Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 01, 2018 | |
Document And Entity Information [Line Items] | ||
Entity Registrant Name | OMEGA HEALTHCARE INVESTORS INC | |
Entity Central Index Key | 888,491 | |
Trading Symbol | ohi | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock Shares Outstanding | 200,335,705 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Omega OP | ||
Document And Entity Information [Line Items] | ||
Entity Registrant Name | OHI Healthcare Properties Limited Partnership | |
Entity Central Index Key | 1,639,315 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Real estate properties | ||
Real estate investments | $ 7,571,661 | $ 7,655,960 |
Less accumulated depreciation | (1,475,463) | (1,376,828) |
Real estate investments - net | 6,096,198 | 6,279,132 |
Investments in direct financing leases - net | 349,465 | 364,965 |
Mortgage notes receivable - net | 703,309 | 671,232 |
Total | 7,148,972 | 7,315,329 |
Other investments - net | 377,206 | 276,342 |
Investment in unconsolidated joint venture | 32,820 | 36,516 |
Assets held for sale - net | 3,782 | 86,699 |
Total investments | 7,562,780 | 7,714,886 |
Cash and cash equivalents | 10,951 | 85,937 |
Restricted cash | 2,598 | 10,871 |
Accounts receivable - net | 320,140 | 279,334 |
Goodwill | 644,369 | 644,690 |
Other assets | 33,301 | 37,587 |
Total assets | 8,574,139 | 8,773,305 |
LIABILITIES AND EQUITY | ||
Revolving line of credit | 220,000 | 290,000 |
Term loans - net | 902,168 | 904,670 |
Secured borrowings - net | 53,098 | |
Unsecured borrowings - net | 3,325,889 | 3,324,390 |
Accrued expenses and other liabilities | 257,049 | 295,142 |
Deferred income taxes | 14,718 | 17,747 |
Total liabilities | 4,719,824 | 4,885,047 |
Equity: | ||
Common stock $.10 par value authorized - 350,000 shares, issued and outstanding - 200,332 shares as of June 30, 2018 and 198,309 as of December 31, 2017 | 20,033 | 19,831 |
Common stock - additional paid-in capital | 4,997,329 | 4,936,302 |
Cumulative net earnings | 2,011,689 | 1,839,356 |
Cumulative dividends paid | (3,473,406) | (3,210,248) |
Accumulated other comprehensive loss | (30,157) | (30,150) |
Total stockholders' equity | 3,525,488 | 3,555,091 |
Noncontrolling interest | 328,827 | 333,167 |
Total equity | 3,854,315 | 3,888,258 |
Owners' Equity: | ||
Total liabilities and equity | 8,574,139 | 8,773,305 |
Omega OP | ||
Real estate properties | ||
Real estate investments | 7,571,661 | 7,655,960 |
Less accumulated depreciation | (1,475,463) | (1,376,828) |
Real estate investments - net | 6,096,198 | 6,279,132 |
Investments in direct financing leases - net | 349,465 | 364,965 |
Mortgage notes receivable - net | 703,309 | 671,232 |
Total | 7,148,972 | 7,315,329 |
Other investments - net | 377,206 | 276,342 |
Investment in unconsolidated joint venture | 32,820 | 36,516 |
Assets held for sale - net | 3,782 | 86,699 |
Total investments | 7,562,780 | 7,714,886 |
Cash and cash equivalents | 10,951 | 85,937 |
Restricted cash | 2,598 | 10,871 |
Accounts receivable - net | 320,140 | 279,334 |
Goodwill | 644,369 | 644,690 |
Other assets | 33,301 | 37,587 |
Total assets | 8,574,139 | 8,773,305 |
LIABILITIES AND EQUITY | ||
Term loans - net | 99,488 | 99,423 |
Secured borrowings - net | 53,098 | |
Accrued expenses and other liabilities | 195,463 | 226,028 |
Deferred income taxes | 14,718 | 17,747 |
Intercompany loans payable | 4,410,155 | 4,488,751 |
Total liabilities | 4,719,824 | 4,885,047 |
Owners' Equity: | ||
General partners' equity | 3,525,488 | 3,555,091 |
Limited partners' equity | 328,827 | 333,167 |
Total owners' equity | 3,854,315 | 3,888,258 |
Total liabilities and equity | $ 8,574,139 | $ 8,773,305 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares shares in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 350,000 | 350,000 |
Common stock, shares issued | 200,332 | 198,309 |
Common stock, shares outstanding | 200,332 | 198,309 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue | ||||
Rental income | $ 192,850 | $ 193,997 | $ 386,799 | $ 386,534 |
Income from direct financing leases | 497 | 15,462 | 1,110 | 31,108 |
Mortgage interest income | 16,834 | 16,297 | 33,413 | 32,253 |
Other investment income | 9,097 | 7,278 | 17,624 | 14,192 |
Miscellaneous income | 603 | 2,763 | 1,134 | 3,454 |
Total operating revenues | 219,881 | 235,797 | 440,080 | 467,541 |
Expenses | ||||
Depreciation and amortization | 69,609 | 70,350 | 139,970 | 140,343 |
General and administrative | 15,237 | 11,541 | 31,712 | 24,065 |
Acquisition costs | 19 | (22) | ||
(Recovery) impairment on real estate properties | (1,097) | 10,135 | 3,817 | 17,773 |
Provision for uncollectible accounts | 564 | 2,673 | 8,378 | 5,077 |
Total operating expenses | 84,313 | 94,718 | 183,877 | 187,236 |
Income before other income and expense | 135,568 | 141,079 | 256,203 | 280,305 |
Other income (expense) | ||||
Interest income and other - net | 1,125 | 254 | 1,710 | 258 |
Interest expense | (48,082) | (48,085) | (96,093) | (93,126) |
Interest - amortization of deferred financing costs | (2,242) | (2,543) | (4,485) | (5,045) |
Interest - refinancing costs | (21,965) | (21,965) | ||
Contractual settlement | 10,412 | |||
Realized (loss) gain on foreign exchange | (66) | 79 | (7) | 140 |
Total other expense | (49,265) | (72,260) | (98,875) | (109,326) |
