulative Dividends | Total |
In Thousands, unless otherwise specified | |||||
Balance (127,606 common shares) at Dec. 31, 2014 | $12,761 | $2,136,234 | $1,147,998 | ($1,895,666) | $1,401,327 |
Increase (Decrease) In Stockholders' Equity [Roll Forward] | |||||
Amortization of restricted stock | 1,551 | 1,551 | |||
Vesting of restricted stock to company executives, net of tax withholdings (85 shares) | 8 | -1,914 | -1,906 | ||
Dividend reinvestment plan (135 shares at $40.13 per share) | 13 | 5,401 | 5,414 | ||
Grant of stock as payment of directors fees (1 share at an average of $40.61 per share) | 50 | 50 | |||
Issuance of common stock (10,925 shares at an average of $40.32 per share) | 1,093 | 438,926 | 440,019 | ||
Net income | 43,052 | 43,052 | |||
Common dividends declared ($0.89 per share) | -118,554 | -118,554 | |||
Balance (138,752 common shares) at Mar. 31, 2015 | $13,875 | $2,580,248 | $1,191,050 | ($2,014,220) | $1,770,953 |
CONSOLIDATED_STATEMENT_OF_STOC1
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Unaudited (Parentheticals) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 |
Increase (Decrease) In Stockholders' Equity [Roll Forward] | |
Balance (in shares) | 127,606 |
Vesting of restricted stock, net of tax withholdings (in shares) | 85 |
Shares issued under Dividend Reinvestment and Common Stock Purchase Program | 135 |
Dividend reinvestment plan, shares issued, price per share (in dollars per share) | $40.13 |
Grant of stock as payment of fees (in shares) | 1 |
Grant of stock as payment of fees (in dollars per share) | $40.61 |
Issuance of common stock (in shares) | 10,925 |
Issuance of common stock (in dollars per shares) | $40.32 |
Common dividends, (in dollars per share) | $0.89 |
Balance (in shares) | 138,752 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities | ||
Net income | $43,052 | $55,829 |
Adjustment to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 30,610 | 31,444 |
Provision for impairment on real estate properties | 5,982 | |
Provision for uncollectible mortgages, notes and accounts receivable | -2 | |
Amortization of deferred financing and debt extinguishment costs | 10,730 | 2,962 |
Accretion of direct financing leases | -2,614 | -2,350 |
Stock-based compensation | 1,610 | 2,263 |
Gain on assets sold - net | -2,883 | |
Amortization of acquired in-place leases - net | -1,192 | -1,287 |
Change in operating assets and liabilities - net of amounts assumed/acquired: | ||
Accounts receivable, net | -196 | -431 |
Straight-line rent receivables | -5,275 | -5,324 |
Lease inducements | -2,110 | 715 |
Effective yield receivable on mortgage notes | -1,120 | -319 |
Other operating assets and liabilities | 23,819 | -2,563 |
Net cash provided by operating activities | 103,294 | 78,056 |
Cash flows from investing activities | ||
Acquisition of real estate - net of liabilities assumed and escrows acquired | -6,300 | -4,700 |
Investment in construction in progress | -5,851 | |
Placement of mortgage loans | -2,002 | -113,114 |
Proceeds from sale of real estate investments | 255 | 3,631 |
Capital improvements to real estate investments | -5,604 | -3,334 |
Proceeds from other investments | 2,155 | 1,067 |
Investments in other investments | -1,468 | -4,065 |
Collection of mortgage principal | 288 | 132 |
Net cash used in investing activities | -18,527 | -120,383 |
Cash flows from financing activities | ||
Proceeds from credit facility borrowings | 6,000 | 120,000 |
Payments on credit facility borrowings | -91,000 | -446,000 |
Receipts of other long-term borrowings | 689,822 | 594,320 |
Payments of other long-term borrowings | -347,883 | -201,238 |
Payments of financing related costs | -21,318 | -4,155 |
Receipts from dividend reinvestment plan | 5,414 | 31,540 |
Payments for exercised options and restricted stock - net | -1,906 | -530 |
Net proceeds from issuance of common stock | 440,019 | 27,818 |
Dividends paid | -68,261 | -61,670 |
Net cash provided by financing activities | 610,887 | 60,085 |
Increase in cash and cash equivalents | 695,654 | 17,758 |
Cash and cash equivalents at beginning of period | 4,489 | 2,616 |
Cash and cash equivalents at end of period | 700,143 | 20,374 |
Interest paid during the period, net of amounts capitalized | 25,829 | 26,243 |
Non-cash financing activities: | ||
Accrued dividends | $50,221 |
BASIS_OF_PRESENTATION_AND_SIGN
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Business Overview | |||||||||
Omega Healthcare Investors, Inc. (“Omega” or the “Company”) has one reportable segment consisting of investments in healthcare-related real estate properties. Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”) located in the United States. 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. | |||||||||
Basis of Presentation | |||||||||
The accompanying unaudited consolidated financial statements for Omega 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. We have evaluated all subsequent events through the date of the filing of this Form 10-Q. 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. | |||||||||
Our consolidated financial statements include the accounts of (i) Omega and (ii) all direct and indirect wholly owned subsidiaries of Omega. All inter-company accounts and transactions have been eliminated in consolidation of the financial statements. | |||||||||
On April 1, 2015, Aviv REIT Inc., a Maryland corporation (“Aviv”), merged (the “Merger”) with and into a wholly owned subsidiary of Omega, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 30, 2014 (the “Merger Agreement”), by and among the Company, Aviv, OHI Healthcare Properties Holdco, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Omega (“Merger Sub”), OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (“Omega OP” or the “ Operating Partnership”), and Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Aviv OP”). | |||||||||
Prior to April 1, 2015 and in accordance with the Merger Agreement, Omega restructured the manner in which it holds its assets by converting to an umbrella partnership real estate investment trust structure (the “UPREIT Conversion”). As a result of UPREIT conversion, substantially all of the Company’s assets are held by an Operating Partnership which is a subsidiary of the Company. See Note 15 – Subsequent Events for more details. | |||||||||
Recent Accounting Pronouncements | |||||||||
Amendments to the Consolidation Analysis | |||||||||
In February 2015, the Financial Accounting Standards Board (“FASB”) issued updated guidance that makes targeted amendments to the current consolidation accounting guidance. The update is in response to accounting complexity concerns, particularly from the asset management industry. The guidance simplifies consolidation accounting by reducing the number of approaches to consolidation, provides a scope exception to registered money market funds and similar unregistered money market funds and ends the indefinite deferral granted to investment companies from applying the variable interest entity guidance. | |||||||||
The updated guidance is effective for annual and interim periods beginning after December 15, 2015. The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity. | |||||||||
Presentation of Debt Issuance Costs | |||||||||
In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity. | |||||||||
Revenue Recognition | |||||||||
In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The effective date is for periods beginning after December 15, 2016. We are currently evaluating the impact, if any, the adoption of this standard will have on our consolidated financial statements. | |||||||||
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 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 or renewal of the lease, 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 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 or existence of lease inducements, we generally provide an allowance for straight-line accounts receivable and/or the lease inducements when certain conditions or indicators of adverse collectability are present. | |||||||||
A summary of our net receivables by type is as follows: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Contractual receivables | $ | 4,969 | $ | 4,799 | |||||
Effective yield interest receivables | 7,352 | 6,232 | |||||||
Straight-line receivables | 148,927 | 143,652 | |||||||
Lease inducements | 15,681 | 13,571 | |||||||
Allowance | (52 | ) | (78 | ) | |||||
Accounts receivable – net | $ | 176,877 | $ | 168,176 | |||||
We continuously evaluate the payment history and financial strength of our operators and have historically established allowance reserves for straight-line rent adjustments for operators that do not meet our requirements. We consider factors such as payment history and the operator’s financial condition as well as current and future anticipated operating trends when evaluating whether to establish allowance reserves. |
PROPERTIES_AND_INVESTMENTS
PROPERTIES AND INVESTMENTS | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Real Estate [Abstract] | |||||||||
PROPERTIES AND INVESTMENTS | NOTE 2 – PROPERTIES AND INVESTMENTS | ||||||||
In the ordinary course of our business activities, we periodically evaluate investment opportunities and extend credit to customers. We also regularly engage in lease and/or loan extensions and modifications. Additionally, we actively monitor and manage our investment portfolio with the objectives of improving credit quality and increasing investment returns. In connection with our portfolio management, we may engage in various collection and foreclosure activities. | |||||||||
Leased Property | |||||||||
Our leased real estate properties, represented by 421 SNFs, 22 assisted living facilities (“ALFs”) and 11 specialty facilities at March 31, 2015, are leased under provisions of single or master leases with initial terms typically ranging from 5 to 15 years, plus renewal options. 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 2.5%; (ii) an increase based on the change in pre-determined formulas from year to year (i.e., such as 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. | |||||||||
$6.8 Million New Investment in Q1 2015 | |||||||||
On January 28, 2015, we purchased one SNF from an unrelated third party for approximately $6.3 million in cash and leased it to an existing operator. The purchase and sale agreement includes a provision that requires us to make an additional payment of $0.5 million to the seller if certain financial metrics of the facility are achieved. As a result, we recorded the potential $0.5 million payment as part of the purchase price. The 93 bed SNF, located in Texas, was added to the operator’s existing master lease with an initial annual cash yield of 9.5%. | |||||||||
Pro Forma Acquisition Results | |||||||||
The facilities acquired in 2015 and 2014 are included in our results of operations from the date of acquisition. The following unaudited pro forma results of operations reflect the impact of first quarter 2015 and 2014 transactions as if they occurred on January 1, 2014. For a list of the 2014 transactions, refer to Note 3 – Properties in our 2014 Form 10-K. In the opinion of management, all significant necessary adjustments to reflect the effect of the acquisitions have been made. The following pro forma information does not reflect acquisition of Aviv and is not indicative of future operations. | |||||||||
Pro Forma | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(in thousands, except per share amounts, unaudited) | |||||||||
Revenues | $ | 133,478 | $ | 123,827 | |||||
Net income available to common stockholders | $ | 43,085 | $ | 56,923 | |||||
Earnings per share – diluted: | |||||||||
Net income available to common stockholders – as reported | $ | 0.32 | $ | 0.45 | |||||
Net income available to common stockholders – pro forma | $ | 0.32 | $ | 0.46 | |||||
Asset Sales, Impairments and Other | |||||||||
During the three-month period ended March 31, 2015, we initiated plans to construct a new single facility with an existing operator that would consolidate and replace three existing facilities. As a result, we recorded a total of $6.0 million in impairment charges related to three Florida SNFs to reduce their net book values to their estimated sales price. | |||||||||
During the three-month period ended March 31, 2015, we reclassified one SNF in Alabama with a carrying value of approximately $4.1 million to assets held for sale. | |||||||||
Mortgage Notes Receivables | |||||||||
Our mortgage notes receivables relate to 14 fixed-rate mortgages on 53 SNFs and two ALFs. 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 five states, which are operated by five independent healthcare operating companies. We monitor compliance with mortgages and when necessary have initiated collection, foreclosure and other proceedings with respect to certain outstanding loans. As of March 31, 2015, none of our mortgages were in default or in foreclosure proceedings. Where appropriate, the mortgaged properties are generally cross-collateralized with the master lease agreement with the same operator. | |||||||||
Mortgage interest income is recognized as earned over the terms of the related mortgage notes, 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 application of security deposits. |
ASSETS_HELD_FOR_SALE
ASSETS HELD FOR SALE | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |||||||||
ASSETS HELD FOR SALE | NOTE 3 – ASSETS HELD FOR SALE | ||||||||
Properties Held For Sale | |||||||||
Number of Properties | Net Book Value (in thousands) | ||||||||
December 31, 2014 (1) | 4 | $ | 12,792 | ||||||
Properties sold | — | — | |||||||
Properties added | 1 | 4,085 | |||||||
March 31, 2015 (2) | 5 | $ | 16,877 | ||||||
(1) Includes one parcel of land and three facilities. | |||||||||
(2) Included one parcel of land and four facilities. | |||||||||
As mentioned above in Note 2 – Properties and Investments, in the first quarter of 2015, we reclassified one SNF in Alabama with a carrying value of approximately $4.1 million to assets held for sale. |
DIRECT_FINANCING_LEASES
DIRECT FINANCING LEASES | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Leases, Capital [Abstract] | |||||||||
DIRECT FINANCING LEASES | NOTE 4 – DIRECT FINANCING LEASES | ||||||||
The components of investment in direct financing leases consist of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Minimum lease payments receivable | $ | 4,232,317 | $ | 4,244,067 | |||||
Estimated residual values | — | — | |||||||
Less unearned income | (3,690,471 | ) | (3,704,835 | ) | |||||
Investment in direct financing leases | $ | 541,846 | $ | 539,232 | |||||
Properties subject to direct financing leases | 56 | 56 | |||||||
On November 27, 2013, we closed on 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”), 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 market value at the time. | |||||||||
The 56 facilities represent 5,623 licensed beds located in 12 states, predominantly in the southeastern United States. The 56 facilities are separated by region and divided amongst four cross-defaulted master leases. The four regions include the Southeast (39 facilities), the Northwest (7 facilities), Texas (9 facilities) and Indiana (1 facility). As of March 31, 2015, the following minimum rents are due under our direct financing leases for the next five years (in thousands): | |||||||||
Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |||||
$47,000 | $47,128 | $47,778 | $48,972 | $50,197 |
OTHER_INVESTMENTS
OTHER INVESTMENTS | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Receivables [Abstract] | |||||||||
OTHER INVESTMENTS | NOTE 5 – OTHER INVESTMENTS | ||||||||
A summary of our other investments is as follows: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Other investment notes due 2015 | $ | 91 | $ | 141 | |||||
Other investment notes due 2021 - 2023 | 17,413 | 16,182 | |||||||
$31.5 million other investment note due 2017 | 23,500 | 23,500 | |||||||
$2.5 million other investment note due 2014 | — | 1,640 | |||||||
$6.0 million other investment note due 2015 | 5,439 | 5,439 | |||||||
$1.3 million other investment note due 2017 | 1,300 | 1,300 | |||||||
$0.9 million other investment note due 2015 | 525 | 750 | |||||||
Notes receivable, gross(1) | 48,268 | 48,952 | |||||||
Allowance for loss on notes receivable | — | — | |||||||
Total other investments | $ | 48,268 | $ | 48,952 | |||||
-1 | The majority of these notes bear interest at approximately 10% annually. | ||||||||
$2.5 Million Other Investment note due 2014 Payoff | |||||||||
In May 2013, we entered into a $2.5 million working capital note at 6% interest rate with an existing operator. The loan was paid off in March 2015. |
CONCENTRATION_OF_RISK
CONCENTRATION OF RISK | 3 Months Ended |
Mar. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF RISK | NOTE 6 – CONCENTRATION OF RISK |
As of March 31, 2015, our portfolio of real estate investments consisted of 569 healthcare facilities, located in 38 states and operated by 50 third-party operators. Our gross investment in these facilities, net of impairments and before reserve for uncollectible loans, totaled approximately $4.4 billion at March 31, 2015, with approximately 99% of our real estate investments related to long-term care facilities. Our portfolio is made up of 474 SNFs, 23 ALFs, 11 specialty facilities, fixed rate mortgages on 53 SNFs and two ALFs, and six SNFs that are closed/held-for-sale. At March 31, 2015, we also held miscellaneous investments of approximately $48.3 million, consisting primarily of secured loans to third-party operators of our facilities. | |
At March 31, 2015, we had investments with one operator and/or manager that exceeded 10% of our total investments: New Ark (13%). The three states in which we had our highest concentration of investments were Florida (14%), Michigan (10%) and Ohio (9%) at March 31, 2015. | |
For the three-month period ended March 31, 2015, our revenues from operations totaled $133.4 million, of which approximately $15.3 million were from New Ark (11%) and $13.8 million were from Genesis HealthCare (“Genesis”) (10%). No other operator generated more than 10% of our revenues from operations for the three-month period ended March 31, 2015. |
