Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 04, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | OMEGA HEALTHCARE INVESTORS INC | |
Entity Central Index Key | 888,491 | |
Trading Symbol | ohi | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock Shares Outstanding | 195,142,685 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Real estate properties | ||
Land and buildings | $ 7,593,886 | $ 6,743,958 |
Less accumulated depreciation | (1,186,077) | (1,019,150) |
Real estate properties - net | 6,407,809 | 5,724,808 |
Investments in direct financing leases - net | 597,779 | 587,701 |
Mortgage notes receivable | 624,339 | 679,795 |
Total | 7,629,927 | 6,992,304 |
Other investments | 277,251 | 89,299 |
Total | 7,907,178 | 7,081,603 |
Assets held for sale - net | 91,210 | 6,599 |
Total investments | 7,998,388 | 7,088,202 |
Cash and cash equivalents | 32,567 | 5,424 |
Restricted cash | 12,282 | 14,607 |
Accounts receivable - net | 225,225 | 203,862 |
Goodwill | 644,129 | 645,683 |
Other assets | 69,772 | 61,231 |
Total assets | 8,982,363 | 8,019,009 |
LIABILITIES AND EQUITY | ||
Revolving line of credit | 223,000 | 230,000 |
Term loans | 1,100,000 | 750,000 |
Secured borrowings - net | 55,271 | 236,204 |
Unsecured borrowings - net | 3,055,368 | 2,352,882 |
Accrued expenses and other liabilities | 361,596 | 333,706 |
Deferred income taxes | 11,937 | 15,352 |
Total liabilities | 4,807,172 | 3,918,144 |
Equity: | ||
Common stock $.10 par value authorized - 350,000 shares, issued and outstanding - 195,136 shares as of September 30, 2016 and 187,399 as of December 31, 2015 | 19,514 | 18,740 |
Common stock - additional paid-in capital | 4,827,877 | 4,609,474 |
Cumulative net earnings | 1,614,678 | 1,372,522 |
Cumulative dividends paid | (2,587,841) | (2,254,038) |
Accumulated other comprehensive loss | (52,170) | (8,712) |
Total stockholders' equity | 3,822,058 | 3,737,986 |
Noncontrolling interest | 353,133 | 362,879 |
Total equity | 4,175,191 | 4,100,865 |
Total liabilities and equity | $ 8,982,363 | $ 8,019,009 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares shares in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 350,000 | 350,000 |
Common stock, shares issued | 195,136 | 187,399 |
Common stock, shares outstanding | 195,136 | 187,399 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | Jul. 14, 2016 | Apr. 14, 2016 | Jan. 14, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Revenue | |||||||
Rental income | $ 185,837 | $ 166,623 | $ 548,994 | $ 430,699 | |||
Income from direct financing leases | 15,611 | 15,216 | 46,574 | 44,582 | |||
Mortgage interest income | 15,996 | 17,195 | 53,973 | 51,336 | |||
Other investment income - net | 7,194 | 2,940 | 16,800 | 6,488 | |||
Total operating revenues | 224,638 | 201,974 | 666,341 | 533,105 | |||
Expenses | |||||||
Depreciation and amortization | 68,316 | 60,143 | 196,254 | 149,909 | |||
General and administrative | 12,428 | 10,160 | 34,715 | 26,482 | |||
Acquisition and merger related costs | 2,309 | 3,555 | 9,584 | 55,507 | |||
Impairment loss on real estate properties | 17,275 | 1,743 | 58,726 | 14,641 | |||
(Recovery) provision for uncollectible mortgages, notes and accounts receivable | (3) | 301 | 3,967 | 292 | |||
Total operating expenses | 100,325 | 75,902 | 303,246 | 246,831 | |||
Income before other income and expense | 124,313 | 126,072 | 363,095 | 286,274 | |||
Other income (expense) | |||||||
Interest income | 157 | 5 | 169 | 205 | |||
Interest expense | (42,855) | (38,169) | (119,728) | (108,776) | |||
Interest - amortization of deferred financing costs | (2,502) | (1,857) | (6,844) | (5,036) | |||
Interest - refinancing costs | (1,815) | (2,113) | (8,361) | ||||
Realized loss on foreign exchange | (222) | (244) | |||||
Total other expense | (47,237) | (40,021) | (128,760) | (121,968) | |||
Income before gain (loss) on assets sold | 77,076 | 86,051 | 234,335 | 164,306 | |||
Gain (loss) on assets sold - net | 5,139 | (2,391) | 19,931 | 6,411 | |||
Income from continuing operations before income taxes | 82,215 | 83,660 | 254,266 | 170,717 | |||
Income taxes | (81) | (406) | (782) | (945) | |||
Net income | 82,134 | 83,254 | 253,484 | 169,772 | |||
Net income attributable to noncontrolling interest | (3,585) | (3,852) | (11,328) | (5,890) | |||
Net income available to common stockholders | $ 78,549 | $ 79,402 | $ 242,156 | $ 163,882 | |||
Basic: | |||||||
Net income available to common stockholders (in dollars per share) | $ 0.40 | $ 0.43 | $ 1.27 | $ 0.98 | |||
Diluted: | |||||||
Net income (in dollars per share) | 0.40 | 0.43 | 1.26 | 0.97 | |||
Dividends declared per common share (in dollars per share) | $ 0.60 | $ 0.58 | $ 0.57 | $ 0.60 | $ 0.55 | $ 1.75 | $ 1.62 |
Weighted-average shares outstanding, basic (in shares) | 194,123 | 184,739 | 190,444 | 167,261 | |||
Weighted-average shares outstanding, diluted (in shares) | 204,078 | 195,183 | 200,528 | 174,824 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income | $ 82,134 | $ 83,254 | $ 253,484 | $ 169,772 | |
Other comprehensive income (loss) | |||||
Foreign currency translation | (6,845) | (6,789) | (33,411) | (3,950) | |
Cash flow hedges | 980 | (12,094) | |||
Total other comprehensive income (loss) | (5,865) | (6,789) | (45,505) | (3,950) | |
Comprehensive income | 76,269 | 76,465 | 207,979 | 165,822 | |
Comprehensive income attributable to noncontrolling interest | [1] | (3,329) | (3,537) | (9,282) | (5,708) |
Comprehensive income attributable to common stockholders | [1] | $ 72,940 | $ 72,928 | $ 198,697 | $ 160,114 |
[1] | The 2015 amounts have been adjusted to increase the comprehensive income attributable to the noncontrolling interest and decrease the comprehensive income attributable to common stockholders by $3.9 million and $5.9 million for the three and nine month periods, respectively. |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Adjustments made in comprehensive income attributable to noncontrolling interest and comprehensive income attributable to common stockholders | $ 3.9 | $ 5.9 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Cumulative Net Earnings | Cumulative Dividends Paid | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | Noncontrolling interest | Total |
Balance (187,399 common shares & 8,956 OP Units) at Dec. 31, 2015 | $ 18,740 | $ 4,609,474 | $ 1,372,522 | $ (2,254,038) | $ (8,712) | $ 3,737,986 | $ 362,879 | $ 4,100,865 |
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||||||||
Grant of restricted stock to company directors (18 shares at $33.09 per share) | 2 | (2) | ||||||
Restricted stock expense | 10,116 | 10,116 | 10,116 | |||||
Payments for vesting of equity compensation plan (770 shares) | 77 | (23,480) | (23,403) | (23,403) | ||||
Dividend reinvestment plan (6,870 shares at an average of $33.49 per share) | 687 | 229,082 | 229,769 | 229,769 | ||||
Grant of stock as payment of directors fees (8 shares at an average of $32.07 per share) | 1 | 249 | 250 | 250 | ||||
Deferred compensation directors | (111) | (111) | (111) | |||||
Common dividends declared ($1.75 per share) | (333,803) | (333,803) | (333,803) | |||||
Conversion of OP Units to Common stock (71 shares at $35.68 per share) | 7 | 2,559 | 2,566 | 2,566 | ||||
Redemption of OP Units (94 units) | (10) | (10) | (3,289) | (3,299) | ||||
OP units distributions | (15,738) | (15,738) | ||||||
Foreign currency translation | (31,912) | (31,912) | (1,499) | (33,411) | ||||
Cash flow hedges | (11,546) | (11,546) | (548) | (12,094) | ||||
Net income | 242,156 | 242,156 | 11,328 | 253,484 | ||||
Balance (195,136 shares & 8,862 OP Units) at Sep. 30, 2016 | $ 19,514 | $ 4,827,877 | $ 1,614,678 | $ (2,587,841) | $ (52,170) | $ 3,822,058 | $ 353,133 | $ 4,175,191 |
CONSOLIDATED STATEMENT OF CHAN8
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) (Parentheticals) - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||
Balance (in shares) | 187,399 | |
Balance (in units) | 8,862 | 8,956 |
Grant of restricted stock, (in shares) | 18 | |
Grant of restricted stock (in dollars per share) | $ 33.09 | |
Payments for vesting of equity compensation plan (in shares) | 770 | |
Shares issued under dividend reinvestment | 6,870 | |
Dividend reinvestment plan, shares issued, price per share (in dollars per share) | $ 33.49 | |
Grant of stock as payment of fees (in shares) | 8 | |
Grant of stock as payment of fees (in dollars per share) | $ 32.07 | |
Common dividends, (in dollars per share) | $ 1.75 | |
Conversion of OP Units to Common stock (in shares) | 71 | |
Conversion of OP Units to Common stock (in dollars per share) | $ 35.68 | |
Redemption of OP Units (in units) | 94 | |
Balance (in shares) | 195,136 | 187,399 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities | ||
Net income | $ 253,484 | $ 169,772 |
Adjustment to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 196,254 | 149,909 |
Provision for impairment on real estate properties | 58,726 | 14,641 |
Provision for uncollectible mortgages, notes and accounts receivable | 3,967 | 292 |
Amortization of deferred financing costs and refinancing costs | 8,957 | 13,397 |
Accretion of direct financing leases | (8,999) | (8,124) |
Stock-based compensation | 10,116 | 6,682 |
Gain on assets sold - net | (19,931) | (6,411) |
Amortization of acquired in-place leases - net | (10,957) | (4,264) |
Change in operating assets and liabilities - net of amounts assumed/acquired: | ||
Accounts receivable - net | 203 | 315 |
Straight-line rent receivables | (29,959) | (26,565) |
Lease inducements | 1,942 | 347 |
Effective yield receivable on mortgage notes | (209) | (3,159) |
Other operating assets and liabilities | (6,357) | 15,972 |
Net cash provided by operating activities | 457,237 | 322,804 |
Cash flows from investing activities | ||
Acquisition of real estate - net of liabilities assumed and escrows acquired | (959,748) | (288,290) |
Cash acquired in merger | 84,858 | |
Investment in construction in progress | (44,113) | (145,276) |
Investment in direct financing leases | (1,079) | (6,793) |
Placement of mortgage loans | (27,895) | (7,601) |
Proceeds from sale of real estate investments | 64,746 | 41,541 |
Capital improvements to real estate investments | (31,408) | (18,154) |
Proceeds from other investments | 49,482 | 37,428 |
Investments in other investments | (242,999) | (49,489) |
Collection of mortgage principal | 58,149 | 1,025 |
Net cash used in investing activities | (1,134,865) | (350,751) |
Cash flows from financing activities | ||
Proceeds from credit facility borrowings | 1,134,000 | 1,704,000 |
Payments on credit facility borrowings | (1,141,000) | (1,239,000) |
Receipts of other long-term borrowings | 1,048,173 | 1,588,124 |
Payments of other long-term borrowings | (180,934) | (1,588,063) |
Payments of financing related costs | (11,770) | (30,709) |
Escrow deposit for other long-term borrowing | (614,998) | |
Receipts from dividend reinvestment plan | 229,769 | 65,665 |
Payments for exercised options and restricted stock - net | (23,403) | (26,168) |
Net proceeds from issuance of common stock | 439,738 | |
Dividends paid | (333,663) | (253,105) |
Redemption of OP Units | (732) | |
Distributions to OP Unit Holders | (15,738) | (6,598) |
Net cash provided by financing activities | 704,702 | 38,886 |
Increase in cash and cash equivalents | 27,074 | 10,939 |
Effect of foreign currency translation on cash and cash equivalents | 69 | (109) |
Cash and cash equivalents at beginning of period | 5,424 | 4,489 |
Cash and cash equivalents at end of period | 32,567 | 15,319 |
Interest paid during the period, net of amounts capitalized | 116,169 | 90,536 |
Non- cash investing activities | ||
Non-cash acquisition of businesses (see Note 2 and Note 4 for details) | (60,079) | (3,602,614) |
Non-cash surrender of mortgage (see Note 4 for details) | 25,000 | |
Non-cash surrender of other investment (see Note 2 for details) | 5,500 | |
Total | (29,579) | (3,602,614) |
Non-cash financing activities | ||
Assumed Aviv debt | 1,410,637 | |
Stock exchanged in merger | 1,903,441 | |
OP Units exchanged in merger | 373,394 | |
Purchase option buyout obligation (see Note 2 for details) | 29,579 | |
Change in fair value of cash flow hedges | 12,094 | |
Other unsecured long term borrowing (see Note 2 and Note 12 for details) | 3,000 | |
Total | $ 44,673 | $ 3,687,472 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Business Overview and Organization Omega Healthcare Investors, Inc. (“Omega,” “we,” “our” or the “Company”) has one reportable segment consisting of investments in healthcare-related real estate properties located in the United States and the United Kingdom. Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”). 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 mortgage loans, which are secured by first mortgage liens on the underlying real estate and personal property of the mortgagor. Omega was formed as a real estate investment trust (“REIT”) and incorporated in the State of Maryland on March 31, 1992. In April 2015, Aviv REIT, Inc., a Maryland corporation (“Aviv”), merged (the “Aviv 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”), 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 the UPREIT Conversion and following the consummation of the Aviv Merger, substantially all of the Company’s assets are held by Omega OP. Omega OP is governed by the Second Amended and Restated Agreement of Limited Partnership of OHI Healthcare Properties Limited Partnership, dated as of April 1, 2015 (the “Partnership Agreement”). Pursuant to the Partnership Agreement, the Company and Merger Sub are the general partners of Omega OP, and have exclusive control over Omega OP’s day-to-day management. As of September 30, 2016, the Company owned approximately 96% of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and investors owned approximately 4% of the Omega OP Units. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. 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 Current Report on Form 8-K filed with the SEC on June 30, 2016. Our consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, and (iii) all direct and indirect wholly owned subsidiaries of Omega. All intercompany transactions and balances have been eliminated in consolidation. Goodwill Impairment We assess goodwill for potential impairment during the fourth quarter of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the net assets of the reporting unit. In evaluating goodwill for impairment on an interim basis, we assess qualitative factors such as a current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance Asset Impairment Management evaluates our real estate investments for impairment indicators at each reporting period, including the evaluation of our assets’ useful lives. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance, legal structure, as well as our intent with respect to holding or disposing of the asset. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying facilities. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows based on our intended use of the property are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. The fair value of the real estate investment is determined by market research, which includes valuing the property as a nursing home as well as other alternative uses. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. Management’s impairment evaluation process, and when applicable, impairment calculations involve estimation of the future cash flows from management’s intended use of the property. Changes in the facts and circumstances that drive management’s assumptions may result in an impairment of the Company’s assets in a future period that could be material to the Company’s results of operations. If we decide to sell real estate properties or land holdings, we evaluate the recoverability of the carrying amounts of the assets. If the evaluation indicates that the carrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell. Our estimates of cash flows and fair values of the properties are based on current market conditions and consider matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. Redeemable Limited Partnership Unitholder Interests and Noncontrolling Interests As of April 1, 2015 and after giving effect to the Aviv Merger, the Company owned approximately 138.8 million Omega OP Units and Aviv OP owned approximately 52.9 million Omega OP Units. Each of the Omega OP Units (other than the Omega OP Units owned by Omega) 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 shares of Omega Common Stock on a one-for-one basis, subject to adjustment as set forth in the Partnership Agreement, in an unregistered transaction. Effective June 30, 2015, the Company (through Merger Sub, in its capacity as the general partner of Aviv OP) caused Aviv OP to make a distribution of Omega OP Units held by Aviv OP (or equivalent value) to Aviv OP investors (the “Aviv OP Distribution”) in connection with the liquidation of Aviv OP. As a result of the Aviv OP Distribution, Omega directly and indirectly owned approximately 95% of the outstanding Omega OP Units, and the other investors owned approximately 5% of the outstanding Omega OP Units. As a part of the Aviv OP Distribution, Omega settled approximately 0.2 million units via cash settlement. As of September 30, 2016, Omega directly and indirectly owns approximately 96% of the outstanding Omega OP Units, and the other investors own approximately 4% of the outstanding Omega OP Units. Noncontrolling Interests Noncontrolling interests is the portion of equity in the Omega OP not attributable to the Company. We present the portion of any equity that we do not own in consolidated entities as noncontrolling interests and classify those interests as a component of total equity, separate from total stockholders’ equity, on our Consolidated Balance Sheets. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Operations. As our ownership of a controlled subsidiary increases or decreases, any difference between the aggregate consideration paid to acquire the noncontrolling interests and our noncontrolling interest balance is recorded as a component of equity in additional paid-in capital, so long as we maintain a controlling ownership interest. Foreign Operations The U.S. dollar is the functional currency for our consolidated subsidiaries operating in the United States. The functional currency for our consolidated subsidiaries operating in countries other than the United States is the principal currency in which the entity primarily generates and expends cash. For our consolidated subsidiaries whose functional currency is not the U.S. dollar, we translate their financial statements into the U.S. dollar. We translate assets and liabilities at the exchange rate in effect as of the financial statement date. Revenue and expense accounts are translated using an average exchange rate for the period. Gains and losses resulting from translation are included in accumulated other comprehensive loss (“AOCL”), as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest. We and certain of our consolidated subsidiaries may have intercompany and third-party debt that is not denominated in the entity’s functional currency. When the debt is remeasured against the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in results of operations, unless it is intercompany debt that is deemed to be long-term in nature and then the adjustments are included in AOCL. Derivative Instruments During our normal course of business, we may use certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the Consolidated Balance Sheets at their fair value which are determined using a market approach and Level 2 inputs. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated as qualifying cash flow hedging relationships, the change in fair value of the effective portion of the derivatives is recognized in AOCL as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest, whereas the change in fair value of the ineffective portion is recognized in earnings. We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized obligations or assets in the Consolidated Balance Sheets. We also assess and document, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, we discontinue hedge accounting prospectively and record the appropriate adjustment to earnings based on the current fair value of the derivative. As a matter of policy, we do not use derivatives for trading or speculative purposes. At September 30, 2016 and December 31, 2015, we had $12.8 million and $0.7 million, respectively, of qualifying cash flow hedges recorded at fair value in accrued expenses and other liabilities on our Consolidated Balance Sheets. Accounts Receivable Accounts receivable includes: contractual receivables, effective yield interest receivables, straight-line rent receivables and lease inducements, net of an estimated provision for losses related to uncollectible and disputed accounts. Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements. Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line 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, and are amortized as a reduction of rental revenue over the non-cancellable lease term. On a quarterly basis, we review our accounts receivable to determine their collectability. The determination of collectability of these assets requires significant judgment and is affected by several factors relating to the credit quality of our operators that we regularly monitor, including (i) payment history, (ii) the age of the contractual receivables, (iii) the current economic conditions and reimbursement environment, (iv) the ability of the tenant to perform under the terms of their lease and/or contractual loan agreements and (v) the value of the underlying collateral of the agreement. If we determine collectability of any of our contractual receivables is at risk, we estimate the potential uncollectible amounts and provide an allowance. In the case of a lease recognized on a straight-line basis, a mortgage recognized on an effective yield basis or the existence of lease inducements, we generally provide an allowance for straight-line, effective interest, and or lease inducement accounts receivable when certain conditions or indicators of adverse collectability are present. If the accounts receivable balance is subsequently deemed uncollectible, the receivable and allowance for doubtful account balance are written off. A summary of our net receivables by type is as follows: September 30, December 31, 2016 2015 (in thousands) Contractual receivables $ 8,297 $ 8,452 Effective yield interest receivables 9,237 9,028 Straight-line receivables 199,008 175,709 Lease inducements 9,040 10,982 Allowance (357 ) (309 ) Accounts receivable – net $ 225,225 $ 203,862 In the first quarter of 2016, we entered into agreements to transition 27 facilities from one of our former operators to a current operator. As a result of the transition, we wrote off approximately $3.4 million of straight line receivable from the former operator. Related Party Transactions The Company has a policy which generally requires related party transactions to be approved or ratified by the Audit Committee. On February 1, 2016, we acquired 10 SNFs from Laurel Healthcare Holdings, Inc. (“Laurel”) for approximately $169.0 million in cash and leased them to an unrelated existing operator. A former member of the Board of Directors of the Company, together with certain members of his immediate family, beneficially owned approximately 34% of the equity of Laurel prior to the transaction. Immediately following our acquisition, the unrelated existing operator acquired all of the outstanding equity interests of Laurel, including the interests previously held by the former director of the Company and his family. Recent Accounting Pronouncements In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Identifying Performance Obligations and Licensing, Narrow-Scope Improvements and Practical Expedients. In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718) In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments . |
PROPERTIES AND INVESTMENTS
PROPERTIES AND INVESTMENTS | 9 Months Ended |
Sep. 30, 2016 | |