Income before (loss) gain on assets sold | 86,303 | 68,819 | 157,328 | 170,979 |
(Loss) gain on assets sold - net | (2,891) | (622) | 14,609 | 6,798 |
Income from continuing operations | 83,412 | 68,197 | 171,937 | 177,777 |
Income tax expense | (838) | (591) | (1,381) | (1,691) |
(Loss) income from unconsolidated joint venture | (588) | 551 | (637) | 1,183 |
Net income | 81,986 | 68,157 | 169,919 | 177,269 |
Net income attributable to noncontrolling interest | (3,450) | (2,900) | (7,163) | (7,572) |
Net income available to common stockholders | $ 78,536 | $ 65,257 | $ 162,756 | $ 169,697 |
Basic: | ||||
Net income available to common stockholders | $ 0.39 | $ 0.33 | $ 0.82 | $ 0.86 |
Diluted: | ||||
Net income | 0.39 | 0.33 | 0.82 | 0.86 |
Diluted: | ||||
Dividends declared per common share (in dollars per share) | $ 0.66 | $ 0.63 | $ 1.32 | $ 1.25 |
Weighted-average shares outstanding, basic (in shares) | 199,497 | 197,433 | 199,204 | 197,223 |
Weighted-average shares outstanding, diluted (in shares) | 208,460 | 206,672 | 208,139 | 206,423 |
Omega OP | ||||
Revenue | ||||
Rental income | $ 192,850 | $ 193,997 | $ 386,799 | $ 386,534 |
Income from direct financing leases | 497 | 15,462 | 1,110 | 31,108 |
Mortgage interest income | 16,834 | 16,297 | 33,413 | 32,253 |
Other investment income | 9,097 | 7,278 | 17,624 | 14,192 |
Miscellaneous income | 603 | 2,763 | 1,134 | 3,454 |
Total operating revenues | 219,881 | 235,797 | 440,080 | 467,541 |
Expenses | ||||
Depreciation and amortization | 69,609 | 70,350 | 139,970 | 140,343 |
General and administrative | 15,237 | 11,541 | 31,712 | 24,065 |
Acquisition costs | 19 | (22) | ||
(Recovery) impairment on real estate properties | (1,097) | 10,135 | 3,817 | 17,773 |
Provision for uncollectible accounts | 564 | 2,673 | 8,378 | 5,077 |
Total operating expenses | 84,313 | 94,718 | 183,877 | 187,236 |
Income before other income and expense | 135,568 | 141,079 | 256,203 | 280,305 |
Other income (expense) | ||||
Interest income and other - net | 1,125 | 254 | 1,710 | 258 |
Interest expense | (48,082) | (48,085) | (96,093) | (93,126) |
Interest - amortization of deferred financing costs | (2,242) | (2,543) | (4,485) | (5,045) |
Interest - refinancing costs | (21,965) | (21,965) | ||
Contractual settlement | 10,412 | |||
Realized (loss) gain on foreign exchange | (66) | 79 | (7) | 140 |
Total other expense | (49,265) | (72,260) | (98,875) | (109,326) |
Income before (loss) gain on assets sold | 86,303 | 68,819 | 157,328 | 170,979 |
(Loss) gain on assets sold - net | (2,891) | (622) | 14,609 | 6,798 |
Income from continuing operations | 83,412 | 68,197 | 171,937 | 177,777 |
Income tax expense | (838) | (591) | (1,381) | (1,691) |
(Loss) income from unconsolidated joint venture | (588) | 551 | (637) | 1,183 |
Net income | $ 81,986 | $ 68,157 | $ 169,919 | $ 177,269 |
Basic: | ||||
Net (loss) income (in dollars per share) | $ 0.39 | $ 0.33 | $ 0.82 | $ 0.86 |
Diluted: | ||||
Net income | 0.39 | 0.33 | 0.82 | 0.86 |
Dividends declared per common share (in dollars per share) | $ 0.66 | $ 0.63 | $ 1.32 | $ 1.25 |
Weighted-average Omega OP Units outstanding, basic (in shares) | 208,263 | 206,205 | 207,972 | 206,016 |
Weighted-average Omega OP Units outstanding, diluted (in shares) | 208,460 | 206,672 | 208,139 | 206,423 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net income | $ 81,986 | $ 68,157 | $ 169,919 | $ 177,269 |
Other comprehensive (loss) income: | ||||
Foreign currency translation | (16,153) | 10,274 | (6,284) | 14,608 |
Cash flow hedges | 1,788 | (3,407) | 6,276 | (2,153) |
Total other comprehensive (loss) income | (14,365) | 6,867 | (8) | 12,455 |
Comprehensive income | 67,621 | 75,024 | 169,911 | 189,724 |
Comprehensive income attributable to noncontrolling interest | (2,843) | (3,192) | (7,162) | (8,103) |
Comprehensive income attributable to common stockholders | 64,778 | 71,832 | 162,749 | 181,621 |
Omega OP | ||||
Net income | 81,986 | 68,157 | 169,919 | 177,269 |
Other comprehensive (loss) income: | ||||
Foreign currency translation | (16,153) | 10,274 | (6,284) | 14,608 |
Cash flow hedges | 1,788 | (3,407) | 6,276 | (2,153) |
Total other comprehensive (loss) income | (14,365) | 6,867 | (8) | 12,455 |
Comprehensive income | $ 67,621 | $ 75,024 | $ 169,911 | $ 189,724 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - USD ($) $ in Thousands | Common Stock Par Value [Member] | Additional Paid-in Capital [Member] | Cumulative Net Earnings [Member] | Cumulative Dividends [Member] | Accumulated Other Comprehensive Loss [Member] | Total Stockholders' Equity [Member] | Noncontrolling Interest [Member] | Total |
Cumulative effect of accounting change (see Note 1) | $ 9,577 | $ 9,577 | $ 423 | $ 10,000 | ||||
Balance, beginning at Dec. 31, 2017 | $ 19,831 | $ 4,936,302 | 1,839,356 | $ (3,210,248) | $ (30,150) | 3,555,091 | 333,167 | 3,888,258 |
Balance, beginning at Dec. 31, 2017 | 19,831 | 4,936,302 | 1,848,933 | (3,210,248) | (30,150) | 3,564,668 | 333,590 | 3,898,258 |
Grant of restricted stock to company directors (38 shares at $30.36 per share) | 4 | (4) | ||||||
Stock-based compensation expense | 8,145 | 8,145 | 8,145 | |||||
Vesting/exercising of equity compensation plan, net of tax withholdings (89 shares) | 9 | (1,663) | (1,654) | (1,654) | ||||
Dividend reinvestment and stock purchase plan (948 shares at an average of $28.55 per share) | 95 | 26,955 | 27,050 | 27,050 | ||||