DIVIDENDS_AND_STOCKHOLDERS_EQU
DIVIDENDS AND STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2015 | |
Dividends [Abstract] | |
DIVIDENDS AND STOCKHOLDERS' EQUITY | NOTE 7 – DIVIDENDS AND STOCKHOLDERS’ EQUITY |
On April 15, 2015, our Board of Directors declared a prorated dividend of $0.18 per share of Omega’s common stock in view of the completed acquisition of Aviv, pursuant to the Merger. The per share dividend amount payable by Omega represents dividends for April 2015, at a quarterly dividend rate of $0.54 per share of common stock, representing an increase of $0.01 per share over the quarterly dividend rate for the immediately preceding quarterly period. The $0.18 dividend will be payable in cash on May 15, 2015 to stockholders of record as of the close of business on April 30, 2015. | |
On March 5, 2015, the Board of Directors declared a prorated dividend of $0.36 per share of Omega’s common stock in view of the pending acquisition of Aviv, pursuant to the Merger. The per share dividend amount represented dividends for February and March 2015, at a quarterly dividend rate of $0.54 per share of common stock, representing an increase of $0.01 per share over the quarterly dividend rate for the immediately preceding quarterly period. The dividend was paid in cash on April 7, 2015 to stockholders of record as of the close of business on March 31, 2015. | |
On January 14, 2015, the Board of Directors declared a common stock dividend of $0.53 per share, increasing the quarterly common dividend by $0.01 per share over the prior quarter, which was paid February 16, 2015 to common stockholders of record on February 2, 2015. | |
Increase of Authorized Omega Common Stock | |
On March 27, 2015, Omega amended its charter to increase the number of authorized shares of Omega capital stock from 220 million to 370 million and the number of authorized shares of Omega common stock from 200 million to 350 million. | |
10.925 Million Common Stock Offering | |
On February 9, 2015, we completed an underwritten public offering of 10.925 million shares of our common stock at $42.00 per share before underwriting and other offering expenses. The Company’s total net proceeds from the offering were approximately $440 million, after deducting underwriting discounts and commissions and other estimated offering expenses. | |
Dividend Reinvestment and Common Stock Purchase Plan | |
For the three-month period ended March 31, 2015, approximately 0.1 million shares of our common stock at an average price of $40.13 per share were issued through our Dividend Reinvestment and Common Stock Purchase Program for gross proceeds of approximately $5.4 million. |
TAXES
TAXES | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
TAXES | NOTE 8 – TAXES |
So long as we qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code (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. On a quarterly and annual basis, we test our compliance within the REIT taxation rules to ensure that we are in compliance with the REIT rules. | |
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”). Currently, we have one TRS that is taxable as a corporation and pays federal, state and local income tax on its net income at the applicable corporate rates. As of March 31, 2015, the TRS had a net operating loss carry-forward of approximately $1.0 million. The loss carry-forward is fully reserved with a valuation allowance as of March 31, 2015. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended | |||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ||||||||||||||||||||||
STOCK-BASED COMPENSATION | NOTE 9 – STOCK-BASED COMPENSATION | |||||||||||||||||||||
The following is a summary of our stock-based compensation expense for the three- month periods ended March 31, 2015 and 2014, respectively: | ||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||
March 31, | ||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||
Stock-based compensation expense | $ | 1,610 | $ | 2,263 | ||||||||||||||||||
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 employment or a change in control of the Company. Prior to vesting, ownership of the shares/units cannot be transferred. The restricted stock has the same dividend and voting rights as our common stock. RSUs accrue dividend equivalents but have no voting rights. 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. | ||||||||||||||||||||||
On December 31, 2013, we granted 213,741 RSUs to employees. The RSUs vest ratably over the three year period ending December 31, 2016, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. In December 2014, 71,247 shares of restricted stock vested and were distributed to employees. | ||||||||||||||||||||||
On January 1, 2014, we granted 122,137 RSUs to employees. The RSUs vest on December 31, 2016, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. | ||||||||||||||||||||||
On March 31, 2015, we granted 123,693 RSUs to employees. The RSUs vest on December 31, 2017, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. | ||||||||||||||||||||||
Performance Restricted Stock Units | ||||||||||||||||||||||
Performance restricted stock units (“PRSUs”) 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 awarded in January 2011, January 2013, December 2013 and January 2014 have varying degrees of performance requirements to achieve vesting, and each PRSU award represents the right to a variable number of shares of common stock based on performance and related dividend equivalents based on dividends paid to stockholders during the applicable performance period. The vesting requirements are based on either the (i) total shareholders return (“TSR”) of Omega or (ii) Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index. We expense the cost of these awards ratably over their service period. | ||||||||||||||||||||||
Prior to vesting and distribution of shares, ownership of the PRSUs cannot be transferred. The dividends on the PRSUs accumulate and if vested are paid when the shares are distributed to the employee. | ||||||||||||||||||||||
2011 PRSU Grant (for Performance Periods 2011 through 2013) | ||||||||||||||||||||||
In January 2011, we awarded PRSUs to employees, including: (i) 279,552 multi-year absolute TSR PRSUs and (ii) 93,183 multi-year relative TSR PRSUs. On January 1, 2013, we awarded to employees 124,244 annual TSR PRSUs for the year ended December 31, 2013 (“2013 Annual TSR PRSUs”). | ||||||||||||||||||||||
2013 Annual TSR PRSUs | ||||||||||||||||||||||
The TSR goal for the 2013 Annual TSR PRSUs was achieved at the high level and 124,244 shares vested and were distributed to the employees in January 2014. | ||||||||||||||||||||||
Multi-year TSR PRSUs (for the 2011- 2013 Performance Period) | ||||||||||||||||||||||
The number of shares earned under the multi-year TSR PRSUs depended generally on the level of achievement of TSR for the three years ended December 31, 2013. In January 2014, our Board of Directors reviewed the performance and determined the performance targets were met at the high level. The multi-year TSR PRSUs vested 25% on the last day of each calendar quarter in 2014, and were distributed in 2014. | ||||||||||||||||||||||
Multi-year Relative TSR PRSUs (for the 2011- 2013 Performance Period) | ||||||||||||||||||||||
The number of shares earned under the multi-year relative TSR PRSUs depended generally on the level of achievement of TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index for the three-years ended December 31, 2013. In January 2014, our Board of Directors reviewed the performance and determined the performance targets were met at the high level. The multi-year relative TSR PRSUs vested 25% on the last day of each calendar quarter in 2014 and were distributed in 2014. | ||||||||||||||||||||||
December 31, 2013 PRSU Grant (for 2013- 2016 Performance Periods) | ||||||||||||||||||||||
In December 2013, we awarded six types of PRSUs to employees: (i) 77,371 PRSUs that vest based on TSR for the one year period starting December 31, 2013 and ending December 31, 2014 (“2014 Transition TSR PRSUs”), (ii) 77,369 PRSUs that vest based on the TSR for the two year period starting December 31, 2013 and ending December 31, 2015 (“2015 Transition TSR PRSUs”), (iii) 115,785 PRSUs that vest based on TSR for the three year period starting December 31, 2013 and ending December 31, 2016 (“2016 Transition TSR PRSUs”), (iv) 77,371 PRSUs that vest based on relative TSR for the one year period starting December 31, 2013 and ending December 31, 2014 (“2014 Transition Relative TSR PRSUs”), (v) 77,368 Transition PRSUs that vest based on relative TSR for the two year period starting December 31, 2013 and ending December 31, 2015 (“2015 Transition Relative TSR PRSUs”), and (vi) 115,781 PRSUs that vest based on relative TSR for the three year period starting December 31, 2013 and ending December 31, 2016 (“2016 Transition Relative TSR PRSUs”). | ||||||||||||||||||||||
2014 Transition TSR PRSUs | ||||||||||||||||||||||
The number of shares earned under the 2014 Transition TSR PRSUs depended generally on the level of achievement of Omega’s TSR for the period beginning December 31, 2013 and ending December 31, 2014. The 2014 Transition TSR PRSUs vested on December 31, 2014. In January 2015, our Board of Directors reviewed the performance and determined the performance targets were met at the “high” level and the shares were distributed in January 2015. | ||||||||||||||||||||||
2015 Transition TSR PRSUs | ||||||||||||||||||||||
The number of shares earned under the 2015 Transition TSR PRSUs depends generally on the level of achievement of Omega’s TSR for the period beginning December 31, 2013 and ending December 31, 2015. The 2015 Transition TSR PRSUs vest on December 31, 2015, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. | ||||||||||||||||||||||
2016 Transition TSR PRSUs | ||||||||||||||||||||||
The number of shares earned under the 2016 Transition TSR PRSUs depends generally on the level of achievement of Omega’s TSR for the period beginning December 31, 2013 and ending December 31, 2016. The 2016 Transition TSR PRSUs vest on December 31, 2016, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. | ||||||||||||||||||||||
2014 Transition Relative TSR PRSUs | ||||||||||||||||||||||
The number of shares earned under the 2014 Transition Relative TSR PRSUs depended generally on the level of achievement of TSR relative to the MSCI U.S. REIT Index for the period beginning December 31, 2013 and ended December 31, 2014. The 2014 Transition Relative TSR PRSUs vested on December 31, 2014. In January 2015, our Board of Directors reviewed the performance and determined that 61,769 shares were earned. The shares were distributed in January 2015. | ||||||||||||||||||||||
2015 Transition Relative TSR PRSUs | ||||||||||||||||||||||
The number of shares earned under the 2015 Transition Relative TSR PRSUs depends generally on the level of achievement of TSR relative to MSCI U.S. REIT Index for the period beginning December 31, 2013 and ending December 31, 2015. The 2015 Transition Relative TSR PRSUs vest on December 31, 2015, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. | ||||||||||||||||||||||
2016 Transition Relative TSR PRSUs | ||||||||||||||||||||||
The number of shares earned under the 2016 Transition Relative TSR PRSUs depends generally on the level of achievement of TSR relative to MSCI U.S. REIT Index for the period beginning December 31, 2013 and ending December 31, 2016. The 2016 Transition Relative TSR PRSUs vest on December 31, 2016, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. | ||||||||||||||||||||||
January 2014 PRSU Grant (for 2014- 2016 Performance Periods) | ||||||||||||||||||||||
In January 2014, we awarded two types of PRSUs to employees: (i) 154,584 PRSUs that vest based on TSR for the three year period starting January 1, 2014 and ending December 31, 2016 (“2016 TSR PRSUs”), and (ii) 154,584 PRSUs that vest based on relative TSR for the three year period starting January 1, 2014 and ending December 31, 2016 (“2016 Relative TSR PRSUs”). | ||||||||||||||||||||||
2016 TSR PRSUs | ||||||||||||||||||||||
The number of shares earned under the 2016 TSR PRSUs depends generally on the level of achievement of Omega’s TSR for the period beginning January 1, 2014 and ending December 31, 2016. The 2016 TSR PRSUs vest quarterly in 2017 in equal increments, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. | ||||||||||||||||||||||
2016 Relative TSR PRSUs | ||||||||||||||||||||||
The number of shares earned under the 2016 Relative TSR PRSUs depends generally on the level of achievement of Omega’s TSR relative to MSCI U.S. REIT Index for the period beginning January 1, 2014 and ending December 31, 2016. The 2016 Relative TSR PRSUs vest quarterly in 2017 in equal increments, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. | ||||||||||||||||||||||
March 2015 PRSU and LTIP Grant (for 2015- 2017 Performance Periods) | ||||||||||||||||||||||
In March 2015, we awarded two types of awards to employees: (i) 154,716 profit interest partnership units that vest based on TSR of Omega for the three year period starting January 1, 2015 and ending December 31, 2017 (“2017 TSR LTIP Units”), and (ii) 154,716 PRSUs that vest based on relative TSR for the three year period starting January 1, 2015 and ending December 31, 2017 (“2017 Relative TSR PRSUs”). | ||||||||||||||||||||||
2017 TSR LTIPs Units | ||||||||||||||||||||||
The number of shares earned under the 2017 TSR LTIP Units depends generally on the level of achievement of Omega’s TSR for the period beginning January 1, 2015 and ending December 31, 2017. The 2017 TSR LTIPs vest quarterly in 2018 in equal increments, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. | ||||||||||||||||||||||
2017 Relative TSR PRSUs | ||||||||||||||||||||||
The number of shares earned under the 2017 Relative TSR PRSUs depends generally on the level of achievement of Omega’s TSR relative to MSCI U.S. REIT Index for the period beginning January 1, 2015 and ending December 31, 2017. The 2017 Relative TSR PRSUs vest quarterly in 2018 in equal increments, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. | ||||||||||||||||||||||
The following table summarizes our total unrecognized compensation cost as of March 31, 2015 associated with outstanding restricted stock, restricted stock units and PRSU awards to employees: | ||||||||||||||||||||||
Shares/ | Grant Date | Total Compensation Cost | Weighted | Unrecognized Compensation | ||||||||||||||||||
Units | Average Fair | (in millions) | Average | Cost | ||||||||||||||||||
Value Per | Period of | (in millions) | ||||||||||||||||||||
Unit/Share | Expense | |||||||||||||||||||||
Grant | Recognition | |||||||||||||||||||||
Year | (in months) | |||||||||||||||||||||
Restricted stock units | 2013 | 142,494 | $ | 29.8 | $ | 4.3 | 36 | $ | 3.7 | |||||||||||||
2015 Transition TSR PRSUs | 2013 | 77,369 | 7.48 | 0.6 | 24 | 0.2 | ||||||||||||||||
2016 Transition TSR PRSUs | 2013 | 115,785 | 8.67 | 1 | 36 | 0.6 | ||||||||||||||||
2015 Transition Relative TSR PRSUs | 2013 | 77,368 | 13.06 | 1 | 24 | 0.4 | ||||||||||||||||
2016 Transition Relative TSR PRSUs | 2013 | 115,781 | 14.25 | 1.7 | 36 | 1 | ||||||||||||||||
Restricted stock units | 2014 | 122,137 | 29.8 | 3.6 | 36 | 2.1 | ||||||||||||||||
2016 TSR PRSUs | 2014 | 154,584 | 8.67 | 1.3 | 48 | 0.9 | ||||||||||||||||
2016 Relative TSR PRSUs | 2014 | 154,584 | 14.25 | 2.2 | 48 | 1.5 | ||||||||||||||||
2017 Restricted stock units | 2015 | 123,693 | 40.57 | 5 | 33 | 5 | ||||||||||||||||
2017 LTIPs Units | 2015 | 154,716 | 14.66 | 2.3 | 45 | 2.3 | ||||||||||||||||
2017 Relative TSR PRSUs | 2015 | 154,716 | 22.5 | 3.5 | 45 | 3.5 | ||||||||||||||||
Total | 1,393,227 | $ | 18.98 | $ | 26.5 | $ | 21.2 | |||||||||||||||
We used a Monte Carlo model to estimate the fair value for PRSUs and the LTIP Units granted to the employees. | ||||||||||||||||||||||
Director Restricted Stock Grants | ||||||||||||||||||||||
As of March 31, 2015, we had 37,983 shares of restricted stock outstanding to directors. The directors’ restricted shares are scheduled to vest over the next three years. As of March 31, 2015, the unrecognized compensation cost associated with outstanding director restricted stock grants is approximately $0.5 million. |
BORROWING_ACTIVITIES_AND_ARRAN
BORROWING ACTIVITIES AND ARRANGEMENTS | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||
BORROWING ACTIVITIES AND ARRANGEMENTS | NOTE 10 – BORROWING ACTIVITIES AND ARRANGEMENTS | ||||||||||||||
Secured and Unsecured Borrowings | |||||||||||||||
The following is a summary of our long-term borrowings: | |||||||||||||||
Maturity | Rate as of | March 31, | December 31, | ||||||||||||
March 31, | 2015 | 2014 | |||||||||||||
2015 | |||||||||||||||
(in thousands) | |||||||||||||||
Secured borrowings: | |||||||||||||||
HUD mortgages assumed June 2010 (1) | 2040 - 2045 | — | $ | — | $ | 126,319 | |||||||||
HUD mortgages assumed October 2011 (1) | 2036 | 4.91 | % | 26,457 | 26,658 | ||||||||||
HUD mortgages assumed December 2011(1) | 2044 | 3.06 | % | 57,116 | 57,416 | ||||||||||
HUD mortgages assumed December 2012(1) | 2041 | 4.35 | % | 10,146 | 41,061 | ||||||||||
Total secured borrowings | 93,719 | 251,454 | |||||||||||||
Unsecured borrowings: | |||||||||||||||
Revolving line of credit | 2018 | — | — | 85,000 | |||||||||||
Term loan | 2019 | 1.68 | % | 200,000 | 200,000 | ||||||||||
200,000 | 285,000 | ||||||||||||||
2020 notes | 2020 | — | — | 200,000 | |||||||||||
2022 notes | 2022 | 6.75 | % | 575,000 | 575,000 | ||||||||||
2024 notes | 2024 | 5.875 | % | 400,000 | 400,000 | ||||||||||
2024 notes | 2024 | 4.95 | % | 400,000 | 400,000 | ||||||||||
2025 notes | 2025 | 4.5 | % | 250,000 | 250,000 | ||||||||||
2027 notes | 2027 | 4.5 | % | 700,000 | — | ||||||||||
Subordinated debt | 2021 | 9 | % | 20,712 | 20,747 | ||||||||||
2,345,712 | 1,845,747 | ||||||||||||||
Discount - net | (12,055 | ) | (3,698 | ) | |||||||||||
Total unsecured borrowings | 2,533,657 | 2,127,049 | |||||||||||||
Total – net | $ | 2,627,376 | $ | 2,378,503 | |||||||||||
-1 | Reflects the weighted average annual contractual interest rate on the mortgages at March 31, 2015; however, excludes a 0.5% third-party administration fee. | ||||||||||||||
Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of March 31, 2015 and December 31, 2014, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings. | |||||||||||||||
Bank Credit Facilities | |||||||||||||||
On June 27, 2014, we entered into a $1.2 billion unsecured credit facility, comprised of a $1 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”) and a $200 million senior unsecured term loan facility (the “Term Loan Facility” and, collectively, the “2014 Credit Facilities”). | |||||||||||||||
The Revolving Credit Facility is priced at LIBOR plus an applicable percentage (beginning at 130 basis points, with a range of 92.5 to 170 basis points) based on our ratings from Standard & Poor’s, Moody’s and/or Fitch Ratings, plus a facility fee based on the same ratings (initially 25 basis points, with a range of 12.5 to 30 basis points). The Revolving Credit Facility is used for acquisitions and general corporate purposes. At March 31, 2015, we had no borrowings outstanding under the Revolving Credit Facility. The Revolving Credit Facility matures on June 27, 2018, subject to a one-time option by us to extend such maturity date by one year. | |||||||||||||||
The Term Loan Facility is also priced at LIBOR plus an applicable percentage (beginning at 150 basis points, with a range of 100 to 195 basis points) based on our ratings from Standard & Poor’s, Moody’s and/or Fitch Ratings. At March 31, 2015, we had $200 million in borrowings outstanding under the Term Loan Facility. The Term Loan Facility matures on June 27, 2019. | |||||||||||||||
In January 2015, we entered into an engagement letter with respect to various proposed amendments to our existing 2014 Credit Facilities. The amendments to our senior unsecured credit facility were completed on April 1, 2015. See Note 15 – Subsequent Events for more details. | |||||||||||||||
HUD Mortgage Loans Payoff | |||||||||||||||
On March 31, 2015, we paid approximately $154.3 million to retire 21 mortgage loans guaranteed by U.S. Department of Housing and Urban Development (“HUD”), totaling approximately 146.9 million. 18 loans had an all-in blended interest rate of 5.35% per annum with maturities between January 2040 and January 2045 and three loans had an all-in blended interest rate of 5.23% per annum with maturities between February 2040 and February 2045. The payoff resulted in a $2.3 million gain on the extinguishment of the debt due to the write-off of the $9.7 million unamortized debt premium recorded at the time of acquisition offset by a prepayment fee of approximately $7.4 million. | |||||||||||||||
Issuance of $700 Million of Senior Notes | |||||||||||||||
On March 18, 2015, we sold $700 million aggregate principal amount of our 4.50% Senior Notes due 2027 (the “2027 Notes”). The 2027 Notes were sold at an issue price of 98.546% of their face value before the initial purchasers’ discount. The Company’s total net proceeds from the offering, after deducting initial purchasers’ discounts and other offering expenses, were approximately $683 million. The net proceeds of the offering have or will be used for general corporate purposes, including the repayment of Aviv indebtedness on April 1, 2015 in connection with Omega’s acquisition of Aviv by merger, and repayment of future maturities on Omega’s outstanding debt. | |||||||||||||||
The 2027 Notes mature on April 1, 2027. The 2027 Notes bear an interest rate of 4.50% per annum, and are fully and unconditionally guaranteed, jointly and severally, by our existing and future subsidiaries that guarantee indebtedness for money borrowed by Omega in a principal amount at least equal to $50 million (including as of the date hereof our existing senior notes and the facilities under our credit agreement). The 2027 Notes are Omega’s unsecured senior obligations and rank equally in right of payment with all of Omega’s existing and future senior debt and is senior in right of payment to all of Omega’s existing and future subordinated debt. Omega may redeem some or all of the 2027 Notes prior to January 1, 2027 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium calculated by reference to U.S. treasuries with a maturity comparable to the remaining term of the 2027 Notes, and accrued and unpaid interest, if any, to, but not including, the applicable redemption date. The 2027 Notes will be redeemable at any time on or after January 1, 2027 at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. | |||||||||||||||
$200 Million 7.5% Senior Notes due 2020 Redemption | |||||||||||||||
On March 13, 2015, Omega redeemed all of its outstanding 7.5% Senior Notes due 2020 (the “2020 Notes”) at a redemption price of approximately $208.7 million, consisting of 103.750% of the principal amount, plus accrued and unpaid interest on such notes to, but not including, the date of redemption. | |||||||||||||||
In connection with the redemption, during the first quarter of 2015, we recorded approximately $11.7 million redemption related costs and write-offs, including $7.5 million in prepayment fees for early redemption and $4.2 million of write-offs associated with unamortized deferred financing and discount costs. The consideration for the redemption of the 2020 Notes was funded from the net proceeds of the 10.925 million share common stock offering. See Note 7 Dividends and Stockholders’ Equity for additional details. |
FINANCIAL_INSTRUMENTS
FINANCIAL INSTRUMENTS | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
FINANCIAL INSTRUMENTS | NOTE 11 – FINANCIAL INSTRUMENTS | ||||||||||||||||
At March 31, 2015 and December 31, 2014, the carrying amounts and fair values of our financial instruments were as follows: | |||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||
Amount | Value | Amount | Value | ||||||||||||||
Assets: | (in thousands) | ||||||||||||||||
Cash and cash equivalents | $ | 700,143 | $ | 700,143 | $ | 4,489 | $ | 4,489 | |||||||||
Restricted cash | 27,880 | 27,880 | 29,076 | 29,076 | |||||||||||||
Investment in direct financing leases | 541,846 | 541,846 | 539,232 | 539,232 | |||||||||||||
Mortgage notes receivable – net | 649,793 | 646,088 | 648,079 | 642,626 | |||||||||||||
Other investments – net | 48,268 | 53,315 | 48,952 | 49,513 | |||||||||||||
Totals | $ | 1,967,930 | $ | 1,969,272 | $ | 1,269,828 | $ | 1,264,936 | |||||||||
Liabilities: | |||||||||||||||||
Revolving line of credit | $ | — | $ | — | $ | 85,000 | $ | 85,000 | |||||||||
Term loan | 200,000 | 200,000 | 200,000 | 200,000 | |||||||||||||
7.50% notes due 2020 – net | — | — | 198,235 | 264,269 | |||||||||||||
6.75% notes due 2022 – net | 580,237 | 752,996 | 580,410 | 677,851 | |||||||||||||
5.875% notes due 2024 – net | 400,000 | 461,054 | 400,000 | 449,242 | |||||||||||||
4.95% notes due 2024 – net | 394,909 | 418,462 | 394,768 | 410,358 | |||||||||||||
4.50% notes due 2025 – net | 247,942 | 255,852 | 247,889 | 244,053 | |||||||||||||
4.50% notes due 2027 – net | 689,857 | 687,048 | — | — | |||||||||||||
HUD debt | 93,719 | 96,224 | 251,454 | 266,434 | |||||||||||||
Subordinated debt | 20,712 | 28,620 | 20,747 | 26,434 | |||||||||||||
Totals | $ | 2,627,376 | $ | 2,900,256 | $ | 2,378,503 | $ | 2,623,641 | |||||||||
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, 2014). 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. | |||||||||||||||||
· | Cash and cash equivalents and restricted cash: The carrying amount of cash and cash equivalents and restricted cash reported in the consolidated balance sheet approximates fair value because of the short maturity of these instruments (i.e., less than 90 days) (Level 1). | ||||||||||||||||
· | 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). | ||||||||||||||||
· | Direct financing leases: The fair value of the direct financing receivables are estimated using a discounted cash flow analysis, using interest rates being offered for similar leases 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 loan: The fair value of our borrowings under variable rate agreements are estimated using an expected 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 based on open market trading activity provided by a third party (Level 2). | ||||||||||||||||
· | HUD debt: The fair value of our borrowings under HUD debt agreements are estimated based on quotes obtained by HUD debt brokers (Level 2). |
LITIGATION
LITIGATION | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION | NOTE 12 – LITIGATION |
We are subject to various 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. | |
As previously reported, four putative class actions were filed by purported stockholders of Aviv against Aviv, its directors, the Company and Merger Sub challenging the Merger. The lawsuits sought injunctive relief preventing the parties from consummating the Merger, rescission of the transactions contemplated by the Merger Agreement, imposition of a constructive trust in favor of the class upon any benefits improperly received by the defendants, compensatory damages, and litigation costs including attorneys’ fees. The four cases were transferred to the Business and Technology Case Management Program of the Circuit Court, Baltimore City, Maryland. The plaintiffs in each case amended their complaints to add allegations that the disclosures in the Form S-4 filed with the Securities and Exchange Commission on January 5, 2015 in connection with the Merger, were inadequate to allow Aviv shareholders to make an informed decision whether to approve the Merger. On January 28, 2015, the court entered a stipulated consolidation order consolidating the four lawsuits into a single proceeding styled In re Aviv REIT Inc. Stockholder Litigation, Case No. 24-C-14-006352. On February 6, 2015, (1) Aviv, the Aviv Partnership and the Aviv directors filed a motion to dismiss the consolidated complaint and (2) the Company, Merger Sub and the Omega Operating Partnership separately moved to dismiss the consolidated complaint as to them. The plaintiffs have moved to expedite the discovery period. On March 20, 2015, the court granted the defendants’ motions to dismiss the consolidated complaint. | |
In addition to these lawsuits, Omega is aware of a derivative demand letter that was delivered to the Aviv board of directors by Gary Danley (“Danley”), who subsequently filed one of the aforementioned lawsuits. The allegations in the demand letter are substantially similar to the allegations in Danley’s complaint. | |
Omega believes that these actions have no merit and intends to defend vigorously against any further attempts to prosecute these claims. The time period for taking an appeal of the grant of the motions to dismiss has now expired and, as a result, we believe these matters are now concluded. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Net Income Available To Common Per Share | |||||||||
EARNINGS PER SHARE | NOTE 13 – EARNINGS PER SHARE | ||||||||
The computation of basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the relevant period. Diluted EPS is computed using the treasury stock method, which is net income available to common stockholders divided by the total weighted-average number of common outstanding shares plus the effect of dilutive common equivalent shares during the respective period. Dilutive common shares 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. | |||||||||
The following tables set forth the computation of basic and diluted earnings per share: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(in thousands, except per share amounts) | |||||||||
Numerator: | |||||||||
Net income | $ | 43,052 | $ | 55,829 | |||||
Numerator for net income available to common stockholders’ per share - basic and diluted | $ | 43,052 | $ | 55,829 | |||||
Denominator: | |||||||||
Denominator for basic earnings per share | 134,346 | 124,459 | |||||||
Effect of dilutive securities: | |||||||||
Common stock equivalents | 460 | 363 | |||||||
Denominator for diluted earnings per share | 134,806 | 124,822 | |||||||
Earnings per share – basic: | |||||||||
Net income – basic | $ | 0.32 | $ | 0.45 | |||||
Earnings per share – diluted: | |||||||||
Net income – diluted | $ | 0.32 | $ | 0.45 |
CONSOLIDATING_FINANCIAL_STATEM
CONSOLIDATING FINANCIAL STATEMENTS | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |||||||||||||||||
CONSOLIDATING FINANCIAL STATEMENTS | NOTE 14 – CONSOLIDATING FINANCIAL STATEMENTS | ||||||||||||||||
As of March 31, 2015, we had outstanding: (i) $575 million 6.75% Senior Notes due 2022, (ii) $400 million 5.875% Senior Notes due 2024, (iii) $400 million 4.95% Senior Notes due 2024, (iv) $250 million 4.5% Senior Notes due 2025 and (v) $700 million 4.5% Senior Notes due 2027, 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 2014 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 the 2014 Credit Facilities. | |||||||||||||||||
For the three months ended March 31, 2015 and 2014, we had 47 and 52 “unrestricted subsidiaries” respectively. During the third quarter of 2014, four subsidiaries were re-designated as “restricted subsidiaries and Subsidiary Guarantors” due to the retirement of the HUD related debt on four facilities in September 2014. In October 2014, we retired HUD debt on one facility and one subsidiary was re-designated as a restricted subsidiary. | |||||||||||||||||
On March 31, 2015, the Company paid off HUD debt related to 21 facilities and 32 subsidiaries will be re-designated as “restricted subsidiaries and Subsidiary Guarantors”. | |||||||||||||||||
For the three months ended March 31, 2015 and 2014, the operating cash flow of the non-guarantor subsidiaries approximated net income of the non-guarantor subsidiaries, adjusted for depreciation and amortization expense and rent recorded on a straight-line basis. On September 30, 2014, we retired four HUD mortgages, $34.3 million related to the outstanding principal of the four HUD mortgages, $3.3 million related to the noncash write off of unamortized premium recorded at the time of acquisition offset by a prepayment fee of approximately $1.7 million. On October 31, 2014, we retired one HUD mortgage, $3.4 million related to the outstanding principal of the mortgage, $0.2 million related to noncash of unamortized premium offset by a prepayment fee of approximately $0.2 million. | |||||||||||||||||
On March 31, 2015, we retired 21 HUD mortgages, $146.9 million related to the outstanding principal of the 21 HUD mortgages, $9.7 million related to the noncash write off of unamortized premium recorded at the time of acquisition offset by a prepayment fee of approximately $7.4 million. | |||||||||||||||||
For the three months ended March 31, 2015, and 2014, the non-guarantor subsidiaries did not engage in investing or financing activities other than the principal payment of $1.0 and $1.1 million, respectively for the HUD mortgages on the facilities owned by the non-guarantor subsidiaries. As of March 31, 2015, all of the Subsidiary Guarantors of our outstanding Senior Notes and 2014 Credit Facilities, and all of our non-guarantor subsidiaries, are 100% owned by Omega. See Note 15 – Subsequent Events. | |||||||||||||||||
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. | |||||||||||||||||
OMEGA HEALTHCARE INVESTORS, INC. | |||||||||||||||||
CONSOLIDATING BALANCE SHEETS | |||||||||||||||||
Unaudited | |||||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
31-Mar-15 | |||||||||||||||||
Issuer & | Non-Guarantor | Elimination Company | Consolidated | ||||||||||||||
Subsidiary | Subsidiaries | ||||||||||||||||
Guarantors | |||||||||||||||||
ASSETS | |||||||||||||||||
Real estate properties | |||||||||||||||||
Land and buildings | $ | 2,837,697 | $ | 390,286 | $ | - | $ | 3,227,983 | |||||||||
Less accumulated depreciation | (776,167 | ) | (71,073 | ) | - | (847,240 | ) | ||||||||||
Real estate properties – net | 2,061,530 | 319,213 | - | 2,380,743 | |||||||||||||
Investment in direct financing leases | 541,846 | - | - | 541,846 | |||||||||||||
Mortgage notes receivable – net | 649,793 | - | - | 649,793 | |||||||||||||
3,253,169 | 319,213 | - | 3,572,382 | ||||||||||||||
Other investments – net | 48,268 | - | - | 48,268 | |||||||||||||
3,301,437 | 319,213 | - | 3,620,650 | ||||||||||||||
Assets held for sale – net | 16,877 | - | - | 16,877 | |||||||||||||
Total investments | 3,318,314 | 319,213 | - | 3,637,527 | |||||||||||||
Cash and cash equivalents | 700,143 | - | - | 700,143 | |||||||||||||
Restricted cash | 7,052 | 20,828 | - | 27,880 | |||||||||||||
Accounts receivable – net | 168,464 | 8,413 | - | 176,877 | |||||||||||||
Investment in affiliates | 224,843 | - | (224,843 | ) | - | ||||||||||||
Other assets | 45,506 | 10,087 | - | 55,593 | |||||||||||||
Total assets | $ | 4,464,322 | $ | 358,541 | $ | (224,843 | ) | $ | 4,598,020 | ||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||
Term loan | $ | 200,000 | $ | - | $ | - | $ | 200,000 | |||||||||
Secured borrowings | - | 93,719 | - | 93,719 | |||||||||||||
Unsecured borrowings – net | 2,312,945 | 20,712 | - | 2,333,657 | |||||||||||||
Accrued expenses and other liabilities | 180,424 | 19,267 | - | 199,691 | |||||||||||||
Intercompany payable | - | 184,916 | (184,916 | ) | - | ||||||||||||
Total liabilities | 2,693,369 | 318,614 | (184,916 | ) | 2,827,067 | ||||||||||||
Stockholders’ equity: | |||||||||||||||||
Common stock | 13,875 | - | - | 13,875 | |||||||||||||
Common stock – additional paid-in capital | 2,580,248 | - | - | 2,580,248 | |||||||||||||
Cumulative net earnings | 1,191,050 | 39,927 | (39,927 | ) | 1,191,050 | ||||||||||||
Cumulative dividends paid | (2,014,220 | ) | - | - | (2,014,220 | ) | |||||||||||
Total stockholders’ equity | 1,770,953 | 39,927 | (39,927 | ) | 1,770,953 | ||||||||||||
Total liabilities and stockholders’ equity | $ | 4,464,322 | $ | 358,541 | $ | (224,843 | ) | $ | 4,598,020 | ||||||||
OMEGA HEALTHCARE INVESTORS, INC. | |||||||||||||||||
CONSOLIDATING BALANCE SHEETS | |||||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
31-Dec-14 | |||||||||||||||||
Issuer & | Non – | Elimination Company | Consolidated | ||||||||||||||
Subsidiary | Guarantor | ||||||||||||||||
Guarantors | Subsidiaries | ||||||||||||||||
ASSETS | |||||||||||||||||
