1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 ------------------------- or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - ------- EXCHANGE ACT OF 1934 For the transition period from to --------------- ---------------- Commission file number 1-11316 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of Registrant as specified in its charter) Maryland 38-3041398 (State of Incorporation) (I.R.S. Employer Identification No.) 905 W. Eisenhower Circle, Suite 110, Ann Arbor, MI 48103 (Address of principal executive offices) (313) 747-9790 (Telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ------ Indicate the number of shares outstanding of each of the issuer's classes of common stock as of March 31, 1997 Common Stock, $.l0 par value 18,975,384 ---------------------------- --------------------------------- (Class) (Number of shares) 2 OMEGA HEALTHCARE INVESTORS, INC. FORM 10-Q MARCH 31, 1997 INDEX PART I Financial Information Page No. - ------ --------------------- -------- Item 1. Condensed Consolidated Financial Statements: Balance Sheets - March 31, 1997 (unaudited) and December 31, 1996 3 Statements of Operations (unaudited) - Three-month periods ended: March 31, 1997 March 31, 1996 4 Statements of Cash Flows (unaudited) - Three-month periods ended: March 31, 1997 March 31, 1996 5 Notes to Condensed Financial Statements (unaudited) 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II Other Information - ------- ----------------- Item 4. Submission of Matters to a Vote of Security Holders 10 Item 6. Exhibits and Reports on Form 8-K 11 3 PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS OMEGA HEALTHCARE INVESTORS, INC CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) March 31, December 31, 1997 1996 ------------ ------------- (Unaudited) (See Note) ASSETS Investments in real estate: Real estate properties - net $418,338 $343,293 Mortgage notes receivable 216,586 217,474 ------------ ------------- 634,924 560,767 Investments in Principal Healthcare Finance Ltd. 35,395 29,970 Other investments 31,450 19,640 ------------ ------------- 701,769 610,377 Cash and short-term investments 5,618 6,244 Goodwill and non-compete agreements - net 7,199 7,605 Other assets 10,954 10,610 ------------ ------------- TOTAL ASSETS $725,540 $634,836 ============ ============= LIABILITIES AND SHAREHOLDERS' EQUITY Acquisition line of credit $98,425 $6,000 Bank term loan 25,000 25,000 Unsecured borrowings 86,381 86,384 Secured borrowings 27,765 24,275 Subordinated convertible debentures 73,225 94,810 Accrued expenses and other liabilities 11,453 15,360 ------------ ------------- TOTAL LIABILITIES 322,249 251,829 Common stock and additional paid-in capital 428,603 406,127 Cumulative net earnings 101,363 91,375 Cumulative dividends paid (126,130) (114,393) Unamortized restricted stock awards (545) (102) ------------ ------------- TOTAL SHAREHOLDERS' EQUITY 403,291 383,007 ------------ ------------- $725,540 $634,836 ============ ============= Note - The balance sheet at December 31, 1996, has been derived from audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to condensed consolidated financial statements. 4 OMEGA HEALTHCARE INVESTORS, INC CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited (In Thousands, Except Per Share Amounts) Three months ended March 31, 1997 1996 ------- ------- REVENUES Rental income $11,420 $10,467 Mortgage interest income 6,999 5,375 Other investment income 1,333 1,127 Miscellaneous 260 205 ------- ------- 20,012 17,174 EXPENSES Depreciation and amortization 3,569 3,375 Interest 5,320 4,632 General and administrative 1,134 976 ------- ------- 10,023 8,983 ------- ------- NET EARNINGS $9,989 $8,191 ======= ======= Net earnings per share $0.53 $0.49 ======= ======= Dividends paid per share $0.645 $0.62 ======= ======= Weighted average number of shares outstanding 18,708 16,855 ======= ======= See notes to condensed consolidated financial statements. 