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 real estate properties, represented by 816 SNFs, 101 assisted living facilities (“ALFs”), 16 specialty facilities and one medical office building at September 30, 2016, are leased under provisions of single or master leases with initial terms typically ranging from five 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 (e.g., 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. The following table summarizes the significant acquisitions that occurred in 2016. Number of Facilities Land Building & Site Improvements Furniture Initial Period SNF ALF Country/ State Total (in millions) Yield Q1 - 1 UK $ 8.3 $ 1.4 $ 6.7 $ 0.2 7.00 Q1 - 1 UK 6.1 0.6 5.3 0.2 7.00 Q1 10 - OH, VA, MI 169.0 (3) 10.5 152.5 6.0 8.50 Q1 - 2 GA 20.2 0.8 18.3 1.1 7.50 Q1 3 - MD 25.0 2.5 19.9 2.6 8.50 Q1 21 - VA, NC 212.5 19.3 181.1 12.1 8.50 Q2 - 10 UK 111.9 (4) 24.8 83.9 3.2 7.00 Q2 - 3 TX 66.0 (5) 5.8 58.6 1.6 6.80 Q2 3 - CO, MO 31.8 3.1 26.2 2.5 9.00 Q3 - 1 FL 4.3 (1) 2.3 1.8 0.2 8.00 Q3 - 1 GA 2.5 (1) 0.2 2.1 0.2 8.00 Q3 - 1 FL 16.5 (1) 1.8 14.3 0.4 8.00 Q3 1 - SC 10.1 (1) 2.7 6.5 0.9 9.00 Q3 1 - OH 9.0 (1)(6) - 8.6 0.4 9.00 Q3 31 - FL, KY,TN 329.6 (1)(2) 24.6 290.8 14.2 9.00 Total 70 20 $ 1,022.8 $ 100.4 $ 876.6 $ 45.8 (1) The Company estimated the fair value of the assets acquired on the acquisition date based on certain valuation analyses that have yet to be finalized, and accordingly, the assets acquired, as detailed, are subject to adjustment once the analysis is completed. (2) The Company’s investment includes a purchase option buyout obligation with a fair value of approximately $29.6 million. The future buyout obligation is recorded in accrued expenses and other liabilities on our Consolidated Balance Sheet. The Company also acquired a term loan with a fair value of approximately $37.0 million which is recorded in other investments on our Consolidated Balance Sheet. Refer to Note – 5 Other Investments. (3) Acquired from a related party. Refer to Note – 1 Related Party Transactions. (4) Omega also recorded a deferred tax asset of approximately $1.9 million in connection with the acquisition. (5) The Company paid $63.0 million in cash at closing to acquire the facilities. We have agreed to pay an additional $1.5 million in April 2017 and the remaining $1.5 million in April 2018. The additional consideration to be paid is contractually determined and not contingent on other factors. The $3.0 million liability is recorded in unsecured borrowings – net on our Consolidated Balance Sheet. (6) The Company paid approximately $3.5 million in cash to acquire the facility. The remainder of the purchase price (approximately $5.5 million) was funded with the redemption of an other investment note. During 2016, the Company also acquired three parcels of land which are not reflected in the table above for approximately $5.9 million with the intent of building new facilities for existing operators. Aviv Merger On April 1, 2015, Omega completed the Aviv Merger, which was structured as a stock-for-stock merger. Under the terms of the Merger Agreement, each outstanding share of Aviv common stock was converted into 0.90 of a share of Omega common stock. In connection with the Aviv Merger, Omega issued approximately 43.7 million shares of common stock to former Aviv stockholders. As a result of the Aviv Merger, Omega acquired 342 facilities, two facilities subject to direct financing leases, one medical office building, two mortgages and other investments. Omega also assumed certain outstanding equity awards and other debt and liabilities. Based on the closing price of Omega’s common stock on April 1, 2015, the fair value of the consideration exchanged was approximately $2.3 billion. The following table highlights the final allocation of the assets acquired, liabilities assumed and consideration transferred on April 1, 2015 (in thousands): Fair value of net assets acquired: Land and buildings $ 3,107,530 Investment in direct financing leases 26,823 Mortgages notes receivable 19,246 Other investments 23,619 Total investments 3,177,218 Goodwill 630,679 Accounts receivables and other assets 17,144 Cash acquired 84,858 Accrued expenses and other liabilities (223,002 ) Debt (1,410,637 ) Fair value of net assets acquired $ 2,276,260 The completion of the final valuation in the first quarter of 2016 did not result in material changes to our Consolidated Statements of Operations or our Consolidated Balance Sheets from our preliminary purchase price allocation. Pro Forma Acquisition Results The facilities acquired in 2015 are included in our results of operations from the dates of acquisition. The following unaudited pro forma results of operations reflect the impact of those acquisitions as if they occurred on January 1, 2015. For a list of the 2015 transactions, refer to Note 3 – Properties in our Current Report on Form 8-K filed with the SEC on June 30, 2016. In the opinion of management, all significant necessary adjustments to reflect the effect of the acquisitions have been made. Pro Forma Nine Months Ended September 30, 2015 (in thousands, except per Pro Forma Revenues $ 612,572 Pro Forma Net income $ 200,826 Earnings per share – diluted: Net income – as reported $ 0.97 Net income – pro forma $ 1.04 Asset Sales, Impairments and Other During the first quarter of 2016, we recorded approximately $34.6 million of impairments on 14 facilities located in six states. We reduced their net book values to their estimated fair value less costs to sell and reclassified them to assets held for sale in the first quarter of 2016. To estimate the fair value of the facilities, we utilized a market approach and Level 3 inputs (which generally consist of non-binding offers from unrelated third parties). In addition, we sold two SNFs (previously classified as held-for-sale) for approximately $2.4 million in net proceeds recognizing a gain of approximately $1.6 million. See Note 6 – Assets Held For Sale for details. During the second quarter of 2016, we sold 11 facilities for approximately $41.4 million in net proceeds recognizing a gain of approximately $13.2 million. Seven of the sold facilities were previously classified as held-for-sale. In addition, we recorded approximately $6.9 million of impairments on 15 facilities of which 12 were classified as held for sale as of June 30, 2016. We reduced their net book values to their estimated fair value less costs to sell. To estimate the fair value of the facilities, we utilized a market approach and Level 3 inputs (which generally consist of non-binding offers from unrelated third parties). See Note 6 – Assets Held For Sale for details. During the third quarter of 2016, we sold six facilities for approximately $21.0 million in net proceeds recognizing a gain of approximately $5.1 million. One of the sold facilities was previously classified as held-for-sale. In addition, we recorded approximately $17.3 million of impairments on 12 facilities of which 10 are classified as held for sale as of September 30, 2016. We reduced their net book values to their estimated fair value less costs to sell. To estimate the fair value of the facilities, we utilized a market approach and Level 3 inputs (which generally consist of non-binding offers from unrelated third parties). See Note 6 – Assets Held For Sale for details. Our recorded impairments were primarily the result of a decision to exit certain non-strategic facilities and operators primarily related to facilities acquired in the Aviv Merger. |
DIRECT FINANCING LEASES
DIRECT FINANCING LEASES | 9 Months Ended |
Sep. 30, 2016 | |
Leases, Capital [Abstract] | |
DIRECT FINANCING LEASES | NOTE 3 – DIRECT FINANCING LEASES The components of investments in direct financing leases consist of the following: September 30, December 31, 2016 2015 (in thousands) Minimum lease payments receivable $ 4,291,776 $ 4,320,876 Less unearned income (3,693,997 ) (3,733,175 ) Investment in direct financing leases - net $ 597,779 $ 587,701 Properties subject to direct financing leases 58 59 New Ark Investment Inc. On November 27, 2013, we closed an aggregate $529 million purchase/leaseback transaction in connection with the acquisition of Ark Holding Company, Inc. (“Ark Holding”) by 4 West Holdings Inc. At closing, we acquired 55 SNFs and 1 ALF operated by Ark Holding and leased the facilities back to Ark Holding, now known as New Ark Investment Inc. (“New Ark”), pursuant to four 50-year master leases with rental payments yielding 10.6% per annum over the term of the leases. The purchase/leaseback transaction is being accounted for as a direct financing lease. The lease agreements allow the tenant the right to purchase the facilities for a bargain purchase price plus closing costs at the end of the lease term. In addition, commencing in the 41st year of each lease, the tenant will have the right to prepay the remainder of its obligations thereunder for an amount equal to the sum of the unamortized portion of the original aggregate $529 million investment plus the net present value of the remaining payments under the lease and closing costs. In the event the tenant exercises either of these options, we have the right to purchase the properties for fair value at the time. The 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). Additionally, we own four facilities and lease them to New Ark under a master lease which expires in 2026. The four facility lease is being accounted for as an operating lease. Aviv Merger On April 1, 2015, we acquired two additional direct financing leases as a result of the Aviv Merger. As of September 30, 2016, 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 $50,509 $51,688 $52,961 $54,270 $55,491 |
MORTGAGE NOTES RECEIVABLE
MORTGAGE NOTES RECEIVABLE | 9 Months Ended |
Sep. 30, 2016 | |
Mortgage Notes Receivable Investments [Abstract] | |
MORTGAGE NOTES RECEIVABLE | NOTE 4 – MORTGAGE NOTES RECEIVABLE As of September 30, 2016, mortgage notes receivable relate to 24 fixed rate mortgages on 47 long-term care facilities. The mortgage notes are secured by first mortgage liens on the borrowers' underlying real estate and personal property. The mortgage notes receivable relate to facilities located in ten states, operated by eight 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. 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 the application of security deposits. The outstanding principal amounts of mortgage notes receivable, net of allowances, were as follows: September 30, December 31, 2016 2015 (in thousands) Mortgage note due 2024; interest at 9.79% $ 112,500 $ 112,500 Mortgage note due 2028; interest at 11.00% 35,964 69,928 Mortgage note due 2029; interest at 9.45% 412,465 413,399 Other mortgage notes outstanding (1) 63,410 83,968 Mortgage notes receivable, gross 624,339 679,795 Allowance for loss on mortgage notes receivable — — Total mortgages — net $ 624,339 $ 679,795 (1) Other mortgage notes outstanding have stated interest rates ranging from 8.35% to 12.0% and maturity dates through 2053. The following is a brief overview of certain mortgages entered into, acquired or assumed in 2016 or significant changes to mortgages previously reported. Conversion of Mortgage Notes due 2046 to Leased Properties In January 2016, we acquired three facilities via a deed-in-lieu of foreclosure from a mortgagor. The fair value of the facilities approximated the $25 million carrying value of the mortgages. These facilities have 352 operating beds and are located in Maryland. Simultaneously we leased these facilities to an existing operator. Mortgage Notes Payoff On April 29, 2016, an existing operator exercised an option to repay their mortgage notes. We received proceeds of approximately $47.8 million for the mortgage notes due. In connection with the repayment of the mortgage notes we recognized a net gain of approximately $5.4 million which is recorded in mortgage interest income on our Consolidated Statements of Operations. |
OTHER INVESTMENTS
OTHER INVESTMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
OTHER INVESTMENTS | NOTE 5 – OTHER INVESTMENTS A summary of our other investments is as follows: September 30, December 31, 2016 2015 (in thousands) Other investment note due 2017; interest at 8.50% $ 10,300 $ — Other investment note due 2019; interest at 10.50% 49,396 — Other investment note due 2020; interest at 10.00% 23,000 23,000 Other investment note due 2020; interest at 14.00% 47,970 — Other investment note due 2022, interest at 9.00% 31,987 — Other investment note due 2028; interest at 8.50% 20,000 — Other investment note due 2030; interest at 6.66% 39,805 26,966 Other investment notes outstanding (1) 57,795 42,293 Other investments, gross 280,253 92,259 Allowance for loss on other investments (3,002 ) (2,960 ) Total other investments $ 277,251 $ 89,299 (1) Other investment notes have maturity dates through 2028 and interest rates ranging from 6.50% to 13.0%. The following is a brief overview of certain notes entered into or repaid in 2016. Other Investment notes due 2017 On February 1, 2016, we provided an operator a $15.0 million secured working capital note. The working capital note bears interest at 8.5% and matures in July 2017. As of September 30, 2016, approximately $2.6 million has been drawn and remains outstanding. On March 1, 2016, we provided an operator a $15.0 million secured working capital note. The working capital note bears interest at 8.5% and matures in March 2017. As of September 30, 2016, approximately $10.3 million has been drawn and remains outstanding. Other Investment note due 2019 On February 26, 2016, we acquired and funded a $50.0 million mezzanine note at a discount of approximately $0.75 million to a new operator. The mezzanine note bears interest at 10.50% and matures in February 2019. Other Investment note due 2020 On July 29, 2016, we provided an existing operator $48.0 million of term loan funding. The term loan bears interest at 14% per annum (LIBOR with a floor of 1% plus 13%) and matures on July 29, 2020. The term loan requires monthly principal payments of $0.25 million through July 2019, and $0.5 million from August 2019 through maturity. In addition, a portion of the monthly interest may be accrued to the outstanding principal balance of the loan. Other Investment notes due 2022 On September 30, 2016, we acquired and amended a term loan with a fair value of approximately $37.0 million with an existing operator. A $5.0 million tranche of the term loan bears interest at 13% and matures on September 30, 2019 and a $32.0 million tranche of the term loan bears interest at 9% and matures on March 31, 2022. Other Investment note due 2028 On March 1, 2016, we provided an operator a $20.0 million acquisition note. The acquisition note bears interest at 8.5% (increasing annually by 2.5%) and matures in March 2028. Other Investment notes due 2022 and 2023 Payoff On April 29, 2016, an existing operator of Omega exercised its option to pay off a working capital note due in 2022 and ten working capital notes due in 2023, for approximately $7.6 million. |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
ASSETS HELD FOR SALE | NOTE 6 – ASSETS HELD FOR SALE Properties Held For Sale Number of Net Book Value December 31, 2015 3 $ 6,599 Properties sold (1) (2 ) (600 ) Properties added (2) 24 67,590 March 31, 2016 25 $ 73,589 Properties sold/other (1) (7 ) (28,347 ) Properties added (2) 4 7,209 June 30, 2016 22 $ 52,451 Properties sold/other (1) (4 ) (8,659 ) Properties added (2) 13 47,418 September 30, 2016 31 $ 91,210 (1) In the first quarter of 2016, we sold two SNFs for approximately $2.4 million in net proceeds recognizing a gain on sale of approximately $1.6 million. In the second quarter of 2016, we sold seven SNFs for approximately $39.2 million in net proceeds generating a gain on sale of approximately $12.5 million. We also recorded approximately $3.4 million of impairments on 12 facilities to reduce their net book values to their estimated fair value less costs to sell. In the third quarter of 2016, we sold one closed SNF for approximately $0.3 million in net proceeds. Two SNFs and one ALF classified as assets held for sale in the second quarter were no longer considered held for sale and were reclassified in the third quarter back to leased properties at their fair values (approximately $7.0 million). In addition, we recorded approximately $1.5 million of impairments on four facilities in the third quarter to further reduce their net book values to their estimated fair value less costs to sell. (2) In the first quarter of 2016, we reclassified eight ALFs and 16 SNFs located in six states to assets held for sale. We recorded approximately $34.6 million of impairment charges on 14 of these facilities to reduce their net book values to their estimated fair value less costs to sell. In the second quarter of 2016, we reclassified three SNFs and one ALF to assets held for sale with total carrying value of $7.2 million. In the third quarter of 2016, we reclassified 12 SNFs and one ALF to assets held for sale. In the third quarter, we recorded approximately $14.8 million of impairment charges on six of these facilities to reduce their net book values to their estimated fair value less costs to sell. |
INTANGIBLES
INTANGIBLES | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES | NOTE 7 – INTANGIBLES The following is a summary of our intangibles as of September 30, 2016 and December 31, 2015 September 30, December 31, 2016 2015 (in thousands) Assets: Goodwill $ 644,129 $ 645,683 Above market leases $ 23,545 $ 21,901 In-place leases 167 386 Accumulated amortization (15,461 ) (14,162 ) Net intangible assets $ 8,251 $ 8,125 Liabilities: Below market leases $ 165,028 $ 165,331 Accumulated amortization (67,321 ) (55,131 ) Net intangible liabilities $ 97,707 $ 110,200 Goodwill was recorded in connection with the Aviv Merger and Care Homes Transaction (refer to Note 3 – Properties in our Current Report on Form 8-K filed with the SEC on June 30, 2016) and is shown as a separate line on our Consolidated Balance Sheets. Above market leases and in-place leases, net of accumulated amortization, are included in other assets on our Consolidated Balance Sheets. Below market leases, net of accumulated amortization, are included in accrued expenses and other liabilities on our Consolidated Balance Sheets. The net amortization related to the above and below market leases is included in our Consolidated Statements of Operations as an adjustment to rental income. For the three months ended September 30, 2016 and 2015, our net amortization related to intangibles was $3.0 million and $1.4 million, respectively. For the nine months ended September 30, 2016 and 2015, our net amortization related to intangibles was $11.0 million and $4.3 million, respectively. The estimated net amortization related to these intangibles for the remainder of 2016 and the subsequent four years is as follows: remainder of 2016 – $3.0 million; 2017 – $11.7 million; 2018 – $10.5 million; 2019 – $9.4 million and 2020 – $9.2 million. As of September 30, 2016 the weighted average remaining amortization period of above market leases (inclusive of in-place leases) and below market leases is approximately eight years and 10 years, respectively. The following is a reconciliation of our goodwill as of September 30, 2016: (in thousands) Balance as of December 31, 2015 $ 645,683 Add: additional valuation adjustments related to preliminary valuations 275 Less: foreign currency translation (390 ) Balance as of March 31, 2016 645,568 Less: foreign currency translation (1,087 ) Balance as of June 30, 2016 644,481 Less: foreign currency translation (352 ) Balance as of September 30, 2016 $ 644,129 |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 9 Months Ended |
Sep. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF RISK | NOTE 8 – CONCENTRATION OF RISK As of September 30, 2016, our portfolio of real estate investments consisted of 1,014 healthcare facilities, located in 42 states and the United Kingdom and operated by 81 third party operators. Our gross investment in these facilities, net of impairments and before reserve for uncollectible loans, totaled approximately $8.9 billion at September 30, 2016, with approximately 99% of our real estate investments related to long-term care facilities. Our portfolio is made up of 816 SNFs, 101 ALFs, 16 specialty facilities, one medical office building, fixed rate mortgages on 44 SNFs and two ALFs, and 34 facilities that are closed/held-for-sale. At September 30, 2016, we also held miscellaneous investments of approximately $277.3 million, consisting primarily of secured loans to third-party operators of our facilities. At September 30, 2016, the three states in which we had our highest concentration of investments were Ohio (10%), Florida (9%) and Texas (9%). No single operator or manager generated more than 10% of our total revenues for the nine months ended September 30, 2016. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY On October 13, 2016, the Board of Directors declared a common stock dividend of $0.61 per share, increasing the quarterly common dividend rate by $0.01 per share over the previous quarter, to be paid November 15, 2016 to common stockholders of record as of the close of business on October 31, 2016. On July 14, 2016, the Board of Directors declared a common stock dividend of $0.60 per share, increasing the quarterly common dividend rate by $0.02 per share over the prior quarter. The common dividends were paid on August 15, 2016 to common stockholders of record as of the close of business on August 1, 2016. On April 14, 2016, the Board of Directors declared a common stock dividend of $0.58 per share, increasing the quarterly common dividend by $0.01 per share over the prior quarter. The common dividends were paid May 16, 2016 to common stockholders of record on May 2, 2016. On January 14, 2016, the Board of Directors declared a common stock dividend of $0.57 per share, increasing the quarterly common dividend by $0.01 per share over the previous quarter. The common dividends were paid February 16, 2016 to common stockholders of record as of February 2, 2016. Dividend Reinvestment and Common Stock Purchase Plan For the three-month period ended September 30, 2016, approximately 4.0 million shares of our common stock at an average price of $34.38 per share were issued through our Dividend Reinvestment and Common Stock Purchase Program for gross proceeds of approximately $136.6 million. For the nine-month period ended September 30, 2016, approximately 6.9 million shares of our common stock at an average price of $33.49 per share were issued through our Dividend Reinvestment and Common Stock Purchase Program for gross proceeds of approximately $230.1 million. Accumulated Other Comprehensive Loss The following is a summary of our accumulated other comprehensive loss, net of tax where applicable: September 30, December 31, 2016 2015 (in thousands) Foreign currency translation adjustments $ (39,939 ) $ (8,027 ) Derivative instrument adjustments (12,231 ) (685 ) Total accumulated other comprehensive loss $ (52,170 ) $ (8,712 ) |
TAXES
TAXES | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