Real estate properties | |||||||||||||||||
Land and buildings | $ | 2,834,498 | $ | 389,287 | $ | — | $ | 3,223,785 | |||||||||
Less accumulated depreciation | (754,517 | ) | (67,195 | ) | — | (821,712 | ) | ||||||||||
Real estate properties – net | 2,079,981 | 322,092 | — | 2,402,073 | |||||||||||||
Investment in direct financing leases | 539,232 | — | — | 539,232 | |||||||||||||
Mortgage notes receivable – net | 648,079 | — | — | 648,079 | |||||||||||||
3,267,292 | 322,092 | — | 3,589,384 | ||||||||||||||
Other investments – net | 48,952 | — | — | 48,952 | |||||||||||||
3,316,244 | 322,092 | — | 3,638,336 | ||||||||||||||
Assets held for sale – net | 12,792 | — | — | 12,792 | |||||||||||||
Total investments | 3,329,036 | 322,092 | — | 3,651,128 | |||||||||||||
Cash and cash equivalents | 4,489 | — | — | 4,489 | |||||||||||||
Restricted cash | 7,016 | 22,060 | — | 29,076 | |||||||||||||
Accounts receivable – net | 160,789 | 7,387 | — | 168,176 | |||||||||||||
Investment in affiliates | 73,622 | — | (73,622 | ) | — | ||||||||||||
Other assets | 42,876 | 25,900 | — | 68,776 | |||||||||||||
Total assets | $ | 3,617,828 | $ | 377,439 | $ | (73,622 | ) | $ | 3,921,645 | ||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||
Revolving line of credit | $ | 85,000 | $ | — | $ | — | $ | 85,000 | |||||||||
Term loan | 200,000 | — | — | 200,000 | |||||||||||||
Secured borrowings | — | 251,454 | — | 251,454 | |||||||||||||
Unsecured borrowings – net | 1,821,302 | 20,747 | — | 1,842,049 | |||||||||||||
Accrued expenses and other liabilities | 110,199 | 31,616 | — | 141,815 | |||||||||||||
Intercompany payable | — | 40,309 | (40,309 | ) | — | ||||||||||||
Total liabilities | 2,216,501 | 344,126 | (40,309 | ) | 2,520,318 | ||||||||||||
Stockholders’ equity: | |||||||||||||||||
Common stock | 12,761 | — | — | 12,761 | |||||||||||||
Common stock – additional paid-in-capital | 2,136,234 | — | — | 2,136,234 | |||||||||||||
Cumulative net earnings | 1,147,998 | 33,313 | (33,313 | ) | 1,147,998 | ||||||||||||
Cumulative dividends paid | (1,895,666 | ) | — | — | (1,895,666 | ) | |||||||||||
Total stockholders’ equity | 1,401,327 | 33,313 | (33,313 | ) | 1,401,327 | ||||||||||||
Total liabilities and stockholders’ equity | $ | 3,617,828 | $ | 377,439 | $ | (73,622 | ) | $ | 3,921,645 | ||||||||
OMEGA HEALTHCARE INVESTORS, INC. | |||||||||||||||||
CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||
Unaudited | |||||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||
Issuer & Subsidiary Guarantors | Non – | Consolidated | |||||||||||||||
Guarantor | |||||||||||||||||
Subsidiaries | Elimination | ||||||||||||||||
Revenue | |||||||||||||||||
Rental income | $ | 89,610 | $ | 11,354 | $ | - | $ | 100,964 | |||||||||
Income from direct financing leases | 14,346 | - | - | 14,346 | |||||||||||||
Mortgage interest income | 16,579 | - | - | 16,579 | |||||||||||||
Other investment income – net | 1,531 | - | - | 1,531 | |||||||||||||
Total operating revenues | 122,066 | 11,354 | - | 133,420 | |||||||||||||
Expenses | |||||||||||||||||
Depreciation and amortization | 26,732 | 3,878 | - | 30,610 | |||||||||||||
General and administrative | 5,977 | 37 | - | 6,014 | |||||||||||||
Acquisition costs | 4,868 | - | - | 4,868 | |||||||||||||
Provision for impairment on real estate properties | 5,982 | - | - | 5,982 | |||||||||||||
Provision for uncollectible mortgages, notes and accounts receivable | (2 | ) | - | - | (2 | ) | |||||||||||
Total operating expenses | 43,557 | 3,915 | - | 47,472 | |||||||||||||
Income before other income and expense | 78,509 | 7,439 | - | 85,948 | |||||||||||||
Other income (expense): | |||||||||||||||||
Interest income | 186 | 7 | - | 193 | |||||||||||||
Interest expense | (29,235 | ) | (3,124 | ) | - | (32,359 | ) | ||||||||||
Interest – amortization of deferred financing costs | (1,348 | ) | (5 | ) | - | (1,353 | ) | ||||||||||
Interest – refinancing costs | (11,674 | ) | 2,297 | - | (9,377 | ) | |||||||||||
Equity in earnings | 6,614 | - | (6,614 | ) | - | ||||||||||||
Total other expense | (35,457 | ) | (825 | ) | (6,614 | ) | (42,896 | ) | |||||||||
Income before gain (loss) on assets sold | 43,052 | 6,614 | (6,614 | ) | 43,052 | ||||||||||||
Gain (loss) on assets sold – net | - | - | - | - | |||||||||||||
Net income available to common stockholders | $ | 43,052 | $ | 6,614 | $ | (6,614 | ) | $ | 43,052 | ||||||||
OMEGA HEALTHCARE INVESTORS, INC. | |||||||||||||||||
CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||
Unaudited | |||||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Issuer & | Non – | Consolidated | |||||||||||||||
Subsidiary | Guarantor | ||||||||||||||||
Guarantors | Subsidiaries | Elimination | |||||||||||||||
Revenue | |||||||||||||||||
Rental income | $ | 85,412 | $ | 10,506 | $ | - | $ | 95,918 | |||||||||
Income from direct financing leases | 14,084 | - | - | 14,084 | |||||||||||||
Mortgage interest income | 9,326 | - | - | 9,326 | |||||||||||||
Other investment income – net | 1,673 | - | - | 1,673 | |||||||||||||
Total operating revenues | 110,495 | 10,506 | - | 121,001 | |||||||||||||
Expenses | |||||||||||||||||
Depreciation and amortization | 26,921 | 4,523 | - | 31,444 | |||||||||||||
General and administrative | 6,417 | 80 | - | 6,497 | |||||||||||||
Acquisition costs | 95 | - | - | 95 | |||||||||||||
Provision for uncollectible mortgages, notes and accounts receivable | (16 | ) | - | - | (16 | ) | |||||||||||
Total operating expenses | 33,417 | 4,603 | - | 38,020 | |||||||||||||
Income before other income and expense | 77,078 | 5,903 | - | 82,981 | |||||||||||||
Other income (expense): | |||||||||||||||||
Interest income | 2 | 6 | - | 8 | |||||||||||||
Interest expense | (23,901 | ) | (3,180 | ) | - | (27,081 | ) | ||||||||||
Interest – amortization of deferred financing costs | (917 | ) | (5 | ) | - | (922 | ) | ||||||||||
Interest – refinancing costs | (2,040 | ) | - | - | (2,040 | ) | |||||||||||
Equity in earnings | 2,724 | - | (2,724 | ) | - | ||||||||||||
Total other expense | (24,132 | ) | (3,179 | ) | (2,724 | ) | (30,035 | ) | |||||||||
Income before gain on assets sold | 52,946 | 2,724 | (2,724 | ) | 52,946 | ||||||||||||
Gain on assets sold – net | 2,883 | - | - | 2,883 | |||||||||||||
Net income available to common stockholders | $ | 55,829 | $ | 2,724 | $ | (2,724 | ) | $ | 55,829 |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS |
UPREIT Structure | |
On April 1, 2015, the Company acquired Aviv as a result of the completion of the Merger pursuant to the Merger Agreement. See Note 1 – Basis of Presentation And Significant Accounting Policies. | |
Prior to April 1, 2015 and in accordance with the Merger Agreement, Omega completed the UPREIT Conversion, pursuant to which Omega restructured the manner in which it holds its assets by converting to an umbrella partnership real estate investment trust structure. As a result of the UPREIT Conversion, substantially all of the Company’s assets are held by an Operating Partnership. | |
In order to more fully reflect the UPREIT Conversion and related transaction, Omega, Merger Sub and Aviv OP entered into that certain Second Amended and Restated Agreement of Limited Partnership of OHI Healthcare Properties Limited Partnership, dated as of April 1, 2015 (the “Partnership Agreement”). Pursuant to the Partnership Agreement, the Company and Merger Sub are the general partners of Omega OP. As a result of the Merger, Merger Sub also is the successor general partner of Aviv OP under the terms of its partnership agreement. As of April 1, 2015, the Company is the owner of approximately 138.9 million limited partnership interests in Omega OP (“Omega OP Units”) and Aviv OP is the owner of approximately 52.9 million Omega OP Units. Each of the Omega OP Units is redeemable at the election of the Omega OP Unit holder for cash equal to the then fair market value of one share of Omega common stock, par value $0.10 per share (“Omega Common Stock”), subject to the Company’s election to exchange the Omega OP Units tendered for redemption for unregistered shares of Omega Common Stock on a one-for-one basis, and further subject to adjustment as set forth in the Partnership Agreement. The Company (through Merger Sub, in its capacity as the general partner of Aviv OP) plans to cause Aviv OP to make a distribution of all the Omega OP Units held by Aviv OP (or equivalent value) to all the holders of partnership interests of Aviv OP (the “Aviv OP Distribution”) in connection with the liquidation of Aviv OP. On a pro forma basis as if the Aviv OP Distribution had been completed and the Omega OP Units held by the Aviv OP distributed to the holders of Aviv OP partnership interests, Omega would directly and indirectly own approximately 182.6 million or approximately 95% of the outstanding Omega OP Units and the other holders of Aviv OP partnership units would own approximately 9.2 million or approximately 5% of the outstanding Omega OP Units as of April 1, 2015. Until the completion of the Aviv OP Distribution, distributions by Omega OP in respect of the outstanding Omega OP Units will be passed through to the limited partners of Aviv OP in respect of their limited partner interests in Aviv OP adjusted for the 0.9 exchange ratio in the merger. | |
The Partnership Agreement also provides for limited partnership units structured as profits interests (“LTIP Units”), which are to be used for incentive compensation awards. When earned and vested, LTIP Units are intended to be convertible into Omega OP Units, at the election of the holder, on a one-to-one basis, subject to conditions on minimum allocation to the capital accounts of the holders of LTIP Units for federal income tax purposes. | |
Amendment to Omega Credit Facilities | |
On April 1, 2015, Omega entered into a First Amendment to Credit Agreement (the “First Amendment to Omega Credit Agreement”) among Omega, as borrower, certain of Omega’s subsidiaries identified in the Omega Credit Agreement (as defined below), as guarantors, a syndicate of financial institutions, as lenders (together with other lenders from time to time becoming signatory to the Omega Credit Agreement, as lenders, the “Omega Lenders”), and Bank of America, N.A., as administrative agent, which amended and restated its existing Credit Agreement, dated as of June 27, 2014 (as amended and restated pursuant to the First Amendment to Omega Credit Agreement, the “Omega Credit Agreement”). Among other things, the First Amendment to Omega Credit Agreement (i) increases the aggregate revolving commitment amount under the Revolving Credit Facility (as defined below) from $1 billion to $1.25 billion and (ii) provides for the Acquisition Term Loan Facility (as defined below). | |
As a result of the First Amendment to Omega Credit Agreement, the Omega Credit Agreement now provides for a $1.25 billion senior unsecured revolving credit facility, a $200 million senior unsecured term loan facility (the “Closing Date Term Loan Facility”) and a $200 million senior unsecured incremental term loan facility (the “Acquisition Term Loan Facility” and, together with the Revolving Credit Facility and the Closing Date Term Loan Facility, collectively, the “Omega Credit Facilities”). The Revolving Credit Facility matures on June 27, 2018, subject to a one-time option for Omega to extend such maturity date for one year. Exercise of such extension option is subject to compliance with a notice requirement and other customary conditions. The Closing Date Term Loan Facility matures on June 27, 2019. The Acquisition Term Loan Facility matures on June 27, 2017, subject to Omega’s option to extend the maturity date of the Acquisition Term Loan Facility twice, the first extension until June 27, 2018 and the second extension until June 27, 2019 (such option, the “Omega Acquisition Facility Extension Option”). The Closing Date Term Loan Facility and the Acquisition Term Loan Facility may be referred to collectively herein as the “Omega Term Loan Facilities”. | |
Omega OP Term Loan Facility | |
On April 1, 2015, Omega OP entered into a $100 million senior unsecured term loan facility (the “Omega OP Term Loan Facility”). The Omega OP Term Loan Facility matures on June 27, 2017, subject to Omega OP’s option to extend such maturity date twice, the first extension until June 27, 2018 and the second extension until June 27, 2019 (such option, the “Omega OP Extension Option”), corresponding to the maturity date for the Acquisition Term Loan Facility and the Omega Acquisition Facility Extension Option, respectively. | |
HUD Mortgage Loan Payoff | |
On April 30, 2015, we paid approximately $8.6 million to retire one HUD-guaranteed mortgage loan of one of our unrestricted subsidiaries. The loan had an all-in annual interest rate of 4.85%. That unrestricted subsidiary, as well as other unrestricted subsidiary obligors on the HUD-guaranteed mortgage loans retired on March 31, 2015, are being redesignated as restricted subsidiaries and will become guarantors of the Omega Credit Facilities, the Omega OP Term Loan Facility and our outstanding senior notes. We will re-designate the subsidiary as a restricted subsidiary during the second quarter of 2015. | |
Acquisition of $179 Million of Care Homes in United Kingdom | |
On May 1, 2015, we closed a $179 million purchase/leaseback transaction for 23 Care Homes located in the United Kingdom and operated by Healthcare Homes Holding Limited (“Healthcare Homes”). As part of the transaction, we acquired title to the 23 Care Homes with 1,018 registered beds and leased them back to Healthcare Homes pursuant to a 12-year master lease agreement with an initial annual cash yield of 7%, and annual escalators of 2.5%. The Care Homes, comparable to US ALFs, are located throughout the East Anglia region (north of London) of the United Kingdom. Healthcare Homes is headquartered in Colchester (Essex County), England. | |
April 1, 2015 RSU, PRSU and LTIP Grant (for 2015- 2017 Performance Periods) | |
On April 1, 2015, we granted 39,914 RSUs to employees. The RSUs vest on December 31, 2017, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. | |
On April 1, 2015, we awarded two types of awards to employees: (i) 54,151 profit interest partnership units that vest based on TSR of Omega for the three year period starting January 1, 2015 and ending December 31, 2017, and (ii) 54,151 PRSUs that vest based on relative TSR for the three year period starting January 1, 2015 and ending December 31, 2017. |
BASIS_OF_PRESENTATION_AND_SIGN1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |||||||||
Basis of Presentation | Basis of Presentation | ||||||||
The accompanying unaudited consolidated financial statements for Omega 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. We have evaluated all subsequent events through the date of the filing of this Form 10-Q. 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. | |||||||||
Our consolidated financial statements include the accounts of (i) Omega and (ii) all direct and indirect wholly owned subsidiaries of Omega. All inter-company accounts and transactions have been eliminated in consolidation of the financial statements. | |||||||||
On April 1, 2015, Aviv REIT Inc., a Maryland corporation (“Aviv”), merged (the “Merger”) with and into a wholly owned subsidiary of Omega, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 30, 2014 (the “Merger Agreement”), by and among the Company, Aviv, OHI Healthcare Properties Holdco, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Omega (“Merger Sub”), OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (“Omega OP” or the “Operating Partnership”), and Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Aviv OP”). | |||||||||
Prior to April 1, 2015 and in accordance with the Merger Agreement, Omega restructured the manner in which it holds its assets by converting to an umbrella partnership real estate investment trust structure (the “UPREIT Conversion”). As a result of UPREIT conversion, substantially all of the Company’s assets are held by an Operating Partnership which is a subsidiary of the Company. See Note 15 – Subsequent Events for more details. | |||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||
Amendments to the Consolidation Analysis | |||||||||
In February 2015, the Financial Accounting Standards Board (“FASB”) issued updated guidance that makes targeted amendments to the current consolidation accounting guidance. The update is in response to accounting complexity concerns, particularly from the asset management industry. The guidance simplifies consolidation accounting by reducing the number of approaches to consolidation, provides a scope exception to registered money market funds and similar unregistered money market funds and ends the indefinite deferral granted to investment companies from applying the variable interest entity guidance. | |||||||||
The updated guidance is effective for annual and interim periods beginning after December 15, 2015. The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity. | |||||||||
Presentation of Debt Issuance Costs | |||||||||
In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. The adoption of this guidance is not expected to have a material effect on the Company’s results of operations, financial position or liquidity. | |||||||||
Revenue Recognition | |||||||||
In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The effective date is for periods beginning after December 15, 2016. We are currently evaluating the impact, if any, the adoption of this standard will have on our consolidated financial statements. | |||||||||
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 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 or renewal of the lease, 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 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 or existence of lease inducements, we generally provide an allowance for straight-line accounts receivable and/or the lease inducements when certain conditions or indicators of adverse collectability are present. | |||||||||
A summary of our net receivables by type is as follows: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Contractual receivables | $ | 4,969 | $ | 4,799 | |||||