5 OMEGA HEALTHCARE INVESTORS, INC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited (In Thousands) Three Months Ended March 31, 1997 1996 -------- ------- OPERATING ACTIVITIES Net earnings $9,989 $8,191 Adjustment to reconcile net earnings to cash provided by operating activities: Depreciation and amortization 3,569 3,375 Other non-cash charges 267 159 -------- ------- 13,825 11,725 Net change in operating assets and liabilities (4,909) 1,534 -------- ------- Net cash provided by operating activities 8,916 13,259 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from subordinated convertible debentures, less issue costs 92,813 Proceeds (payments) on acquisition line of credit 92,425 (70,190) Proceeds (payments) of long-term borrowings 3,487 (9,686) Proceeds from Dividend Reinvestment Plan 867 12,018 Dividends paid (11,737) (10,420) Other (35) -------- ------- Net cash provided by financing activities 85,007 14,535 CASH FLOW FROM INVESTING ACTIVITIES Acquisition of real estate (78,202) (375) Placement of mortgage loans (573) (23,095) Fundings of other investments (10,811) (7,874) Advances to Principal Healthcare Finance Limited (5,425) Collection of mortgage principal 462 107 -------- ------- Net cash used in investing activities (94,549) (31,237) -------- ------- Increase (decrease) in cash and short-term investments ($626) ($3,443) ======== ======= Note - During the three-month period ended March 31, 1997, subordinated convertible debentures totaling $21,585,000 were converted at a price of $28.625 per share. See notes to condensed consolidated financial statements. 6 OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 1997 Note A - Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for 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 footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 1997, are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1996. Note B - First Quarter Real Estate Investments During the quarter the Company consummated purchase and leaseback agreements under which four skilled nursing facilities containing 454 beds, located in Florida, Washington Massachusetts and Idaho where acquired and leased to Sun Healthcare Group, Inc. (Sun). The total purchase price was $25.5 million. The initial term of the lease is fourteen years, with two options to extend for an additional ten years each. The lease provides initial monthly rents of approximately $223,000, and certain annual increases tied to the Consumer Price Index. On March 31, 1997, the Company entered into a purchase/leaseback agreement by which it acquired 11 nursing homes with 1,439 beds located in Alabama, Florida, Illinois, Louisiana and Texas. The total purchase consideration was $61 million. The initial lease of these assets with Atrium Healthcare, the operator at the date of the purchase, provides for monthly rents of $670,000. Note C - Asset Concentrations As of March 31, 1997, 95.5% of the Company's real estate investments related to long-term care facilities. The Company's facilities are located in 26 states and are operated by 35 independent healthcare operating companies. Approximately 51% of the Company's real estate investments are operated by 8 public companies: Advocat, Inc. (16.6%), GranCare, Inc. (8.8%), Unison Healthcare Corp (6.6%), Sun Healthcare Group, Inc. (6.4%), Regency Health Services, Inc. (5.5%), Res-Care, Inc. (4.2%), Integrated Health Services, Inc. (1.6%) and Horizon/CMS Healthcare Corp. (1.6%). Of the remaining 26 independent operators, none operate investments in facilities representing more than 8% of the total real estate 7 investments. Note D - Conversion of Subordinated Debentures During the three-month period ended March 31, 1997 approximately $21.6 million of subordinated convertible debentures were converted at a conversion price of $28.625 per share. At March 31, 1997, 2,558,000 shares are reserved for issuance upon conversion of the remaining debentures. Note E - Net Earnings Per Share Net earnings per share is computed based on the weighted average number of common shares outstanding during the respective periods. The inclusion of options using the treasury stock method and the assumed conversion of debentures is not materially dilutive. The Financial Accounting Standards Board recently issued statement No. 128, "Earnings per Share". This new standard is not expected to have a material effect on reported per share amounts, primarily because stock options are not materially dilutive and the assumed conversion of debentures presently is anti-dilutive. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS "SAFE HARBOR" STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Statements that are not historical facts contained in Management's Discussion and Analysis are forward-looking statements that involve risks and uncertainties that could cause actual results to differ from projected results. Some of the factors that could cause actual results to differ materially include: the financial strength of the operators of the Company's facilities as it affects their continuing ability to meet their obligations to the Company under the terms of the Company's agreements with such operators; changes in operators or ownership of operators; government policy relating to the healthcare industry, including changes in the reimbursement levels under the Medicare and Medicaid programs; operators' continued eligibility to participate in the Medicare and Medicaid programs; changes in reimbursement by other third party payors; occupancy levels at the Company's facilities; the availability and cost of capital; the strength and financial resources of the Company's competitors; the Company's ability to make additional real estate investments at attractive yields and changes in tax laws and regulations affecting real estate investment trusts. Following is a discussion of the consolidated financial condition and results of operations of the Company which should be read in conjunction with the consolidated financial statements and accompanying notes. Revenues for the quarter ended March 31, 1997 totaled $20.0 million, an increase of $2.8 million over the period ending March 31, 1996. The 1997 revenue growth stems primarily from additional investments of approximately $158 during the twelve-month period ended March 31, 1997. Real estate investments of $671 million as of March 31, 1997 have an average yield of 12.1%. 8 Expenses for the quarter ended March 31, 1997 totaled $10,023,000 an increase of $1,040,000 over expenses of $8,983,000 for 1996. The provision for depreciation and amortization for the three-month period ending March 31, 1997 totaled $3.6 million increasing by $194,000 over the 1996 period as a result of additional investments. Interest expense for the quarter ended March 31, 1997 was $5.3 million, compared with $4.6 million for 1996. The increase in 1997 is primarily due to higher average outstanding borrowings during the 1997 period. General and administrative expenses for the quarters ending March 31, 1997 and 1996 totaled $1,134,000 and $976,000, respectively, and represented approximately 5.7% of revenues for each period. At all times, the Company intends to make and manage its investments (including the sale or disposition of property or other investments) and to operate in such a manner as to be consistent with the requirements of the Internal Revenue Code of 1986, as amended (or regulations thereunder) to qualify as a REIT, unless, because of changes in circumstance or changes in the Code (or regulations thereunder), the Board of Directors determines that it is no longer in the best interests of the Company to qualify as a REIT. As such, it generally will not pay federal income taxes on the portion of its income which is distributed to shareholders. Net earnings were approximately $9,989,000 for the 1997 period, an increase of approximately $1.8 million (22%) over the 1996 period as a result of the various factors mentioned above. The weighted average outstanding shares increased to 18.7 million shares from 16.9 million shares, as a result of conversions of Convertible Debentures and the issuance of 1,000,000 shares in a private placement completed in November 1996. Funds available for distribution (FAD) for the period ending March 31, 1997 was $13,825,000, an increase of $2.1 million (18%) over the 1996 three-month period. FAD is net earnings, excluding any gains or losses from debt restructuring and sales of property, plus depreciation and amortization associated with real estate investments, amortization of deferred financing cost and the net effect of all other non-cash items included in net earnings. Funds From Operations (FFO) totaled $13,754,000 ($.74 per share) for the 1997 quarter, increasing $2.0 million (17%) as compared to $11,737,000 ($0.70 per share) for the three months ended March 31, 1996. FFO is net earnings, excluding any gains or losses from debt restructuring and sales of property, plus depreciation and amortization associated with real estate investments and charges to earnings for non-cash common stock based compensation. While there generally is very little difference between FAD and FFO for healthcare REITS, both of these measures of cash flow are used by analysts and investors as benchmarks for measuring profitability and capacity to sustain dividend payments. 