TAXES | NOTE 10 – TAXES Since our inception, we have elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code (the “Code”). A REIT is generally not subject to federal income tax on that portion of its REIT taxable income which is distributed to its stockholders, provided that at least 90% of such taxable income is distributed each tax year and certain other requirements are met, including asset and income tests. So long as we qualify as a REIT under the Code, we generally will not be subject to federal income taxes on the REIT taxable income that we distribute to stockholders, subject to certain exceptions. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income taxes on its taxable income at regular corporate rates and dividends paid to our stockholders will not be deductible by us in computing taxable income. Further, we will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which qualification is denied, unless the Internal Revenue Service grants us relief under certain statutory provisions. Failing to qualify as a REIT could materially and adversely affect the Company’s net income; however, we believe we are organized and operate in such a manner as to qualify for treatment as a REIT. 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. We review our distributions and projected distributions each year to ensure we have met and will continue to meet the annual REIT distribution requirements. In 2016, we expect to distribute dividends in excess of our taxable income. As a result of our UPREIT Conversion, our Company and its subsidiaries may be subject to income or franchise taxes in certain states and municipalities. Also, as a result of our UPREIT Conversion, we created five wholly owned subsidiary REITs that are subject to all of the REIT qualification rules set forth in the Code. In December 2015, we merged the five wholly owned subsidiary REITs into one wholly owned subsidiary REIT which is subject to all of the REIT qualification rules set forth in the Code. Subject to the limitation under the REIT asset test rules, we are permitted to own up to 100% of the stock of one or more taxable REIT subsidiaries (“TRSs”). We have elected for two of our active subsidiaries to be treated as TRSs. One of our TRSs is subject to federal, state and local income taxes at the applicable corporate rates and the other is subject to foreign income taxes. As of September 30, 2016, our TRS that is subject to federal, state and local income taxes at the applicable corporate rates had a net operating loss carry-forward of approximately $0.8 million. The loss carry-forward is fully reserved as of September 30, 2016 with a valuation allowance due to uncertainties regarding realization. During the third quarter of 2016, we recorded approximately $0.3 million of state and local income tax provision and approximately $0.2 million of tax benefit for foreign income taxes. For the nine months ended September 30, 2016, we recorded approximately $0.8 million of state and local income tax provision and approximately $35,000 of tax benefit for foreign income taxes. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 11 – STOCK-BASED COMPENSATION The following is a summary of our stock-based compensation expense for the three and nine-month periods ended September 30, 2016 and 2015, respectively: Three Months Ended Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) Stock-based compensation expense $ 3,673 $ 2,199 $ 10,116 $ 6,682 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. 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. The RSUs assumed from Aviv as part of the Aviv Merger were valued at the closing price of our stock on the date of the transaction. The portion of the vesting accruing prior to the acquisition was recorded as part of the purchase price consideration. The expense associated with the vesting that will occur after the date of the transaction is being recorded as stock compensation expense ratably over the remaining life of the RSUs. We awarded 131,006 RSUs to employees on March 17, 2016. Performance Restricted Stock Units and LTIP Units Performance restricted stock units (“PRSUs”) and long term incentive plan units (“LTIP Units”) are subject to forfeiture if the performance requirements are not achieved or if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. The PRSUs and the LTIP Units have varying degrees of performance requirements to be earned and vested, and each PRSU and LTIP Units award represents the right to a variable number of shares of common stock or partnership units. Each LTIP Unit once earned and vested is convertible into one Omega OP Unit in Omega OP, subject to certain conditions. The earning requirements are based on either the (i) total shareholder return (“TSR”) of Omega or (ii) Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index or FTSE NAREIT Equity Health Care Index TSR (both “Relative TSR”). Vesting in general requires that the employee remain employed by us until the date specified in the applicable PRSU or LTIP agreement, which may be later than the date that the TSR or Relative TSR requirements are satisfied. We expense the cost of these awards ratably over their service period. Prior to vesting and the distribution of shares, ownership of the PRSUs cannot be transferred. Dividend equivalents on the PRSUs accumulate and with respect to PRSUs granted before 2015 are paid when the PRSUs vest and with respect to PRSUs granted in 2015 or later are paid once the PRSUs are earned. While each LTIP Unit is unearned, the employee receives a partnership distribution equal to 10% of the quarterly approved regular periodic distributions per Omega OP Unit. The remaining partnership distributions (which in the case of normal periodic distributions is equal to the total approved quarterly dividend on Omega’s common stock) on the LTIP Units accumulate, and if the LTIP Units are earned, the accumulated distributions are paid. The number of shares or units earned under the TSR PRSUs or LTIP Units depends generally on the level of achievement of Omega’s TSR over the indicated performance period. We awarded 372,069 LTIP Units to employees on March 17, 2016. The number of shares earned under the Relative TSR PRSUs depends generally on the level of achievement of Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index or FTSE NAREIT Equity Health Care Index TSR over the performance period indicated. We awarded 307,480 Relative TSR PRSUs to employees on March 17, 2016. The following table summarizes our total unrecognized compensation cost as of September 30, 2016 associated with restricted stock, restricted stock units, PRSU awards, and LTIP Unit awards to employees: Grant Shares/ Units (1) Grant Date Total Compensation Cost (in millions) (2) Weighted Unrecognized Performance Vesting RSUs 2013 RSU 2013 195,822 $ 29.80 $ 5.8 36 $ 0.5 N/A 12/31/14 - 12/31/16 2014 RSU 2014 106,778 29.80 3.2 36 0.3 N/A 12/31/2016 3/31/15 RSU 2015 109,985 40.57 4.5 33 2.0 N/A 12/31/2017 4/1/15 RSU 2015 40,464 40.74 1.6 33 0.7 N/A 12/31/2017 Assumed Aviv RSU 2015 18,920 24.92 0.5 21 0.1 N/A 12/31/2016 Assumed Aviv RSU 2015 7,799 35.08 0.3 33 0.1 N/A 12/31/15-12/31/17 3/17/16 RSU 2016 131,006 34.78 4.6 33 3.7 N/A 12/31/2018 Restricted Stock Units Total 610,774 $ 33.45 $ 20.5 $ 7.4 TSR PRSUs and LTIP Units 2016 Transition TSR 2013 101,591 8.67 0.9 36 0.1 12/31/2013-12/31/2016 12/31/2016 2016 TSR 2014 135,634 8.67 1.2 48 0.4 1/1/2014-12/31/2016 Quarterly in 2017 3/31/15 2017 LTIP Units 2015 137,249 14.66 2.0 45 1.2 1/1/2015-12/31/2017 Quarterly in 2018 4/1/2015 2017 LTIP Units 2015 54,151 14.80 0.8 45 0.5 1/1/2015-12/31/2017 Quarterly in 2018 7/31/15 2016 Transition TSR 2015 22,091 18.51 0.4 5 - 12/31/2013-12/31/2016 12/31/2016 7/31/15 2017 LTIP Units 2015 5,823 8.78 0.1 5 - 1/1/2015-12/31/2017 12/31/2017 3/17/16 2018 LTIP Units 2016 372,069 13.21 4.9 45 4.2 1/1/2016-12/31/2018 Quarterly in 2019 TSR PRSUs & LTIP Total 828,608 $ 12.36 $ 10.3 $ 6.4 Relative TSR PRSUs 2016 Transition Relative TSR 2013 101,588 14.24 1.4 36 0.1 12/31/2013-12/31/2016 12/31/2016 2016 Relative TSR 2014 135,634 14.24 1.9 48 0.6 1/1/2014-12/31/2016 Quarterly in 2017 3/31/15 2017 Relative TSR 2015 137,249 22.50 3.1 45 1.9 1/1/2015-12/31/2017 Quarterly in 2018 4/1/2015 2017 Relative TSR 2015 54,151 22.91 1.2 45 0.7 1/1/2015-12/31/2017 Quarterly in 2018 7/31/15 2016 Relative TSR 2015 22,100 19.60 0.4 5 - 12/31/2013-12/31/2016 12/31/2016 7/31/15 2017 Relative TSR 2015 5,826 17.74 0.1 5 - 1/1/2015-12/31/2017 12/31/2017 3/17/16 2018 Relative TSR 2016 307,480 16.45 5.1 45 4.3 1/1/2016-12/31/2018 Quarterly in 2019 Relative TSR PRSUs Total 764,028 $ 17.41 $ 13.2 $ 7.6 Grand Total 2,203,410 $ 19.96 $ 44.0 $ 21.4 (1) Shares/units are net of shares cancelled. (2) Total compensation costs are net of shares cancelled. Director Restricted Stock Grants As of September 30, 2016, we had 54,999 shares of restricted stock outstanding to directors. The directors’ restricted shares are scheduled to vest over the next three years. As of September 30, 2016, the unrecognized compensation cost associated with outstanding director restricted stock grants is approximately $1.7 million. |
BORROWING ACTIVITIES AND ARRANG
BORROWING ACTIVITIES AND ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
BORROWING ACTIVITIES AND ARRANGEMENTS | NOTE 12 – BORROWING ACTIVITIES AND ARRANGEMENTS Secured and Unsecured Borrowings The following is a summary of our borrowings: Interest Rate September 30, December 31, Maturity 2016 2016 2015 (in thousands) Secured borrowings: Mortgage term loan $ — $ 180,000 HUD mortgages assumed December 2011 (1) 2044 3.06 % 55,271 56,204 Total secured borrowings 55,271 236,204 Unsecured borrowings: Revolving line of credit 2018 1.82 % 223,000 230,000 Tranche A-1 term loan 2019 2.02 % 200,000 200,000 Tranche A-2 term loan 2017 2.02 % 200,000 200,000 Tranche A-3 term loan 2021 2.02 % 350,000 — Omega OP term loan 2017 2.02 % 100,000 100,000 2015 term loan 2022 2.33 % 250,000 250,000 1,323,000 980,000 2023 notes 2023 4.375 % 700,000 — 2024 notes 2024 5.875 % 400,000 400,000 2024 notes 2024 4.95 % 400,000 400,000 2025 notes 2025 4.50 % 250,000 250,000 2026 notes 2026 5.25 % 600,000 600,000 2027 notes 2027 4.50 % 700,000 700,000 Other 2018 - 3,000 — Subordinated debt 2021 9.00 % 20,000 20,000 3,073,000 2,370,000 Discount - net (17,632 ) (17,118 ) Total unsecured borrowings 4,378,368 3,332,882 Total – net $ 4,433,639 $ 3,569,086 (1) Reflects the weighted average annual contractual interest rate on the mortgages at September 30, 2016 excluding a third-party administration fee of approximately 0.5% annually. Secured by real estate assets with a net carrying value of $66.7 million as of September 30, 2016. Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of September 30, 2016 and December 31, 2015, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings. Mortgage Term Loan As a result of the Aviv Merger in April 2015, we acquired two subsidiaries that were borrowers under a $180.0 million mortgage term loan secured by mortgages on 28 healthcare facilities owned by one of the borrowers. On July 25, 2016, we purchased the $180.0 million mortgage term loan, effectively eliminating the debt on our consolidated financial statements. The term loan was secured by real estate assets having a net carrying value of $290.5 million at June 30, 2016. The interest rate was based on LIBOR, with a floor of 50 basis points, plus a margin of 350 basis points. The interest rate at June 30, 2016 was 4.13%. We paid $180.0 million plus a 1% premium to purchase the debt. Bank Credit Facilities On January 29, 2016, we amended our Omega Credit Facilities (as defined below) to add a $350 million senior unsecured incremental term loan facility. As a result of the amendment, the Omega Credit Facilities now include a $1.25 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”), a $200 million senior unsecured term loan facility (the “Tranche A-1 Term Loan Facility”), a $200 million senior unsecured incremental term loan facility (the “Tranche A-2 Term Loan Facility”) and a $350 million senior unsecured incremental term loan facility (the “Tranche A-3 Term Loan Facility” and, together with the Revolving Credit Facility, the Tranche A-1 Term Loan Facility and the Tranche A-2 Term Loan Facility, collectively, the “Omega Credit Facilities”). The Tranche A-1 Term Loan Facility, the Tranche A-2 Term Loan Facility and the Tranche A-3 Term Loan Facility may be referred to collectively herein as the “Omega Term Loan Facilities”. The Tranche A-3 Term Loan Facility bears interest 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. The Tranche A-3 Term Loan Facility matures on January 29, 2021. $700 Million 4.5% Senior Notes due 2023 On July 12, 2016, we issued $700 million aggregate principal amount of our 4.375% Senior Notes due 2023 (the “2023 Notes”). The 2023 Notes were sold at an issue price of 99.739% of their face value before the underwriters’ discount. Our net proceeds from the offering, after deducting underwriting discounts and expenses, were approximately $692.0 million. The net proceeds from the offering were used to repay outstanding borrowings under our revolving credit facility, to purchase the $180.0 million mortgage term loan and for general corporate purposes. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS | NOTE 13 – FINANCIAL INSTRUMENTS At September 30, 2016 and December 31, 2015, the carrying amounts and fair values of our financial instruments were as follows: September 30, 2016 December 31, 2015 Carrying Fair Carrying Fair (in thousands) Assets: Cash and cash equivalents $ 32,567 $ 32,567 $ 5,424 $ 5,424 Restricted cash 12,282 12,282 14,607 14,607 Investments in direct financing leases – net 597,779 594,489 587,701 584,358 Mortgage notes receivable – net 624,339 630,576 679,795 687,130 Other investments – net 277,251 272,514 89,299 90,745 Total $ 1,544,218 $ 1,542,428 $ 1,376,826 $ 1,382,264 Liabilities: Revolving line of credit $ 223,000 $ 223,000 $ 230,000 $ 230,000 Tranche A-1 term loan 200,000 200,000 200,000 200,000 Tranche A-2 term loan 200,000 200,000 200,000 200,000 Tranche A-3 term loan 350,000 350,000 — — Omega OP term loan 100,000 100,000 100,000 100,000 2015 term loan 250,000 250,000 250,000 250,000 4.375% notes due 2023 – net 698,237 725,932 — — 5.875% notes due 2024 – net 400,000 466,755 400,000 429,956 4.95% notes due 2024 – net 395,758 421,791 395,333 403,064 4.50% notes due 2025 – net 248,257 254,384 248,099 242,532 5.25% notes due 2026 – net 598,466 645,477 598,343 612,760 4.50% notes due 2027 – net 691,130 698,660 690,494 667,651 Mortgage term loan due 2019 — — 180,000 180,000 HUD debt – net 55,271 57,331 56,204 52,678 Subordinated debt – net 20,520 25,429 20,613 24,366 Other 3,000 3,000 — — Total $ 4,433,639 $ 4,621,759 $ 3,569,086 $ 3,593,007 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 Current Report on Form 8-K filed with the SEC on June 30, 2016). 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 Sheets approximates fair value because of the short maturity of these instruments (i.e., less than 90 days) (Level 1). · Direct financing leases: The fair value of the investments in direct financing leases are estimated using a discounted cash flow analysis, using interest rates being offered for similar leases to borrowers with similar credit ratings (Level 3). · Mortgage notes receivable: The fair value of the mortgage notes receivables are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3). · Other investments: Other investments are primarily comprised of notes receivable. The fair values of notes receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3). · Revolving line of credit and term loans: The fair value of our borrowings under variable rate agreements are estimated using a present value technique based on expected cash flows discounted using the current market rates (Level 3). · Senior notes and subordinated debt: The fair value of our borrowings under fixed rate agreements are estimated using a present value technique based on inputs from trading activity provided by a third party (Level 2). · HUD debt: The fair value of our borrowings under HUD debt agreements are estimated using an expected present value technique based on quotes obtained by HUD debt brokers (Level 2). |
LITIGATION
LITIGATION | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION | NOTE 14 – 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. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2016 | |
Net Income Available To Common Per Share | |
EARNINGS PER SHARE | NOTE 15 – 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 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 and the assumed issuance of additional shares related to Omega OP Units held by outside investors. The following tables set forth the computation of basic and diluted earnings per share: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands, except per share amounts) Numerator: Net income $ 82,134 $ 83,254 $ 253,484 $ 169,772 Less: net income attributable to noncontrolling interests (3,585 ) (3,852 ) (11,328 ) (5,890 ) Net income available to common stockholders $ 78,549 $ 79,402 $ 242,156 $ 163,882 Denominator: Denominator for basic earnings per share 194,123 184,739 190,444 167,261 Effect of dilutive securities: Common stock equivalents 1,093 1,483 1,174 1,580 Noncontrolling interest – OP units 8,862 8,961 8,910 5,983 Denominator for diluted earnings per share 204,078 195,183 200,528 174,824 Earnings per share – basic: Net income available to common stockholders $ 0.40 $ 0.43 $ 1.27 $ 0.98 Earnings per share – diluted: Net income $ 0.40 $ 0.43 $ 1.26 $ 0.97 |
CONSOLIDATING FINANCIAL STATEME
CONSOLIDATING FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
CONSOLIDATING FINANCIAL STATEMENTS | NOTE 16 – CONSOLIDATING FINANCIAL STATEMENTS As of September 30, 2016, we had outstanding: (i) $700 million 4.375% Senior Notes due 2023, (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, (v) $600 million 5.25% Senior Notes due 2026 and (vi) $700 million 4.5% Senior Notes due 2027 (collectively, 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 amounts outstanding under the Omega Credit Facilities and 2015 term loan listed in Note 12 – Borrowing Activities and Arrangements. In addition, all such subsidiary guarantors that are subsidiaries of Omega OP also guarantee amounts outstanding under the Omega OP term loan listed in Note 12 – Borrowing Activities and Arrangements. 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. Our non-guarantor subsidiaries include, among others, all subsidiaries securing secured debt that is currently outstanding and our U.K. subsidiaries. The results and financial position of acquired entities are included from the dates of their respective acquisitions. The 2015 financial statements presented below have been adjusted to reflect our current guarantor and non-guarantor relationships as of September 30, 2016. OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING BALANCE SHEET Unaudited (in thousands) September 30, 2016 Issuer & Non – Elimination Consolidated ASSETS Real estate properties Land and buildings $ 6,938,032 $ 655,854 $ — $ 7,593,886 Less accumulated depreciation (1,142,146 ) (43,931 ) — (1,186,077 ) Real estate properties – net 5,795,886 611,923 — 6,407,809 Investment in direct financing leases 597,779 — — 597,779 Mortgage notes receivable 624,339 — — 624,339 7,018,004 611,923 — 7,629,927 Other investments 276,862 389 — 277,251 7,294,866 612,312 — 7,907,178 Assets held for sale – net 91,210 — — 91,210 Total investments 7,386,076 612,312 — 7,998,388 Cash and cash equivalents 27,576 4,991 — 32,567 Restricted cash 7,111 5,171 — 12,282 Accounts receivable – net 216,597 8,628 — 225,225 Goodwill 630,679 13,450 — 644,129 Investments in and advances to affiliates 580,945 — (580,945 ) — Other assets 58,185 11,587 — 69,772 Total assets $ 8,907,169 $ 656,139 $ (580,945 ) $ 8,982,363 LIABILITIES AND EQUITY Revolving line of credit $ 223,000 $ — $ — $ 223,000 Term loan 1,100,000 — — 1,100,000 Secured borrowings — 440,099 (384,828 ) 55,271 Unsecured borrowings – net 3,055,368 — — 3,055,368 Accrued expenses and other liabilities 353,610 7,986 — 361,596 Deferred income taxes — 11,937 — 11,937 Intercompany payable — 7,894 (7,894 ) — Total liabilities 4,731,978 467,916 (392,722 ) 4,807,172 Equity: Common stock 19,514 — — 19,514 Equity investment from affiliates — 164,285 (164,285 ) — Common stock – additional paid-in capital 4,827,877 — — 4,827,877 Cumulative net earnings 1,614,678 23,516 (23,516 ) 1,614,678 Cumulative dividends paid (2,587,841 ) — — (2,587,841 ) Accumulated other comprehensive (loss) income (52,170 ) 422 (422 ) (52,170 ) Total stockholders’ equity 3,822,058 188,223 (188,223 ) 3,822,058 Noncontrolling interest 353,133 — — 353,133 Total equity 4,175,191 188,223 (188,223 ) 4,175,191 Total liabilities and equity $ 8,907,169 $ 656,139 $ (580,945 ) $ 8,982,363 OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING BALANCE SHEET (in thousands) December 31, 2015 Issuer & Non – Elimination Consolidated ASSETS Real estate properties Land and buildings $ 6,184,507 $ 559,451 $ — $ 6,743,958 Less accumulated depreciation (991,314 ) (27,836 ) — (1,019,150 ) Real estate properties – net 5,193,193 531,615 — 5,724,808 Investment in direct financing leases 587,701 — — 587,701 Mortgage notes receivable 679,795 — — 679,795 6,460,689 531,615 — 6,992,304 Other investments 89,299 — — 89,299 6,549,988 531,615 — 7,081,603 Assets held for sale – net 6,599 — — 6,599 Total investments 6,556,587 531,615 — 7,088,202 Cash and cash equivalents 1,592 3,832 — 5,424 Restricted cash 8,058 6,549 — 14,607 Accounts receivable – net 196,107 7,755 — 203,862 Goodwill 630,404 15,279 — 645,683 Investments in and advances to affiliates 300,409 — (300,409 ) — Other assets 53,732 7,499 — 61,231 Total assets $ 7,746,889 $ 572,529 $ (300,409 ) $ 8,019,009 LIABILITIES AND EQUITY Revolving line of credit $ 230,000 $ — $ — $ 230,000 Term loan 750,000 — — 750,000 Secured borrowings — 361,460 (125,256 ) 236,204 Unsecured borrowings – net 2,352,882 — — 2,352,882 Accrued expenses and other liabilities 326,815 6,891 — 333,706 Deferred income taxes — 15,352 — 15,352 Intercompany payable (13,673 ) 13,673 — — Total liabilities 3,646,024 397,376 (125,256 ) 3,918,144 Equity: Common stock 18,740 — — 18,740 Equity investment from affiliates — 156,830 (156,830 ) — Common stock – additional paid-in capital 4,609,474 — — 4,609,474 Cumulative net earnings 1,372,522 18,246 (18,246 ) 1,372,522 Cumulative dividends paid (2,254,038 ) — — (2,254,038 ) Accumulated other comprehensive (loss) income (8,712 ) 77 (77 ) (8,712 ) Total stockholders’ equity 3,737,986 175,153 (175,153 ) 3,737,986 Noncontrolling interest 362,879 — — 362,879 Total equity 4,100,865 175,153 (175,153 ) 4,100,865 Total liabilities and equity $ 7,746,889 $ 572,529 $ (300,409 ) $ 8,019,009 OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING STATEMENT OF OPERATIONS Unaudited (in thousands) Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Issuer & Non – Elimination Consolidated Issuer & Non – Elimination Consolidated Revenue Rental income $ 170,639 $ 15,198 $ - $ 185,837 $ 504,780 $ 44,214 $ - $ 548,994 Income from direct financing leases 15,611 - - 15,611 46,574 - - 46,574 Mortgage interest income 15,996 - - 15,996 53,973 - - 53,973 Other investment income – net 8,552 16 (1,374 ) 7,194 18,120 54 (1,374 ) 16,800 Total operating revenues 210,798 15,214 (1,374 ) 224,638 623,447 44,268 (1,374 ) 666,341 Expenses Depreciation and amortization 62,460 5,856 - 68,316 179,219 17,035 - 196,254 General and administrative 12,303 125 - 12,428 34,326 389 - 34,715 Acquisition and merger related costs 2,026 283 - 2,309 5,779 3,805 - 9,584 Impairment loss on real estate properties 17,275 - - 17,275 58,508 218 - 58,726 (Recovery) provision for uncollectible mortgages, notes and accounts receivable (3 ) - - (3 ) 705 3,262 - 3,967 Total operating expenses 94,061 6,264 - 100,325 278,537 24,709 - 303,246 Income before other income and expense 116,737 8,950 (1,374 ) 124,313 344,910 19,559 (1,374 ) 363,095 Other income (expense): Interest income 154 3 - 157 160 9 - 169 Interest expense (39,114 ) (5,115 ) 1,374 (42,855 ) (106,807 ) (14,295 ) 1,374 (119,728 ) Interest – amortization of deferred financing costs (2,476 ) (26 ) - (2,502 ) (6,806 ) (38 ) - (6,844 ) Interest – refinancing costs (1,815 ) - - (1,815 ) (2,113 ) - - (2,113 ) Realized loss on foreign exchange (222 ) - - (222 ) (244 ) - - (244 ) Equity in earnings 3,986 - (3,986 ) - 5,270 - (5,270 ) - Total other expense (39,487 ) (5,138 ) (2,612 ) (47,237 ) (110,540 ) (14,324 ) (3,896 ) (128,760 ) Income before gain on assets sold 77,250 3,812 (3,986 ) 77,076 234,370 5,235 (5,270 ) 234,335 Gain on assets sold - net 5,139 - - 5,139 19,931 - - 19,931 Income from continuing operations before income taxes 82,389 3,812 (3,986 ) 82,215 254,301 5,235 (5,270 ) 254,266 Income taxes (255 ) 174 - (81 ) (817 ) 35 - (782 ) Net income 82,134 3,986 (3,986 ) 82,134 253,484 5,270 (5,270 ) 253,484 Net income attributable to noncontrolling interest (3,585 ) - - (3,585 ) (11,328 ) - - (11,328 ) Net income available to common stockholders $ 78,549 $ 3,986 $ (3,986 ) $ 78,549 $ 242,156 $ 5,270 $ (5,270 ) $ 242,156 OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands) Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Issuer & Non – Elimination Consolidated Issuer & Non – Elimination Consolidated Revenue Rental income $ 153,029 $ 13,594 $ - $ 166,623 $ 402,341 $ 28,358 $ - $ 430,699 Income from direct financing leases 15,216 - - 15,216 44,582 - - 44,582 Mortgage interest income 17,195 - - 17,195 51,336 - - 51,336 Other investment income – net 2,940 - - 2,940 6,488 - - 6,488 Total operating revenues 188,380 13,594 - 201,974 504,747 28,358 - 533,105 Expenses Depreciation and amortization 54,600 5,543 - 60,143 138,381 11,528 - 149,909 General and administrative 10,064 96 - 10,160 26,201 281 - 26,482 Acquisition and merger related costs 3,555 - - 3,555 52,994 2,513 - 55,507 Impairment loss on real estate properties 1,743 - - 1,743 14,641 - - 14,641 Provision for uncollectible mortgages, notes and accounts receivable 301 - - 301 292 - - 292 Total operating expenses 70,263 5,639 - 75,902 232,509 14,322 - 246,831 Income before other income and expense 118,117 7,955 - 126,072 272,238 14,036 - 286,274 Other income (expense): Interest income 1 4 - 5 196 9 - 205 Interest expense (34,255 ) (3,914 ) - (38,169 ) (100,966 ) (7,810 ) - (108,776 ) Interest – amortization of deferred financing costs (1,852 ) (5 ) - (1,857 ) (5,020 ) (16 ) - (5,036 ) Interest – refinancing costs - - - - (8,361 ) - - (8,361 ) Equity in earnings 3,771 - (3,771 ) - 5,771 - (5,771 ) - Total other expense (32,335 ) (3,915 ) (3,771 ) (40,021 ) (108,380 ) (7,817 ) (5,771 ) (121,968 ) Income before gain (loss) on assets sold 85,782 4,040 (3,771 ) 86,051 163,858 6,219 (5,771 ) 164,306 (Loss) gain on assets sold – net (2,391 ) - - (2,391 ) 6,411 - - 6,411 Income from continuing operations before income taxes 83,391 4,040 (3,771 ) 83,660 170,269 6,219 (5,771 ) 170,717 Income taxes (137 ) (269 ) - (406 ) (497 ) (448 ) - (945 ) Net income 83,254 3,771 (3,771 ) 83,254 169,772 5,771 (5,771 ) 169,772 Net income attributable to noncontrolling interest (3,852 ) - - (3,852 ) (5,890 ) - - (5,890 ) Net income available to common stockholders $ 79,402 $ 3,771 $ (3,771 ) $ 79,402 $ 163,882 $ 5,771 $ (5,771 ) $ 163,882 OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING STATEMENTS OF CASH FLOWS Unaudited (in thousands) Nine Months Ended September 30, 2016 Issuer & Non-Guarantor Elimination Consolidated Cash flows from operating activities Net income $ 253,484 $ 5,270 $ (5,270 ) $ 253,484 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 179,219 17,035 — 196,254 Provision for impairment on real estate properties 58,508 218 — 58,726 Provision for uncollectible mortgages, notes and accounts receivable 705 3,262 — 3,967 Amortization of deferred financing and refinancing costs 8,919 38 — 8,957 Accretion of direct financing leases (8,999 ) — — (8,999 ) Stock-based compensation 10,116 — — 10,116 Gain on assets sold – net (19,931 ) — — (19,931 ) Amortization of acquired in-place leases - net (10,957 ) — — (10,957 ) Equity in earnings (5,270 ) — 5,270 — Change in operating assets and liabilities – net of amounts assumed/acquired: Accounts receivable – net 205 (2 ) — 203 Straight-line rent receivables (25,574 ) (4,385 ) — (29,959 ) Lease inducements 1,942 — — 1,942 Effective yield receivable on