Effective yield interest receivables | 7,352 | 6,232 | |||||||
Straight-line receivables | 148,927 | 143,652 | |||||||
Lease inducements | 15,681 | 13,571 | |||||||
Allowance | (52 | ) | (78 | ) | |||||
Accounts receivable – net | $ | 176,877 | $ | 168,176 | |||||
We continuously evaluate the payment history and financial strength of our operators and have historically established allowance reserves for straight-line rent adjustments for operators that do not meet our requirements. We consider factors such as payment history and the operator’s financial condition as well as current and future anticipated operating trends when evaluating whether to establish allowance reserves. |
BASIS_OF_PRESENTATION_AND_SIGN2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of summary of net receivables | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Contractual receivables | $ | 4,969 | $ | 4,799 | |||||
Effective yield interest receivables | 7,352 | 6,232 | |||||||
Straight-line receivables | 148,927 | 143,652 | |||||||
Lease inducements | 15,681 | 13,571 | |||||||
Allowance | (52 | ) | (78 | ) | |||||
Accounts receivable – net | $ | 176,877 | $ | 168,176 |
PROPERTIES_AND_INVESTMENTS_Tab
PROPERTIES AND INVESTMENTS (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Real Estate [Abstract] | |||||||||
Schedule of unaudited pro forma results of business acquisition | Pro Forma | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(in thousands, except per share amounts, unaudited) | |||||||||
Revenues | $ | 133,478 | $ | 123,827 | |||||
Net income available to common stockholders | $ | 43,085 | $ | 56,923 | |||||
Earnings per share – diluted: | |||||||||
Net income available to common stockholders – as reported | $ | 0.32 | $ | 0.45 | |||||
Net income available to common stockholders – pro forma | $ | 0.32 | $ | 0.46 |
ASSETS_HELD_FOR_SALE_Tables
ASSETS HELD FOR SALE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |||||||||
Schedule of properties held-for-sale | Properties Held For Sale | ||||||||
Number of Properties | Net Book Value (in thousands) | ||||||||
December 31, 2014 (1) | 4 | $ | 12,792 | ||||||
Properties sold | — | — | |||||||
Properties added | 1 | 4,085 | |||||||
March 31, 2015 (2) | 5 | $ | 16,877 | ||||||
(1) Includes one parcel of land and three facilities. | |||||||||
(2) Included one parcel of land and four facilities. |
DIRECT_FINANCING_LEASES_Tables
DIRECT FINANCING LEASES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Leases, Capital [Abstract] | |||||||||
Schedule of components of investment in direct financing leases | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Minimum lease payments receivable | $ | 4,232,317 | $ | 4,244,067 | |||||
Estimated residual values | — | — | |||||||
Less unearned income | (3,690,471 | ) | (3,704,835 | ) | |||||
Investment in direct financing leases | $ | 541,846 | $ | 539,232 | |||||
Properties subject to direct financing leases | 56 | 56 | |||||||
Schedule of minimum rents due under direct financing lease for the next five years | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | ||||
$47,000 | $47,128 | $47,778 | $48,972 | $50,197 |
OTHER_INVESTMENTS_Tables
OTHER INVESTMENTS (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Receivables [Abstract] | |||||||||
Schedule of other investments | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
(in thousands) | |||||||||
Other investment notes due 2015 | $ | 91 | $ | 141 | |||||
Other investment notes due 2021 - 2023 | 17,413 | 16,182 | |||||||
$31.5 million other investment note due 2017 | 23,500 | 23,500 | |||||||
$2.5 million other investment note due 2014 | — | 1,640 | |||||||
$6.0 million other investment note due 2015 | 5,439 | 5,439 | |||||||
$1.3 million other investment note due 2017 | 1,300 | 1,300 | |||||||
$0.9 million other investment note due 2015 | 525 | 750 | |||||||
Notes receivable, gross(1) | 48,268 | 48,952 | |||||||
Allowance for loss on notes receivable | — | — | |||||||
Total other investments | $ | 48,268 | $ | 48,952 | |||||
-1 | The majority of these notes bear interest at approximately 10% annually. |
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | |||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ||||||||||||||||||||||
Schedule of stock-based compensation expense | Three Months Ended March 31, | |||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||
Stock-based compensation expense | $ | 1,610 | $ | 2,263 | ||||||||||||||||||
Schedule of unrecognized compensation cost associated with outstanding restricted stock and PRSU awards | ||||||||||||||||||||||
Shares/ | Grant Date | Total Compensation Cost | Weighted | Unrecognized Compensation | ||||||||||||||||||
Units | Average Fair | (in millions) | Average | Cost | ||||||||||||||||||
Value Per | Period of | (in millions) | ||||||||||||||||||||
Unit/Share | Expense | |||||||||||||||||||||
Grant | Recognition | |||||||||||||||||||||
Year | (in months) | |||||||||||||||||||||
Restricted stock units | 2013 | 142,494 | $ | 29.8 | $ | 4.3 | 36 | $ | 3.7 | |||||||||||||
2015 Transition TSR PRSUs | 2013 | 77,369 | 7.48 | 0.6 | 24 | 0.2 | ||||||||||||||||
2016 Transition TSR PRSUs | 2013 | 115,785 | 8.67 | 1 | 36 | 0.6 | ||||||||||||||||
2015 Transition Relative TSR PRSUs | 2013 | 77,368 | 13.06 | 1 | 24 | 0.4 | ||||||||||||||||
2016 Transition Relative TSR PRSUs | 2013 | 115,781 | 14.25 | 1.7 | 36 | 1 | ||||||||||||||||
Restricted stock units | 2014 | 122,137 | 29.8 | 3.6 | 36 | 2.1 | ||||||||||||||||
2016 TSR PRSUs | 2014 | 154,584 | 8.67 | 1.3 | 48 | 0.9 | ||||||||||||||||
2016 Relative TSR PRSUs | 2014 | 154,584 | 14.25 | 2.2 | 48 | 1.5 | ||||||||||||||||
2017 Restricted stock units | 2015 | 123,693 | 40.57 | 5 | 33 | 5 | ||||||||||||||||
2017 LTIPs Units | 2015 | 154,716 | 14.66 | 2.3 | 45 | 2.3 | ||||||||||||||||
2017 Relative TSR PRSUs | 2015 | 154,716 | 22.5 | 3.5 | 45 | 3.5 | ||||||||||||||||
Total | 1,393,227 | $ | 18.98 | $ | 26.5 | $ | 21.2 |
BORROWING_ACTIVITIES_AND_ARRAN1
BORROWING ACTIVITIES AND ARRANGEMENTS (Tables) | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||
Schedule of long-term borrowings | |||||||||||||||
Maturity | Rate as of | March 31, | December 31, | ||||||||||||
March 31, | 2015 | 2014 | |||||||||||||
2015 | |||||||||||||||
(in thousands) | |||||||||||||||
Secured borrowings: | |||||||||||||||
HUD mortgages assumed June 2010 (1) | 2040 - 2045 | — | $ | — | $ | 126,319 | |||||||||
HUD mortgages assumed October 2011 (1) | 2036 | 4.91 | % | 26,457 | 26,658 | ||||||||||
HUD mortgages assumed December 2011(1) | 2044 | 3.06 | % | 57,116 | 57,416 | ||||||||||
HUD mortgages assumed December 2012(1) | 2041 | 4.35 | % | 10,146 | 41,061 | ||||||||||
Total secured borrowings | 93,719 | 251,454 | |||||||||||||
Unsecured borrowings: | |||||||||||||||
Revolving line of credit | 2018 | — | — | 85,000 | |||||||||||
Term loan | 2019 | 1.68 | % | 200,000 | 200,000 | ||||||||||
200,000 | 285,000 | ||||||||||||||
2020 notes | 2020 | — | — | 200,000 | |||||||||||
2022 notes | 2022 | 6.75 | % | 575,000 | 575,000 | ||||||||||
2024 notes | 2024 | 5.875 | % | 400,000 | 400,000 | ||||||||||
2024 notes | 2024 | 4.95 | % | 400,000 | 400,000 | ||||||||||
2025 notes | 2025 | 4.5 | % | 250,000 | 250,000 | ||||||||||
2027 notes | 2027 | 4.5 | % | 700,000 | — | ||||||||||
Subordinated debt | 2021 | 9 | % | 20,712 | 20,747 | ||||||||||
2,345,712 | 1,845,747 | ||||||||||||||
Discount - net | (12,055 | ) | (3,698 | ) | |||||||||||
Total unsecured borrowings | 2,533,657 | 2,127,049 | |||||||||||||
Total – net | $ | 2,627,376 | $ | 2,378,503 | |||||||||||
-1 | Reflects the weighted average annual contractual interest rate on the mortgages at March 31, 2015; however, excludes a 0.5% third-party administration fee. |
FINANCIAL_INSTRUMENTS_Tables
FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Schedule of the carrying amounts and fair values of financial instruments | 31-Mar-15 | 31-Dec-14 | |||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||
Amount | Value | Amount | Value | ||||||||||||||
Assets: | (in thousands) | ||||||||||||||||
Cash and cash equivalents | $ | 700,143 | $ | 700,143 | $ | 4,489 | $ | 4,489 | |||||||||
Restricted cash | 27,880 | 27,880 | 29,076 | 29,076 | |||||||||||||
Investment in direct financing leases | 541,846 | 541,846 | 539,232 | 539,232 | |||||||||||||
Mortgage notes receivable – net | 649,793 | 646,088 | 648,079 | 642,626 | |||||||||||||
Other investments – net | 48,268 | 53,315 | 48,952 | 49,513 | |||||||||||||
Totals | $ | 1,967,930 | $ | 1,969,272 | $ | 1,269,828 | $ | 1,264,936 | |||||||||
Liabilities: | |||||||||||||||||
Revolving line of credit | $ | — | $ | — | $ | 85,000 | $ | 85,000 | |||||||||
Term loan | 200,000 | 200,000 | 200,000 | 200,000 | |||||||||||||
7.50% notes due 2020 – net | — | — | 198,235 | 264,269 | |||||||||||||
6.75% notes due 2022 – net | 580,237 | 752,996 | 580,410 | 677,851 | |||||||||||||
5.875% notes due 2024 – net | 400,000 | 461,054 | 400,000 | 449,242 | |||||||||||||
4.95% notes due 2024 – net | 394,909 | 418,462 | 394,768 | 410,358 | |||||||||||||
4.50% notes due 2025 – net | 247,942 | 255,852 | 247,889 | 244,053 | |||||||||||||
4.50% notes due 2027 – net | 689,857 | 687,048 | — | — | |||||||||||||
HUD debt | 93,719 | 96,224 | 251,454 | 266,434 | |||||||||||||
Subordinated debt | 20,712 | 28,620 | 20,747 | 26,434 | |||||||||||||
Totals | $ | 2,627,376 | $ | 2,900,256 | $ | 2,378,503 | $ | 2,623,641 |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Net Income Available To Common Per Share | |||||||||
Schedule of computation of basic and diluted earnings per share | Three Months Ended | ||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
(in thousands, except per share amounts) | |||||||||
Numerator: | |||||||||
Net income | $ | 43,052 | $ | 55,829 | |||||
Numerator for net income available to common stockholders’ per share - basic and diluted | $ | 43,052 | $ | 55,829 | |||||
Denominator: | |||||||||
Denominator for basic earnings per share | 134,346 | 124,459 | |||||||
Effect of dilutive securities: | |||||||||
Common stock equivalents | 460 | 363 | |||||||
Denominator for diluted earnings per share | 134,806 | 124,822 | |||||||
Earnings per share – basic: | |||||||||
Net income – basic | $ | 0.32 | $ | 0.45 | |||||
Earnings per share – diluted: | |||||||||
Net income – diluted | $ | 0.32 | $ | 0.45 |
CONSOLIDATING_FINANCIAL_STATEM1
CONSOLIDATING FINANCIAL STATEMENTS (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |||||||||||||||||
Schedule of consolidating balance sheets | |||||||||||||||||
OMEGA HEALTHCARE INVESTORS, INC. | |||||||||||||||||
CONSOLIDATING BALANCE SHEETS | |||||||||||||||||
Unaudited | |||||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
31-Mar-15 | |||||||||||||||||
Issuer & | Non-Guarantor | Elimination Company | Consolidated | ||||||||||||||
Subsidiary | Subsidiaries | ||||||||||||||||
Guarantors | |||||||||||||||||
ASSETS | |||||||||||||||||
Real estate properties | |||||||||||||||||
Land and buildings | $ | 2,837,697 | $ | 390,286 | $ | - | $ | 3,227,983 | |||||||||
Less accumulated depreciation | (776,167 | ) | (71,073 | ) | - | (847,240 | ) | ||||||||||
Real estate properties – net | 2,061,530 | 319,213 | - | 2,380,743 | |||||||||||||
Investment in direct financing leases | 541,846 | - | - | 541,846 | |||||||||||||
Mortgage notes receivable – net | 649,793 | - | - | 649,793 | |||||||||||||
3,253,169 | 319,213 | - | 3,572,382 | ||||||||||||||
Other investments – net | 48,268 | - | - | 48,268 | |||||||||||||
3,301,437 | 319,213 | - | 3,620,650 | ||||||||||||||
Assets held for sale – net | 16,877 | - | - | 16,877 | |||||||||||||
Total investments | 3,318,314 | 319,213 | - | 3,637,527 | |||||||||||||
Cash and cash equivalents | 700,143 | - | - | 700,143 | |||||||||||||
Restricted cash | 7,052 | 20,828 | - | 27,880 | |||||||||||||
Accounts receivable – net | 168,464 | 8,413 | - | 176,877 | |||||||||||||
Investment in affiliates | 224,843 | - | (224,843 | ) | - | ||||||||||||
Other assets | 45,506 | 10,087 | - | 55,593 | |||||||||||||
Total assets | $ | 4,464,322 | $ | 358,541 | $ | (224,843 | ) | $ | 4,598,020 | ||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||
Term loan | $ | 200,000 | $ | - | $ | - | $ | 200,000 | |||||||||
Secured borrowings | - | 93,719 | - | 93,719 | |||||||||||||
Unsecured borrowings – net | 2,312,945 | 20,712 | - | 2,333,657 | |||||||||||||
Accrued expenses and other liabilities | 180,424 | 19,267 | - | 199,691 | |||||||||||||
Intercompany payable | - | 184,916 | (184,916 | ) | - | ||||||||||||
Total liabilities | 2,693,369 | 318,614 | (184,916 | ) | 2,827,067 | ||||||||||||
Stockholders’ equity: | |||||||||||||||||
Common stock | 13,875 | - | - | 13,875 | |||||||||||||
Common stock – additional paid-in capital | 2,580,248 | - | - | 2,580,248 | |||||||||||||
Cumulative net earnings | 1,191,050 | 39,927 | (39,927 | ) | 1,191,050 | ||||||||||||
Cumulative dividends paid | (2,014,220 | ) | - | - | (2,014,220 | ) | |||||||||||
Total stockholders’ equity | 1,770,953 | 39,927 | (39,927 | ) | 1,770,953 | ||||||||||||
Total liabilities and stockholders’ equity | $ | 4,464,322 | $ | 358,541 | $ | (224,843 | ) | $ | 4,598,020 | ||||||||
OMEGA HEALTHCARE INVESTORS, INC. | |||||||||||||||||
CONSOLIDATING BALANCE SHEETS | |||||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
31-Dec-14 | |||||||||||||||||
Issuer & | Non – | Elimination Company | Consolidated | ||||||||||||||
Subsidiary | Guarantor | ||||||||||||||||
Guarantors | Subsidiaries | ||||||||||||||||
ASSETS | |||||||||||||||||
Real estate properties | |||||||||||||||||
Land and buildings | $ | 2,834,498 | $ | 389,287 | $ | — | $ | 3,223,785 | |||||||||
Less accumulated depreciation | (754,517 | ) | (67,195 | ) | — | (821,712 | ) | ||||||||||
Real estate properties – net | 2,079,981 | 322,092 | — | 2,402,073 | |||||||||||||
Investment in direct financing leases | 539,232 | — | — | 539,232 | |||||||||||||
Mortgage notes receivable – net | 648,079 | — | — | 648,079 | |||||||||||||
3,267,292 | 322,092 | — | 3,589,384 | ||||||||||||||
Other investments – net | 48,952 | — | — | 48,952 | |||||||||||||
3,316,244 | 322,092 | — | 3,638,336 | ||||||||||||||
Assets held for sale – net | 12,792 | — | — | 12,792 | |||||||||||||
Total investments | 3,329,036 | 322,092 | — | 3,651,128 | |||||||||||||
Cash and cash equivalents | 4,489 | — | — | 4,489 | |||||||||||||
Restricted cash | 7,016 | 22,060 | — | 29,076 | |||||||||||||
Accounts receivable – net | 160,789 | 7,387 | — | 168,176 | |||||||||||||
Investment in affiliates | 73,622 | — | (73,622 | ) | — | ||||||||||||
Other assets | 42,876 | 25,900 | — | 68,776 | |||||||||||||
Total assets | $ | 3,617,828 | $ | 377,439 | $ | (73,622 | ) | $ | 3,921,645 | ||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||
Revolving line of credit | $ | 85,000 | $ | — | $ | — | $ | 85,000 | |||||||||
Term loan | 200,000 | — | — | 200,000 | |||||||||||||
Secured borrowings | — | 251,454 | — | 251,454 | |||||||||||||
Unsecured borrowings – net | 1,821,302 | 20,747 | — | 1,842,049 | |||||||||||||
Accrued expenses and other liabilities | 110,199 | 31,616 | — | 141,815 | |||||||||||||
Intercompany payable | — | 40,309 | (40,309 | ) | — | ||||||||||||
Total liabilities | 2,216,501 | 344,126 | (40,309 | ) | 2,520,318 | ||||||||||||
Stockholders’ equity: | |||||||||||||||||
Common stock | 12,761 | — | — | 12,761 | |||||||||||||
Common stock – additional paid-in-capital | 2,136,234 | — | — | 2,136,234 | |||||||||||||
Cumulative net earnings | 1,147,998 | 33,313 | (33,313 | ) | 1,147,998 | ||||||||||||
Cumulative dividends paid | (1,895,666 | ) | — | — | (1,895,666 | ) | |||||||||||
Total stockholders’ equity | 1,401,327 | 33,313 | (33,313 | ) | 1,401,327 | ||||||||||||
Total liabilities and stockholders’ equity | $ | 3,617,828 | $ | 377,439 | $ | (73,622 | ) | $ | 3,921,645 | ||||||||
Schedule of consolidating statement of operations | OMEGA HEALTHCARE INVESTORS, INC. | ||||||||||||||||
CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||
Unaudited | |||||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||
Issuer & Subsidiary Guarantors | Non – | Consolidated | |||||||||||||||
Guarantor | |||||||||||||||||
Subsidiaries | Elimination | ||||||||||||||||
Revenue | |||||||||||||||||
Rental income | $ | 89,610 | $ | 11,354 | $ | - | $ | 100,964 | |||||||||
Income from direct financing leases | 14,346 | - | - | 14,346 | |||||||||||||
Mortgage interest income | 16,579 | - | - | 16,579 | |||||||||||||
Other investment income – net | 1,531 | - | - | 1,531 | |||||||||||||
Total operating revenues | 122,066 | 11,354 | - | 133,420 | |||||||||||||
Expenses | |||||||||||||||||
Depreciation and amortization | 26,732 | 3,878 | - | 30,610 | |||||||||||||
General and administrative | 5,977 | 37 | - | 6,014 | |||||||||||||
Acquisition costs | 4,868 | - | - | 4,868 | |||||||||||||
Provision for impairment on real estate properties | 5,982 | - | - | 5,982 | |||||||||||||
Provision for uncollectible mortgages, notes and accounts receivable | (2 | ) | - | - | (2 | ) | |||||||||||
Total operating expenses | 43,557 | 3,915 | - | 47,472 | |||||||||||||
Income before other income and expense | 78,509 | 7,439 | - | 85,948 | |||||||||||||
Other income (expense): | |||||||||||||||||
Interest income | 186 | 7 | - | 193 | |||||||||||||
Interest expense | (29,235 | ) | (3,124 | ) | - | (32,359 | ) | ||||||||||
Interest – amortization of deferred financing costs | (1,348 | ) | (5 | ) | - | (1,353 | ) | ||||||||||
Interest – refinancing costs | (11,674 | ) | 2,297 | - | (9,377 | ) | |||||||||||
Equity in earnings | 6,614 | - | (6,614 | ) | - | ||||||||||||
Total other expense | (35,457 | ) | (825 | ) | (6,614 | ) | (42,896 | ) | |||||||||
Income before gain (loss) on assets sold | 43,052 | 6,614 | (6,614 | ) | 43,052 | ||||||||||||
Gain (loss) on assets sold – net | - | - | - | - | |||||||||||||
Net income available to common stockholders | $ | 43,052 | $ | 6,614 | $ | (6,614 | ) | $ | 43,052 | ||||||||
OMEGA HEALTHCARE INVESTORS, INC. | |||||||||||||||||
CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||
Unaudited | |||||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Issuer & | Non – | Consolidated | |||||||||||||||
Subsidiary | Guarantor | ||||||||||||||||
Guarantors | Subsidiaries | Elimination | |||||||||||||||