Deferred compensation directors (35 shares at $30.42 per share) | 3 | 134 | 137 | 137 | ||||
Equity Shelf Program (912 shares at $30.16 per share, net of issuance costs) | 91 | 27,418 | 27,509 | 27,509 | ||||
Common dividends declared ($1.32 per share) | (263,158) | (263,158) | (263,158) | |||||
Conversion of Omega OP Units to common stock (1 share at $31.26 per share) | 42 | 42 | 42 | |||||
Redemption of Omega OP Units (6 units at $28.06 per share) | (160) | (160) | ||||||
Omega OP Units distributions | (11,765) | (11,765) | ||||||
Comprehensive income: | ||||||||
Foreign currency translation | (6,019) | (6,019) | (265) | (6,284) | ||||
Cash flow hedges | 6,012 | 6,012 | 264 | 6,276 | ||||
Net income | 162,756 | 162,756 | 7,163 | 169,919 | ||||
Total comprehensive income | 169,911 | |||||||
Balance , ending at Jun. 30, 2018 | $ 20,033 | $ 4,997,329 | $ 2,011,689 | $ (3,473,406) | $ (30,157) | $ 3,525,488 | $ 328,827 | $ 3,854,315 |
CONSOLIDATED STATEMENT OF CHAN7
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) (Parentheticals) shares in Thousands | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Increase (Decrease) In Stockholders' Equity [Roll Forward] | |
Balance (in shares) | 198,309 |
Balance (in units) | 8,772 |
Grant of restricted stock (in shares) | 38 |
Grant of restricted stock (in dollars per share) | $ / shares | $ 30.36 |
Vesting/exercising of equity compensation plan (in shares) | 89 |
Dividend reinvestment and stock purchase plan (in shares) | 948 |
Dividend reinvestment and stock purchase plan (in dollars per share) | $ / shares | $ 28.55 |
Deferred compensation directors (in shares) | 35 |
Deferred compensation directors (in dollars per share) | $ / shares | $ 30.42 |
Equity shelf program (in shares) | 912 |
Equity shelf program (in dollars per share) | $ / shares | $ 30.16 |
Common dividends (in dollars per share) | $ / shares | $ 1.32 |
Conversion of OP Units to Common stock (in shares) | 1 |
Conversion of OP Units to Common stock (in dollars per share) | $ / shares | $ 31.26 |
Redemption of OP Units (in units) | 6 |
Redemption of OP Units (in dollars per share) | $ / shares | 28.06 |
Balance (in shares) | 200,332 |
Balance (in units) | 8,766 |
CONSOLIDATED STATEMENT OF CHAN8
CONSOLIDATED STATEMENT OF CHANGES IN OWNERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Omega OPGeneral Partner | Omega OPLimited Partner | Omega OP | Total |
Cumulative effect of accounting change (see Note 1) | $ 9,577 | $ 423 | $ 10,000 | $ 10,000 |
Balance at Dec. 31, 2017 | $ 3,555,091 | $ 333,167 | $ 3,888,258 | |
Balance (in units) at Dec. 31, 2017 | 198,309 | 8,772 | 207,081 | |
Balance at Dec. 31, 2017 | $ 3,564,668 | $ 333,590 | $ 3,898,258 | |
Balance (in units) at Dec. 31, 2017 | 198,309 | 8,772 | 207,081 | |
Contributions from partners | $ 61,229 | $ 61,229 | ||
Contributions from partners (in units) | 2,023 | 2,023 | ||
Distributions to partners | $ (263,158) | $ (11,765) | $ (274,923) | |
Omega OP Unit redemptions | $ (160) | $ (160) | ||
Omega OP Unit redemptions (in units) | (6) | (6) | ||
Comprehensive income: | ||||
Foreign currency translation | (6,019) | $ (265) | $ (6,284) | (6,284) |
Cash flow hedges | 6,012 | 264 | 6,276 | 6,276 |
Net income | 162,756 | 7,163 | 169,919 | 169,919 |
Total comprehensive income | 169,911 | $ 169,911 | ||
Balance at Jun. 30, 2018 | $ 3,525,488 | $ 328,827 | $ 3,854,315 | |
Balance (in units) at Jun. 30, 2018 | 200,332 | 8,766 | 209,098 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities | ||
Net income | $ 169,919 | $ 177,269 |
Adjustment to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 139,970 | 140,343 |
Impairment on real estate properties | 8,992 | 17,773 |
Provision for uncollectible accounts | 8,378 | 5,077 |
Interest - amortization of deferred financing costs | 4,485 | 15,240 |
Accretion of direct financing leases | 67 | (6,164) |
Stock-based compensation expense | 8,145 | 7,478 |
Gain on assets sold - net | (14,609) | (6,798) |
Amortization of acquired in-place leases - net | (5,277) | (6,202) |
Effective yield receivable on mortgage notes | (710) | (1,191) |
Interest paid-in-kind | (3,493) | |
Change in operating assets and liabilities - net: | ||
Contractual receivables | 1,563 | (33,293) |
Straight-line rent receivables | (30,746) | (23,174) |
Lease inducements | (31,551) | 895 |
Other operating assets and liabilities | (37,967) | (23,053) |
Net cash provided by operating activities | 217,166 | 264,200 |
Cash flows from investing activities | ||
Acquisition of real estate | (52,744) | (130,977) |
Cash acquired | 2,341 | |
Investments in construction in progress | (63,313) | (46,108) |
Investments in direct financing leases | (4,767) | |
Proceeds from sale of direct financing lease | 15,433 | 27,253 |
Placement of mortgage loans | (56,944) | (24,978) |
Distributions from unconsolidated joint venture | 3,739 | 9,741 |
Proceeds from sale of real estate investments | 221,952 | 64,061 |
Capital improvements to real estate investments | (19,183) | (16,861) |
Receipts from insurance proceeds | 6,901 | |
Proceeds from other investments | 105,695 | 35,997 |
Investments in other investments | (192,962) | (52,228) |
Collection of mortgage principal | 25,176 | 673 |
Net cash used in investing activities | (6,250) | (135,853) |
Cash flows from financing activities | ||