mortgage notes (209 ) — — (209 ) Other operating assets and liabilities 5,214 (11,571 ) — (6,357 ) Net cash provided by operating activities 447,372 9,865 — 457,237 Cash flows from investing activities Acquisition of real estate – net of liabilities assumed and escrows acquired (833,390 ) (126,358 ) — (959,748 ) Investment in construction in progress (44,113 ) — — (44,113 ) Investments in subsidiaries (120,741 ) — 120,741 — Investment in direct financing leases (1,079 ) — — (1,079 ) Placement of mortgage loans (27,895 ) — — (27,895 ) Proceeds from sale of real estate investments 64,746 — — 64,746 Capital improvements to real estate investments (29,761 ) (1,647 ) — (31,408 ) Proceeds from other investments 47,901 1,581 — 49,482 Investments in other investments (240,865 ) (2,134 ) — (242,999 ) Collection of mortgage principal 58,149 — — 58,149 Net cash used in investing activities (1,127,048 ) (128,558 ) 120,741 (1,134,865 ) Cash flows from financing activities Proceeds from credit facility borrowings 1,134,000 — — 1,134,000 Payments on credit facility borrowings (1,141,000 ) — — (1,141,000 ) Receipts of other long-term borrowings 1,048,173 — — 1,048,173 Payments of other long-term borrowings (180,000 ) (934 ) — (180,934 ) Payments of financing related costs (11,746 ) (24 ) — (11,770 ) Receipts from dividend reinvestment plan 229,769 — — 229,769 Payments for exercised options and restricted stock – net (23,403 ) — — (23,403 ) Dividends paid (333,663 ) — — (333,663 ) Contributions from affiliate — 120,741 (120,741 ) — Redemption of OP Units (732 ) — — (732 ) Distributions to OP Unit Holders (15,738 ) — — (15,738 ) Net cash provided by financing activities 705,660 119,783 (120,741 ) 704,702 Increase in cash and cash equivalents 25,984 1,090 — 27,074 Effect of foreign currency translation on cash and cash equivalents — 69 — 69 Cash and cash equivalents at beginning of period 1,592 3,832 — 5,424 Cash and cash equivalents at end of period $ 27,576 $ 4,991 $ — $ 32,567 OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended September 30, 2015 Issuer & Non-Guarantor Elimination Consolidated Cash flows from operating activities Net income $ 169,772 $ 5,771 $ (5,771 ) $ 169,772 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 138,381 11,528 — 149,909 Provision for impairment on real estate properties 14,641 — — 14,641 Provision for uncollectible mortgages, notes and accounts receivable 292 — — 292 Amortization of deferred financing and refinancing costs 13,381 16 — 13,397 Accretion of direct financing leases (8,124 ) — — (8,124 ) Stock-based compensation 6,682 — — 6,682 Gain on assets sold – net (6,411 ) — — (6,411 ) Amortization of acquired in-place leases - net (4,264 ) — — (4,264 ) Change in operating assets and liabilities – net of amounts assumed/acquired: Accounts receivable, net 315 — — 315 Straight-line rent receivables (23,347 ) (3,218 ) — (26,565 ) Lease inducements 347 — — 347 Effective yield receivable on mortgage notes (3,159 ) — — (3,159 ) Other operating assets and liabilities 9,648 553 5,771 15,972 Net cash provided by operating activities 308,154 14,650 — 322,804 Cash flows from investing activities Acquisition of real estate – net of liabilities assumed and escrows acquired (110,806 ) (177,484 ) — (288,290 ) Cash acquired in merger 84,858 — — 84,858 Investment in construction in progress (145,276 ) — — (145,276 ) Investments in subsidiaries (170,631 ) 170,631 — — Investment in direct financing leases (6,793 ) — — (6,793 ) Placement of mortgage loans (7,601 ) — — (7,601 ) Proceeds from sale of real estate investments 41,541 — — 41,541 Capital improvements to real estate investments (16,356 ) (1,798 ) — (18,154 ) Proceeds from other investments 37,428 — — 37,428 Investments in other investments (49,489 ) — — (49,489 ) Collection of mortgage principal 1,025 — — 1,025 Net cash used in investing activities (342,100 ) (8,651 ) — (350,751 ) Cash flows from financing activities Proceeds from credit facility borrowings 1,704,000 — — 1,704,000 Payments on credit facility borrowings (1,239,000 ) — — (1,239,000 ) Receipts of other long-term borrowings 1,588,124 — — 1,588,124 Payments of other long-term borrowings (1,587,158 ) (905 ) — (1,588,063 ) Payments of financing related costs (30,709 ) — — (30,709 ) Escrow deposit for other long-term borrowing (614,998 ) — — (614,998 ) Receipts from dividend reinvestment plan 65,665 — — 65,665 Payments for exercised options and restricted stock – net (26,168 ) — — (26,168 ) Net proceeds from issuance of common stock 439,738 — — 439,738 Dividends paid (253,105 ) — — (253,105 ) Distributions to OP Unit holders (6,598 ) — — (6,598 ) Net cash provided by (used in) financing activities 39,791 (905 ) — 38,886 Increase in cash and cash equivalents 5,845 5,094 — 10,939 Effect of foreign currency translation on cash and cash equivalents — (109 ) — (109 ) Cash and cash equivalents at beginning of period 4,489 — — 4,489 Cash and cash equivalents at end of period $ 10,334 $ 4,985 $ — $ 15,319 |
BASIS OF PRESENTATION AND SIG26
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. 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 Current Report on Form 8-K filed with the SEC on June 30, 2016. Our consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, and (iii) all direct and indirect wholly owned subsidiaries of Omega. All intercompany transactions and balances have been eliminated in consolidation. |
Goodwill Impairment | Goodwill Impairment We assess goodwill for potential impairment during the fourth quarter of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the net assets of the reporting unit. In evaluating goodwill for impairment on an interim basis, we assess qualitative factors such as a current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance |
Asset Impairment | Asset Impairment Management evaluates our real estate investments for impairment indicators at each reporting period, including the evaluation of our assets’ useful lives. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance, legal structure, as well as our intent with respect to holding or disposing of the asset. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying facilities. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows based on our intended use of the property are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. The fair value of the real estate investment is determined by market research, which includes valuing the property as a nursing home as well as other alternative uses. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. Management’s impairment evaluation process, and when applicable, impairment calculations involve estimation of the future cash flows from management’s intended use of the property. Changes in the facts and circumstances that drive management’s assumptions may result in an impairment of the Company’s assets in a future period that could be material to the Company’s results of operations. If we decide to sell real estate properties or land holdings, we evaluate the recoverability of the carrying amounts of the assets. If the evaluation indicates that the carrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell. Our estimates of cash flows and fair values of the properties are based on current market conditions and consider matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. |
Redeemable Limited Partnership Unitholder Interests and Noncontrolling Interests | Redeemable Limited Partnership Unitholder Interests and Noncontrolling Interests As of April 1, 2015 and after giving effect to the Aviv Merger, the Company owned approximately 138.8 million Omega OP Units and Aviv OP owned approximately 52.9 million Omega OP Units. Each of the Omega OP Units (other than the Omega OP Units owned by Omega) 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 shares of Omega Common Stock on a one-for-one basis, subject to adjustment as set forth in the Partnership Agreement, in an unregistered transaction. Effective June 30, 2015, the Company (through Merger Sub, in its capacity as the general partner of Aviv OP) caused Aviv OP to make a distribution of Omega OP Units held by Aviv OP (or equivalent value) to Aviv OP investors (the “Aviv OP Distribution”) in connection with the liquidation of Aviv OP. As a result of the Aviv OP Distribution, Omega directly and indirectly owned approximately 95% of the outstanding Omega OP Units, and the other investors owned approximately 5% of the outstanding Omega OP Units. As a part of the Aviv OP Distribution, Omega settled approximately 0.2 million units via cash settlement. As of September 30, 2016, Omega directly and indirectly owns approximately 96% of the outstanding Omega OP Units, and the other investors own approximately 4% of the outstanding Omega OP Units. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests is the portion of equity in the Omega OP not attributable to the Company. We present the portion of any equity that we do not own in consolidated entities as noncontrolling interests and classify those interests as a component of total equity, separate from total stockholders’ equity, on our Consolidated Balance Sheets. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Operations. As our ownership of a controlled subsidiary increases or decreases, any difference between the aggregate consideration paid to acquire the noncontrolling interests and our noncontrolling interest balance is recorded as a component of equity in additional paid-in capital, so long as we maintain a controlling ownership interest. |
Foreign Operations | Foreign Operations The U.S. dollar is the functional currency for our consolidated subsidiaries operating in the United States. The functional currency for our consolidated subsidiaries operating in countries other than the United States is the principal currency in which the entity primarily generates and expends cash. For our consolidated subsidiaries whose functional currency is not the U.S. dollar, we translate their financial statements into the U.S. dollar. We translate assets and liabilities at the exchange rate in effect as of the financial statement date. Revenue and expense accounts are translated using an average exchange rate for the period. Gains and losses resulting from translation are included in accumulated other comprehensive loss (“AOCL”), as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest. We and certain of our consolidated subsidiaries may have intercompany and third-party debt that is not denominated in the entity’s functional currency. When the debt is remeasured against the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in results of operations, unless it is intercompany debt that is deemed to be long-term in nature and then the adjustments are included in AOCL. |
Derivative Instruments | Derivative Instruments During our normal course of business, we may use certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the Consolidated Balance Sheets at their fair value which are determined using a market approach and Level 2 inputs. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated as qualifying cash flow hedging relationships, the change in fair value of the effective portion of the derivatives is recognized in AOCL as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest, whereas the change in fair value of the ineffective portion is recognized in earnings. We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized obligations or assets in the Consolidated Balance Sheets. We also assess and document, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, we discontinue hedge accounting prospectively and record the appropriate adjustment to earnings based on the current fair value of the derivative. As a matter of policy, we do not use derivatives for trading or speculative purposes. At September 30, 2016 and December 31, 2015, we had $12.8 million and $0.7 million, respectively, of qualifying cash flow hedges recorded at fair value in accrued expenses and other liabilities on our Consolidated Balance Sheets. |
Accounts Receivable | Accounts Receivable Accounts receivable includes: contractual receivables, effective yield interest receivables, straight-line rent receivables and lease inducements, net of an estimated provision for losses related to uncollectible and disputed accounts. Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements. Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line 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, and are amortized as a reduction of rental revenue over the non-cancellable lease term. On a quarterly basis, we review our accounts receivable to determine their collectability. The determination of collectability of these assets requires significant judgment and is affected by several factors relating to the credit quality of our operators that we regularly monitor, including (i) payment history, (ii) the age of the contractual receivables, (iii) the current economic conditions and reimbursement environment, (iv) the ability of the tenant to perform under the terms of their lease and/or contractual loan agreements and (v) the value of the underlying collateral of the agreement. If we determine collectability of any of our contractual receivables is at risk, we estimate the potential uncollectible amounts and provide an allowance. In the case of a lease recognized on a straight-line basis, a mortgage recognized on an effective yield basis or the existence of lease inducements, we generally provide an allowance for straight-line, effective interest, and or lease inducement accounts receivable when certain conditions or indicators of adverse collectability are present. If the accounts receivable balance is subsequently deemed uncollectible, the receivable and allowance for doubtful account balance are written off. A summary of our net receivables by type is as follows: September 30, December 31, 2016 2015 (in thousands) Contractual receivables $ 8,297 $ 8,452 Effective yield interest receivables 9,237 9,028 Straight-line receivables 199,008 175,709 Lease inducements 9,040 10,982 Allowance (357 ) (309 ) Accounts receivable – net $ 225,225 $ 203,862 In the first quarter of 2016, we entered into agreements to transition 27 facilities from one of our former operators to a current operator. As a result of the transition, we wrote off approximately $3.4 million of straight line receivable from the former operator. |
Related Party Transactions | Related Party Transactions The Company has a policy which generally requires related party transactions to be approved or ratified by the Audit Committee. On February 1, 2016, we acquired 10 SNFs from Laurel Healthcare Holdings, Inc. (“Laurel”) for approximately $169.0 million in cash and leased them to an unrelated existing operator. A former member of the Board of Directors of the Company, together with certain members of his immediate family, beneficially owned approximately 34% of the equity of Laurel prior to the transaction. Immediately following our acquisition, the unrelated existing operator acquired all of the outstanding equity interests of Laurel, including the interests previously held by the former director of the Company and his family. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Identifying Performance Obligations and Licensing, Narrow-Scope Improvements and Practical Expedients. In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718) In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments . |
BASIS OF PRESENTATION AND SIG27
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of summary of net receivables | September 30, December 31, 2016 2015 (in thousands) Contractual receivables $ 8,297 $ 8,452 Effective yield interest receivables 9,237 9,028 Straight-line receivables 199,008 175,709 Lease inducements 9,040 10,982 Allowance (357 ) (309 ) Accounts receivable – net $ 225,225 $ 203,862 |
PROPERTIES AND INVESTMENTS (Tab
PROPERTIES AND INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Schedule of summary of significant acquisitions | Number of Facilities Land Building & Site Improvements Furniture Initial Period SNF ALF Country/ State Total (in millions) Yield Q1 - 1 UK $ 8.3 $ 1.4 $ 6.7 $ 0.2 7.00 Q1 - 1 UK 6.1 0.6 5.3 0.2 7.00 Q1 10 - OH, VA, MI 169.0 (3) 10.5 152.5 6.0 8.50 Q1 - 2 GA 20.2 0.8 18.3 1.1 7.50 Q1 3 - MD 25.0 2.5 19.9 2.6 8.50 Q1 21 - VA, NC 212.5 19.3 181.1 12.1 8.50 Q2 - 10 UK 111.9 (4) 24.8 83.9 3.2 7.00 Q2 - 3 TX 66.0 (5) 5.8 58.6 1.6 6.80 Q2 3 - CO, MO 31.8 3.1 26.2 2.5 9.00 Q3 - 1 FL 4.3 (1) 2.3 1.8 0.2 8.00 Q3 - 1 GA 2.5 (1) 0.2 2.1 0.2 8.00 Q3 - 1 FL 16.5 (1) 1.8 14.3 0.4 8.00 Q3 1 - SC 10.1 (1) 2.7 6.5 0.9 9.00 Q3 1 - OH 9.0 (1)(6) - 8.6 0.4 9.00 Q3 31 - FL, KY,TN 329.6 (1)(2) 24.6 290.8 14.2 9.00 Total 70 20 $ 1,022.8 $ 100.4 $ 876.6 $ 45.8 (1) The Company estimated the fair value of the assets acquired on the acquisition date based on certain valuation analyses that have yet to be finalized, and accordingly, the assets acquired, as detailed, are subject to adjustment once the analysis is completed. (2) The Company’s investment includes a purchase option buyout obligation with a fair value of approximately $29.6 million. The future buyout obligation is recorded in accrued expenses and other liabilities on our Consolidated Balance Sheet. The Company also acquired a term loan with a fair value of approximately $37.0 million which is recorded in other investments on our Consolidated Balance Sheet. Refer to Note – 5 Other Investments. (3) Acquired from a related party. Refer to Note – 1 Related Party Transactions. (4) Omega also recorded a deferred tax asset of approximately $1.9 million in connection with the acquisition. (5) The Company paid $63.0 million in cash at closing to acquire the facilities. We have agreed to pay an additional $1.5 million in April 2017 and the remaining $1.5 million in April 2018. The additional consideration to be paid is contractually determined and not contingent on other factors. The $3.0 million liability is recorded in unsecured borrowings – net on our Consolidated Balance Sheet. (6) The Company paid approximately $3.5 million in cash to acquire the facility. The remainder of the purchase price (approximately $5.5 million) was funded with the redemption of an other investment note. |
Schedule of allocation of the assets acquired and liabilities assumed | Fair value of net assets acquired: Land and buildings $ 3,107,530 Investment in direct financing leases 26,823 Mortgages notes receivable 19,246 Other investments 23,619 Total investments 3,177,218 Goodwill 630,679 Accounts receivables and other assets 17,144 Cash acquired 84,858 Accrued expenses and other liabilities (223,002 ) Debt (1,410,637 ) Fair value of net assets acquired $ 2,276,260 |
Schedule of unaudited pro forma results of business acquisition | Pro Forma Nine Months Ended September 30, 2015 (in thousands, except per Pro Forma Revenues $ 612,572 Pro Forma Net income $ 200,826 Earnings per share – diluted: Net income – as reported $ 0.97 Net income – pro forma $ 1.04 |
DIRECT FINANCING LEASES (Tables
DIRECT FINANCING LEASES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Leases, Capital [Abstract] | |
Schedule of components of investment in direct financing leases | September 30, December 31, 2016 2015 (in thousands) Minimum lease payments receivable $ 4,291,776 $ 4,320,876 Less unearned income (3,693,997 ) (3,733,175 ) Investment in direct financing leases - net $ 597,779 $ 587,701 Properties subject to direct financing leases 58 59 |
Schedule of minimum rents due under direct financing lease for the next five years | Year 1 Year 2 Year 3 Year 4 Year 5 $50,509 $51,688 $52,961 $54,270 $55,491 |
MORTGAGE NOTES RECEIVABLE (Tabl
MORTGAGE NOTES RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Mortgage Notes Receivable Investments [Abstract] | |
Schedule of outstanding principal amounts of mortgage notes receivable, net of allowances | September 30, December 31, 2016 2015 (in thousands) Mortgage note due 2024; interest at 9.79% $ 112,500 $ 112,500 Mortgage note due 2028; interest at 11.00% 35,964 69,928 Mortgage note due 2029; interest at 9.45% 412,465 413,399 Other mortgage notes outstanding (1) 63,410 83,968 Mortgage notes receivable, gross 624,339 679,795 Allowance for loss on mortgage notes receivable — — Total mortgages — net $ 624,339 $ 679,795 (1) Other mortgage notes outstanding have stated interest rates ranging from 8.35% to 12.0% and maturity dates through 2053. |
OTHER INVESTMENTS (Tables)
OTHER INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Schedule of other investments | September 30, December 31, 2016 2015 (in thousands) Other investment note due 2017; interest at 8.50% $ 10,300 $ — Other investment note due 2019; interest at 10.50% 49,396 — Other investment note due 2020; interest at 10.00% 23,000 23,000 Other investment note due 2020; interest at 14.00% 47,970 — Other investment note due 2022, interest at 9.00% 31,987 — Other investment note due 2028; interest at 8.50% 20,000 — Other investment note due 2030; interest at 6.66% 39,805 26,966 Other investment notes outstanding (1) 57,795 42,293 Other investments, gross 280,253 92,259 Allowance for loss on other investments (3,002 ) (2,960 ) Total other investments $ 277,251 $ 89,299 (1) Other investment notes have maturity dates through 2028 and interest rates ranging from 6.50% to 13.0%. |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Schedule of properties held-for-sale | Properties Held For Sale Number of Net Book Value December 31, 2015 3 $ 6,599 Properties sold (1) (2 ) (600 ) Properties added (2) 24 67,590 March 31, 2016 25 $ 73,589 Properties sold/other (1) (7 ) (28,347 ) Properties added (2) 4 7,209 June 30, 2016 22 $ 52,451 Properties sold/other (1) (4 ) (8,659 ) Properties added (2) 13 47,418 September 30, 2016 31 $ 91,210 (1) In the first quarter of 2016, we sold two SNFs for approximately $2.4 million in net proceeds recognizing a gain on sale of approximately $1.6 million. In the second quarter of 2016, we sold seven SNFs for approximately $39.2 million in net proceeds generating a gain on sale of approximately $12.5 million. We also recorded approximately $3.4 million of impairments on 12 facilities to reduce their net book values to their estimated fair value less costs to sell. In the third quarter of 2016, we sold one closed SNF for approximately $0.3 million in net proceeds. Two SNFs and one ALF classified as assets held for sale in the second quarter were no longer considered held for sale and were reclassified in the third quarter back to leased properties at their fair values (approximately $7.0 million). In addition, we recorded approximately $1.5 million of impairments on four facilities in the third quarter to further reduce their net book values to their estimated fair value less costs to sell. (2) In the first quarter of 2016, we reclassified eight ALFs and 16 SNFs located in six states to assets held for sale. We recorded approximately $34.6 million of impairment charges on 14 of these facilities to reduce their net book values to their estimated fair value less costs to sell. In the second quarter of 2016, we reclassified three SNFs and one ALF to assets held for sale with total carrying value of $7.2 million. In the third quarter of 2016, we reclassified 12 SNFs and one ALF to assets held for sale. In the third quarter, we recorded approximately $14.8 million of impairment charges on six of these facilities to reduce their net book values to their estimated fair value less costs to sell. |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangibles | September 30, December 31, 2016 2015 (in thousands) Assets: Goodwill $ 644,129 $ 645,683 Above market leases $ 23,545 $ 21,901 In-place leases 167 386 Accumulated amortization (15,461 ) (14,162 ) Net intangible assets $ 8,251 $ 8,125 Liabilities: Below market leases $ 165,028 $ 165,331 Accumulated amortization (67,321 ) (55,131 ) Net intangible liabilities $ 97,707 $ 110,200 |
Schedule of reconciliation of goodwill | (in thousands) Balance as of December 31, 2015 $ 645,683 Add: additional valuation adjustments related to preliminary valuations 275 Less: foreign currency translation (390 ) Balance as of March 31, 2016 645,568 Less: foreign currency translation (1,087 ) Balance as of June 30, 2016 644,481 Less: foreign currency translation (352 ) Balance as of September 30, 2016 $ 644,129 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of accumulated other comprehensive loss | September 30, December 31, 2016 2015 (in thousands) Foreign currency translation adjustments $ (39,939 ) $ (8,027 ) Derivative instrument adjustments (12,231 ) (685 ) Total accumulated other comprehensive loss $ (52,170 ) $ (8,712 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Schedule of summary of stock-based compensation expense | Three Months Ended Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands) Stock-based compensation expense $ 3,673 $ 2,199 $ 10,116 $ 6,682 |