Revenue | |||||||||||||||||
Rental income | $ | 85,412 | $ | 10,506 | $ | - | $ | 95,918 | |||||||||
Income from direct financing leases | 14,084 | - | - | 14,084 | |||||||||||||
Mortgage interest income | 9,326 | - | - | 9,326 | |||||||||||||
Other investment income – net | 1,673 | - | - | 1,673 | |||||||||||||
Total operating revenues | 110,495 | 10,506 | - | 121,001 | |||||||||||||
Expenses | |||||||||||||||||
Depreciation and amortization | 26,921 | 4,523 | - | 31,444 | |||||||||||||
General and administrative | 6,417 | 80 | - | 6,497 | |||||||||||||
Acquisition costs | 95 | - | - | 95 | |||||||||||||
Provision for uncollectible mortgages, notes and accounts receivable | (16 | ) | - | - | (16 | ) | |||||||||||
Total operating expenses | 33,417 | 4,603 | - | 38,020 | |||||||||||||
Income before other income and expense | 77,078 | 5,903 | - | 82,981 | |||||||||||||
Other income (expense): | |||||||||||||||||
Interest income | 2 | 6 | - | 8 | |||||||||||||
Interest expense | (23,901 | ) | (3,180 | ) | - | (27,081 | ) | ||||||||||
Interest – amortization of deferred financing costs | (917 | ) | (5 | ) | - | (922 | ) | ||||||||||
Interest – refinancing costs | (2,040 | ) | - | - | (2,040 | ) | |||||||||||
Equity in earnings | 2,724 | - | (2,724 | ) | - | ||||||||||||
Total other expense | (24,132 | ) | (3,179 | ) | (2,724 | ) | (30,035 | ) | |||||||||
Income before gain on assets sold | 52,946 | 2,724 | (2,724 | ) | 52,946 | ||||||||||||
Gain on assets sold – net | 2,883 | - | - | 2,883 | |||||||||||||
Net income available to common stockholders | $ | 55,829 | $ | 2,724 | $ | (2,724 | ) | $ | 55,829 |
BASIS_OF_PRESENTATION_AND_SIGN3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ||
Contractual receivables | $4,969 | $4,799 |
Effective yield interest receivables | 7,352 | 6,232 |
Straight-line receivables | 148,927 | 143,652 |
Lease inducements | 15,681 | 13,571 |
Allowance | -52 | -78 |
Accounts receivable - net | $176,877 | $168,176 |
BASIS_OF_PRESENTATION_AND_SIGN4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
Segment | |
Accounting Policies [Abstract] | |
Number of reportable segment | 1 |
PROPERTIES_AND_INVESTMENTS_una
PROPERTIES AND INVESTMENTS (unaudited) (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings per share - diluted: | ||
Net income available to common stockholders - as reported | $0.32 | $0.45 |
Pro forma | ||
Proforma Information [Line Items] | ||
Revenues | $133,478 | $123,827 |
Net income available to common stockholders | $43,085 | $56,923 |
Earnings per share - diluted: | ||
Net income available to common stockholders - as reported | $0.32 | $0.45 |
Net income available to common stockholders - pro forma | $0.32 | $0.46 |
PROPERTIES_AND_INVESTMENTS_Lea
PROPERTIES AND INVESTMENTS - Leased Property (Narrative) (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Leased Properties [Line Items] | |
Increase in the specific annual percentage over the prior year's rent | 2.50% |
Property available for operating lease | Minimum | |
Leased Properties [Line Items] | |
Lease term | 5 years |
Property available for operating lease | Maximum | |
Leased Properties [Line Items] | |
Lease term | 15 years |
SNF's | |
Leased Properties [Line Items] | |
Number of leased real estate properties | 421 |
Cash paid for acquisition | 6.3 |
Potential payment as part of the purchase price | 0.5 |
SNF's | Texas | |
Leased Properties [Line Items] | |
Number of operating beds | 93 |
Initial cash yield | 9.50% |
ALFs | |
Leased Properties [Line Items] | |
Number of leased real estate properties | 22 |
Specialty facilities | |
Leased Properties [Line Items] | |
Number of leased real estate properties | 11 |
PROPERTIES_AND_INVESTMENTS_Ass
PROPERTIES AND INVESTMENTS - Assets Sold or Held for Sale (Narrative) (Detail 1) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | |||
Facility | ||||
Real Estate Properties [Line Items] | ||||
Net book value of held-for-sale | $16,877,000 | [1] | $12,792,000 | [2] |
SNF's | Florida | ||||
Real Estate Properties [Line Items] | ||||
Number of facilities to be replaced | 3 | |||
Impairment charge | 6,000,000 | |||
Number of facilities | 3 | |||
SNF's | Alabama | ||||
Real Estate Properties [Line Items] | ||||
Number of held for sale facilities | 1 | |||
Net book value of held-for-sale | $4,100,000 | |||
[1] | Included one parcel of land and four facilities. | |||
[2] | Includes one parcel of land and three facilities. |
PROPERTIES_AND_INVESTMENTS_Mor
PROPERTIES AND INVESTMENTS - Mortgage Notes Receivables (Narrative) (Detail 2) | Mar. 31, 2015 |
State | |
Facility | |
Operator | |
Real Estate Properties [Line Items] | |
Number of facilities owned | 569 |
Number of states | 38 |
Number of operators | 50 |
Mortgage Receivable | |
Real Estate Properties [Line Items] | |
Number of fixed-rate mortgages | 14 |
Number of states | 5 |
Number of operators | 5 |
Mortgage Receivable | SNF's | |
Real Estate Properties [Line Items] | |
Number of facilities owned | 53 |
Mortgage Receivable | ALFs | |
Real Estate Properties [Line Items] | |
Number of facilities owned | 2 |
ASSETS_HELD_FOR_SALE_Details
ASSETS HELD FOR SALE (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | |
Facility | ||
Number Of Properties | ||
31-Dec-14 | 4 | [1] |
Properties sold | ||
Properties added | 1 | |
31-Mar-15 | 5 | [2] |
Net Book Value | ||
31-Dec-14 | $12,792 | [1] |
Properties sold | ||
Properties added | 4,085 | |
31-Mar-15 | $16,877 | [2] |
[1] | Includes one parcel of land and three facilities. | |
[2] | Included one parcel of land and four facilities. |
ASSETS_HELD_FOR_SALE_Narrative
ASSETS HELD FOR SALE (Narrative) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | ||
Parcel | Parcel | |||
Facility | Facility | |||
Real Estate Properties [Line Items] | ||||
Number of parcel of land classified as held for sale | 1 | 1 | ||
Number of facilities held for sale | 4 | 3 | ||
Real Estate Held-for-sale | $16,877 | [1] | $12,792 | [2] |
SNF's | ALABAMA | ||||
Real Estate Properties [Line Items] | ||||
Number of held for sale facilities | 1 | |||
Real Estate Held-for-sale | $4,100 | |||
[1] | Included one parcel of land and four facilities. | |||
[2] | Includes one parcel of land and three facilities. |
DIRECT_FINANCING_LEASES_Detail
DIRECT FINANCING LEASES (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | Property | Property |
Leases, Capital [Abstract] | ||
Minimum lease payments receivable | $4,232,317 | $4,244,067 |
Estimated residual values | ||
Less unearned income | -3,690,471 | -3,704,835 |
Investment in direct financing leases | $541,846 | $539,232 |
Properties subject to direct financing leases | 56 | 56 |
DIRECT_FINANCING_LEASES_Detail1
DIRECT FINANCING LEASES (Detail 1) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Leases, Capital [Abstract] | |
Year 1 | $47,000 |
Year 2 | 47,128 |
Year 3 | 47,778 |
Year 4 | 48,972 |
Year 5 | $50,197 |
DIRECT_FINANCING_LEASES_Narrat
DIRECT FINANCING LEASES (Narrative) (Detail) (USD $) | 1 Months Ended | |
In Millions, unless otherwise specified | Nov. 27, 2013 | Mar. 31, 2015 |
Bed | Facility | |
Lease | State | |
Facility | ||
State | ||
Capital Leased Assets [Line Items] | ||
Number of facilities owned | 569 | |
Number of states | 38 | |
Ark Holding Company Inc | ||
Capital Leased Assets [Line Items] | ||
Cash paid for acquisition | $529 | |
Number of lease | 4 | |
Number of facilities owned | 56 | |
Master lease term | 50 years | |
Interest on lease per annum | 10.60% | |
Number of licensed beds | 5,623 | |
Number of states | 12 | |
Ark Holding Company Inc | Southeast | ||
Capital Leased Assets [Line Items] | ||
Number of facilities owned | 39 | |
Ark Holding Company Inc | Northwest | ||
Capital Leased Assets [Line Items] | ||
Number of facilities owned | 7 | |
Ark Holding Company Inc | Texas | ||
Capital Leased Assets [Line Items] | ||
Number of facilities owned | 9 | |
Ark Holding Company Inc | Indiana | ||
Capital Leased Assets [Line Items] | ||
Number of facilities owned | 1 | |
SNF's | Ark Holding Company Inc | Direct financing leases | ||
Capital Leased Assets [Line Items] | ||
Number of facilities owned | 55 | |
ALFs | Ark Holding Company Inc | Direct financing leases | ||
Capital Leased Assets [Line Items] | ||
Number of facilities owned | 1 |
OTHER_INVESTMENTS_Details
OTHER INVESTMENTS (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Schedule of Investments [Line Items] | ||||
Notes receivable, gross | $48,268 | [1] | $48,952 | [1] |
Allowance for loss on notes receivable | ||||
Total other investments | 48,268 | 48,952 | ||
Other investment note due 2015 | ||||
Schedule of Investments [Line Items] | ||||
Notes receivable, gross | 91 | 141 | ||
Other investment notes due 2021 - 2023 | ||||
Schedule of Investments [Line Items] | ||||
Notes receivable, gross | 17,413 | 16,182 | ||
$31.5 million other investment note due 2017 | ||||
Schedule of Investments [Line Items] | ||||
Notes receivable, gross | 23,500 | 23,500 | ||
$2.5 million other investment note due 2014 | ||||
Schedule of Investments [Line Items] | ||||
Notes receivable, gross | 1,640 | |||
$6.0 million other investment note due 2015 | ||||
Schedule of Investments [Line Items] | ||||
Notes receivable, gross | 5,439 | 5,439 | ||
$1.3 million other investment note due 2017 | ||||
Schedule of Investments [Line Items] | ||||
Notes receivable, gross | 1,300 | 1,300 | ||
$0.9 million other investment note due 2015 | ||||
Schedule of Investments [Line Items] | ||||
Notes receivable, gross | $525 | $750 | ||
[1] | The majority of these notes bear interest at approximately 10% annually. |
OTHER_INVESTMENTS_Narrative_De
OTHER INVESTMENTS (Narrative) (Detail) ($2.5 million other investment note due 2014, USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
$2.5 million other investment note due 2014 | |
Short-term Debt [Line Items] | |
Loan amount | $2,500 |
Notes issued, interest rate | 6.00% |
CONCENTRATION_OF_RISK_Narrativ
CONCENTRATION OF RISK (Narrative) (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Facility | |||
Operator | |||
State | |||
Concentration Risk [Line Items] | |||
Number of facilities owned | 569 | ||
Number of states | 38 | ||
Number of operators | 50 | ||
Gross investment in facilities, net of impairments and before reserve for uncollectible loans | $4,400,000,000 | ||
Percentage share of real estate investments related to long-term care facilities | 99.00% | ||
Miscellaneous investments, net | 48,268,000 | 48,952,000 | |
Concentration percent of operated facilities for separate disclosure | 10.00% | ||
Concentration number of operated facilities | 1 | ||
Revenues from operations | 133,420,000 | 121,001,000 | |
Revenues from operations, percentage | 10.00% | ||
Florida | |||
Concentration Risk [Line Items] | |||
Concentration percent by state | 14.00% | ||
Michigan | |||
Concentration Risk [Line Items] | |||
Concentration percent by state | 10.00% | ||
Ohio | |||
Concentration Risk [Line Items] | |||
Concentration percent by state | 9.00% | ||
New Ark Investment, Inc. | |||
Concentration Risk [Line Items] | |||
Revenues from operations | 15,300,000 | ||
Revenues from operations, percentage | 11.00% | ||
Operated, concentration percent | 13.00% | ||
Genesis Healthcare | |||
Concentration Risk [Line Items] | |||
Revenues from operations | $13,800,000 | ||
Revenues from operations, percentage | 10.00% | ||
SNF's | |||
Concentration Risk [Line Items] | |||
Number of facilities owned | 474 | ||
Number of facilities held-for-sale/closed | 6 | ||
Number of facilities under fixed rate mortgage loan | 53 | ||
ALFs | |||
Concentration Risk [Line Items] | |||
Number of facilities owned | 23 | ||
Number of facilities under fixed rate mortgage loan | 2 | ||
Specialty facilities | |||
Concentration Risk [Line Items] | |||
Number of facilities owned | 11 |
DIVIDENDS_AND_STOCKHOLDERS_EQU1
DIVIDENDS AND STOCKHOLDERS' EQUITY (Narrative) (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Apr. 15, 2015 | Jan. 14, 2015 | Mar. 05, 2015 | |
Dividends [Line Items] | ||||
Cash dividends paid on common stock | $0.89 | |||
Dividend Paid | ||||
Dividends [Line Items] | ||||
Cash dividends paid on common stock | $0.36 | |||
Subsequent Event | Dividend Declared | ||||
Dividends [Line Items] | ||||
Common stock dividend payable, per share | $0.54 | $0.53 | ||
Nature of common stock dividend payable | Quarterly | Quarterly | ||
Increase in quarterly common dividend, per share | $0.01 | $0.01 | ||
Dividends declared, date of declaration | 14-Jan-15 | |||
Dividends declared, date of payment | 16-Feb-15 | |||
Dividends declared, date of record | 2-Feb-15 | |||
Aviv REIT, Inc | Dividend Declared | ||||
Dividends [Line Items] | ||||
Common stock dividend payable, per share | $0.36 | |||
Dividends declared, date of declaration | 5-Mar-15 | |||
Dividends declared, date of payment | 7-Apr-15 | |||
Dividends declared, date of record | 31-Mar-15 | |||
Aviv REIT, Inc | Subsequent Event | Dividend Declared | ||||
Dividends [Line Items] | ||||
Common stock dividend payable, per share | $0.18 | |||
Dividends declared, date of declaration | 15-Apr-15 | |||
Dividends declared, date of payment | 15-May-15 | |||
Dividends declared, date of record | 30-Apr-15 |
DIVIDENDS_AND_STOCKHOLDERS_EQU2
DIVIDENDS AND STOCKHOLDERS' EQUITY (Narrative) (Detail 1) (USD $) | 0 Months Ended | 3 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Feb. 09, 2015 | Mar. 31, 2015 | Mar. 27, 2015 | Mar. 26, 2015 | Dec. 31, 2014 |
Dividends [Abstract] | |||||
Capital stock, shares authorized | 370,000,000 | 220,000,000 | |||
Common stock, shares authorized | 350,000,000 | 350,000,000 | 200,000,000 | 200,000,000 | |
Shares of common stock issued in an underwritten public offering | 10,925,000 | 10,925,000 | |||
Common stock, price per share | $42 | $40.32 | |||
Proceeds from shares of common stock issued in an underwritten public offering | $440,000 | $440,019 | |||
Shares issued under Dividend Reinvestment and Common Stock Purchase Program | 135,000 | ||||
Dividend Reinvestment and Common Stock Purchase Program, price per share | $40.13 | ||||
Net proceeds from shares issued under Dividend Reinvestment and Common Stock Purchase Program | $5,414 |
TAXES_Narrative_Detail
TAXES (Narrative) (Detail) (USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
Income Tax Disclosure [Abstract] | |
Permitted ownership of a taxable REIT subsidiary ("TRS"), maximum percentage | 100.00% |
Net operating loss carry-forward | $1 |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ||
Stock-based compensation expense | $1,610 | $2,263 |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Detail 1) (USD $) | 3 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Jan. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares/Units | 1,393,227 | |||
Grant Date Average Fair Value Per Unit/ Share | $18.98 | |||
Total Compensation Cost | $26.50 | |||
Unrecognized Compensation Cost | 21.2 | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant Year | 2013 | |||
Shares/Units | 142,494 | 122,137 | 213,741 | |
Grant Date Average Fair Value Per Unit/ Share | $29.80 | |||
Total Compensation Cost | 4.3 | |||
Weighted Average Period of Expense Recognition | 36 months | |||
Unrecognized Compensation Cost | 3.7 | |||
Restricted stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant Year | 2014 | |||
Grant Date Average Fair Value Per Unit/ Share | $29.80 | |||
Total Compensation Cost | 3.6 | |||
Weighted Average Period of Expense Recognition | 36 months | |||
Unrecognized Compensation Cost | 2.1 | |||
Performance restricted stock units | Multi-year TSR PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares/Units | 279,552 | |||
Performance restricted stock units | Multi-year Relative TSR PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares/Units | 93,183 | |||
Performance restricted stock units | 2015 Transition TSR PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant Year | 2013 | |||
Shares/Units | 77,369 | 77,369 | ||
Grant Date Average Fair Value Per Unit/ Share | $7.48 | |||
Total Compensation Cost | 0.6 | |||
Weighted Average Period of Expense Recognition | 24 months | |||
Unrecognized Compensation Cost | 0.2 | |||
Performance restricted stock units | 2016 Transition TSR PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant Year | 2013 | |||
Shares/Units | 115,785 | 115,785 | ||
Grant Date Average Fair Value Per Unit/ Share | $8.67 | |||
Total Compensation Cost | 1 | |||
Weighted Average Period of Expense Recognition | 36 months | |||
Unrecognized Compensation Cost | 0.6 | |||
Performance restricted stock units | 2015 Transition Relative TSR PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant Year | 2013 | |||
Shares/Units | 77,368 | 77,368 | ||
Grant Date Average Fair Value Per Unit/ Share | $13.06 | |||
Total Compensation Cost | 1 | |||
Weighted Average Period of Expense Recognition | 24 months | |||
Unrecognized Compensation Cost | 0.4 | |||
Performance restricted stock units | 2016 Transition Relative TSR PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant Year | 2013 | |||
Shares/Units | 115,781 | 115,781 | ||
Grant Date Average Fair Value Per Unit/ Share | $14.25 | |||
Total Compensation Cost | 1.7 | |||
Weighted Average Period of Expense Recognition | 36 months | |||
Unrecognized Compensation Cost | 1 | |||
Performance restricted stock units | 2016 TSR PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant Year | 2014 | |||
Shares/Units | 154,584 | 154,584 | ||
Grant Date Average Fair Value Per Unit/ Share | $8.67 | |||
Total Compensation Cost | 1.3 | |||
Weighted Average Period of Expense Recognition | 48 months | |||
Unrecognized Compensation Cost | 0.9 | |||
Performance restricted stock units | 2016 Relative TSR PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant Year | 2014 | |||
Shares/Units | 154,584 | 154,584 | ||
Grant Date Average Fair Value Per Unit/ Share | $14.25 | |||
Total Compensation Cost | 2.2 | |||
Weighted Average Period of Expense Recognition | 48 months | |||
Unrecognized Compensation Cost | 1.5 | |||
Performance restricted stock units | 2017 LTIPs Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant Year | 2015 | |||
Shares/Units | 154,716 | |||
Grant Date Average Fair Value Per Unit/ Share | $14.66 | |||
Total Compensation Cost | 2.3 | |||