Proceeds from credit facility borrowings | 549,000 | 817,000 |
Payments on credit facility borrowings | (619,000) | (852,000) |
Receipts of other long-term borrowings | 1,346,749 | |
Payments of other long-term borrowings | (2,049) | (1,252,139) |
Payments of financing related costs | (8) | (28,483) |
Receipts from dividend reinvestment plan | 27,050 | 19,721 |
Payments for exercised options and restricted stock | (1,654) | (2,120) |
Net proceeds from issuance of common stock | 27,509 | 6,634 |
Dividends paid | (263,021) | (246,722) |
Redemption of Omega OP Units | (118) | (48) |
Distributions to Omega OP Unit Holders | (11,765) | (11,143) |
Net cash used in financing activities | (294,056) | (202,551) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | (119) | 162 |
Decrease in cash, cash equivalents and restricted cash | (83,259) | (74,042) |
Cash, cash equivalents and restricted cash at beginning of period | 96,808 | 107,276 |
Cash, cash equivalents and restricted cash at end of period | 13,549 | 33,234 |
Omega OP | ||
Cash flows from operating activities | ||
Net income | 169,919 | 177,269 |
Adjustment to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 139,970 | 140,343 |
Impairment on real estate properties | 8,992 | 17,773 |
Provision for uncollectible accounts | 8,378 | 5,077 |
Interest - amortization of deferred financing costs | 4,485 | 15,240 |
Accretion of direct financing leases | 67 | (6,164) |
Stock-based compensation expense | 8,145 | 7,478 |
Gain on assets sold - net | (14,609) | (6,798) |
Amortization of acquired in-place leases - net | (5,277) | (6,202) |
Effective yield receivable on mortgage notes | (710) | (1,191) |
Interest paid-in-kind | (3,493) | |
Change in operating assets and liabilities - net: | ||
Contractual receivables | 1,563 | (33,293) |
Straight-line rent receivables | (30,746) | (23,174) |
Lease inducements | (31,551) | 895 |
Other operating assets and liabilities | (37,967) | (23,053) |
Net cash provided by operating activities | 217,166 | 264,200 |
Cash flows from investing activities | ||
Acquisition of real estate | (52,744) | (130,977) |
Cash acquired | 2,341 | |
Investments in construction in progress | (63,313) | (46,108) |
Investments in direct financing leases | (4,767) | |
Proceeds from sale of direct financing lease | 15,433 | 27,253 |
Placement of mortgage loans | (56,944) | (24,978) |
Distributions from unconsolidated joint venture | 3,739 | 9,741 |
Proceeds from sale of real estate investments | 221,952 | 64,061 |
Capital improvements to real estate investments | (19,183) | (16,861) |
Receipts from insurance proceeds | 6,901 | |
Proceeds from other investments | 105,695 | 35,997 |
Investments in other investments | (192,962) | (52,228) |
Collection of mortgage principal | 25,176 | 673 |
Net cash used in investing activities | (6,250) | (135,853) |
Cash flows from financing activities | ||
Proceeds from intercompany loans payable from Omega | 549,000 | 2,163,749 |
Repayment of intercompany loans payable to Omega | (621,049) | (2,104,139) |
Payment of financing related costs incurred by Omega | (8) | (28,483) |
Equity contributions from general partners | 52,905 | 24,235 |
Distributions to general partners | (263,021) | (246,722) |
Distributions to limited partners | (11,765) | (11,143) |
Redemption of Omega OP Units | (118) | (48) |
Net cash used in financing activities | (294,056) | (202,551) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | (119) | 162 |
Decrease in cash, cash equivalents and restricted cash | (83,259) | (74,042) |
Cash, cash equivalents and restricted cash at beginning of period | 96,808 | 107,276 |
Cash, cash equivalents and restricted cash at end of period | $ 13,549 | $ 33,234 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2018 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Business Overview and Organization Omega Healthcare Investors, Inc. (“Omega”) was formed as a real estate investment trust (“REIT”) and incorporated in the State of Maryland on March 31, 1992. Omega is structured as an umbrella partnership REIT (“UPREIT”) under which all of Omega's assets are owned directly or indirectly by, and all of Omega's operations are conducted directly or indirectly through, its operating partnership subsidiary, OHI Healthcare Properties Limited Partnership (“Omega OP”). Omega OP was formed as a limited partnership and organized in the State of Delaware on October 24, 2014. Unless stated otherwise or the context otherwise requires, the terms the “Company,” “we,” “our” and “us” means Omega and Omega OP, collectively. The Company has one reportable segment consisting of investments in healthcare-related real estate properties located in the United States (“U.S.”) and the United Kingdom (“U.K.”). Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”) and, to a lesser extent, assisted living facilities (“ALFs”), independent living facilities and rehabilitation and acute care facilities. Our core portfolio consists of long-term leases and mortgage agreements. All of our leases are “triple-net” leases, which require the tenants to pay all property-related expenses. Our mortgage revenue derives from fixed rate mortgage loans, which are secured by first mortgage liens on the underlying real estate and personal property of the mortgagor. Our other investment income derives from fixed and variable rate loans, which are either unsecured or secured by the collateral of the borrower. Omega OP is governed by the Second Amended and Restated Agreement of Limited Partnership of OHI Healthcare Properties Limited Partnership, dated as of April 1, 2015 (the “Partnership Agreement”). Omega has exclusive control over Omega OP’s day-to-day management pursuant to the Partnership Agreement. As of June 30, 2018, Omega owned approximately 96% of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and investors owned approximately 4% of the outstanding Omega OP Units. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our latest Annual Report on Form 10-K filed with the SEC on February 23, 2018. Omega’s consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, and (iii) all direct and indirect wholly owned subsidiaries of Omega. All intercompany transactions and balances have been eliminated in consolidation , and Omega’s net earnings are reduced by the portion of net earnings attributable to noncontrolling interests. Omega OP’s consolidated financial statements include the accounts of (i) Omega OP, and (ii) all direct and indirect wholly owned subsidiaries of Omega OP. All intercompany transactions and balances have been eliminated in consolidation . Variable Interest Entities GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. Our variable interests in VIEs may be in the form of equity ownership, leases, guarantees and/or loans with our operators. We analyze our agreements and investments to determine whether our operators or unconsolidated joint venture are VIEs and, if so, whether we are the primary beneficiary. We consolidate a VIE when we determine that we are its primary beneficiary. We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. Factors considered in determining whether we are the primary beneficiary of an entity include: (i) our voting rights, if any; (ii) our involvement in day-to-day capital and operating decisions; (iii) our risk and reward sharing; (iv) the financial condition of the operator or joint venture and (iv) our representation on the VIE’s board of directors. We perform this analysis on an ongoing basis. As of June 30, 2018, we have not consolidated any VIEs, as we do not have the power to direct the activities of any VIEs that most significantly impact their economic performance and we do not have the obligation to absorb losses or receive benefits of the VIEs that could be significant to the entity. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with a maturity date of three months or less when purchased. These investments are stated at cost, which approximates fair value. The majority of our cash, cash equivalents and restricted cash are held at major commercial banks. Certain cash account balances exceed FDIC insurance limits of $250,000 per account and, as a result, there is a concentration of credit risk related to amounts in excess of the insurance limits. We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash, cash equivalents or restricted cash. Restricted Cash Restricted cash consists primarily of liquidity deposits escrowed for tenant obligations required by us pursuant to certain contractual terms. Prior to June 1, 2018, restricted cash also included other deposits required by the U.S. Department of Housing and Urban Development (“HUD”) in connection with our mortgage borrowings guaranteed by HUD. For additional information see Note 2 – Properties and Investments and Note 14 – Borrowing Activities and Arrangements. Real Estate Investment Impairment Management evaluates our real estate investments for impairment indicators at each reporting period, including the evaluation of our assets’ useful lives. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance including the current payment status of contractual obligations and expectations of the ability to meet future contractual obligations, legal structure, as well as our intent with respect to holding or disposing of the asset. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to management’s estimate of future undiscounted cash flows of the underlying facilities. The estimated future undiscounted cash flows are generally based on the related lease which relates to one or more properties and may include cash flows from the eventual disposition of the asset. In some instances, there may be various potential outcomes for a real estate investment and its potential future cash flows. In these instances, the undiscounted future cash flows used to assess the recoverability are probability-weighted based on management’s best estimates as of the date of evaluation. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows based on our intended use of the property are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. The fair value of the real estate investment is determined based on current market conditions and considers matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. Additionally, our evaluation of fair value may consider valuing the property as a nursing home as well as alternative uses. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. Management’s impairment evaluation process, and when applicable, impairment calculations involve estimation of the future cash flows from management’s intended use of the property as well as the fair value of the property. Changes in the facts and circumstances that drive management’s assumptions may result in an impairment of the Company’s assets in a future period that could be material to the Company’s results of operations. For the three months ended June 30, 2018 and 2017, we recognized (a recovery on ) impairment on real estate properties of $(1.1) million and $10.1 million, respectively. For the six months ended June 30, 2018 and 2017, we recognized impairment on real estate properties of $3.8 million and $17.8 million, respectively. For additional information see Note 2 – Properties and Investments. Allowance for Losses on Mortgages, Other Investments and Direct Financing Leases The allowances for losses on mortgage notes receivable, other investments and direct financing leases (collectively, our “loans”) are maintained at a level believed adequate to absorb potential losses. The determination of the allowances is based on a quarterly evaluation of these loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans based on a combination of factors, including, but not limited to, delinquency status, financial strength of the borrower and guarantors, if applicable, and the value of the underlying collateral. If such factors indicate that there is greater risk of loan charge-offs, additional allowances or placement on non-accrual status may be required. A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreements. Consistent with this definition, all loans on non-accrual status may be deemed impaired. To the extent circumstances improve and the risk of collectability is diminished, we will return these loans to full accrual status. When management identifies potential loan impairment indicators, the loan is written down to the present value of the expected future cash flows. In cases where expected future cash flows are not readily determinable, the loan is written down to the fair value of the underlying collateral, if applicable. We may base our valuation on a loan’s observable market price, if any, or the fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the sale of the collateral. We account for impaired loans using (a) the cost-recovery method, and/or (b) the cash basis method. We generally utilize the cost-recovery method for impaired loans for which impairment reserves were recorded. We utilize the cash basis method for impaired loans for which no impairment reserves were recorded because the net present value of the discounted cash flows expected under the loan and/or the underlying collateral supporting the loan were equal to or exceeded the book value of the loan. Under the cost-recovery method, we apply cash received against the outstanding loan balance prior to recording interest income. Under the cash basis method, we apply cash received to principal or interest income based on the terms of the agreement. As of June 30, 2018 and December 31, 2017, we had $177.1 million and $177.5 million, respectively, of reserves on our loans. For additional information see Note 3 – Direct Financing Leases, Note 4 – Mortgage Notes Receivable and Note 5 – Other Investments. Goodwill Impairment We assess goodwill for potential impairment during the fourth quarter of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the net assets of the reporting unit. In evaluating goodwill for impairment on an interim basis, we assess qualitative factors such as a significant decline in real estate valuations, current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance or a significant decline in the value of our market capitalization, to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount. On an annual basis during the fourth quarter of each fiscal year, or on an interim basis if we conclude it is more likely than not that the fair value of the reporting unit is less than its carrying value, we perform a two-step goodwill impairment test to identify potential impairment and measure the amount of impairment we will recognize, if any. Noncontrolling Interests Noncontrolling interests is the portion of equity not attributable to the respective reporting entity . We present the portion of any equity that we do not own in consolidated entities as noncontrolling interests and classify those interests as a component of total equity, separate from total stockholders’ equity, or owners’ equity on our Consolidated Balance Sheets. W e 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. The noncontrolling interest for Omega represents the outstanding Omega OP Units held by outside investors. Foreign Operations The U.S. dollar is the functional currency for our consolidated subsidiaries operating in the U.S. The functional currency for our consolidated subsidiaries operating in the U.K. is the British Pound (“GBP”). For our consolidated subsidiaries whose functional currency is not the U.S. dollar (“USD”), we translate their financial statements into the USD. We translate assets and liabilities at the exchange rate in effect as of the financial statement date. Revenue and expense accounts are translated using an average exchange rate for the period. Gains and losses resulting from translation are included in Omega OP’s owners’ equity and Omega’s accumulated other comprehensive loss (“AOCL”), as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interests. We and certain of our consolidated subsidiaries may have intercompany and third-party debt that is not denominated in the entity’s functional currency. When the debt is remeasured against the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in results of operations, unless it is intercompany debt that is deemed to be long-term in nature in which case the adjustments are included in Omega OP’s owners’ equity and Omega’s AOCL and a proportionate amount of gain or loss is allocated to noncontrolling interests. Derivative Instruments Cash flow hedges During our normal course of business, we may use certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the Consolidated Balance Sheets at their fair value which is determined using a market approach and Level 2 inputs. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated in qualifying cash flow hedging relationships, the gain or loss on the derivative is recognized in Omega OP’s owners’ equity and Omega’s AOCL as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest. We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized liabilities or assets on the Consolidated Balance Sheets. We also assess and document, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, we discontinue hedge accounting prospectively and record the appropriate adjustment to earnings based on the current fair value of the derivative. As a matter of policy, we do not use derivatives for trading or speculative purposes. At June 30, 2018 and December 31, 2017, $7.7 million and $1.5 million, respectively, of qualifying cash flow hedges were recorded at fair value in other assets on our Consolidated Balance Sheets. Net investment hedge The Company is exposed to fluctuations in the GBP against its functional currency, the USD, relating to its investments in healthcare-related real estate properties located in the U.K. The Company uses a nonderivative, GBP-denominated term loan to manage its exposure to fluctuations in the GBP-USD exchange rate. The foreign currency transaction gain or loss on the nonderivative hedging instrument that is designated and qualifies as a net investment hedge is reported in Omega OP’s owners’ equity and Omega’s AOCL in our Consolidated Balance Sheets. Accounts Receivable Accounts receivable includes: contractual receivables, effective yield interest receivables, straight-line rent receivables and lease inducements, net of an estimated provision for losses related to uncollectible and disputed accounts. Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements. Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line rent receivables relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement. Lease inducements result from value provided by us to the lessee, at the inception, modification, or renewal of the lease, and are amortized as a reduction of rental revenue over the non-cancellable lease term. On a quarterly basis, and more frequently as appropriate, we review our accounts receivable to determine their collectability. The determination of collectability of these assets requires significant judgment and is affected by several factors relating to the credit quality of our operators that we regularly monitor, including (i) payment history, (ii) the age of the contractual receivables, (iii) the current economic conditions and reimbursement environment, (iv) the ability of the tenant to perform under the terms of their lease and/or contractual loan agreements and (v) the value of the underlying collateral of the agreement, if any. If we determine collectability of any of our contractual receivables is at risk, we estimate the potential uncollectible amounts and provide an allowance. In the case of a lease recognized on a straight-line basis, a loan recognized on an effective yield basis or the existence of lease inducements, we generally provide an allowance for straight-line, effective interest, and/or lease inducement accounts receivable when certain conditions or indicators of adverse collectability are present. If the accounts receivable balance is subsequently deemed uncollectible, the receivable and allowance for doubtful account balance are written off. A summary of our net receivables by type is as follows: June 30, December 31, 2018 2017 (in thousands) Contractual receivables $ 37,655 $ 43,258 Effective yield interest receivables 12,384 11,673 Straight-line rent receivables 226,633 216,054 Lease inducements 48,456 16,812 Allowance (4,988) (8,463) Accounts receivable – net $ 320,140 $ 279,334 During the first quarter of 2018, we wrote-off approximately $7.8 million of straight-line rent receivables to provision for uncollectible accounts, as a result of facility transitions to other operators. During the second quarter of 2018, we placed two of our operators on a cash basis and wrote-off approximately $2.8 million of straight-line rent receivables and reserved approximately $0.6 million of contractual receivables to provision for uncollectible accounts related to these two operators. The provision for uncollectible accounts was offset by a recovery of approximately $2.8 million. During the first quarter of 2018, we paid an existing operator approximately $50 million in exchange for a reduction of such operator’s participation in an in-the-money purchase option. As a result, we recorded an approximate $28 million lease inducement that will be