Schedule of unrecognized compensation cost associated with outstanding restricted stock and PRSU awards and LTIP Unit awards | Grant Shares/ Units (1) Grant Date Total Compensation Cost (in millions) (2) Weighted Unrecognized Performance Vesting RSUs 2013 RSU 2013 195,822 $ 29.80 $ 5.8 36 $ 0.5 N/A 12/31/14 - 12/31/16 2014 RSU 2014 106,778 29.80 3.2 36 0.3 N/A 12/31/2016 3/31/15 RSU 2015 109,985 40.57 4.5 33 2.0 N/A 12/31/2017 4/1/15 RSU 2015 40,464 40.74 1.6 33 0.7 N/A 12/31/2017 Assumed Aviv RSU 2015 18,920 24.92 0.5 21 0.1 N/A 12/31/2016 Assumed Aviv RSU 2015 7,799 35.08 0.3 33 0.1 N/A 12/31/15-12/31/17 3/17/16 RSU 2016 131,006 34.78 4.6 33 3.7 N/A 12/31/2018 Restricted Stock Units Total 610,774 $ 33.45 $ 20.5 $ 7.4 TSR PRSUs and LTIP Units 2016 Transition TSR 2013 101,591 8.67 0.9 36 0.1 12/31/2013-12/31/2016 12/31/2016 2016 TSR 2014 135,634 8.67 1.2 48 0.4 1/1/2014-12/31/2016 Quarterly in 2017 3/31/15 2017 LTIP Units 2015 137,249 14.66 2.0 45 1.2 1/1/2015-12/31/2017 Quarterly in 2018 4/1/2015 2017 LTIP Units 2015 54,151 14.80 0.8 45 0.5 1/1/2015-12/31/2017 Quarterly in 2018 7/31/15 2016 Transition TSR 2015 22,091 18.51 0.4 5 - 12/31/2013-12/31/2016 12/31/2016 7/31/15 2017 LTIP Units 2015 5,823 8.78 0.1 5 - 1/1/2015-12/31/2017 12/31/2017 3/17/16 2018 LTIP Units 2016 372,069 13.21 4.9 45 4.2 1/1/2016-12/31/2018 Quarterly in 2019 TSR PRSUs & LTIP Total 828,608 $ 12.36 $ 10.3 $ 6.4 Relative TSR PRSUs 2016 Transition Relative TSR 2013 101,588 14.24 1.4 36 0.1 12/31/2013-12/31/2016 12/31/2016 2016 Relative TSR 2014 135,634 14.24 1.9 48 0.6 1/1/2014-12/31/2016 Quarterly in 2017 3/31/15 2017 Relative TSR 2015 137,249 22.50 3.1 45 1.9 1/1/2015-12/31/2017 Quarterly in 2018 4/1/2015 2017 Relative TSR 2015 54,151 22.91 1.2 45 0.7 1/1/2015-12/31/2017 Quarterly in 2018 7/31/15 2016 Relative TSR 2015 22,100 19.60 0.4 5 - 12/31/2013-12/31/2016 12/31/2016 7/31/15 2017 Relative TSR 2015 5,826 17.74 0.1 5 - 1/1/2015-12/31/2017 12/31/2017 3/17/16 2018 Relative TSR 2016 307,480 16.45 5.1 45 4.3 1/1/2016-12/31/2018 Quarterly in 2019 Relative TSR PRSUs Total 764,028 $ 17.41 $ 13.2 $ 7.6 Grand Total 2,203,410 $ 19.96 $ 44.0 $ 21.4 (1) Shares/units are net of shares cancelled. (2) Total compensation costs are net of shares cancelled. |
BORROWING ACTIVITIES AND ARRA36
BORROWING ACTIVITIES AND ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term borrowings | Interest Rate September 30, December 31, Maturity 2016 2016 2015 (in thousands) Secured borrowings: Mortgage term loan $ — $ 180,000 HUD mortgages assumed December 2011 (1) 2044 3.06 % 55,271 56,204 Total secured borrowings 55,271 236,204 Unsecured borrowings: Revolving line of credit 2018 1.82 % 223,000 230,000 Tranche A-1 term loan 2019 2.02 % 200,000 200,000 Tranche A-2 term loan 2017 2.02 % 200,000 200,000 Tranche A-3 term loan 2021 2.02 % 350,000 — Omega OP term loan 2017 2.02 % 100,000 100,000 2015 term loan 2022 2.33 % 250,000 250,000 1,323,000 980,000 2023 notes 2023 4.375 % 700,000 — 2024 notes 2024 5.875 % 400,000 400,000 2024 notes 2024 4.95 % 400,000 400,000 2025 notes 2025 4.50 % 250,000 250,000 2026 notes 2026 5.25 % 600,000 600,000 2027 notes 2027 4.50 % 700,000 700,000 Other 2018 - 3,000 — Subordinated debt 2021 9.00 % 20,000 20,000 3,073,000 2,370,000 Discount - net (17,632 ) (17,118 ) Total unsecured borrowings 4,378,368 3,332,882 Total – net $ 4,433,639 $ 3,569,086 (1) Reflects the weighted average annual contractual interest rate on the mortgages at September 30, 2016 excluding a third-party administration fee of approximately 0.5% annually. Secured by real estate assets with a net carrying value of $66.7 million as of September 30, 2016. |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of the carrying amounts and fair values of financial instruments | September 30, 2016 December 31, 2015 Carrying Fair Carrying Fair (in thousands) Assets: Cash and cash equivalents $ 32,567 $ 32,567 $ 5,424 $ 5,424 Restricted cash 12,282 12,282 14,607 14,607 Investments in direct financing leases – net 597,779 594,489 587,701 584,358 Mortgage notes receivable – net 624,339 630,576 679,795 687,130 Other investments – net 277,251 272,514 89,299 90,745 Total $ 1,544,218 $ 1,542,428 $ 1,376,826 $ 1,382,264 Liabilities: Revolving line of credit $ 223,000 $ 223,000 $ 230,000 $ 230,000 Tranche A-1 term loan 200,000 200,000 200,000 200,000 Tranche A-2 term loan 200,000 200,000 200,000 200,000 Tranche A-3 term loan 350,000 350,000 — — Omega OP term loan 100,000 100,000 100,000 100,000 2015 term loan 250,000 250,000 250,000 250,000 4.375% notes due 2023 – net 698,237 725,932 — — 5.875% notes due 2024 – net 400,000 466,755 400,000 429,956 4.95% notes due 2024 – net 395,758 421,791 395,333 403,064 4.50% notes due 2025 – net 248,257 254,384 248,099 242,532 5.25% notes due 2026 – net 598,466 645,477 598,343 612,760 4.50% notes due 2027 – net 691,130 698,660 690,494 667,651 Mortgage term loan due 2019 — — 180,000 180,000 HUD debt – net 55,271 57,331 56,204 52,678 Subordinated debt – net 20,520 25,429 20,613 24,366 Other 3,000 3,000 — — Total $ 4,433,639 $ 4,621,759 $ 3,569,086 $ 3,593,007 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Net Income Available To Common Per Share | |
Schedule of computation of basic and diluted earnings per share | Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (in thousands, except per share amounts) Numerator: Net income $ 82,134 $ 83,254 $ 253,484 $ 169,772 Less: net income attributable to noncontrolling interests (3,585 ) (3,852 ) (11,328 ) (5,890 ) Net income available to common stockholders $ 78,549 $ 79,402 $ 242,156 $ 163,882 Denominator: Denominator for basic earnings per share 194,123 184,739 190,444 167,261 Effect of dilutive securities: Common stock equivalents 1,093 1,483 1,174 1,580 Noncontrolling interest – OP units 8,862 8,961 8,910 5,983 Denominator for diluted earnings per share 204,078 195,183 200,528 174,824 Earnings per share – basic: Net income available to common stockholders $ 0.40 $ 0.43 $ 1.27 $ 0.98 Earnings per share – diluted: Net income $ 0.40 $ 0.43 $ 1.26 $ 0.97 |
CONSOLIDATING FINANCIAL STATE39
CONSOLIDATING FINANCIAL STATEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule of consolidating balance sheets | CONSOLIDATING BALANCE SHEET Unaudited (in thousands) September 30, 2016 Issuer & Non – Elimination Consolidated ASSETS Real estate properties Land and buildings $ 6,938,032 $ 655,854 $ — $ 7,593,886 Less accumulated depreciation (1,142,146 ) (43,931 ) — (1,186,077 ) Real estate properties – net 5,795,886 611,923 — 6,407,809 Investment in direct financing leases 597,779 — — 597,779 Mortgage notes receivable 624,339 — — 624,339 7,018,004 611,923 — 7,629,927 Other investments 276,862 389 — 277,251 7,294,866 612,312 — 7,907,178 Assets held for sale – net 91,210 — — 91,210 Total investments 7,386,076 612,312 — 7,998,388 Cash and cash equivalents 27,576 4,991 — 32,567 Restricted cash 7,111 5,171 — 12,282 Accounts receivable – net 216,597 8,628 — 225,225 Goodwill 630,679 13,450 — 644,129 Investments in and advances to affiliates 580,945 — (580,945 ) — Other assets 58,185 11,587 — 69,772 Total assets $ 8,907,169 $ 656,139 $ (580,945 ) $ 8,982,363 LIABILITIES AND EQUITY Revolving line of credit $ 223,000 $ — $ — $ 223,000 Term loan 1,100,000 — — 1,100,000 Secured borrowings — 440,099 (384,828 ) 55,271 Unsecured borrowings – net 3,055,368 — — 3,055,368 Accrued expenses and other liabilities 353,610 7,986 — 361,596 Deferred income taxes — 11,937 — 11,937 Intercompany payable — 7,894 (7,894 ) — Total liabilities 4,731,978 467,916 (392,722 ) 4,807,172 Equity: Common stock 19,514 — — 19,514 Equity investment from affiliates — 164,285 (164,285 ) — Common stock – additional paid-in capital 4,827,877 — — 4,827,877 Cumulative net earnings 1,614,678 23,516 (23,516 ) 1,614,678 Cumulative dividends paid (2,587,841 ) — — (2,587,841 ) Accumulated other comprehensive (loss) income (52,170 ) 422 (422 ) (52,170 ) Total stockholders’ equity 3,822,058 188,223 (188,223 ) 3,822,058 Noncontrolling interest 353,133 — — 353,133 Total equity 4,175,191 188,223 (188,223 ) 4,175,191 Total liabilities and equity $ 8,907,169 $ 656,139 $ (580,945 ) $ 8,982,363 CONSOLIDATING BALANCE SHEET (in thousands) December 31, 2015 Issuer & Non – Elimination Consolidated ASSETS Real estate properties Land and buildings $ 6,184,507 $ 559,451 $ — $ 6,743,958 Less accumulated depreciation (991,314 ) (27,836 ) — (1,019,150 ) Real estate properties – net 5,193,193 531,615 — 5,724,808 Investment in direct financing leases 587,701 — — 587,701 Mortgage notes receivable 679,795 — — 679,795 6,460,689 531,615 — 6,992,304 Other investments 89,299 — — 89,299 6,549,988 531,615 — 7,081,603 Assets held for sale – net 6,599 — — 6,599 Total investments 6,556,587 531,615 — 7,088,202 Cash and cash equivalents 1,592 3,832 — 5,424 Restricted cash 8,058 6,549 — 14,607 Accounts receivable – net 196,107 7,755 — 203,862 Goodwill 630,404 15,279 — 645,683 Investments in and advances to affiliates 300,409 — (300,409 ) — Other assets 53,732 7,499 — 61,231 Total assets $ 7,746,889 $ 572,529 $ (300,409 ) $ 8,019,009 LIABILITIES AND EQUITY Revolving line of credit $ 230,000 $ — $ — $ 230,000 Term loan 750,000 — — 750,000 Secured borrowings — 361,460 (125,256 ) 236,204 Unsecured borrowings – net 2,352,882 — — 2,352,882 Accrued expenses and other liabilities 326,815 6,891 — 333,706 Deferred income taxes — 15,352 — 15,352 Intercompany payable (13,673 ) 13,673 — — Total liabilities 3,646,024 397,376 (125,256 ) 3,918,144 Equity: Common stock 18,740 — — 18,740 Equity investment from affiliates — 156,830 (156,830 ) — Common stock – additional paid-in capital 4,609,474 — — 4,609,474 Cumulative net earnings 1,372,522 18,246 (18,246 ) 1,372,522 Cumulative dividends paid (2,254,038 ) — — (2,254,038 ) Accumulated other comprehensive (loss) income (8,712 ) 77 (77 ) (8,712 ) Total stockholders’ equity 3,737,986 175,153 (175,153 ) 3,737,986 Noncontrolling interest 362,879 — — 362,879 Total equity 4,100,865 175,153 (175,153 ) 4,100,865 Total liabilities and equity $ 7,746,889 $ 572,529 $ (300,409 ) $ 8,019,009 |
Schedule of consolidating statement of operations | CONSOLIDATING STATEMENT OF OPERATIONS Unaudited (in thousands) Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Issuer & Non – Elimination Consolidated Issuer & Non – Elimination Consolidated Revenue Rental income $ 170,639 $ 15,198 $ - $ 185,837 $ 504,780 $ 44,214 $ - $ 548,994 Income from direct financing leases 15,611 - - 15,611 46,574 - - 46,574 Mortgage interest income 15,996 - - 15,996 53,973 - - 53,973 Other investment income – net 8,552 16 (1,374 ) 7,194 18,120 54 (1,374 ) 16,800 Total operating revenues 210,798 15,214 (1,374 ) 224,638 623,447 44,268 (1,374 ) 666,341 Expenses Depreciation and amortization 62,460 5,856 - 68,316 179,219 17,035 - 196,254 General and administrative 12,303 125 - 12,428 34,326 389 - 34,715 Acquisition and merger related costs 2,026 283 - 2,309 5,779 3,805 - 9,584 Impairment loss on real estate properties 17,275 - - 17,275 58,508 218 - 58,726 (Recovery) provision for uncollectible mortgages, notes and accounts receivable (3 ) - - (3 ) 705 3,262 - 3,967 Total operating expenses 94,061 6,264 - 100,325 278,537 24,709 - 303,246 Income before other income and expense 116,737 8,950 (1,374 ) 124,313 344,910 19,559 (1,374 ) 363,095 Other income (expense): Interest income 154 3 - 157 160 9 - 169 Interest expense (39,114 ) (5,115 ) 1,374 (42,855 ) (106,807 ) (14,295 ) 1,374 (119,728 ) Interest – amortization of deferred financing costs (2,476 ) (26 ) - (2,502 ) (6,806 ) (38 ) - (6,844 ) Interest – refinancing costs (1,815 ) - - (1,815 ) (2,113 ) - - (2,113 ) Realized loss on foreign exchange (222 ) - - (222 ) (244 ) - - (244 ) Equity in earnings 3,986 - (3,986 ) - 5,270 - (5,270 ) - Total other expense (39,487 ) (5,138 ) (2,612 ) (47,237 ) (110,540 ) (14,324 ) (3,896 ) (128,760 ) Income before gain on assets sold 77,250 3,812 (3,986 ) 77,076 234,370 5,235 (5,270 ) 234,335 Gain on assets sold - net 5,139 - - 5,139 19,931 - - 19,931 Income from continuing operations before income taxes 82,389 3,812 (3,986 ) 82,215 254,301 5,235 (5,270 ) 254,266 Income taxes (255 ) 174 - (81 ) (817 ) 35 - (782 ) Net income 82,134 3,986 (3,986 ) 82,134 253,484 5,270 (5,270 ) 253,484 Net income attributable to noncontrolling interest (3,585 ) - - (3,585 ) (11,328 ) - - (11,328 ) Net income available to common stockholders $ 78,549 $ 3,986 $ (3,986 ) $ 78,549 $ 242,156 $ 5,270 $ (5,270 ) $ 242,156 CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands) Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Issuer & Non – Elimination Consolidated Issuer & Non – Elimination Consolidated Revenue Rental income $ 153,029 $ 13,594 $ - $ 166,623 $ 402,341 $ 28,358 $ - $ 430,699 Income from direct financing leases 15,216 - - 15,216 44,582 - - 44,582 Mortgage interest income 17,195 - - 17,195 51,336 - - 51,336 Other investment income – net 2,940 - - 2,940 6,488 - - 6,488 Total operating revenues 188,380 13,594 - 201,974 504,747 28,358 - 533,105 Expenses Depreciation and amortization 54,600 5,543 - 60,143 138,381 11,528 - 149,909 General and administrative 10,064 96 - 10,160 26,201 281 - 26,482 Acquisition and merger related costs 3,555 - - 3,555 52,994 2,513 - 55,507 Impairment loss on real estate properties 1,743 - - 1,743 14,641 - - 14,641 Provision for uncollectible mortgages, notes and accounts receivable 301 - - 301 292 - - 292 Total operating expenses 70,263 5,639 - 75,902 232,509 14,322 - 246,831 Income before other income and expense 118,117 7,955 - 126,072 272,238 14,036 - 286,274 Other income (expense): Interest income 1 4 - 5 196 9 - 205 Interest expense (34,255 ) (3,914 ) - (38,169 ) (100,966 ) (7,810 ) - (108,776 ) Interest – amortization of deferred financing costs (1,852 ) (5 ) - (1,857 ) (5,020 ) (16 ) - (5,036 ) Interest – refinancing costs - - - - (8,361 ) - - (8,361 ) Equity in earnings 3,771 - (3,771 ) - 5,771 - (5,771 ) - Total other expense (32,335 ) (3,915 ) (3,771 ) (40,021 ) (108,380 ) (7,817 ) (5,771 ) (121,968 ) Income before gain (loss) on assets sold 85,782 4,040 (3,771 ) 86,051 163,858 6,219 (5,771 ) 164,306 (Loss) gain on assets sold – net (2,391 ) - - (2,391 ) 6,411 - - 6,411 Income from continuing operations before income taxes 83,391 4,040 (3,771 ) 83,660 170,269 6,219 (5,771 ) 170,717 Income taxes (137 ) (269 ) - (406 ) (497 ) (448 ) - (945 ) Net income 83,254 3,771 (3,771 ) 83,254 169,772 5,771 (5,771 ) 169,772 Net income attributable to noncontrolling interest (3,852 ) - - (3,852 ) (5,890 ) - - (5,890 ) Net income available to common stockholders $ 79,402 $ 3,771 $ (3,771 ) $ 79,402 $ 163,882 $ 5,771 $ (5,771 ) $ 163,882 |
Schedule of consolidating statement of cash flows | CONSOLIDATING STATEMENTS OF CASH FLOWS Unaudited (in thousands) Nine Months Ended September 30, 2016 Issuer & Non-Guarantor Elimination Consolidated Cash flows from operating activities Net income $ 253,484 $ 5,270 $ (5,270 ) $ 253,484 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 179,219 17,035 — 196,254 Provision for impairment on real estate properties 58,508 218 — 58,726 Provision for uncollectible mortgages, notes and accounts receivable 705 3,262 — 3,967 Amortization of deferred financing and refinancing costs 8,919 38 — 8,957 Accretion of direct financing leases (8,999 ) — — (8,999 ) Stock-based compensation 10,116 — — 10,116 Gain on assets sold – net (19,931 ) — — (19,931 ) Amortization of acquired in-place leases - net (10,957 ) — — (10,957 ) Equity in earnings (5,270 ) — 5,270 — Change in operating assets and liabilities – net of amounts assumed/acquired: Accounts receivable – net 205 (2 ) — 203 Straight-line rent receivables (25,574 ) (4,385 ) — (29,959 ) Lease inducements 1,942 — — 1,942 Effective yield receivable on mortgage notes (209 ) — — (209 ) Other operating assets and liabilities 5,214 (11,571 ) — (6,357 ) Net cash provided by operating activities 447,372 9,865 — 457,237 Cash flows from investing activities Acquisition of real estate – net of liabilities assumed and escrows acquired (833,390 ) (126,358 ) — (959,748 ) Investment in construction in progress (44,113 ) — — (44,113 ) Investments in subsidiaries (120,741 ) — 120,741 — Investment in direct financing leases (1,079 ) — — (1,079 ) Placement of mortgage loans (27,895 ) — — (27,895 ) Proceeds from sale of real estate investments 64,746 — — 64,746 Capital improvements to real estate investments (29,761 ) (1,647 ) — (31,408 ) Proceeds from other investments 47,901 1,581 — 49,482 Investments in other investments (240,865 ) (2,134 ) — (242,999 ) Collection of mortgage principal 58,149 — — 58,149 Net cash used in investing activities (1,127,048 ) (128,558 ) 120,741 (1,134,865 ) Cash flows from financing activities Proceeds from credit facility borrowings 1,134,000 — — 1,134,000 Payments on credit facility borrowings (1,141,000 ) — — (1,141,000 ) Receipts of other long-term borrowings 1,048,173 — — 1,048,173 Payments of other long-term borrowings (180,000 ) (934 ) — (180,934 ) Payments of financing related costs (11,746 ) (24 ) — (11,770 ) Receipts from dividend reinvestment plan 229,769 — — 229,769 Payments for exercised options and restricted stock – net (23,403 ) — — (23,403 ) Dividends paid (333,663 ) — — (333,663 ) Contributions from affiliate — 120,741 (120,741 ) — Redemption of OP Units (732 ) — — (732 ) Distributions to OP Unit Holders (15,738 ) — — (15,738 ) Net cash provided by financing activities 705,660 119,783 (120,741 ) 704,702 Increase in cash and cash equivalents 25,984 1,090 — 27,074 Effect of foreign currency translation on cash and cash equivalents — 69 — 69 Cash and cash equivalents at beginning of period 1,592 3,832 — 5,424 Cash and cash equivalents at end of period $ 27,576 $ 4,991 $ — $ 32,567 CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended September 30, 2015 Issuer & Non-Guarantor Elimination Consolidated Cash flows from operating activities Net income $ 169,772 $ 5,771 $ (5,771 ) $ 169,772 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 138,381 11,528 — 149,909 Provision for impairment on real estate properties 14,641 — — 14,641 Provision for uncollectible mortgages, notes and accounts receivable 292 — — 292 Amortization of deferred financing and refinancing costs 13,381 16 — 13,397 Accretion of direct financing leases (8,124 ) — — (8,124 ) Stock-based compensation 6,682 — — 6,682 Gain on assets sold – net (6,411 ) — — (6,411 ) Amortization of acquired in-place leases - net (4,264 ) — — (4,264 ) Change in operating assets and liabilities – net of amounts assumed/acquired: Accounts receivable, net 315 — — 315 Straight-line rent receivables (23,347 ) (3,218 ) — (26,565 ) Lease inducements 347 — — 347 Effective yield receivable on mortgage notes (3,159 ) — — (3,159 ) Other operating assets and liabilities 9,648 553 5,771 15,972 Net cash provided by operating activities 308,154 14,650 — 322,804 Cash flows from investing activities Acquisition of real estate – net of liabilities assumed and escrows acquired (110,806 ) (177,484 ) — (288,290 ) Cash acquired in merger 84,858 — — 84,858 Investment in construction in progress (145,276 ) — — (145,276 ) Investments in subsidiaries (170,631 ) 170,631 — — Investment in direct financing leases (6,793 ) — — (6,793 ) Placement of mortgage loans (7,601 ) — — (7,601 ) Proceeds from sale of real estate investments 41,541 — — 41,541 Capital improvements to real estate investments (16,356 ) (1,798 ) — (18,154 ) Proceeds from other investments 37,428 — — 37,428 Investments in other investments (49,489 ) — — (49,489 ) Collection of mortgage principal 1,025 — — 1,025 Net cash used in investing activities (342,100 ) (8,651 ) — (350,751 ) Cash flows from financing activities Proceeds from credit facility borrowings 1,704,000 — — 1,704,000 Payments on credit facility borrowings (1,239,000 ) — — (1,239,000 ) Receipts of other long-term borrowings 1,588,124 — — 1,588,124 Payments of other long-term borrowings (1,587,158 ) (905 ) — (1,588,063 ) Payments of financing related costs (30,709 ) — — (30,709 ) Escrow deposit for other long-term borrowing (614,998 ) — — (614,998 ) Receipts from dividend reinvestment plan 65,665 — — 65,665 Payments for exercised options and restricted stock – net (26,168 ) — — (26,168 ) Net proceeds from issuance of common stock 439,738 — — 439,738 Dividends paid (253,105 ) — — (253,105 ) Distributions to OP Unit holders (6,598 ) — — (6,598 ) Net cash provided by (used in) financing activities 39,791 (905 ) — 38,886 Increase in cash and cash equivalents 5,845 5,094 — 10,939 Effect of foreign currency translation on cash and cash equivalents — (109 ) — (109 ) Cash and cash equivalents at beginning of period 4,489 — — 4,489 Cash and cash equivalents at end of period $ 10,334 $ 4,985 $ — $ 15,319 |
BASIS OF PRESENTATION AND SIG40
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ||
Contractual receivables | $ 8,297 | $ 8,452 |
Effective yield interest receivables | 9,237 | 9,028 |
Straight-line receivables | 199,008 | 175,709 |
Lease inducements | 9,040 | 10,982 |
Allowance | (357) | (309) |
Accounts receivable - net | $ 225,225 | $ 203,862 |
BASIS OF PRESENTATION AND SIG41
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Detail) | 9 Months Ended |
Sep. 30, 2016Segment | |
Accounting Policies [Abstract] | |
Number of reportable segment | 1 |
BASIS OF PRESENTATION AND SIG42
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Detail 1) $ / shares in Units, shares in Millions, $ in Millions | Feb. 01, 2016USD ($)Facility | Mar. 31, 2016USD ($)Facility | Sep. 30, 2016USD ($)FacilityHealthcare_facility | Dec. 31, 2015USD ($) | Jun. 30, 2015shares | Apr. 01, 2015$ / sharesshares |
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Limited partnership interests owned | shares | 138.8 | |||||
Number of facilities transitioned | Facility | 27 | |||||
Straight line rent receivables wrote off | $ | $ 3.4 | |||||
Number of leased real estate properties | Healthcare_facility | 1,014 | |||||
SNF's | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Number of leased real estate properties | Facility | 816 | |||||
Cash flow hedges | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Cash flow hedges recorded at fair value in accrued expenses and other liabilities | $ | $ 12.8 | $ 0.7 | ||||
Omega OP Units | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Percentage of limited partnership interests owned | 96.00% | 95.00% | ||||
Number of units settled in cash | shares | 0.2 | |||||
Aviv Operating Partnership | Omega OP Units | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Limited partnership interests owned | shares | 52.9 | |||||
Limited partnership units, redeemable, par value per share | $ / shares | $ 0.10 | |||||
Other Investors | Omega OP Units | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Percentage of limited partnership interests owned | 4.00% | 5.00% | ||||
Laurel | SNF's | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Number of leased real estate properties | Facility | 10 | |||||
Purchase price of buildings acquired paid in cash | $ | $ 169 | |||||
Laurel | Board of Directors | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Percentage of ownership interest | 34.00% |
PROPERTIES AND INVESTMENTS - Si
PROPERTIES AND INVESTMENTS - Significant acquisitions occurred in 2016 (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2016USD ($)FacilityHealthcare_facility | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Healthcare_facility | 1,014 | |
SNF's | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 816 | |
ALFs | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 101 | |
Q1 | UK | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 8.3 | |
Initial Annual Cash Yield (%) | 7.00% | |
Q1 | UK | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 1.4 | |
Q1 | UK | Building and site improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 6.7 | |
Q1 | UK | Furniture and fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | 0.2 | |
Q1 | UK | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 6.1 | |
Initial Annual Cash Yield (%) | 7.00% | |
Q1 | UK | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 0.6 | |
Q1 | UK | Building and site improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 5.3 | |
Q1 | UK | Furniture and fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | 0.2 | |
Q1 | OH, VA, MI | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 169 | [1] |
Initial Annual Cash Yield (%) | 8.50% | |
Q1 | OH, VA, MI | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 10.5 | |
Q1 | OH, VA, MI | Building and site improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 152.5 | |
Q1 | OH, VA, MI | Furniture and fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | 6 | |
Q1 | GA | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 20.2 | |
Initial Annual Cash Yield (%) | 7.50% | |
Q1 | GA | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 0.8 | |
Q1 | GA | Building and site improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 18.3 | |
Q1 | GA | Furniture and fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | 1.1 | |
Q1 | MD | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 25 | |
Initial Annual Cash Yield (%) | 8.50% | |
Q1 | MD | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 2.5 | |
Q1 | MD | Building and site improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 19.9 | |
Q1 | MD | Furniture and fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | 2.6 | |
Q1 | VA, NC | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 212.5 | |
Initial Annual Cash Yield (%) | 8.50% | |
Q1 | VA, NC | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 19.3 | |
Q1 | VA, NC | Building and site improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 181.1 | |