Weighted Average Period of Expense Recognition | 45 months | |||
Unrecognized Compensation Cost | 2.3 | |||
Performance restricted stock units | 2017 Relative TSR PRSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant Year | 2015 | |||
Shares/Units | 154,716 | |||
Grant Date Average Fair Value Per Unit/ Share | $22.50 | |||
Total Compensation Cost | 3.5 | |||
Weighted Average Period of Expense Recognition | 45 months | |||
Unrecognized Compensation Cost | 3.5 | |||
2017 Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant Year | 2015 | |||
Shares/Units | 123,693 | |||
Grant Date Average Fair Value Per Unit/ Share | $40.57 | |||
Total Compensation Cost | 5 | |||
Weighted Average Period of Expense Recognition | 33 months | |||
Unrecognized Compensation Cost | $5 |
STOCKBASED_COMPENSATION_Narrat
STOCK-BASED COMPENSATION (Narrative) (Detail) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2013 | Jan. 31, 2014 | Jan. 31, 2011 | |
Type_Award | Type_Award | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 1,393,227 | |||||||
Restricted stock units ("RSUs") | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 213,741 | 122,137 | 142,494 | 213,741 | 122,137 | |||
Vesting period, years | 3 years | |||||||
Shares of stock vested | 71,247 | |||||||
Restricted stock units ("RSUs") | December 31, 2017 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 123,693 | |||||||
Restricted stock units ("RSUs") | 2014 Transition Relative TSR PRSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares of stock vested | 61,769 | |||||||
Performance restricted stock units ("PRSUs") | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Method used to estimate the fair value for PRSUs | Monte Carlo model | |||||||
Number of types of share based awards | 6 | 2 | 2 | |||||
Performance restricted stock units ("PRSUs") | Multi-year TSR PRSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 279,552 | |||||||
Performance restricted stock units ("PRSUs") | Multi-year TSR PRSUs | Vesting on March 31, 2014 | Awards granted in January 1, 2011 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock awards, vesting percent | 25.00% | |||||||
Performance restricted stock units ("PRSUs") | Multi-year TSR PRSUs | Vesting on June 30, 2014 | Awards granted in January 1, 2011 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock awards, vesting percent | 25.00% | |||||||
Performance restricted stock units ("PRSUs") | Multi-year TSR PRSUs | Vesting on September 30, 2014 | Awards granted in January 1, 2011 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock awards, vesting percent | 25.00% | |||||||
Performance restricted stock units ("PRSUs") | Multi-year TSR PRSUs | Vesting on December 31, 2014 | Awards granted in January 1, 2011 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock awards, vesting percent | 25.00% | |||||||
Performance restricted stock units ("PRSUs") | Multi-year Relative TSR PRSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 93,183 | |||||||
Performance restricted stock units ("PRSUs") | Multi-year Relative TSR PRSUs | Vesting on March 31, 2014 | Awards granted in January 1, 2011 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock awards, vesting percent | 25.00% | |||||||
Performance restricted stock units ("PRSUs") | Multi-year Relative TSR PRSUs | Vesting on June 30, 2014 | Awards granted in January 1, 2011 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock awards, vesting percent | 25.00% | |||||||
Performance restricted stock units ("PRSUs") | Multi-year Relative TSR PRSUs | Vesting on September 30, 2014 | Awards granted in January 1, 2011 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock awards, vesting percent | 25.00% | |||||||
Performance restricted stock units ("PRSUs") | Multi-year Relative TSR PRSUs | Vesting on December 31, 2014 | Awards granted in January 1, 2011 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock awards, vesting percent | 25.00% | |||||||
Performance restricted stock units ("PRSUs") | Annual TSR | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 124,244 | 124,244 | ||||||
Shares of stock vested | 124,244 | |||||||
Performance restricted stock units ("PRSUs") | 2014 Transition TSR PRSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period, years | 1 year | |||||||
Shares of stock vested | 77,371 | |||||||
Performance restricted stock units ("PRSUs") | 2015 Transition TSR PRSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 77,369 | 77,369 | 77,369 | |||||
Vesting period, years | 2 years | |||||||
Performance restricted stock units ("PRSUs") | 2016 Transition TSR PRSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 115,785 | 115,785 | 115,785 | |||||
Vesting period, years | 3 years | |||||||
Performance restricted stock units ("PRSUs") | 2014 Transition Relative TSR PRSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period, years | 1 year | |||||||
Performance restricted stock units ("PRSUs") | 2015 Transition Relative TSR PRSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 77,368 | 77,368 | 77,368 | |||||
Vesting period, years | 2 years | |||||||
Performance restricted stock units ("PRSUs") | 2016 Transition Relative TSR PRSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 115,781 | 115,781 | 115,781 | |||||
Vesting period, years | 3 years | |||||||
Performance restricted stock units ("PRSUs") | 2016 TSR PRSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 154,584 | 154,584 | 154,584 | |||||
Vesting period, years | 3 years | |||||||
Performance restricted stock units ("PRSUs") | 2016 Relative TSR PRSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 154,584 | 154,584 | 154,584 | |||||
Vesting period, years | 3 years | |||||||
Performance restricted stock units ("PRSUs") | 2017 LTIPs PRSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 154,716 | |||||||
Performance restricted stock units ("PRSUs") | 2017 Relative PRSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted | 154,716 |
STOCKBASED_COMPENSATION_Narrat1
STOCK-BASED COMPENSATION (Narrative) (Detail 1) (USD $) | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of restricted stock outstanding | 1,393,227 |
Unrecognized compensation Cost | $21.20 |
Restricted stock | Directors | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of restricted stock outstanding | 37,983 |
Vesting period, years | 3 years |
Unrecognized compensation Cost | $0.50 |
BORROWING_ACTIVITIES_AND_ARRAN2
BORROWING ACTIVITIES AND ARRANGEMENTS - Long-term borrowings (Detail) (USD $) | 3 Months Ended | |||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 13, 2015 | Mar. 18, 2015 | ||
Secured borrowings: | ||||||
HUD debt | $93,719 | $251,454 | ||||
Unsecured borrowings: | ||||||
Revolving line of credit | 85,000 | |||||
Term loan | 200,000 | 200,000 | ||||
Revolving line of credit including term loan | 200,000 | 285,000 | ||||
Total - net | 2,627,376 | 2,378,503 | ||||
Secured borrowings | HUD mortgages assumed June 2010 | ||||||
Debt Instrument [Line Items] | ||||||
Maturity | 2040 - 2045 | [1] | ||||
Rate | [1] | |||||
Secured borrowings: | ||||||
Long-term borrowing amount, secured borrowings | [1] | 126,319 | [1] | |||
Secured borrowings | HUD mortgages assumed October 2011 | ||||||
Debt Instrument [Line Items] | ||||||
Maturity | 2036 | [1] | ||||
Rate | 4.91% | [1] | ||||
Secured borrowings: | ||||||
Long-term borrowing amount, secured borrowings | 26,457 | [1] | 26,658 | [1] | ||
Secured borrowings | HUD mortgages assumed December 2011 | ||||||
Debt Instrument [Line Items] | ||||||
Maturity | 2044 | [1] | ||||
Rate | 3.06% | [1] | ||||
Secured borrowings: | ||||||
Long-term borrowing amount, secured borrowings | 57,116 | [1] | 57,416 | [1] | ||
Secured borrowings | HUD mortgages assumed December 2012 | ||||||
Debt Instrument [Line Items] | ||||||
Maturity | 2041 | [1] | ||||
Rate | 4.35% | [1] | ||||
Secured borrowings: | ||||||
Long-term borrowing amount, secured borrowings | 10,146 | [1] | 41,061 | [1] | ||
Unsecured borrowings | ||||||
Unsecured borrowings: | ||||||
Unsecured borrowing | 2,345,712 | 1,845,747 | ||||
Discount - net | -12,055 | -3,698 | ||||
Total unsecured borrowings | 2,533,657 | 2,127,049 | ||||
Unsecured borrowings | Revolving line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Maturity | 2018 | |||||
Rate | ||||||
Unsecured borrowings: | ||||||
Revolving line of credit | 85,000 | |||||
Unsecured borrowings | Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Maturity | 2019 | |||||
Rate | 1.68% | |||||
Unsecured borrowings: | ||||||
Term loan | 200,000 | 200,000 | ||||
Unsecured borrowings | 2020 notes | ||||||
Debt Instrument [Line Items] | ||||||
Maturity | 2020 | |||||
Rate | 7.50% | |||||
Unsecured borrowings: | ||||||
Senior notes outstanding | ||||||
Unsecured borrowings | 2022 notes | ||||||
Debt Instrument [Line Items] | ||||||
Maturity | 2022 | |||||
Rate | 6.75% | |||||
Unsecured borrowings: | ||||||
Senior notes outstanding | 575,000 | 575,000 | ||||
Unsecured borrowings | 2024 notes | ||||||
Debt Instrument [Line Items] | ||||||
Maturity | 2024 | |||||
Rate | 5.88% | |||||
Unsecured borrowings: | ||||||
Senior notes outstanding | 400,000 | 400,000 | ||||
Unsecured borrowings | 2024 notes | ||||||
Debt Instrument [Line Items] | ||||||
Maturity | 2024 | |||||
Rate | 4.95% | |||||
Unsecured borrowings: | ||||||
Senior notes outstanding | 400,000 | 400,000 | ||||
Unsecured borrowings | 2025 notes | ||||||
Debt Instrument [Line Items] | ||||||
Maturity | 2025 | |||||
Rate | 4.50% | |||||
Unsecured borrowings: | ||||||
Senior notes outstanding | 250,000 | 250,000 | ||||
Unsecured borrowings | 2027 notes | ||||||
Debt Instrument [Line Items] | ||||||
Maturity | 2027 | |||||
Rate | 4.50% | 4.50% | ||||
Unsecured borrowings: | ||||||
Senior notes outstanding | 700,000 | 700,000 | ||||
Unsecured borrowings | Subordinated debt | ||||||
Debt Instrument [Line Items] | ||||||
Maturity | 2021 | |||||
Rate | 9.00% | |||||
Unsecured borrowings: | ||||||
Subordinated debt | $20,712 | $20,747 | ||||
[1] | Reflects the weighted average annual contractual interest rate on the mortgages at March 31, 2015; however, excludes a 0.5% third-party administration fee. |
BORROWING_ACTIVITIES_AND_ARRAN3
BORROWING ACTIVITIES AND ARRANGEMENTS - Long-term borrowings (Parentheticals) (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Excluded percentage of third party administration fee | 0.50% |
BORROWING_ACTIVITIES_AND_ARRAN4
BORROWING ACTIVITIES AND ARRANGEMENTS - Long-term borrowings (Detail) - Unsecured Borrowings (Narrative) (Detail) (USD $) | 3 Months Ended | 1 Months Ended | ||
Mar. 31, 2015 | Mar. 18, 2015 | Dec. 31, 2014 | Jun. 27, 2014 | |
Borrowing Arrangements [Line Items] | ||||
Term loan | 200,000,000 | $200,000,000 | ||
Revolving line of credit | 85,000,000 | |||
Unsecured borrowings | ||||
Borrowing Arrangements [Line Items] | ||||
Credit facility, borrowing capacity | 1,200,000,000 | |||
Unsecured borrowings | Senior unsecured revolving credit facility | ||||
Borrowing Arrangements [Line Items] | ||||
Credit facility, borrowing capacity | 1,000,000,000 | |||
Pricing of credit facility at LIBOR plus an applicable percentage | 1.30% | |||
Credit facility, description of variable rate basis | The Revolving Credit Facility is priced at LIBOR plus an applicable percentage (beginning at 130 basis points, with a range of 92.5 to 170 basis points) based on our ratings from Standard & Poor's, Moody's and/or Fitch Ratings, | |||
Facility fee, basis spread on variable rate | 0.25% | |||
Facility fee, description of variable rate basis | facility fee based on the same ratings (initially 25 basis points, with a range of 12.5 to 30 basis points) | |||
Debt maturity date | 27-Jun-18 | |||
Unsecured borrowings | Senior unsecured revolving credit facility | Minimum | ||||
Borrowing Arrangements [Line Items] | ||||
Pricing of credit facility at LIBOR plus an applicable percentage | 0.09% | |||
Facility fee, basis spread on variable rate | 0.13% | |||
Unsecured borrowings | Senior unsecured revolving credit facility | Maximum | ||||
Borrowing Arrangements [Line Items] | ||||
Pricing of credit facility at LIBOR plus an applicable percentage | 1.70% | |||
Facility fee, basis spread on variable rate | 0.30% | |||
Unsecured borrowings | Term Loan Facility | ||||
Borrowing Arrangements [Line Items] | ||||
Credit facility, borrowing capacity | 200,000,000 | |||
Term loan | 200,000,000 | |||
Pricing of credit facility at LIBOR plus an applicable percentage | 1.50% | |||
Credit facility, description of variable rate basis | The Term Loan Facility is also priced at LIBOR plus an applicable percentage (beginning at 150 basis points, with a range of 100 to 195 basis points) based on our ratings from Standard & Poor's, Moody's and/or Fitch Ratings. | |||
Debt maturity date | 27-Jun-19 | |||
Unsecured borrowings | Term Loan Facility | Minimum | ||||
Borrowing Arrangements [Line Items] | ||||
Pricing of credit facility at LIBOR plus an applicable percentage | 1.00% | |||
Unsecured borrowings | Term Loan Facility | Maximum | ||||
Borrowing Arrangements [Line Items] | ||||
Pricing of credit facility at LIBOR plus an applicable percentage | 1.95% | |||
Unsecured borrowings | 2024 notes | ||||
Borrowing Arrangements [Line Items] | ||||
Current Rate | 4.95% | |||
Senior notes, principal amount | 400,000,000 | 400,000,000 | ||
Unsecured borrowings | 2025 notes | ||||
Borrowing Arrangements [Line Items] | ||||
Current Rate | 4.50% | |||
Senior notes, principal amount | 250,000,000 | 250,000,000 | ||
Unsecured borrowings | 2027 notes | ||||
Borrowing Arrangements [Line Items] | ||||
Current Rate | 4.50% | 4.50% | ||
Senior notes, principal amount | 700,000,000 | 700,000,000 | ||
Redemption price percentage specified on principal amount | 100.00% | |||
Debt maturity date | 1-Apr-27 | |||
Debt instrument, issuance price, percentage of principal amount issued | 98.55% | |||
Net proceeds from issuance of debt, after deducting initial purchasers' discounts | 683,000,000 | |||
Minimum borrowing required to be fully guaranteed | $50,000,000 |
BORROWING_ACTIVITIES_AND_ARRAN5
BORROWING ACTIVITIES AND ARRANGEMENTS (Narrative) (Detail 1) (HUD, USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Mortgage | |
Debt Instrument [Line Items] | |
Number of HUD mortgages | 21 |
Payment to retire HUD mortgages | $154.30 |
Total HUD mortgage loans principal payoff | 146.9 |
Gain on extinguishment of the debt | 2.3 |
Write-off of premium recorded at time of acquisition | 9.7 |
Prepayment fees | $7.40 |
Hud interest rate 5.35% | |
Debt Instrument [Line Items] | |
Number of mortgage loans | 18 |
Notes issued, interest rate | 5.35% |
Lease expiration period | January 2040 and January 2045 |
Hud interest rate 5.23% | |
Debt Instrument [Line Items] | |
Number of mortgage loans | 3 |
Notes issued, interest rate | 5.23% |
Lease expiration period | February 2040 and February 2045 |
BORROWING_ACTIVITIES_AND_ARRAN6
BORROWING ACTIVITIES AND ARRANGEMENTS (Narrative) (Detail 2) (Unsecured borrowings, 7.50% notes due 2020, USD $) | 0 Months Ended | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 13, 2015 | Mar. 31, 2015 |
Unsecured borrowings | 7.50% notes due 2020 | ||
Debt Instrument [Line Items] | ||
Current Rate | 7.50% | |
Redemption price, percentage | 103.75% | |
Redemption price | $208.70 | |
Redemption related costs and write-offs | 11.7 | |
Redemption prepayment fee | 7.5 | |
Write off deferred financing and discount costs | $4.20 |
FINANCIAL_INSTRUMENTS_Detail
FINANCIAL INSTRUMENTS (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Assets: | ||||
Cash and cash equivalents | $700,143 | $4,489 | $20,374 | $2,616 |
Restricted cash | 27,880 | 29,076 | ||
Investment in direct financing leases | 541,846 | 539,232 | ||
Mortgage notes receivable - net | 649,793 | 648,079 | ||
Other investments - net | 48,268 | 48,952 | ||
Liabilities: | ||||
Revolving line of credit | 85,000 | |||
Term loan | 200,000 | 200,000 | ||
HUD debt | 93,719 | 251,454 | ||
Carrying Amount | ||||
Assets: | ||||
Cash and cash equivalents | 700,143 | 4,489 | ||
Restricted cash | 27,880 | 29,076 | ||
Investment in direct financing leases | 541,846 | 539,232 | ||
Mortgage notes receivable - net | 649,793 | 648,079 | ||
Other investments - net | 48,268 | 48,952 | ||
Totals | 1,967,930 | 1,269,828 | ||
Liabilities: | ||||
Revolving line of credit | 85,000 | |||
Term loan | 200,000 | 200,000 | ||
HUD debt | 93,719 | 251,454 | ||
Subordinated debt | 20,712 | 20,747 | ||
Totals | 2,627,376 | 2,378,503 | ||
Carrying Amount | 7.50% notes due 2020 | ||||
Liabilities: | ||||
Notes Payable | 198,235 | |||
Carrying Amount | 6.75% notes due 2022 | ||||
Liabilities: | ||||
Notes Payable | 580,237 | 580,410 | ||
Carrying Amount | 5.875% notes due 2024 | ||||
Liabilities: | ||||
Notes Payable | 400,000 | 400,000 | ||
Carrying Amount | 4.95% notes due 2024 | ||||
Liabilities: | ||||
Notes Payable | 394,909 | 394,768 | ||
Carrying Amount | 4.50% notes due 2025 | ||||
Liabilities: | ||||
Notes Payable | 247,942 | 247,889 | ||
Carrying Amount | 4.50% notes due 2027 | ||||
Liabilities: | ||||
Notes Payable | 689,857 | |||
Fair Value | ||||
Assets: | ||||
Cash and cash equivalents | 700,143 | 4,489 | ||
Restricted cash | 27,880 | 29,076 | ||
Investment in direct financing leases | 541,846 | 539,232 | ||
Mortgage notes receivable - net | 646,088 | 642,626 | ||
Other investments - net | 53,315 | 49,513 | ||
Totals | 1,969,272 | 1,264,936 | ||
Liabilities: | ||||
Revolving line of credit | 85,000 | |||
Term loan | 200,000 | 200,000 | ||
HUD debt | 96,224 | 266,434 | ||
Subordinated debt | 28,620 | 26,434 | ||
Totals | 2,900,256 | 2,623,641 | ||
Fair Value | 7.50% notes due 2020 | ||||
Liabilities: | ||||
Notes Payable | 264,269 | |||
Fair Value | 6.75% notes due 2022 | ||||
Liabilities: | ||||
Notes Payable | 752,996 | 677,851 | ||
Fair Value | 5.875% notes due 2024 | ||||
Liabilities: | ||||
Notes Payable | 461,054 | 449,242 | ||
Fair Value | 4.95% notes due 2024 | ||||
Liabilities: | ||||
Notes Payable | 418,462 | 410,358 | ||
Fair Value | 4.50% notes due 2025 | ||||
Liabilities: | ||||
Notes Payable | 255,852 | 244,053 | ||
Fair Value | 4.50% notes due 2027 | ||||
Liabilities: | ||||
Notes Payable | $687,048 |