9 LIQUIDITY AND CAPITAL RESOURCES The Company continually seeks new investments in healthcare real estate properties, primarily long-term care facilities, with the objective of profitable growth and further diversification of the investment portfolio. Permanent financing for future investments is expected to be provided through a combination of both private placement and public offerings of debt and/or equity securities. Management believes the Company's liquidity and various sources of available capital are adequate to finance operations, fund future investments in additional facilities, and meet debt service requirements. The Company has demonstrated a strong capacity to access the capital markets by raising more than $900 million in capital since it was organized in 1992. The Company raised more than $400 million in equity, including $130 from the initial public offering in 1992, $165 million from the HEP acquisition in 1994 and two additional offerings, the latest completed in November 1996. Additionally, nearly $500 million of debt capital has been raised, some of which has been used to retire secured borrowing debt with higher interest rates. In 1996, the Company completed a placement of $95 million of 8.5% Convertible Subordinated Debentures due 2001, and executed an agreement to increase its current bank line of credit facility by $50 million and to extend the term of the revolving credit agreement to July 1999. The increase in the credit facility allows for an additional $25 million, plus the equivalent of $25 million in a pounds sterling denominated term loan due in October, 2000 for total permitted borrowings of up to $150 million. In February 1997, the Company filed two shelf registration statements with the Securities and Exchange commission permitting the issuance of up to $250,000,000 of securities. The Company registered up to $150,000,000 related to common stock, unspecified debt, preferred stock, and convertible securities which may be issued from time to time in connection with a Registration Statement on Form S-3. Additionally, the Company registered on Form S-4 common stock totaling $100 million to be issued in connection with future property acquisitions. As of March 31, 1997, the Company has total assets of $726 million, shareholders' equity of $403 million, and long-term borrowings of $212 million representing approximately 30% of the total capitalization. The Company anticipates eventually attaining and then maintaining a long-term debt-to-capitalization ratio of approximately 40%. The Company has available permitted additional borrowings of $26.6 million under its line of credit arrangement. The Company distributes a large portion of the cash available from operations. Cash dividends paid totaled $0.645 per share for the quarter ended March 31, 1997, compared with $0.62 per share for 1996. Additionally, on April 15, 1997 , a $0.645 per share dividend was declared, payable on May 15, 1997 to shareholders of record on May 2, 1997. The current $0.645 per quarter rate represents an annualized rate of $2.58 per share. 10 PART II - OTHER INFORMATION Item 4. Submission of matters to a Vote of Security Holders (a) The Company's Annual Meeting of Shareholders was held on April 15, 1997. (b) The following directors were re-elected at the meeting for a three-year term: James E. Eden Thomas F. Franke Bernard J. Korman The following directors were not elected at the meeting but their term of office continued after the meeting: Essel W. Bailey Jr. Harold J. Kloosterman Edward Lowenthal Robert L. Parker (c) The results of the vote were as follows: Name For Withheld ---- -- -------- James E. Eden 16,877,186 106,124 Thomas F. Franke 16,873,031 110,279 Bernard J. Korman 16,872,493 110,817 (d) Not applicable 11 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) EXHIBITS - THE FOLLOWING EXHIBITS ARE FILED HEREWITH: EXHIBIT DESCRIPTION ------- ----------- 4.1 Form of Articles Supplementary for Series A Preferred Stock 4.2 Form of Series A Preferred Stock Certificate 5 Opinion of Counsel to the Registrant regarding legality 23 Consent of Counsel to the Registrant (included in Exhibit 5) 27 Financial Data Schedule (B) REPORTS ON FORM 8-K. None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OMEGA HEALTHCARE INVESTORS, INC. Registrant Date: April 22, 1997 By: ESSEL W. BAILEY, JR. ------------------------------ Essel W. Bailey, Jr. President Date: April 22, 1997 By: DAVID A. STOVER ------------------------------ David A. Stover Chief Financial Officer 12 Exhibit Index Exhibit Description - ------- ----------- 4.1 Form of Article Supplementary for Series A Preferred Stock 4.2 Form of Series A Preferred Stock Certificate 5 Opinion of Counsel to the Registrant regarding legality 23 Consent of Counsel to the Registrant (included in Exhibit 5) 27 Financial Data Schedule