Q1 | VA, NC | Furniture and fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 12.1 | |
Q1 | SNF's | OH, VA, MI | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 10 | |
Q1 | SNF's | MD | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 3 | |
Q1 | SNF's | VA, NC | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 21 | |
Q1 | ALFs | UK | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 1 | |
Q1 | ALFs | UK | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 1 | |
Q1 | ALFs | GA | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 2 | |
Q2 | UK | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 111.9 | [2] |
Initial Annual Cash Yield (%) | 7.00% | |
Q2 | UK | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 24.8 | |
Q2 | UK | Building and site improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 83.9 | |
Q2 | UK | Furniture and fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | 3.2 | |
Q2 | TX | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 66 | [3] |
Initial Annual Cash Yield (%) | 6.80% | |
Q2 | TX | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 5.8 | |
Q2 | TX | Building and site improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 58.6 | |
Q2 | TX | Furniture and fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | 1.6 | |
Q2 | CO, MO | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 31.8 | |
Initial Annual Cash Yield (%) | 9.00% | |
Q2 | CO, MO | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 3.1 | |
Q2 | CO, MO | Building and site improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 26.2 | |
Q2 | CO, MO | Furniture and fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 2.5 | |
Q2 | SNF's | CO, MO | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 3 | |
Q2 | ALFs | UK | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 10 | |
Q2 | ALFs | TX | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 3 | |
Q3 | FL | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 4.3 | [4] |
Initial Annual Cash Yield (%) | 8.00% | |
Q3 | FL | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 2.3 | |
Q3 | FL | Building and site improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 1.8 | |
Q3 | FL | Furniture and fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | 0.2 | |
Q3 | GA | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 2.5 | [4] |
Initial Annual Cash Yield (%) | 8.00% | |
Q3 | GA | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 0.2 | |
Q3 | GA | Building and site improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 2.1 | |
Q3 | GA | Furniture and fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | 0.2 | |
Q3 | FL | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 16.5 | [4] |
Initial Annual Cash Yield (%) | 8.00% | |
Q3 | FL | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 1.8 | |
Q3 | FL | Building and site improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 14.3 | |
Q3 | FL | Furniture and fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | 0.4 | |
Q3 | SC | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 10.1 | [4] |
Initial Annual Cash Yield (%) | 9.00% | |
Q3 | SC | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 2.7 | |
Q3 | SC | Building and site improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 6.5 | |
Q3 | SC | Furniture and fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | 0.9 | |
Q3 | OH | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 9 | [4],[5] |
Initial Annual Cash Yield (%) | 9.00% | |
Q3 | OH | Building and site improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 8.6 | |
Q3 | OH | Furniture and fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | 0.4 | |
Q3 | FL, KY,TN | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 329.6 | [4],[6] |
Initial Annual Cash Yield (%) | 9.00% | |
Q3 | FL, KY,TN | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 24.6 | |
Q3 | FL, KY,TN | Building and site improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 290.8 | |
Q3 | FL, KY,TN | Furniture and fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 14.2 | |
Q3 | SNF's | SC | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 1 | |
Q3 | SNF's | OH | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 1 | |
Q3 | SNF's | FL, KY,TN | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 31 | |
Q3 | ALFs | FL | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 1 | |
Q3 | ALFs | GA | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 1 | |
Q3 | ALFs | FL | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 1 | |
Q1, Q2 and Q3 | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 1,022.8 | |
Q1, Q2 and Q3 | Land | ||
Real Estate Properties [Line Items] | ||
Total Investment | 100.4 | |
Q1, Q2 and Q3 | Building and site improvements | ||
Real Estate Properties [Line Items] | ||
Total Investment | 876.6 | |
Q1, Q2 and Q3 | Furniture and fixtures | ||
Real Estate Properties [Line Items] | ||
Total Investment | $ 45.8 | |
Q1, Q2 and Q3 | SNF's | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 70 | |
Q1, Q2 and Q3 | ALFs | ||
Real Estate Properties [Line Items] | ||
Number of Facilities | Facility | 20 | |
[1] | Acquired from a related party. Refer to Note - 1 Related Party Transactions. | |
[2] | Omega also recorded a deferred tax asset of approximately $1.9 million in connection with the acquisition. | |
[3] | The Company paid $63.0 million in cash at closing to acquire the facilities. We have agreed to pay an additional $1.5 million in April 2017 and the remaining $1.5 million in April 2018. The additional consideration to be paid is contractually determined and not contingent on other factors. The $3.0 million liability is recorded in unsecured borrowings - net on our Consolidated Balance Sheet. | |
[4] | The Company estimated the fair value of the assets acquired on the acquisition date based on certain valuation analyses that have yet to be finalized, and accordingly, the assets acquired, as detailed, are subject to adjustment once the analysis is completed. | |
[5] | The Company paid approximately $3.5 million in cash to acquire the facility. The remainder of the purchase price (approximately $5.5 million) was funded with the redemption of an other investment note. | |
[6] | The Company's investment includes a purchase option buyout obligation with a fair value of approximately $29.6 million. The future buyout obligation is recorded in accrued expenses and other liabilities on our Consolidated Balance Sheet. The Company also acquired a term loan with a fair value of approximately $37.0 million which is recorded in other investments on our Consolidated Balance Sheet. Refer to Note - 5 Other Investments. |
PROPERTIES AND INVESTMENTS - 44
PROPERTIES AND INVESTMENTS - Significant acquisitions occurred in 2016 (Parentheticals) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($)Parcel | |
Real Estate Properties [Line Items] | |
Number of land acquired | Parcel | 3 |
Payments to acquire land | $ 5.9 |
Q2 | UK | |
Real Estate Properties [Line Items] | |
Deferred tax asset in connection with acquisition | 1.9 |
Q2 | TX | |
Real Estate Properties [Line Items] | |
Payment to acquire the facilities | 63 |
Additional consideration to be paid in April 2017 | 1.5 |
Additional consideration to be paid in April 2018 | 1.5 |
Liability recorded as unsecured borrowings | 3 |
Q3 | OH | |
Real Estate Properties [Line Items] | |
Payment to acquire the facilities | 3.5 |
Remainder of purchase price | 5.5 |
Q3 | FL, KY,TN | |
Real Estate Properties [Line Items] | |
Fair value of purchase option buyout obligation | 29.6 |
Fair value of term loan | $ 37 |
PROPERTIES AND INVESTMENTS - Al
PROPERTIES AND INVESTMENTS - Allocation of assets acquired and liabilities assumed (Details 1) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Apr. 01, 2015 |
Fair value of net assets acquired: | |||||
Goodwill | $ 644,129 | $ 644,481 | $ 645,568 | $ 645,683 | |
Merger Agreement | Aviv REIT, Inc | |||||
Fair value of net assets acquired: | |||||
Land and buildings | $ 3,107,530 | ||||
Investment in direct financing leases | 26,823 | ||||
Mortgages notes receivable | 19,246 | ||||
Other investments | 23,619 | ||||
Total investments | 3,177,218 | ||||
Goodwill | 630,679 | ||||
Accounts receivables and other assets | 17,144 | ||||
Cash acquired | 84,858 | ||||
Accrued expenses and other liabilities | (223,002) | ||||
Debt | (1,410,637) | ||||
Fair value of net assets acquired | $ 2,276,260 |
PROPERTIES AND INVESTMENTS - Pr
PROPERTIES AND INVESTMENTS - Pro forma information (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings per share - diluted: | ||||
Net income - as reported | $ 0.40 | $ 0.43 | $ 1.26 | $ 0.97 |
Pro forma | ||||
Proforma Information [Line Items] | ||||
Pro Forma Revenues | $ 612,572 | |||
Pro Forma Net income | $ 200,826 | |||
Earnings per share - diluted: | ||||
Net income - as reported | $ 0.97 | |||
Net income - pro forma | $ 1.04 |
PROPERTIES AND INVESTMENTS - Le
PROPERTIES AND INVESTMENTS - Leased Property (Narrative) (Detail) | 9 Months Ended |
Sep. 30, 2016FacilityHealthcare_facility | |
Real Estate Properties [Line Items] | |
Number of real estate properties | Healthcare_facility | 1,014 |
Increase in the specific annual percentage over the prior year's rent | 2.50% |
Property available for operating lease | Minimum | |
Real Estate Properties [Line Items] | |
Lease term | 5 years |
Property available for operating lease | Maximum | |
Real Estate Properties [Line Items] | |
Lease term | 15 years |
SNF's | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 816 |
ALFs | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 101 |
Specialty facilities | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 16 |
Medical office building | |
Real Estate Properties [Line Items] | |
Number of real estate properties | Healthcare_facility | 1 |
PROPERTIES AND INVESTMENTS - Av
PROPERTIES AND INVESTMENTS - Aviv Merger (Narrative) (Detail 1) - Merger Agreement - Aviv REIT, Inc $ in Thousands, shares in Millions | Apr. 01, 2015USD ($)FacilityPropertyMortgageshares |
Real Estate Properties [Line Items] | |
Conversion ratio of shares | 0.90 |
Number of shares issued to issuable to stockholders | shares | 43.7 |
Number of properties acquired | 342 |
Number of facilities subject to direct financing leases | Facility | 2 |
Number of mortgage facilities | Mortgage | 2 |
Fair value of consideration | $ | $ 2,276,260 |
Medical office building | |
Real Estate Properties [Line Items] | |
Number of properties acquired | 1 |
PROPERTIES AND INVESTMENTS - As
PROPERTIES AND INVESTMENTS - Assets Sold or Held for Sale (Narrative) (Detail 2) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016USD ($)Facility | Jun. 30, 2016USD ($)Facility | Mar. 31, 2016USD ($)FacilityState | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)Facility | Sep. 30, 2015USD ($) | Dec. 31, 2015Facility | |
Real Estate Properties [Line Items] | |||||||
Number of states | State | 6 | ||||||
Number of facilities sold | 6 | 11 | 6 | ||||
Number of previously classified as held for sale | 7 | 1 | |||||
Total cash proceeds | $ | $ 21,000 | $ 41,400 | |||||
Amount of gain (loss) from sale of facilities | $ | 5,139 | 13,200 | $ (2,391) | $ 19,931 | $ 6,411 | ||
Impairment charge | $ | $ 17,300 | $ 6,900 | $ 34,600 | ||||
Number of facilities with impairment charges | 12 | 15 | 12 | ||||
Number of facilities with impairment charges classified as held for sale | 10 | 12 | 14 | 10 | |||
SNF's | |||||||
Real Estate Properties [Line Items] | |||||||
Number of facilities sold | 2 | ||||||
Number of previously classified as held for sale | 2 | ||||||
Total cash proceeds | $ | $ 2,400 | ||||||
Amount of gain (loss) from sale of facilities | $ | $ 1,600 |
DIRECT FINANCING LEASES (Detail
DIRECT FINANCING LEASES (Detail) $ in Thousands | Sep. 30, 2016USD ($)Lease | Dec. 31, 2015USD ($)Lease |
Leases, Capital [Abstract] | ||
Minimum lease payments receivable | $ 4,291,776 | $ 4,320,876 |
Less unearned income | (3,693,997) | (3,733,175) |
Investment in direct financing leases - net | $ 597,779 | $ 587,701 |
Properties subject to direct financing leases | Lease | 58 | 59 |
DIRECT FINANCING LEASES (Deta51
DIRECT FINANCING LEASES (Detail 1) $ in Thousands | Sep. 30, 2016USD ($) |
Leases, Capital [Abstract] | |
Year 1 | $ 50,509 |
Year 2 | 51,688 |
Year 3 | 52,961 |
Year 4 | 54,270 |
Year 5 | $ 55,491 |
DIRECT FINANCING LEASES (Narrat
DIRECT FINANCING LEASES (Narrative) (Detail) $ in Millions | Apr. 01, 2015Lease | Nov. 27, 2013USD ($)FacilityBedLeaseState | Sep. 30, 2016FacilityHealthcare_facilityState |
Capital Leased Assets [Line Items] | |||
Number of facilities owned | Healthcare_facility | 1,014 | ||
Number of states | State | 42 | ||
New Ark Investment Inc. | |||
Capital Leased Assets [Line Items] | |||
Purchase price of beds acquired paid in cash | $ | $ 529 | ||
Number of lease | Lease | 4 | ||
Master lease term | 50 years | ||
Interest on lease per annum | 10.60% | ||
Number of facilities owned | 56 | ||
Number of licensed beds | Bed | 5,623 | ||
Number of states | State | 12 | ||
Number of additional facility owned | 4 | ||
New Ark Investment Inc. | Southeast | |||
Capital Leased Assets [Line Items] | |||
Number of additional facility owned | 39 | ||
New Ark Investment Inc. | Northwest | |||
Capital Leased Assets [Line Items] | |||
Number of additional facility owned | 7 | ||
New Ark Investment Inc. | Texas | |||
Capital Leased Assets [Line Items] | |||
Number of additional facility owned | 9 | ||
New Ark Investment Inc. | Indiana | |||
Capital Leased Assets [Line Items] | |||
Number of additional facility owned | 1 | ||
Aviv | Direct financing leases | Merger Agreement | |||
Capital Leased Assets [Line Items] | |||
Additional direct financing lease | Lease | 2 | ||
SNF's | New Ark Investment Inc. | |||
Capital Leased Assets [Line Items] | |||
Number of facilities owned | Bed | 55 | ||
ALFs | New Ark Investment Inc. | |||
Capital Leased Assets [Line Items] | |||
Number of facilities owned | Bed | 1 |
MORTGAGE NOTES RECEIVABLE (Deta
MORTGAGE NOTES RECEIVABLE (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | ||
Mortgage Loans on Real Estate [Line Items] | |||
Mortgage notes receivable, gross | $ 624,339 | $ 679,795 | |
Allowance for loss on mortgage notes receivable | 0 | 0 | |
Total mortgages - net | 624,339 | 679,795 | |
Mortgage note due 2024; interest at 9.79% | |||
Mortgage Loans on Real Estate [Line Items] | |||
Mortgage notes receivable, gross | $ 112,500 | $ 112,500 | |
Mortgage loans on real estate, interest rate | 9.79% | 9.79% | |
Mortgage note due 2028; interest at 11.00% | |||
Mortgage Loans on Real Estate [Line Items] | |||
Mortgage notes receivable, gross | $ 35,964 | $ 69,928 | |
Mortgage loans on real estate, interest rate | 11.00% | 11.00% | |
Mortgage note due 2029; interest at 9.45% | |||
Mortgage Loans on Real Estate [Line Items] | |||
Mortgage notes receivable, gross | $ 412,465 | $ 413,399 | |
Mortgage loans on real estate, interest rate | 9.45% | 9.45% | |
Other mortgage notes outstanding | |||
Mortgage Loans on Real Estate [Line Items] | |||
Mortgage notes receivable, gross | [1] | $ 63,410 | $ 83,968 |
[1] | Other mortgage notes outstanding have stated interest rates ranging from 8.35% to 12.0% and maturity dates through 2053. |
MORTGAGE NOTES RECEIVABLE (Pare
MORTGAGE NOTES RECEIVABLE (Parentheticals) (Details) - Other mortgage notes outstanding | 9 Months Ended |
Sep. 30, 2016 | |
Mortgage Loans on Real Estate [Line Items] | |
Maturity year | 2,053 |
Minimum | |
Mortgage Loans on Real Estate [Line Items] | |
Mortgage loans on real estate, interest rate | 8.35% |
Maximum | |
Mortgage Loans on Real Estate [Line Items] | |
Mortgage loans on real estate, interest rate | 12.00% |
MORTGAGE NOTES RECEIVABLE (Narr
MORTGAGE NOTES RECEIVABLE (Narrative) (Detail) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Apr. 29, 2016USD ($) | Jan. 31, 2016USD ($)FacilityBed | Sep. 30, 2016USD ($)FacilityMortgageStateEntity | Sep. 30, 2015USD ($) | |
Mortgage Loans on Real Estate [Line Items] | ||||
Number of states | State | 42 | |||
Proceeds from the mortgage notes due | $ 58,149 | $ 1,025 | ||
Mortgage loans | ||||
Mortgage Loans on Real Estate [Line Items] | ||||
Number of fixed rate mortgages | Mortgage | 24 | |||
Number of long term care facilities | Facility | 47 | |||
Number of states | State | 10 | |||
Number of independent healthcare operating companies | Entity | 8 | |||
Net gain from repayment of a mortgage note | $ 5,400 | |||
Mortgage Notes due 2046 | ||||
Mortgage Loans on Real Estate [Line Items] | ||||
Number of facility acquired | Facility | 3 | |||
Fair value of facilities approximated | $ 25,000 | |||
Mortgage Notes due 2046 | Maryland | ||||
Mortgage Loans on Real Estate [Line Items] | ||||
Number of operating beds | Bed | 352 | |||
Mortgage Notes Due | ||||
Mortgage Loans on Real Estate [Line Items] | ||||
Proceeds from the mortgage notes due | $ 47,800 |
OTHER INVESTMENTS (Details)
OTHER INVESTMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 280,253 | $ 92,259 | |
Allowance for loss on other investments | (3,002) | (2,960) | |
Total other investments | 277,251 | $ 89,299 | |
Other investment note due 2017; interest at 8.50% | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 10,300 | ||
Interest rate | 8.50% | 8.50% | |
Other investment note due 2019; interest at 10.50% | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 49,396 | ||
Interest rate | 10.50% | 10.50% | |
Other investment note due 2020; interest at 10.00% | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 23,000 | $ 23,000 | |
Interest rate | 10.00% | 10.00% | |
Other investment note due 2020; interest at 14.00% | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 47,970 | ||
Interest rate | 14.00% | 14.00% | |
Other investment note due 2022, interest at 9.00% | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 31,987 | ||
Interest rate | 9.00% | 9.00% | |
Other investment note due 2028; interest at 8.50% | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 20,000 | ||
Interest rate | 8.50% | 8.50% | |
Other investment note due 2030; interest at 6.66% | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 39,805 | $ 26,966 | |
Interest rate | 6.66% | 6.66% | |
Other investment notes outstanding | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | [1] | $ 57,795 | $ 42,293 |
[1] | Other investment notes have maturity dates through 2028 and interest rates ranging from 6.50% to 13.0%. |
OTHER INVESTMENTS (Parenthetica
OTHER INVESTMENTS (Parentheticals) (Details) - Other investment notes outstanding | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Minimum | ||
Schedule of Investments [Line Items] | ||
Interest rate | 6.50% | 6.50% |
Maturity year | 2,016 | |
Maximum | ||
Schedule of Investments [Line Items] | ||
Interest rate | 13.00% | 13.00% |
Maturity year | 2,028 |
OTHER INVESTMENTS (Narrative) (
OTHER INVESTMENTS (Narrative) (Detail) $ in Thousands | 9 Months Ended | ||||||
Sep. 30, 2016USD ($) | Jul. 29, 2016USD ($) | Apr. 29, 2016USD ($)Note | Mar. 01, 2016USD ($) | Feb. 26, 2016USD ($) | Feb. 01, 2016USD ($) | Dec. 31, 2015USD ($) | |
Schedule of Investments [Line Items] | |||||||
Other investments, gross | $ 280,253 | $ 92,259 | |||||
Other investment note due 2017; interest at 8.50% | |||||||
Schedule of Investments [Line Items] | |||||||
Other Investment notes | $ 15,000 | ||||||
Interest rate | 8.50% | 8.50% | |||||
Other investments, gross | $ 2,600 | ||||||
Other investment note due 2017; interest at 8.50% | |||||||
Schedule of Investments [Line Items] | |||||||
Other Investment notes | $ 15,000 | ||||||
Interest rate | 8.50% | 8.50% | |||||
Other investments, gross | $ 10,300 | ||||||
Other investment note due 2019; interest at 10.50% | |||||||
Schedule of Investments [Line Items] | |||||||
Other Investment notes | $ 50,000 | ||||||
Interest rate | 10.50% | 10.50% | |||||
Other investments, gross | $ 49,396 | ||||||
Discount on notes receivable | $ 750 | ||||||
Other investment note due 2020; interest at 14.00% | |||||||
Schedule of Investments [Line Items] | |||||||
Other Investment notes | $ 48,000 | ||||||
Interest rate | 14.00% | 14.00% | |||||
Other investments, gross | $ 47,970 | ||||||
Description of variable rate basis | LIBOR | ||||||
LIBOR with floor rate | 1.00% | ||||||
LIBOR plus an applicable percentage | 13.00% | ||||||
Other investment note due 2020; interest at 14.00% | Through July 2019 | |||||||
Schedule of Investments [Line Items] | |||||||
Monthly principal payments | $ 250 | ||||||
Frequency of periodic payment | Monthly | ||||||
Other investment note due 2020; interest at 14.00% | August 2019 through maturity | |||||||
Schedule of Investments [Line Items] | |||||||
Monthly principal payments | $ 500 | ||||||
Frequency of periodic payment | Monthly | ||||||
Other Investment notes due 2022 | |||||||
Schedule of Investments [Line Items] | |||||||
Fair value of term loan | $ 37,000 | ||||||
Other investment note due 2019, interest at 13.00%, Tranche one | |||||||
Schedule of Investments [Line Items] | |||||||
Interest rate | 13.00% | ||||||
Other investments, gross | $ 5,000 | ||||||
Other investment note due 2022, interest at 9.00%, Tranche two | |||||||
Schedule of Investments [Line Items] | |||||||
Interest rate | 9.00% | 9.00% | |||||
Other investments, gross | $ 31,987 | ||||||
Other investment note due 2028; interest at 8.50% | |||||||
Schedule of Investments [Line Items] | |||||||
Other Investment notes | $ 20,000 | ||||||
Interest rate | 8.50% | 8.50% | |||||
Other investments, gross | $ 20,000 | ||||||
Interest rate annual increase percentage | 2.50% | ||||||
Other Investment notes due 2022 and 2023 Payoff | |||||||
Schedule of Investments [Line Items] | |||||||
Other investments, gross | $ 7,600 | ||||||
Other Investment Notes Due 2023 Payoff | |||||||
Schedule of Investments [Line Items] | |||||||
Number of working capital notes | Note | 10 |
ASSETS HELD FOR SALE (Details)
ASSETS HELD FOR SALE (Details) $ in Thousands | 3 Months Ended | |||
Sep. 30, 2016USD ($)Property | Jun. 30, 2016USD ($)Property | Mar. 31, 2016USD ($)Property | ||
Number Of Properties | ||||
Beginning Balance | Property | 22 | 25 | 3 | |
Properties sold/other | Property | [1] | (4) | (7) | (2) |
Properties added | Property | [2] | 13 | 4 | 24 |
Ending balance | Property | 31 | 22 | 25 | |
Net Book Value | ||||
Beginning Balance | $ | $ 52,451 | $ 73,589 | $ 6,599 | |
Properties sold/other | $ | [1] | (8,659) | (28,347) | (600) |
Properties added | $ | [2] | 47,418 | 7,209 | 67,590 |
Ending balance | $ | $ 91,210 | $ 52,451 | $ 73,589 | |
[1] | In the first quarter of 2016, we sold two SNFs for approximately $2.4 million in net proceeds recognizing a gain on sale of approximately $1.6 million. In the second quarter of 2016, we sold seven SNFs for approximately $39.2 million in net proceeds generating a gain on sale of approximately $12.5 million. We also recorded approximately $3.4 million of impairments on 12 facilities to reduce their net book values to their estimated fair value less costs to sell. In the third quarter of 2016, we sold one closed SNF for approximately $0.3 million in net proceeds. Two SNFs and one ALF classified as assets held for sale in the second quarter were no longer considered held for sale and were reclassified in the third quarter back to leased properties at their fair values (approximately $7.0 million). In addition, we recorded approximately $1.5 million of impairments on four facilities in the third quarter to further reduce their net book values to their estimated fair value less costs to sell. | |||
[2] | In the first quarter of 2016, we reclassified eight ALFs and 16 SNFs located in six states to assets held for sale. We recorded approximately $34.6 million of impairment charges on 14 of these facilities to reduce their net book values to their estimated fair value less costs to sell. In the second quarter of 2016, we reclassified three SNFs and one ALF to assets held for sale with total carrying value of $7.2 million. In the third quarter of 2016, we reclassified 12 SNFs and one ALF to assets held for sale. In the third quarter, we recorded approximately $14.8 million of impairment charges on six of these facilities to reduce their net book values to their estimated fair value less costs to sell. |
ASSETS HELD FOR SALE (Parenthet
ASSETS HELD FOR SALE (Parentheticals) (Details) $ in Millions | 3 Months Ended | ||
Sep. 30, 2016USD ($)Facility | Jun. 30, 2016USD ($)Facility | Mar. 31, 2016USD ($)FacilityState | |
Real Estate Properties [Line Items] | |||
Number of facilities held-for-sale/closed | 34 | ||
Fair value of leased properties | $ | $ 7 | ||
Number of states to assets held for sale | State | 6 | ||
Impairment charges | $ | $ 16.3 | $ 34.6 | |
Number of facilities with impairment charges | 10 | 12 | 14 |
Carrying value for property reclassified | $ | $ 7.2 | ||
SNF's | |||
Real Estate Properties [Line Items] | |||
Number of facilities held for sale sold | 7 | 2 | |
Number of leased real estate properties | 2 | ||
Net proceeds from sale of facilities held for sale | $ | $ 0.3 | $ 39.2 | $ 2.4 |
Gain from sale of facilities | $ | $ 12.5 | $ 1.6 | |
Number of property reclassified | 12 | 3 | 16 |
Impairment charges | $ | $ 3.4 | ||
ALFs | |||
Real Estate Properties [Line Items] | |||