FINANCIAL_INSTRUMENTS_Parenthe
FINANCIAL INSTRUMENTS (Parentheticals) (Detail) | Mar. 31, 2015 |
7.50% notes due 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notes issued, interest rate | 7.50% |
6.75% notes due 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notes issued, interest rate | 6.75% |
5.875% notes due 2024 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notes issued, interest rate | 5.88% |
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% |
4.50% notes due 2027 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notes issued, interest rate | 4.50% |
LITIGATION_Details
LITIGATION (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Class_actions | |
Commitments and Contingencies Disclosure [Abstract] | |
Number of class actions filed by purported stockholders | 4 |
EARNINGS_PER_SHARE_Detail
EARNINGS PER SHARE (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Numerator: | ||
Net income | $43,052 | $55,829 |
Numerator for net income available to common stockholders' per share - basic and diluted | $43,052 | $55,829 |
Denominator: | ||
Denominator for basic earnings per share | 134,346,000 | 124,459,000 |
Effect of dilutive securities: | ||
Common stock equivalents | 460,000 | 363,000 |
Denominator for diluted earnings per share | 134,806,000 | 124,822,000 |
Earnings per share - basic: | ||
Net income - basic (in dollars per share) | $0.32 | $0.45 |
Earnings per share - diluted: | ||
Net income - diluted (in dollars per share) | $0.32 | $0.45 |
CONSOLIDATING_FINANCIAL_STATEM2
CONSOLIDATING FINANCIAL STATEMENTS (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Real estate properties | ||||
Land and buildings | $3,227,983 | $3,223,785 | ||
Less accumulated depreciation | -847,240 | -821,712 | ||
Real estate properties - net | 2,380,743 | 2,402,073 | ||
Investment in direct financing leases | 541,846 | 539,232 | ||
Mortgage notes receivable - net | 649,793 | 648,079 | ||
Real estate properties, total | 3,572,382 | 3,589,384 | ||
Other investments - net | 48,268 | 48,952 | ||
Total investments held, continuing operations | 3,620,650 | 3,638,336 | ||
Assets held for sale - net | 16,877 | 12,792 | ||
Total investments | 3,637,527 | 3,651,128 | ||
Cash and cash equivalents | 700,143 | 4,489 | 20,374 | 2,616 |
Restricted cash | 27,880 | 29,076 | ||
Accounts receivable - net | 176,877 | 168,176 | ||
Investment in affiliates | ||||
Other assets | 55,593 | 68,776 | ||
Total assets | 4,598,020 | 3,921,645 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Revolving line of credit | 85,000 | |||
Term loan | 200,000 | 200,000 | ||
Secured borrowings | 93,719 | 251,454 | ||
Unsecured borrowings - net | 2,333,657 | 1,842,049 | ||
Accrued expenses and other liabilities | 199,691 | 141,815 | ||
Intercompany payable | ||||
Total liabilities | 2,827,067 | 2,520,318 | ||
Stockholders' equity: | ||||
Common stock | 13,875 | 12,761 | ||
Common stock - additional paid-in-capital | 2,580,248 | 2,136,234 | ||
Cumulative net earnings | 1,191,050 | 1,147,998 | ||
Cumulative dividends paid | -2,014,220 | -1,895,666 | ||
Total stockholders' equity | 1,770,953 | 1,401,327 | ||
Total liabilities and stockholders' equity | 4,598,020 | 3,921,645 | ||
Issuer & Subsidiary Guarantors | ||||
Real estate properties | ||||
Land and buildings | 2,837,697 | 2,834,498 | ||
Less accumulated depreciation | -776,167 | -754,517 | ||
Real estate properties - net | 2,061,530 | 2,079,981 | ||
Investment in direct financing leases | 541,846 | 539,232 | ||
Mortgage notes receivable - net | 649,793 | 648,079 | ||
Real estate properties, total | 3,253,169 | 3,267,292 | ||
Other investments - net | 48,268 | 48,952 | ||
Total investments held, continuing operations | 3,301,437 | 3,316,244 | ||
Assets held for sale - net | 16,877 | 12,792 | ||
Total investments | 3,318,314 | 3,329,036 | ||
Cash and cash equivalents | 700,143 | 4,489 | ||
Restricted cash | 7,052 | 7,016 | ||
Accounts receivable - net | 168,464 | 160,789 | ||
Investment in affiliates | 224,843 | 73,622 | ||
Other assets | 45,506 | 42,876 | ||
Total assets | 4,464,322 | 3,617,828 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Revolving line of credit | 85,000 | |||
Term loan | 200,000 | 200,000 | ||
Secured borrowings | ||||
Unsecured borrowings - net | 2,312,945 | 1,821,302 | ||
Accrued expenses and other liabilities | 180,424 | 110,199 | ||
Intercompany payable | ||||
Total liabilities | 2,693,369 | 2,216,501 | ||
Stockholders' equity: | ||||
Common stock | 13,875 | 12,761 | ||
Common stock - additional paid-in-capital | 2,580,248 | 2,136,234 | ||
Cumulative net earnings | 1,191,050 | 1,147,998 | ||
Cumulative dividends paid | -2,014,220 | -1,895,666 | ||
Total stockholders' equity | 1,770,953 | 1,401,327 | ||
Total liabilities and stockholders' equity | 4,464,322 | 3,617,828 | ||
Non-Guarantor Subsidiaries | ||||
Real estate properties | ||||
Land and buildings | 390,286 | 389,287 | ||
Less accumulated depreciation | -71,073 | -67,195 | ||
Real estate properties - net | 319,213 | 322,092 | ||
Investment in direct financing leases | ||||
Mortgage notes receivable - net | ||||
Real estate properties, total | 319,213 | 322,092 | ||
Other investments - net | ||||
Total investments held, continuing operations | 319,213 | 322,092 | ||
Assets held for sale - net | ||||
Total investments | 319,213 | 322,092 | ||
Cash and cash equivalents | ||||
Restricted cash | 20,828 | 22,060 | ||
Accounts receivable - net | 8,413 | 7,387 | ||
Investment in affiliates | ||||
Other assets | 10,087 | 25,900 | ||
Total assets | 358,541 | 377,439 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Revolving line of credit | ||||
Term loan | ||||
Secured borrowings | 93,719 | 251,454 | ||
Unsecured borrowings - net | 20,712 | 20,747 | ||
Accrued expenses and other liabilities | 19,267 | 31,616 | ||
Intercompany payable | 184,916 | 40,309 | ||
Total liabilities | 318,614 | 344,126 | ||
Stockholders' equity: | ||||
Common stock | ||||
Common stock - additional paid-in-capital | ||||
Cumulative net earnings | 39,927 | 33,313 | ||
Cumulative dividends paid | ||||
Total stockholders' equity | 39,927 | 33,313 | ||
Total liabilities and stockholders' equity | 358,541 | 377,439 | ||
Elimination Company | ||||
Real estate properties | ||||
Land and buildings | ||||
Less accumulated depreciation | ||||
Real estate properties - net | ||||
Investment in direct financing leases | ||||
Mortgage notes receivable - net | ||||
Real estate properties, total | ||||
Other investments - net | ||||
Total investments held, continuing operations | ||||
Assets held for sale - net | ||||
Total investments | ||||
Cash and cash equivalents | ||||
Restricted cash | ||||
Accounts receivable - net | ||||
Investment in affiliates | -224,843 | -73,622 | ||
Other assets | ||||
Total assets | -224,843 | -73,622 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Revolving line of credit | ||||
Term loan | ||||
Secured borrowings | ||||
Unsecured borrowings - net | ||||
Accrued expenses and other liabilities | ||||
Intercompany payable | -184,916 | -40,309 | ||
Total liabilities | -184,916 | -40,309 | ||
Stockholders' equity: | ||||
Common stock | ||||
Common stock - additional paid-in-capital | ||||
Cumulative net earnings | -39,927 | -33,313 | ||
Cumulative dividends paid | ||||
Total stockholders' equity | -39,927 | -33,313 | ||
Total liabilities and stockholders' equity | ($224,843) | ($73,622) |
CONSOLIDATING_FINANCIAL_STATEM3
CONSOLIDATING FINANCIAL STATEMENTS (Detail 1) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue | ||
Rental income | $100,964 | $95,918 |
Income from direct financing leases | 14,346 | 14,084 |
Mortgage interest income | 16,579 | 9,326 |
Other investment income - net | 1,531 | 1,673 |
Total operating revenues | 133,420 | 121,001 |
Expenses | ||
Depreciation and amortization | 30,610 | 31,444 |
General and administrative | 6,014 | 6,497 |
Acquisition costs | 4,868 | 95 |
Provision for impairment on real estate properties | 5,982 | |
Provisions for uncollectible mortgages, notes and accounts receivable | -2 | -16 |
Total operating expenses | 47,472 | 38,020 |
Income before other income and expense | 85,948 | 82,981 |
Other income (expense): | ||
Interest income | 193 | 8 |
Interest expense | -32,359 | -27,081 |
Interest - amortization of deferred financing costs | -1,353 | -922 |
Interest - refinancing costs | -9,377 | -2,040 |
Equity in earnings | ||
Total other expense | -42,896 | -30,035 |
Income before gain (loss) on assets sold | 43,052 | 52,946 |
Gain on assets sold - net | 2,883 | |
Net income available to common stockholders | 43,052 | 55,829 |
Issuer & Subsidiary Guarantors | ||
Revenue | ||
Rental income | 89,610 | 85,412 |
Income from direct financing leases | 14,346 | 14,084 |
Mortgage interest income | 16,579 | 9,326 |
Other investment income - net | 1,531 | 1,673 |
Total operating revenues | 122,066 | 110,495 |
Expenses | ||
Depreciation and amortization | 26,732 | 26,921 |
General and administrative | 5,977 | 6,417 |
Acquisition costs | 4,868 | 95 |
Provision for impairment on real estate properties | 5,982 | |
Provisions for uncollectible mortgages, notes and accounts receivable | -2 | -16 |
Total operating expenses | 43,557 | 33,417 |
Income before other income and expense | 78,509 | 77,078 |
Other income (expense): | ||
Interest income | 186 | 2 |
Interest expense | -29,235 | -23,901 |
Interest - amortization of deferred financing costs | -1,348 | -917 |
Interest - refinancing costs | -11,674 | -2,040 |
Equity in earnings | 6,614 | 2,724 |
Total other expense | -35,457 | -24,132 |
Income before gain (loss) on assets sold | 43,052 | 52,946 |
Gain on assets sold - net | 2,883 | |
Net income available to common stockholders | 43,052 | 55,829 |
Non-Guarantor Subsidiaries | ||
Revenue | ||
Rental income | 11,354 | 10,506 |
Income from direct financing leases | ||
Mortgage interest income | ||
Other investment income - net | ||
Total operating revenues | 11,354 | 10,506 |
Expenses | ||
Depreciation and amortization | 3,878 | 4,523 |
General and administrative | 37 | 80 |
Acquisition costs | ||
Provision for impairment on real estate properties | ||
Provisions for uncollectible mortgages, notes and accounts receivable | ||
Total operating expenses | 3,915 | 4,603 |
Income before other income and expense | 7,439 | 5,903 |
Other income (expense): | ||
Interest income | 7 | 6 |
Interest expense | -3,124 | -3,180 |
Interest - amortization of deferred financing costs | -5 | -5 |
Interest - refinancing costs | 2,297 | |
Equity in earnings | ||
Total other expense | -825 | -3,179 |
Income before gain (loss) on assets sold | 6,614 | 2,724 |
Gain on assets sold - net | ||
Net income available to common stockholders | 6,614 | 2,724 |
Elimination Company | ||
Revenue | ||
Rental income | ||
Income from direct financing leases | ||
Mortgage interest income | ||
Other investment income - net | ||
Total operating revenues | ||
Expenses | ||
Depreciation and amortization | ||
General and administrative | ||
Acquisition costs | ||
Provision for impairment on real estate properties | ||
Provisions for uncollectible mortgages, notes and accounts receivable | ||
Total operating expenses | ||
Income before other income and expense | ||
Other income (expense): | ||
Interest income | ||
Interest expense | ||
Interest - amortization of deferred financing costs | ||
Interest - refinancing costs | ||
Equity in earnings | -6,614 | -2,724 |
Total other expense | -6,614 | -2,724 |
Income before gain (loss) on assets sold | -6,614 | -2,724 |
Gain on assets sold - net | ||
Net income available to common stockholders | ($6,614) | ($2,724) |
CONSOLIDATING_FINANCIAL_STATEM4
CONSOLIDATING FINANCIAL STATEMENTS (Narrative) (Detail) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||
Mar. 31, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Oct. 31, 2014 | Dec. 31, 2014 | |
Facility | Subsidiary | Mortgage | Subsidiary | |||
Subsidiary | Subsidiary | |||||
7.50% notes due 2020 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Rate on senior notes | 7.50% | |||||
6.75% notes due 2022 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Rate on senior notes | 6.75% | |||||
5.875% notes due 2024 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Rate on senior notes | 5.88% | |||||
4.95% notes due 2024 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Rate on senior notes | 4.95% | |||||
HUD debt | Non-guarantor subsidiaries | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Number of subsidiaries acquired and designated as unrestricted | 47 | 52 | ||||
Number of subsidiaries acquired and designated as restricted | 32 | 1 | ||||
Number of facilities related to retirement of Hud related mortgages | 21 | |||||
Hud Debt | Non-guarantor subsidiaries | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Number of subsidiaries acquired and designated as restricted | 4 | 4 | ||||
Principal payment for mortgage | 1,000,000 | $34,300,000 | $1,100,000 | |||
Ownership percent of the subsidiary guarantors (in percent) | 100.00% | |||||
Number of facilities related to retirement of Hud related mortgages | 4 | |||||
Noncash write off of unamortized premium | 3,300,000 | |||||
Prepayment fees | 1,700,000 | |||||
HUD Mortgage Debt | Non-guarantor subsidiaries | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Number of subsidiaries acquired and designated as restricted | 1 | |||||
Principal payment for mortgage | 146,900,000 | 3,400,000 | ||||
Number of facilities related to retirement of Hud related mortgages | 21 | 1 | ||||
Noncash write off of unamortized premium | 9,700,000 | 200,000 | ||||
Prepayment fees | 7,400,000 | 200,000 | ||||
4.50% notes due 2025 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Rate on senior notes | 4.50% | |||||
Unsecured borrowings | 7.50% notes due 2020 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Senior notes, principal amount | ||||||
Unsecured borrowings | 6.75% notes due 2022 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Senior notes, principal amount | 575,000,000 | 575,000,000 | ||||
Rate on senior notes | 6.75% | |||||
Unsecured borrowings | 5.875% notes due 2024 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Senior notes, principal amount | 400,000,000 | 400,000,000 | ||||
Rate on senior notes | 5.88% | |||||
Unsecured borrowings | 4.95% notes due 2024 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Senior notes, principal amount | 400,000,000 | 400,000,000 | ||||
Rate on senior notes | 4.95% | |||||
Unsecured borrowings | 4.50% notes due 2025 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Senior notes, principal amount | 250,000,000 | 250,000,000 | ||||
Rate on senior notes | 4.50% | |||||
Unsecured borrowings | 4.5% Notes due 2027 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Senior notes, principal amount | 700,000,000 | |||||
Rate on senior notes | 4.50% |
SUBSEQUENT_EVENTS_Narrative_De
SUBSEQUENT EVENTS (Narrative) (Detail) (Subsequent Event, Omega OP Units, USD $) | Apr. 01, 2015 |
In Millions, except Per Share data, unless otherwise specified | |
Subsequent Event [Line Items] | |
Limited partnership interests owned | 138.9 |
Limited partnership units, Redeemable, Par value per share | $0.10 |
Limited partnership interests owned on pro forma basis | 182.6 |
Percentage of limited partnership interests owned on pro forma basis | 95.00% |
Aviv Operating Partnership | |
Subsequent Event [Line Items] | |
Limited partnership interests owned | 52.9 |
Limited partnership units, Redeemable, Par value per share | $0.10 |
Limited partnership interests owned on pro forma basis | 9.2 |
Percentage of limited partnership interests owned on pro forma basis | 5.00% |
Exchange ratio | 0.9 |
SUBSEQUENT_EVENTS_Narrative_De1
SUBSEQUENT EVENTS (Narrative) (Detail 1) (USD $) | 3 Months Ended | 1 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Apr. 30, 2015 | Apr. 01, 2015 |
Mortgage | Mortgage | ||
HUD | |||
Subsequent Event [Line Items] | |||
Number of HUD mortgages | 21 | ||
Payment to retire HUD mortgages | $154.30 | ||
Subsequent Event | HUD | |||
Subsequent Event [Line Items] | |||
Number of HUD mortgages | 1 | ||
Payment to retire HUD mortgages | 8.6 | ||
Annual interest rate | 4.85% | ||
Subsequent Event | Senior unsecured revolving credit facility | Omega Credit Agreement | |||
Subsequent Event [Line Items] | |||
Credit facility, borrowing capacity | 1,000 | ||
Subsequent Event | Senior unsecured revolving credit facility | First Amendment to Omega Credit Agreement | |||
Subsequent Event [Line Items] | |||
Credit facility, borrowing capacity | 1,250 | ||
Subsequent Event | Closing Date Term Loan Facility | First Amendment to Omega Credit Agreement | |||
Subsequent Event [Line Items] | |||
Term loan, borrowing capacity | 200 | ||
Subsequent Event | Acquisition Term Loan Facility | First Amendment to Omega Credit Agreement | |||
Subsequent Event [Line Items] | |||
Term loan, borrowing capacity | 200 | ||
Subsequent Event | Omega OP Term Loan Facility | |||
Subsequent Event [Line Items] | |||
Term loan, borrowing capacity | $100 |
SUBSEQUENT_EVENTS_Narrative_De2
SUBSEQUENT EVENTS (Narrative) (Detail 2) (USD $) | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Apr. 01, 2015 | 31-May-15 | Mar. 31, 2015 | Jan. 31, 2014 | 1-May-15 |
Care_Home | ||||||
Bed | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares granted | 1,393,227 | |||||
Restricted stock units ("RSUs") | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares granted | 213,741 | 142,494 | 122,137 | |||
Vesting period, years | 3 years | |||||
Subsequent Event | Restricted stock units ("RSUs") | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares granted | 39,914 | |||||
Subsequent Event | Performance restricted stock units ("PRSUs") | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares granted | 54,151 | |||||
Vesting period, years | 3 years | |||||
Subsequent Event | Healthcare Homes | ||||||
Subsequent Event [Line Items] | ||||||
Purchase leaseback transaction amount | $179 | |||||
Number of care homes located in the United Kingdom | 23 | |||||
Number of registered beds | 1,018 | |||||
Master lease agreement term | 12 years | |||||
Percentage of initial annual cash yield | 7.00% | |||||
Percentage of annual escalators | 2.50% |