Number of leased real estate properties | 1 | ||
Number of property reclassified | 1 | 1 | 8 |
INTANGIBLES - Summary of our in
INTANGIBLES - Summary of our intangibles (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Assets: | ||||
Goodwill | $ 644,129 | $ 644,481 | $ 645,568 | $ 645,683 |
Accumulated amortization | (15,461) | (14,162) | ||
Net intangible assets | 8,251 | 8,125 | ||
Liabilities: | ||||
Below market leases | 165,028 | 165,331 | ||
Accumulated amortization | (67,321) | (55,131) | ||
Net intangible liabilities | 97,707 | 110,200 | ||
Above market lease intangibles | ||||
Assets: | ||||
Gross intangible assets | 23,545 | 21,901 | ||
In-place lease intangibles | ||||
Assets: | ||||
Gross intangible assets | $ 167 | $ 386 |
INTANGIBLES - Reconciliation of
INTANGIBLES - Reconciliation of goodwill (Details 1) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |
Goodwill [Roll Forward] | |||
Balance | $ 644,481 | $ 645,568 | $ 645,683 |
Add: additional valuation adjustments related to preliminary valuations | 275 | ||
Less: foreign currency translation | (352) | (1,087) | (390) |
Balance | $ 644,129 | $ 644,481 | $ 645,568 |
INTANGIBLES (Narrative) (Detail
INTANGIBLES (Narrative) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 3 | $ 1.4 | $ 11 | $ 4.3 |
Remainder of 2016 | 3 | 3 | ||
2,017 | 11.7 | 11.7 | ||
2,018 | 10.5 | 10.5 | ||
2,019 | 9.4 | 9.4 | ||
2,020 | $ 9.2 | $ 9.2 |
INTANGIBLES (Narrative) (Deta64
INTANGIBLES (Narrative) (Detail 1) | 9 Months Ended |
Sep. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |
Below market leases, weighted average remaining amortization | 10 years |
Above market lease intangibles | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted average remaining amortization | 8 years |
CONCENTRATION OF RISK (Narrativ
CONCENTRATION OF RISK (Narrative) (Detail) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($)FacilityHealthcare_facilityStateOperator | Dec. 31, 2015USD ($) | |
Concentration Risk [Line Items] | ||
Number of facilities owned | Healthcare_facility | 1,014 | |
Number of states | State | 42 | |
Number of operators | Operator | 81 | |
Gross investment in facilities, net of impairments and before reserve for uncollectible loans | $ | $ 8,900,000 | |
Percentage share of real estate investments related to long-term care facilities | 99.00% | |
Number of facilities held-for-sale/closed | 34 | |
Miscellaneous investments, net | $ | $ 277,251 | $ 89,299 |
Concentration risk, benchmark description | No single operator or manager generated more than 10% of our total revenues for the nine months ended September 30, 2016. | |
Ohio | ||
Concentration Risk [Line Items] | ||
Concentration percent by state | 10.00% | |
Texas | ||
Concentration Risk [Line Items] | ||
Concentration percent by state | 9.00% | |
Florida | ||
Concentration Risk [Line Items] | ||
Concentration percent by state | 9.00% | |
SNF's | ||
Concentration Risk [Line Items] | ||
Number of facilities owned | 816 | |
Number of facilities under fixed rate mortgage loan | 44 | |
ALFs | ||
Concentration Risk [Line Items] | ||
Number of facilities owned | 101 | |
Number of facilities under fixed rate mortgage loan | 2 | |
Specialty facilities | ||
Concentration Risk [Line Items] | ||
Number of facilities owned | 16 | |
Medical office building | ||
Concentration Risk [Line Items] | ||
Number of facilities owned | Healthcare_facility | 1 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Stockholders' Equity Note [Abstract] | ||
Foreign currency translation adjustments | $ (39,939) | $ (8,027) |
Derivative instrument adjustments | (12,231) | (685) |
Total accumulated other comprehensive loss | $ (52,170) | $ (8,712) |
STOCKHOLDERS' EQUITY (Narrative
STOCKHOLDERS' EQUITY (Narrative) (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 13, 2016 | Jul. 14, 2016 | Apr. 14, 2016 | Jan. 14, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Dividend [Line Items] | ||||||||
Dividends declared per common share | $ 0.60 | $ 0.58 | $ 0.57 | $ 0.60 | $ 0.55 | $ 1.75 | $ 1.62 | |
Nature of common stock dividend payable | Quarterly | Quarterly | Quarterly | |||||
Increasing the quarterly common dividend | 0.02 | 0.01 | 0.01 | |||||
Dividends declared, date of declaration | Jul. 14, 2016 | Apr. 14, 2016 | Jan. 14, 2016 | |||||
Dividends declared, date of payment | Aug. 15, 2016 | May 16, 2016 | Feb. 16, 2016 | |||||
Dividends declared, date of record | Aug. 1, 2016 | May 2, 2016 | Feb. 2, 2016 | |||||
Issuance of common stock (in shares) | 4,000,000 | 6,900,000 | ||||||
Dividend reinvestment plan, shares issued, price per share | $ 34.38 | $ 33.49 | ||||||
Value of common stock issued in dividend Reinvestment Plan | $ 136,600 | $ 229,769 | $ 65,665 | |||||
Subsequent Event | ||||||||
Dividend [Line Items] | ||||||||
Dividends declared per common share | $ 0.61 | |||||||
Nature of common stock dividend payable | Quarterly | |||||||
Increasing the quarterly common dividend | 0.01 | |||||||
Dividends declared, date of declaration | Oct. 13, 2016 | |||||||
Dividends declared, date of payment | Nov. 15, 2016 | |||||||
Dividends declared, date of record | Oct. 31, 2016 |
TAXES (Narrative) (Detail)
TAXES (Narrative) (Detail) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | |
Income Tax Disclosure [Abstract] | ||
Percentage of minimum taxable income is distributed | 90.00% | 90.00% |
Permitted ownership of a taxable REIT subsidiary ("TRS"), maximum percentage | 100.00% | 100.00% |
Net operating loss carry-forward | $ 800,000 | $ 800,000 |
State and local income tax provision | 300,000 | 800,000 |
Provision (benefit) for foreign income taxes | $ (200,000) | $ (35,000) |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ||||
Stock-based compensation expense | $ 3,673 | $ 2,199 | $ 10,116 | $ 6,682 |
STOCK-BASED COMPENSATION (Det70
STOCK-BASED COMPENSATION (Details 1) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2016USD ($)$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares/Units | shares | 2,203,410 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 19.96 | |
Total Compensation Cost | $ 44 | [2] |
Unrecognized Compensation Cost | $ 21.4 | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares/Units | shares | 610,774 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 33.45 | |
Total Compensation Cost | $ 20.5 | [2] |
Unrecognized Compensation Cost | $ 7.4 | |
RSUs | 2013 RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,013 | |
Shares/Units | shares | 195,822 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 29.80 | |
Total Compensation Cost | $ 5.8 | [2] |
Weighted Average Period of Expense Recognition | 36 months | |
Unrecognized Compensation Cost | $ 0.5 | |
Performance Period | NA | |
Vesting Dates | 12/31/14 - 12/31/16 | |
RSUs | 2014 RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,014 | |
Shares/Units | shares | 106,778 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 29.80 | |
Total Compensation Cost | $ 3.2 | [2] |
Weighted Average Period of Expense Recognition | 36 months | |
Unrecognized Compensation Cost | $ 0.3 | |
Performance Period | NA | |
Vesting Dates | 12/31/2016 | |
RSUs | 3/31/15 RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | shares | 109,985 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 40.57 | |
Total Compensation Cost | $ 4.5 | [2] |
Weighted Average Period of Expense Recognition | 33 months | |
Unrecognized Compensation Cost | $ 2 | |
Performance Period | NA | |
Vesting Dates | 12/31/2017 | |
RSUs | 4/1/15 RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | shares | 40,464 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 40.74 | |
Total Compensation Cost | $ 1.6 | [2] |
Weighted Average Period of Expense Recognition | 33 months | |
Unrecognized Compensation Cost | $ 0.7 | |
Performance Period | NA | |
Vesting Dates | 12/31/2017 | |
RSUs | Assumed Aviv RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | shares | 18,920 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 24.92 | |
Total Compensation Cost | $ 0.5 | [2] |
Weighted Average Period of Expense Recognition | 21 months | |
Unrecognized Compensation Cost | $ 0.1 | |
Performance Period | NA | |
Vesting Dates | 12/31/2016 | |
RSUs | Assumed Aviv RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | shares | 7,799 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 35.08 | |
Total Compensation Cost | $ 0.3 | [2] |
Weighted Average Period of Expense Recognition | 33 months | |
Unrecognized Compensation Cost | $ 0.1 | |
Performance Period | NA | |
Vesting Dates | 12/31/15-12/31/17 | |
RSUs | 3/17/16 RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,016 | |
Shares/Units | shares | 131,006 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 34.78 | |
Total Compensation Cost | $ 4.6 | [2] |
Weighted Average Period of Expense Recognition | 33 months | |
Unrecognized Compensation Cost | $ 3.7 | |
Performance Period | NA | |
Vesting Dates | 12/31/2018 | |
TSR PRSUs and LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares/Units | shares | 828,608 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 12.36 | |
Total Compensation Cost | $ 10.3 | [2] |
Unrecognized Compensation Cost | $ 6.4 | |
TSR PRSUs and LTIP Units | 2016 Transition TSR | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,013 | |
Shares/Units | shares | 101,591 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 8.67 | |
Total Compensation Cost | $ 0.9 | [2] |
Weighted Average Period of Expense Recognition | 36 months | |
Unrecognized Compensation Cost | $ 0.1 | |
Performance Period | 12/31/2013-12/31/2016 | |
Vesting Dates | 12/31/2016 | |
TSR PRSUs and LTIP Units | 2016 TSR | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,014 | |
Shares/Units | shares | 135,634 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 8.67 | |
Total Compensation Cost | $ 1.2 | [2] |
Weighted Average Period of Expense Recognition | 48 months | |
Unrecognized Compensation Cost | $ 0.4 | |
Performance Period | 1/1/2014-12/31/2016 | |
Vesting Dates | Quarterly in 2017 | |
TSR PRSUs and LTIP Units | 3/31/15 2017 LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | shares | 137,249 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 14.66 | |
Total Compensation Cost | $ 2 | [2] |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 1.2 | |
Performance Period | 1/1/2015-12/31/2017 | |
Vesting Dates | Quarterly in 2018 | |
TSR PRSUs and LTIP Units | 4/1/2015 2017 LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | shares | 54,151 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 14.80 | |
Total Compensation Cost | $ 0.8 | [2] |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 0.5 | |
Performance Period | 1/1/2015-12/31/2017 | |
Vesting Dates | Quarterly in 2018 | |
TSR PRSUs and LTIP Units | 7/31/15 2016 Transition TSR | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | shares | 22,091 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 18.51 | |
Total Compensation Cost | $ 0.4 | [2] |
Weighted Average Period of Expense Recognition | 5 months | |
Performance Period | 12/31/2013-12/31/2016 | |
Vesting Dates | 12/31/2016 | |
TSR PRSUs and LTIP Units | 7/31/15 2017 LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | shares | 5,823 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 8.78 | |
Total Compensation Cost | $ 0.1 | [2] |
Weighted Average Period of Expense Recognition | 5 months | |
Performance Period | 1/1/2015-12/31/2017 | |
Vesting Dates | 12/31/2017 | |
TSR PRSUs and LTIP Units | 3/17/16 2018 LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,016 | |
Shares/Units | shares | 372,069 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 13.21 | |
Total Compensation Cost | $ 4.9 | [2] |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 4.2 | |
Performance Period | 1/1/2016-12/31/2018 | |
Vesting Dates | Quarterly in 2019 | |
Relative TSR PRSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares/Units | shares | 764,028 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 17.41 | |
Total Compensation Cost | $ 13.2 | [2] |
Unrecognized Compensation Cost | $ 7.6 | |
Relative TSR PRSUs | 2016 Transition Relative TSR | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,013 | |
Shares/Units | shares | 101,588 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 14.24 | |
Total Compensation Cost | $ 1.4 | [2] |
Weighted Average Period of Expense Recognition | 36 months | |
Unrecognized Compensation Cost | $ 0.1 | |
Performance Period | 12/31/2013-12/31/2016 | |
Vesting Dates | 12/31/2016 | |
Relative TSR PRSUs | 2016 Relative TSR | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,014 | |
Shares/Units | shares | 135,634 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 14.24 | |
Total Compensation Cost | $ 1.9 | [2] |
Weighted Average Period of Expense Recognition | 48 months | |
Unrecognized Compensation Cost | $ 0.6 | |
Performance Period | 1/1/2014-12/31/2016 | |
Vesting Dates | Quarterly in 2017 | |
Relative TSR PRSUs | 3/31/15 2017 Relative TSR | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | shares | 137,249 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 22.50 | |
Total Compensation Cost | $ 3.1 | [2] |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 1.9 | |
Performance Period | 1/1/2015-12/31/2017 | |
Vesting Dates | Quarterly in 2018 | |
Relative TSR PRSUs | 4/1/2015 2017 Relative TSR | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | shares | 54,151 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 22.91 | |
Total Compensation Cost | $ 1.2 | [2] |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 0.7 | |
Performance Period | 1/1/2015-12/31/2017 | |
Vesting Dates | Quarterly in 2018 | |
Relative TSR PRSUs | 7/31/15 2016 Relative TSR | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | shares | 22,100 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 19.60 | |
Total Compensation Cost | $ 0.4 | [2] |
Weighted Average Period of Expense Recognition | 5 months | |
Performance Period | 12/31/2013-12/31/2016 | |
Vesting Dates | 12/31/2016 | |
Relative TSR PRSUs | 7/31/15 2017 Relative TSR | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | shares | 5,826 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 17.74 | |
Total Compensation Cost | $ 0.1 | [2] |
Weighted Average Period of Expense Recognition | 5 months | |
Performance Period | 1/1/2015-12/31/2017 | |
Vesting Dates | 12/31/2017 | |
Relative TSR PRSUs | 3/17/16 2018 Relative TSR | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,016 | |
Shares/Units | shares | 307,480 | [1] |
Grant Date Average Fair Value Per Unit/ Share | $ / shares | $ 16.45 | |
Total Compensation Cost | $ 5.1 | [2] |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 4.3 | |
Performance Period | 1/1/2016-12/31/2018 | |
Vesting Dates | Quarterly in 2019 | |
[1] | Shares/units are net of shares cancelled. | |
[2] | Total compensation costs are net of shares cancelled. |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Detail) | Sep. 30, 2016shares | [1] |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted | 2,203,410 | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted | 610,774 | |
RSUs | 3/17/16 RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted | 131,006 | |
TSR PRSUs and LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted | 828,608 | |
TSR PRSUs and LTIP Units | 3/17/16 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted | 372,069 | |
Relative TSR PRSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted | 764,028 | |
Relative TSR PRSUs | 3/17/16 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted | 307,480 | |
[1] | Shares/units are net of shares cancelled. |
STOCK-BASED COMPENSATION (Nar72
STOCK-BASED COMPENSATION (Narrative) (Detail 1) $ in Millions | 9 Months Ended | |
Sep. 30, 2016USD ($)shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of restricted stock outstanding | shares | 2,203,410 | [1] |
Unrecognized compensation cost | $ | $ 21.4 | |
Restricted stock | Directors | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of restricted stock outstanding | shares | 54,999 | |
Vesting period, years | 3 years | |
Unrecognized compensation cost | $ | $ 1.7 | |
[1] | Shares/units are net of shares cancelled. |
BORROWING ACTIVITIES AND ARRA73
BORROWING ACTIVITIES AND ARRANGEMENTS (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | ||
Secured borrowings: | |||
Secured Borrowings | $ 55,271 | $ 236,204 | |
Unsecured borrowings: | |||
Revolving line of credit | 223,000 | 230,000 | |
Term loans | 1,100,000 | 750,000 | |
Secured Borrowings | |||
Secured borrowings: | |||
Long-term borrowing amount, secured borrowings | $ 55,271 | 236,204 | |
Secured Borrowings | Mortgage term loan | |||
Secured borrowings: | |||
Secured Borrowings | 180,000 | ||
Secured Borrowings | HUD mortgages assumed December 2011 | |||
Debt Instrument [Line Items] | |||
Maturity | [1] | 2,044 | |
Rate | [1] | 3.06% | |
Secured borrowings: | |||
Secured Borrowings | [1] | $ 55,271 | 56,204 |
Unsecured borrowings | |||
Unsecured borrowings: | |||
Revolving line of credit including term loan | 1,323,000 | 980,000 | |
Unsecured borrowing | 3,073,000 | 2,370,000 | |
Discount - net | (17,632) | (17,118) | |
Total unsecured borrowings | 4,378,368 | 3,332,882 | |
Total - net | $ 4,433,639 | 3,569,086 | |
Unsecured borrowings | Revolving line of credit | |||
Debt Instrument [Line Items] | |||
Maturity | 2,018 | ||
Rate | 1.82% | ||
Unsecured borrowings: | |||
Revolving line of credit | $ 223,000 | 230,000 | |
Unsecured borrowings | Tranche A-1 term loan | |||
Debt Instrument [Line Items] | |||
Maturity | 2,019 | ||
Rate | 2.02% | ||
Unsecured borrowings: | |||
Unsecured borrowing | $ 200,000 | 200,000 | |
Unsecured borrowings | Tranche A-2 term loan | |||
Debt Instrument [Line Items] | |||
Maturity | 2,017 | ||
Rate | 2.02% | ||
Unsecured borrowings: | |||
Unsecured borrowing | $ 200,000 | 200,000 | |
Unsecured borrowings | Tranche A-3 term loan | |||
Debt Instrument [Line Items] | |||
Maturity | 2,021 | ||
Rate | 2.02% | ||
Unsecured borrowings: | |||
Unsecured borrowing | $ 350,000 | ||
Unsecured borrowings | Omega OP Term loan | |||
Debt Instrument [Line Items] | |||
Maturity | 2,017 | ||
Rate | 2.02% | ||
Unsecured borrowings: | |||
Term loans | $ 100,000 | 100,000 | |
Unsecured borrowings | 2015 term loan | |||
Debt Instrument [Line Items] | |||
Maturity | 2,022 | ||
Rate | 2.33% | ||
Unsecured borrowings: | |||
Term loans | $ 250,000 | 250,000 | |
Unsecured borrowings | 2023 notes | |||
Debt Instrument [Line Items] | |||
Maturity | 2,023 | ||
Rate | 4.375% | ||
Unsecured borrowings: | |||
Senior notes outstanding | $ 700,000 | ||
Unsecured borrowings | 2024 notes | |||
Debt Instrument [Line Items] | |||
Maturity | 2,024 | ||
Rate | 5.875% | ||
Unsecured borrowings: | |||
Senior notes outstanding | $ 400,000 | 400,000 | |
Unsecured borrowings | 2024 notes | |||
Debt Instrument [Line Items] | |||
Maturity | 2,024 | ||
Rate | 4.95% | ||
Unsecured borrowings: | |||
Senior notes outstanding | $ 400,000 | 400,000 | |
Unsecured borrowings | 2025 notes | |||
Debt Instrument [Line Items] | |||
Maturity | 2,025 | ||
Rate | 4.50% | ||
Unsecured borrowings: | |||
Senior notes outstanding | $ 250,000 | 250,000 | |
Unsecured borrowings | 2026 Notes | |||
Debt Instrument [Line Items] | |||
Maturity | 2,026 | ||
Rate | 5.25% | ||
Unsecured borrowings: | |||
Senior notes outstanding | $ 600,000 | 600,000 | |
Unsecured borrowings | 2027 notes | |||
Debt Instrument [Line Items] | |||
Maturity | 2,027 | ||
Rate | 4.50% | ||
Unsecured borrowings: | |||
Senior notes outstanding | $ 700,000 | 700,000 | |
Unsecured borrowings | Other | |||
Debt Instrument [Line Items] | |||
Maturity | 2,018 | ||
Unsecured borrowings: | |||
Senior notes outstanding | $ 3,000 | ||
Unsecured borrowings | Subordinated debt | |||
Debt Instrument [Line Items] | |||
Maturity | 2,021 | ||
Rate | 9.00% | ||
Unsecured borrowings: | |||
Subordinated debt | $ 20,000 | $ 20,000 | |
[1] | Reflects the weighted average annual contractual interest rate on the mortgages at September 30, 2016 excluding a third-party administration fee of approximately 0.5% annually. Secured by real estate assets with a net carrying value of $66.7 million as of September 30, 2016. |
BORROWING ACTIVITIES AND ARRA74
BORROWING ACTIVITIES AND ARRANGEMENTS (Parentheticals) (Details) - Secured Borrowings - HUD mortgages assumed December 2011 $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Debt Instrument [Line Items] | |
Third party administration fee | 0.50% |
Real estate assets with a net carrying value | $ 66.7 |
BORROWING ACTIVITIES AND ARRA75
BORROWING ACTIVITIES AND ARRANGEMENTS (Narrative) (Details) $ in Millions | Jul. 12, 2016USD ($) | Jul. 25, 2016USD ($) | Jan. 29, 2016USD ($) | Sep. 30, 2016USD ($)Healthcare_facilitySubsidary | Jun. 30, 2016USD ($) |
Aviv | |||||
Debt Instrument [Line Items] | |||||
Number of subsidiary | Subsidary | 2 | ||||
Number of facilities owned | Healthcare_facility | 28 | ||||
Mortgage term loan | |||||
Debt Instrument [Line Items] | |||||
Purchased of loan | $ 180 | ||||
Net carrying value | $ 290.5 | ||||
Description of variable rate basis | LIBOR | ||||
Floor basis spread | 0.50% | ||||
Basis spread percentage of floor rate plus margin | 3.50% | ||||
Paid purchase of debt | $ 180 | ||||
Percentage of premium paid to purchase debt | 1.00% | ||||
Interest rate | 4.13% | ||||
2023 notes | |||||
Debt Instrument [Line Items] | |||||
Purchased of loan | $ 180 | ||||
Interest rate | 4.375% | 4.375% | |||
Senior notes, principal amount | $ 700 | ||||
Percentage of notes sold at an issue price | 99.739% | ||||
Net proceeds from offering | $ 692 | ||||
Unsecured borrowings | Revolving line of credit | |||||
Debt Instrument [Line Items] | |||||
Percentage of notes sold at an issue price | 1.82% | ||||
Unsecured borrowings | Revolving line of credit | Omega Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Credit facility, borrowing capacity | $ 1,250 | ||||
Unsecured borrowings | Tranche A-1 term loan | |||||
Debt Instrument [Line Items] | |||||
Percentage of notes sold at an issue price | 2.02% | ||||
Unsecured borrowings | Tranche A-1 term loan | Omega Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Credit facility, borrowing capacity | 200 | ||||
Unsecured borrowings | Tranche A-2 term loan | |||||
Debt Instrument [Line Items] | |||||
Percentage of notes sold at an issue price | 2.02% | ||||
Unsecured borrowings | Tranche A-2 term loan | Omega Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Credit facility, borrowing capacity | 200 | ||||
Unsecured borrowings | Tranche A-3 term loan | |||||
Debt Instrument [Line Items] | |||||
Percentage of notes sold at an issue price | 2.02% | ||||
Unsecured borrowings | Tranche A-3 term loan | Omega Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Credit facility, borrowing capacity | $ 350 | ||||
LIBOR plus an applicable percentage | 1.50% | ||||
Unsecured borrowings | Tranche A-3 term loan | Minimum | Omega Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
LIBOR plus an applicable percentage | 1.00% | ||||
Unsecured borrowings | Tranche A-3 term loan | Maximum | Omega Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
LIBOR plus an applicable percentage | 1.95% | ||||
Unsecured borrowings | 2023 notes | |||||
Debt Instrument [Line Items] | |||||
Senior notes, principal amount | $ 700 | ||||
Percentage of notes sold at an issue price | 4.375% |
FINANCIAL INSTRUMENTS (Detail)
FINANCIAL INSTRUMENTS (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Assets: | ||||
Cash and cash equivalents | $ 32,567 | $ 5,424 | $ 15,319 | $ 4,489 |
Restricted cash | 12,282 | 14,607 | ||
Investments in direct financing leases - net | 597,779 | 587,701 | ||
Mortgage notes receivable - net | 624,339 | 679,795 | ||
Other investments - net | 277,251 | 89,299 | ||
Liabilities: | ||||
Revolving line of credit | 223,000 | 230,000 | ||
2015 term loan | 1,100,000 | 750,000 | ||
HUD debt - net | 55,271 | 236,204 | ||
Carrying Amount | ||||
Assets: | ||||
Cash and cash equivalents | 32,567 | 5,424 | ||
Restricted cash | 12,282 | 14,607 | ||
Investments in direct financing leases - net | 597,779 | 587,701 | ||
Mortgage notes receivable - net | 624,339 | 679,795 | ||
Other investments - net | 277,251 | 89,299 | ||
Totals | 1,544,218 | 1,376,826 | ||
Liabilities: | ||||
Revolving line of credit | 223,000 | 230,000 | ||
Tranche A-1 term loan | 200,000 | 200,000 | ||
Tranche A-2 term loan | 200,000 | 200,000 | ||
Tranche A-3 term loan | 350,000 | |||
Omega OP Term loan | 100,000 | 100,000 | ||
2015 term loan | 250,000 | 250,000 | ||
Mortgage term loan due 2019 | 180,000 | |||
HUD debt - net | 55,271 | 56,204 | ||
Subordinated debt - net | 20,520 | 20,613 | ||
Other | 3,000 | |||
Totals | 4,433,639 | 3,569,086 | ||
Carrying Amount | 4.375% notes due 2023 | ||||
Liabilities: | ||||
Notes Payable | 698,237 | |||
Carrying Amount | 5.875% notes due 2024 | ||||
Liabilities: | ||||
Notes Payable | 400,000 | 400,000 | ||
Carrying Amount | 4.95% notes due 2024 | ||||
Liabilities: | ||||
Notes Payable | 395,758 | 395,333 | ||
Carrying Amount | 4.50% notes due 2025 | ||||
Liabilities: | ||||
Notes Payable | 248,257 | 248,099 | ||
Carrying Amount | 5.25% notes due 2026 | ||||
Liabilities: | ||||
Notes Payable | 598,466 | 598,343 | ||
Carrying Amount | 4.50% notes due 2027 | ||||
Liabilities: | ||||
Notes Payable | 691,130 | 690,494 | ||
Fair Value | ||||
Assets: | ||||
Cash and cash equivalents | 32,567 | 5,424 | ||
Restricted cash | 12,282 | 14,607 | ||
Investments in direct financing leases - net | 594,489 | 584,358 | ||
Mortgage notes receivable - net | 630,576 | 687,130 | ||
Other investments - net | 272,514 | 90,745 | ||
Totals | 1,542,428 | 1,382,264 | ||
Liabilities: | ||||
Revolving line of credit | 223,000 | 230,000 | ||
Tranche A-1 term loan | 200,000 | 200,000 | ||
Tranche A-2 term loan | 200,000 | 200,000 | ||
Tranche A-3 term loan | 350,000 | |||
Omega OP Term loan | 100,000 | 100,000 | ||
2015 Term loan | 250,000 | 250,000 | ||
Mortgage term loan due 2019 | 180,000 | |||
HUD debt - net | 57,331 | 52,678 | ||
Subordinated debt - net | 25,429 | 24,366 | ||
Other | 3,000 | |||
Totals | 4,621,759 | 3,593,007 | ||
Fair Value | 4.375% notes due 2023 | ||||
Liabilities: | ||||
Notes Payable | 725,932 | |||
Fair Value | 5.875% notes due 2024 | ||||
Liabilities: | ||||
Notes Payable | 466,755 | 429,956 | ||
Fair Value | 4.95% notes due 2024 | ||||
Liabilities: | ||||
Notes Payable | 421,791 | 403,064 | ||
Fair Value | 4.50% notes due 2025 | ||||
Liabilities: | ||||
Notes Payable | 254,384 | 242,532 | ||
Fair Value | 5.25% notes due 2026 | ||||
Liabilities: | ||||
Notes Payable | 645,477 | 612,760 | ||
Fair Value | 4.50% notes due 2027 | ||||
Liabilities: | ||||
Notes Payable | $ 698,660 | $ 667,651 |
FINANCIAL INSTRUMENTS (Parenthe
FINANCIAL INSTRUMENTS (Parentheticals) (Detail) | Sep. 30, 2016 |
4.375% notes due 2023 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notes issued, interest rate | 4.375% |
5.875% notes due 2024 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notes issued, interest rate | 5.875% |
4.95% notes due 2024 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notes issued, interest rate | 4.95% |
4.50% notes due 2025 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notes issued, interest rate | 4.50% |
5.25% notes due 2026 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notes issued, interest rate | 5.25% |
4.50% notes due 2027 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Notes issued, interest rate | 4.50% |
EARNINGS PER SHARE - Computatio
EARNINGS PER SHARE - Computation of basic and diluted earnings per share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: | ||||
Net income | $ 82,134 | $ 83,254 | $ 253,484 | $ 169,772 |
Less: net income attributable to noncontrolling interests | (3,585) | (3,852) | (11,328) | (5,890) |
Net income available to common stockholders | $ 78,549 | $ 79,402 | $ 242,156 | $ 163,882 |
Denominator: | ||||
Denominator for basic earnings per share | 194,123 | 184,739 | 190,444 | 167,261 |
Effect of dilutive securities: | ||||
Common stock equivalents | 1,093 | 1,483 | 1,174 | 1,580 |
Noncontrolling interest - OP units | 8,862 | 8,961 | 8,910 | 5,983 |
Denominator for diluted earnings per share | 204,078 | 195,183 | 200,528 | 174,824 |
Earnings per share - basic: | ||||
Net income available to common stockholders (in dollars per share) | $ 0.40 | $ 0.43 | $ 1.27 | $ 0.98 |
Earnings per share - diluted: | ||||
Net income (in dollars per share) | $ 0.40 | $ 0.43 | $ 1.26 | $ 0.97 |
CONSOLIDATING FINANCIAL STATE79
CONSOLIDATING FINANCIAL STATEMENTS (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Real estate properties | ||||||
Land and buildings | $ 7,593,886 | $ 6,743,958 | ||||
Less accumulated depreciation | (1,186,077) | (1,019,150) | ||||
Real estate properties - net | 6,407,809 | 5,724,808 | ||||
Investment in direct financing leases | 597,779 | 587,701 | ||||
Mortgage notes receivable | 624,339 | 679,795 | ||||
Real estate properties, total | 7,629,927 | 6,992,304 | ||||
Other investments | 277,251 | 89,299 | ||||
Total investments held, continuing operations | 7,907,178 | 7,081,603 | ||||
Assets held for sale - net | 91,210 | 6,599 | ||||
Total investments | 7,998,388 | 7,088,202 | ||||
Cash and cash equivalents | 32,567 | 5,424 | $ 15,319 | $ 4,489 | ||
Restricted cash | 12,282 | 14,607 | ||||
Accounts receivable - net | 225,225 | 203,862 | ||||
Goodwill | 644,129 | $ 644,481 | $ 645,568 | 645,683 | ||
Other assets | 69,772 | 61,231 | ||||
Total assets | 8,982,363 | 8,019,009 | ||||
LIABILITIES AND EQUITY | ||||||
Revolving line of credit | 223,000 | 230,000 | ||||
Term loan | 1,100,000 | 750,000 | ||||
Secured Borrowings | 55,271 | 236,204 | ||||
Unsecured borrowings - net | 3,055,368 | 2,352,882 | ||||
Accrued expenses and other liabilities | 361,596 | 333,706 | ||||
Deferred income taxes | 11,937 | 15,352 | ||||
Total liabilities | 4,807,172 | 3,918,144 | ||||
Equity: | ||||||
Common stock | 19,514 | 18,740 | ||||
Common stock - additional paid-in capital | 4,827,877 | 4,609,474 | ||||
Cumulative net earnings | 1,614,678 | 1,372,522 | ||||
Cumulative dividends paid | (2,587,841) | (2,254,038) | ||||
Accumulated other comprehensive (loss) income | (52,170) | (8,712) | ||||
Total stockholders' equity | 3,822,058 | 3,737,986 | ||||
Noncontrolling interest | 353,133 | 362,879 | ||||
Total equity | 4,175,191 | 4,100,865 | ||||
Total liabilities and equity | 8,982,363 | 8,019,009 | ||||
Issuer & Subsidiary Guarantors | ||||||
Real estate properties | ||||||
Land and buildings | 6,938,032 | 6,184,507 | ||||
Less accumulated depreciation | (1,142,146) | (991,314) | ||||
Real estate properties - net | 5,795,886 | 5,193,193 | ||||
Investment in direct financing leases | 597,779 | 587,701 | ||||
Mortgage notes receivable | 624,339 | 679,795 | ||||
Real estate properties, total | 7,018,004 | 6,460,689 | ||||
Other investments | 276,862 | 89,299 | ||||
Total investments held, continuing operations | 7,294,866 | 6,549,988 | ||||
Assets held for sale - net | 91,210 | 6,599 | ||||
Total investments | 7,386,076 | 6,556,587 | ||||
Cash and cash equivalents | 27,576 | 1,592 | 10,334 | $ 4,489 | ||
Restricted cash | 7,111 | 8,058 | ||||
Accounts receivable - net | 216,597 | 196,107 | ||||
Goodwill | 630,679 | 630,404 | ||||
Investments in and advances to affiliates | 580,945 | 300,409 | ||||
Other assets | 58,185 | 53,732 | ||||
Total assets | 8,907,169 | 7,746,889 | ||||
LIABILITIES AND EQUITY | ||||||
Revolving line of credit | 223,000 | 230,000 | ||||
Term loan | 1,100,000 | 750,000 | ||||
Unsecured borrowings - net | 3,055,368 | 2,352,882 | ||||
Accrued expenses and other liabilities | 353,610 | 326,815 | ||||
Intercompany payable | (13,673) | |||||
Total liabilities | 4,731,978 | 3,646,024 | ||||
Equity: | ||||||
Common stock | 19,514 | 18,740 | ||||
Common stock - additional paid-in capital | 4,827,877 | 4,609,474 | ||||
Cumulative net earnings | 1,614,678 | 1,372,522 | ||||
Cumulative dividends paid | (2,587,841) | (2,254,038) | ||||
Accumulated other comprehensive (loss) income | (52,170) | (8,712) | ||||
Total stockholders' equity | 3,822,058 | 3,737,986 | ||||
Noncontrolling interest | 353,133 | 362,879 | ||||
Total equity | 4,175,191 | 4,100,865 | ||||
Total liabilities and equity | 8,907,169 | 7,746,889 | ||||
Non-Guarantor Subsidiaries | ||||||
Real estate properties | ||||||
Land and buildings | 655,854 | 559,451 | ||||
Less accumulated depreciation | (43,931) | (27,836) | ||||
Real estate properties - net | 611,923 | 531,615 | ||||
Real estate properties, total | 611,923 | 531,615 | ||||
Other investments | 389 | |||||
Total investments held, continuing operations | 612,312 | 531,615 | ||||
Total investments | 612,312 | 531,615 | ||||
Cash and cash equivalents | 4,991 | 3,832 | $ 4,985 | |||
Restricted cash | 5,171 | 6,549 | ||||
Accounts receivable - net | 8,628 | 7,755 | ||||
Goodwill | 13,450 | 15,279 | ||||
Other assets | 11,587 | 7,499 | ||||
Total assets | 656,139 | 572,529 | ||||
LIABILITIES AND EQUITY | ||||||
Secured Borrowings | 440,099 | 361,460 | ||||
Accrued expenses and other liabilities | 7,986 | 6,891 | ||||
Deferred income taxes | 11,937 | 15,352 | ||||
Intercompany payable | 7,894 | 13,673 | ||||
Total liabilities | 467,916 | 397,376 | ||||
Equity: | ||||||
Equity investment from affiliates | 164,285 | 156,830 | ||||
Cumulative net earnings | 23,516 | 18,246 | ||||
Accumulated other comprehensive (loss) income | 422 | 77 | ||||
Total stockholders' equity | 188,223 | 175,153 | ||||
Total equity | 188,223 | 175,153 | ||||
Total liabilities and equity | 656,139 | 572,529 | ||||
Elimination | ||||||
Real estate properties | ||||||
Investments in and advances to affiliates | (580,945) | (300,409) | ||||
Total assets | (580,945) | (300,409) | ||||
LIABILITIES AND EQUITY | ||||||
Secured Borrowings | (384,828) | (125,256) | ||||
Intercompany payable | (7,894) | |||||
Total liabilities | (392,722) | (125,256) | ||||
Equity: | ||||||
Equity investment from affiliates | (164,285) | (156,830) | ||||
Cumulative net earnings | (23,516) | (18,246) | ||||
Accumulated other comprehensive (loss) income | (422) | (77) | ||||
Total stockholders' equity | (188,223) | (175,153) | ||||
Total equity | (188,223) | (175,153) | ||||
Total liabilities and equity | $ (580,945) | $ (300,409) |
CONSOLIDATING FINANCIAL STATE80
CONSOLIDATING FINANCIAL STATEMENTS (Detail 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue | ||||
Rental income | $ 185,837 | $ 166,623 | $ 548,994 | $ 430,699 |
Income from direct financing leases | 15,611 | 15,216 | 46,574 | 44,582 |
Mortgage interest income | 15,996 | 17,195 | 53,973 | 51,336 |
Other investment income - net | 7,194 | 2,940 | 16,800 | 6,488 |
Total operating revenues | 224,638 | 201,974 | 666,341 | 533,105 |
Expenses | ||||
Depreciation and amortization | 68,316 | 60,143 | 196,254 | 149,909 |
General and administrative | 12,428 | 10,160 | 34,715 | 26,482 |
Acquisition and merger related costs | 2,309 | 3,555 | 9,584 | 55,507 |
Impairment loss on real estate properties | 17,275 | 1,743 | 58,726 | 14,641 |
(Recovery) provision for uncollectible mortgages, notes and accounts receivable | (3) | 301 | 3,967 | 292 |
Total operating expenses | 100,325 | 75,902 | 303,246 | 246,831 |
Income before other income and expense | 124,313 | 126,072 | 363,095 | 286,274 |
Other income (expense): | ||||
Interest income | 157 | 5 | 169 | 205 |
Interest expense | (42,855) | (38,169) | (119,728) | (108,776) |
Interest - amortization of deferred financing costs | (2,502) | (1,857) | (6,844) | (5,036) |
Interest - refinancing costs | (1,815) | (2,113) | (8,361) | |
Realized loss on foreign exchange | (222) | (244) | ||
Total other expense | (47,237) | (40,021) | (128,760) | (121,968) |
Income before gain (loss) on assets sold | 77,076 | 86,051 | 234,335 | 164,306 |
Gain on assets sold - net | 5,139 | (2,391) | 19,931 | 6,411 |
Income from continuing operations before income taxes | 82,215 | 83,660 | 254,266 | 170,717 |
Income taxes | (81) | (406) | (782) | (945) |
Net income | 82,134 | 83,254 | 253,484 | 169,772 |
Net income attributable to noncontrolling interest | (3,585) | (3,852) | (11,328) | (5,890) |
Net income available to common stockholders | 78,549 | 79,402 | 242,156 | 163,882 |
Issuer & Subsidiary Guarantors | ||||
Revenue | ||||
Rental income | 170,639 | 153,029 | 504,780 | 402,341 |
Income from direct financing leases | 15,611 | 15,216 | 46,574 | 44,582 |
Mortgage interest income | 15,996 | 17,195 | 53,973 | 51,336 |
Other investment income - net | 8,552 | 2,940 | 18,120 | 6,488 |
Total operating revenues | 210,798 | 188,380 | 623,447 | 504,747 |
Expenses | ||||
Depreciation and amortization | 62,460 | 54,600 | 179,219 | 138,381 |
General and administrative | 12,303 | 10,064 | 34,326 | 26,201 |
Acquisition and merger related costs | 2,026 | 3,555 | 5,779 | 52,994 |
Impairment loss on real estate properties | 17,275 | 1,743 | 58,508 | 14,641 |
(Recovery) provision for uncollectible mortgages, notes and accounts receivable | (3) | 301 | 705 | 292 |
Total operating expenses | 94,061 | 70,263 | 278,537 | 232,509 |
Income before other income and expense | 116,737 | 118,117 | 344,910 | 272,238 |
Other income (expense): | ||||
Interest income | 154 | 1 | 160 | 196 |
Interest expense | (39,114) | (34,255) | (106,807) | (100,966) |
Interest - amortization of deferred financing costs | (2,476) | (1,852) | (6,806) | (5,020) |
Interest - refinancing costs | (1,815) | (2,113) | (8,361) | |
Realized loss on foreign exchange | (222) | (244) | ||
Equity in earnings | 3,986 | 3,771 | 5,270 | 5,771 |
Total other expense | (39,487) | (32,335) | (110,540) | (108,380) |
Income before gain (loss) on assets sold | 77,250 | 85,782 | 234,370 | 163,858 |
Gain on assets sold - net | 5,139 | (2,391) | 19,931 | 6,411 |
Income from continuing operations before income taxes | 82,389 | 83,391 | 254,301 | 170,269 |
Income taxes | (255) | (137) | (817) | (497) |
Net income | 82,134 | 83,254 | 253,484 | 169,772 |
Net income attributable to noncontrolling interest | (3,585) | (3,852) | (11,328) | (5,890) |
Net income available to common stockholders | 78,549 | 79,402 | 242,156 | 163,882 |
Non-Guarantor Subsidiaries | ||||
Revenue | ||||
Rental income | 15,198 | 13,594 | 44,214 | 28,358 |
Other investment income - net | 16 | 54 | ||
Total operating revenues | 15,214 | 13,594 | 44,268 | 28,358 |
Expenses | ||||
Depreciation and amortization | 5,856 | 5,543 | 17,035 | 11,528 |
General and administrative | 125 | 96 | 389 | 281 |
Acquisition and merger related costs | 283 | 3,805 | 2,513 | |
Impairment loss on real estate properties | 218 | |||
(Recovery) provision for uncollectible mortgages, notes and accounts receivable | 3,262 | |||
Total operating expenses | 6,264 | 5,639 | 24,709 | 14,322 |
Income before other income and expense | 8,950 | 7,955 | 19,559 | 14,036 |
Other income (expense): | ||||
Interest income | 3 | 4 | 9 | 9 |
Interest expense | (5,115) | (3,914) | (14,295) | (7,810) |
Interest - amortization of deferred financing costs | (26) | (5) | (38) | (16) |
Total other expense | (5,138) | (3,915) | (14,324) | (7,817) |
Income before gain (loss) on assets sold | 3,812 | 4,040 | 5,235 | 6,219 |
Income from continuing operations before income taxes | 3,812 | 4,040 | 5,235 | 6,219 |
Income taxes | 174 | (269) | 35 | (448) |
Net income | 3,986 | 3,771 | 5,270 | 5,771 |
Net income available to common stockholders | 3,986 | 3,771 | 5,270 | 5,771 |
Elimination | ||||
Revenue | ||||
Other investment income - net | (1,374) | (1,374) | ||
Total operating revenues | (1,374) | (1,374) | ||
Expenses | ||||
Income before other income and expense | (1,374) | (1,374) | ||
Other income (expense): | ||||
Interest expense | 1,374 | 1,374 | ||
Equity in earnings | (3,986) | (3,771) | (5,270) | (5,771) |
Total other expense | (2,612) | (3,771) | (3,896) | (5,771) |
Income before gain (loss) on assets sold | (3,986) | (3,771) | (5,270) | (5,771) |
Income from continuing operations before income taxes | (3,986) | (3,771) | (5,270) | (5,771) |
Net income | (3,986) | (3,771) | (5,270) | (5,771) |
Net income available to common stockholders | $ (3,986) | $ (3,771) | $ (5,270) | $ (5,771) |
CONSOLIDATING FINANCIAL STATE81
CONSOLIDATING FINANCIAL STATEMENTS (Detail 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities | ||||
Net income | $ 82,134 | $ 83,254 | $ 253,484 | $ 169,772 |
Adjustment to reconcile net income to cash provided by operating activities: | ||||
Depreciation and amortization | 68,316 | 60,143 | 196,254 | 149,909 |
Provision for impairment on real estate properties | 17,275 | 1,743 | 58,726 | 14,641 |
Provision for uncollectible mortgages, notes and accounts receivable | 3,967 | 292 | ||
Amortization of deferred financing and refinancing costs | 8,957 | 13,397 | ||
Accretion of direct financing leases | (8,999) | (8,124) | ||
Stock-based compensation | 10,116 | 6,682 | ||
Gain on assets sold - net | (5,139) | 2,391 | (19,931) | (6,411) |
Amortization of acquired in-place leases - net | (10,957) | (4,264) | ||
Change in operating assets and liabilities - net of amounts assumed/acquired: | ||||
Accounts receivable - net | 203 | 315 | ||
Straight-line rent receivables | (29,959) | (26,565) | ||
Lease inducements | 1,942 | 347 | ||
Effective yield receivable on mortgage notes | (209) | (3,159) | ||
Other operating assets and liabilities | (6,357) | 15,972 | ||
Net cash provided by operating activities | 457,237 | 322,804 | ||
Cash flows from investing activities | ||||
Acquisition of real estate - net of liabilities assumed and escrows acquired | (959,748) | (288,290) | ||
Cash acquired in merger | 84,858 | |||
Investment in construction in progress | (44,113) | (145,276) | ||
Investment in direct financing leases | (1,079) | (6,793) | ||
Placement of mortgage loans | (27,895) | (7,601) | ||
Proceeds from sale of real estate investments | 64,746 | 41,541 | ||
Capital improvements to real estate investments | (31,408) | (18,154) | ||
Proceeds from other investments | 49,482 | 37,428 | ||
Investments in other investments | (242,999) | (49,489) | ||
Collection of mortgage principal | 58,149 | 1,025 | ||
Net cash used in investing activities | (1,134,865) | (350,751) | ||
Cash flows from financing activities | ||||
Proceeds from credit facility borrowings | 1,134,000 | 1,704,000 | ||
Payments on credit facility borrowings | (1,141,000) | (1,239,000) | ||
Receipts of other long-term borrowings | 1,048,173 | 1,588,124 | ||
Payments of other long-term borrowings | (180,934) | (1,588,063) | ||
Payments of financing related costs | (11,770) | (30,709) | ||
Escrow deposit for other long-term borrowing | (614,998) | |||
Receipts from dividend reinvestment plan | 136,600 | 229,769 | 65,665 | |
Payments for exercised options and restricted stock - net | (23,403) | (26,168) | ||
Net proceeds from issuance of common stock | 439,738 | |||
Dividends paid | (333,663) | (253,105) | ||
Redemption of OP Units | (732) | |||
Distributions to OP Unit holders | (15,738) | (6,598) | ||
Net cash provided by (used in) financing activities | 704,702 | 38,886 | ||
Increase in cash and cash equivalents | 27,074 | 10,939 | ||
Effect of foreign currency translation on cash and cash equivalents | 69 | (109) | ||
Cash and cash equivalents at beginning of period | 5,424 | 4,489 | ||
Cash and cash equivalents at end of period | 32,567 | 15,319 | 32,567 | 15,319 |
Issuer & Subsidiary Guarantors | ||||
Cash flows from operating activities | ||||
Net income | 82,134 | 83,254 | 253,484 | 169,772 |
Adjustment to reconcile net income to cash provided by operating activities: | ||||
Depreciation and amortization | 62,460 | 54,600 | 179,219 | 138,381 |
Provision for impairment on real estate properties | 17,275 | 1,743 | 58,508 | 14,641 |
Provision for uncollectible mortgages, notes and accounts receivable | 705 | 292 | ||
Amortization of deferred financing and refinancing costs | 8,919 | 13,381 | ||
Accretion of direct financing leases | (8,999) | (8,124) | ||
Stock-based compensation | 10,116 | 6,682 | ||
Gain on assets sold - net | (5,139) | 2,391 | (19,931) | (6,411) |
Amortization of acquired in-place leases - net | (10,957) | (4,264) | ||
Equity in earnings | (3,986) | (3,771) | (5,270) | (5,771) |
Change in operating assets and liabilities - net of amounts assumed/acquired: | ||||
Accounts receivable - net | 205 | 315 | ||
Straight-line rent receivables | (25,574) | (23,347) | ||
Lease inducements | 1,942 | 347 | ||
Effective yield receivable on mortgage notes | (209) | (3,159) | ||
Other operating assets and liabilities | 5,214 | 9,648 | ||
Net cash provided by operating activities | 447,372 | 308,154 | ||
Cash flows from investing activities | ||||
Acquisition of real estate - net of liabilities assumed and escrows acquired | (833,390) | (110,806) | ||
Cash acquired in merger | 84,858 | |||
Investment in construction in progress | (44,113) | (145,276) | ||
Investments in subsidiaries | (120,741) | (170,631) | ||
Investment in direct financing leases | (1,079) | (6,793) | ||
Placement of mortgage loans | (27,895) | (7,601) | ||
Proceeds from sale of real estate investments | 64,746 | 41,541 | ||
Capital improvements to real estate investments | (29,761) | (16,356) | ||
Proceeds from other investments | 47,901 | 37,428 | ||
Investments in other investments | (240,865) | (49,489) | ||
Collection of mortgage principal | 58,149 | 1,025 | ||
Net cash used in investing activities | (1,127,048) | (342,100) | ||
Cash flows from financing activities | ||||
Proceeds from credit facility borrowings | 1,134,000 | 1,704,000 | ||
Payments on credit facility borrowings | (1,141,000) | (1,239,000) | ||
Receipts of other long-term borrowings | 1,048,173 | 1,588,124 | ||
Payments of other long-term borrowings | (180,000) | (1,587,158) | ||
Payments of financing related costs | (11,746) | (30,709) | ||
Escrow deposit for other long-term borrowing | (614,998) | |||
Receipts from dividend reinvestment plan | 229,769 | 65,665 | ||
Payments for exercised options and restricted stock - net | (23,403) | (26,168) | ||
Net proceeds from issuance of common stock | 439,738 | |||
Dividends paid | (333,663) | (253,105) | ||
Redemption of OP Units | (732) | |||
Distributions to OP Unit holders | (15,738) | (6,598) | ||
Net cash provided by (used in) financing activities | 705,660 | 39,791 | ||
Increase in cash and cash equivalents | 25,984 | 5,845 | ||
Cash and cash equivalents at beginning of period | 1,592 | 4,489 | ||
Cash and cash equivalents at end of period | 27,576 | 10,334 | 27,576 | 10,334 |
Non-Guarantor Subsidiaries | ||||
Cash flows from operating activities | ||||
Net income | 3,986 | 3,771 | 5,270 | 5,771 |
Adjustment to reconcile net income to cash provided by operating activities: | ||||
Depreciation and amortization | 5,856 | 5,543 | 17,035 | 11,528 |
Provision for impairment on real estate properties | 218 | |||
Provision for uncollectible mortgages, notes and accounts receivable | 3,262 | |||
Amortization of deferred financing and refinancing costs | 38 | 16 | ||
Change in operating assets and liabilities - net of amounts assumed/acquired: | ||||
Accounts receivable - net | (2) | |||
Straight-line rent receivables | (4,385) | (3,218) | ||
Other operating assets and liabilities | (11,571) | 553 | ||
Net cash provided by operating activities | 9,865 | 14,650 | ||
Cash flows from investing activities | ||||
Acquisition of real estate - net of liabilities assumed and escrows acquired | (126,358) | (177,484) | ||
Investments in subsidiaries | 170,631 | |||
Capital improvements to real estate investments | (1,647) | (1,798) | ||
Proceeds from other investments | 1,581 | |||
Investments in other investments | (2,134) | |||
Net cash used in investing activities | (128,558) | (8,651) | ||
Cash flows from financing activities | ||||
Payments of other long-term borrowings | (934) | (905) | ||
Payments of financing related costs | (24) | |||
Contributions from affiliate | 120,741 | |||
Net cash provided by (used in) financing activities | 119,783 | (905) | ||
Increase in cash and cash equivalents | 1,090 | 5,094 | ||
Effect of foreign currency translation on cash and cash equivalents | 69 | (109) | ||
Cash and cash equivalents at beginning of period | 3,832 | |||
Cash and cash equivalents at end of period | 4,991 | 4,985 | 4,991 | 4,985 |
Elimination | ||||
Cash flows from operating activities | ||||
Net income | (3,986) | (3,771) | (5,270) | (5,771) |
Adjustment to reconcile net income to cash provided by operating activities: | ||||
Equity in earnings | $ 3,986 | $ 3,771 | 5,270 | $ 5,771 |
Cash flows from investing activities | ||||
Investments in subsidiaries | 120,741 | |||
Net cash used in investing activities | 120,741 | |||
Cash flows from financing activities | ||||
Contributions from affiliate | (120,741) | |||
Net cash provided by (used in) financing activities | $ (120,741) |
CONSOLIDATING FINANCIAL STATE82
CONSOLIDATING FINANCIAL STATEMENTS (Narrative) (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
4.375% notes due 2023 | ||
Condensed Financial Statements, Captions [Line Items] | ||
Interest rate | 4.375% | |
5.875% notes due 2024 | ||
Condensed Financial Statements, Captions [Line Items] | ||
Interest rate | 5.875% | |
4.95% notes due 2024 | ||
Condensed Financial Statements, Captions [Line Items] | ||
Interest rate | 4.95% | |
4.50% notes due 2025 | ||
Condensed Financial Statements, Captions [Line Items] | ||
Interest rate | 4.50% | |
5.25% notes due 2026 | ||
Condensed Financial Statements, Captions [Line Items] | ||
Interest rate | 5.25% | |
4.50% notes due 2027 | ||
Condensed Financial Statements, Captions [Line Items] | ||
Interest rate | 4.50% | |
Unsecured borrowings | 4.375% notes due 2023 | ||
Condensed Financial Statements, Captions [Line Items] | ||
Senior notes, principal amount | $ 700,000 | |
Unsecured borrowings | 5.875% notes due 2024 | ||
Condensed Financial Statements, Captions [Line Items] | ||
Senior notes, principal amount | 400,000 | $ 400,000 |
Unsecured borrowings | 4.95% notes due 2024 | ||
Condensed Financial Statements, Captions [Line Items] | ||
Senior notes, principal amount | 400,000 | 400,000 |
Unsecured borrowings | 4.50% notes due 2025 | ||
Condensed Financial Statements, Captions [Line Items] | ||
Senior notes, principal amount | 250,000 | 250,000 |
Unsecured borrowings | 5.25% notes due 2026 | ||
Condensed Financial Statements, Captions [Line Items] | ||
Senior notes, principal amount | 600,000 | 600,000 |
Unsecured borrowings | 4.50% notes due 2027 | ||
Condensed Financial Statements, Captions [Line Items] | ||
Senior notes, principal amount | $ 700,000 | $ 700,000 |