amortized as a reduction to rental income over the remaining term of the lease. The remaining $22 million was recorded as a reduction to the initial contingent liability which was included in accrued expenses and other liabilities on our Consolidated Balance Sheets. Reclassification Certain prior quarter amounts have been reclassified to conform to the current quarter presentation. Accounting Pronouncements Adopted in 2018 In 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. In addition, the FASB issued targeted updates to clarify specific implementation issues of ASU 2014-09. These updates included ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Identifying Performance Obligations and Licensing, and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients. As a result of adopting ASU 2014-09 and its updates on January 1, 2018, the Company recognized $10.0 million of deferred gain resulting from the sale of facilities to a third-party in December 2017 through opening equity on January 1, 2018. The Company adopted ASU 2014-09 and its subsequent updates in accordance with the modified retrospective approach. The adoption of ASU 2014-09 and its related updates did not have a material impact on our consolidated financial statements, as a substantial portion of our revenue consists of rental income from leasing arrangements and interest income from loan arrangements, both of which are specifically excluded from ASU 2014-09 and its updates. In August 2017 , the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). The purpose of this updated guidance is to better align the financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. This adoption method will require the Company to recognize the cumulative effect of initially applying ASU 2017-12 as an adjustment to accumulated other comprehensive income (loss) with a corresponding adjustment to the opening balance of equity as of the beginning of the fiscal year that an entity adopts the update. On January 1, 2018, the Company adopted ASU 2017-12 using the modified retrospective transition method. As a result of adopting the standard, the Company is making certain adjustments to its existing hedge designation documentation for active hedging relationships in order to take advantage of specific provisions in the new guidance and to fully align its documentation with ASU 2017-12. T he adoption of ASU 2017-12 did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements - Pending Adoption In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective for the Company beginning January 1, 2019. Early adoption of ASU 2016-02 as of its issuance is permitted. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. As a result of the pending adoption of ASU 2016-02, the Company may be required to record real estate tax revenues and an equal and offsetting real estate tax expense, as a result of our operators paying real estate taxes on our behalf. In July 2018, the FASB issued ASU 2018-11, Leases (“ASU 2018-11”) : Targeted Improvements to simplify the implementation of ASU 2016-02. This targeted improvement permits the adoption of ASU 2016-02 at the adoption date instead of the earliest comparative period presented in the financial statements and a practical expedient permitting lessors to not separate nonlease components from the associated lease component if certain conditions are met. Upon adoption of ASU 2016-02 and its updates, we intend to transition to the new leasing accounting standard on January 1, 2019, without modifying our prior year balance sheet and recognizing the cumulative-effect adjustment to opening equity. We continue to evaluate the other impacts of adopting ASU 2016-02 and its updates on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) ( “ ASU 2016-13 ” ), which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. We are currently evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements. |
PROPERTIES AND INVESTMENTS
PROPERTIES AND INVESTMENTS | 6 Months Ended |
Jun. 30, 2018 | |
Properties and Investments [Abstract] | |
PROPERTIES AND INVESTMENTS | NOTE 2 – PROPERTIES AND INVESTMENTS Leased Property Our leased real estate properties, represented by 709 SNFs, 116 ALFs, 14 specialty facilities and one medical office building at June 30, 2018, are leased under provisions of single or master operating leases with initial terms typically ranging from five to 15 years, plus renewal options. Also see Note 3 – Direct Financing Leases for information regarding additional properties accounted for as direct financing leases. Substantially all of our leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of three methods depending on specific provisions of each lease as follows: (i) a specific annual percentage increase over the prior year’s rent, generally between 2.0% and 3.0% ; (ii) an increase based on the change in pre-determined formulas from year to year (e.g., increases in the Consumer Price Index (“CPI”)); or (iii) specific dollar increases over prior years. Under the terms of the leases, the lessee is responsible for all maintenance, repairs, taxes and insurance on the leased properties. A summary of our investment in leased real estate properties is as follows: June 30, December 31, 2018 2017 (in thousands) Buildings $ 5,985,795 $ 6,098,119 Land 782,913 795,874 Furniture, fixtures and equipment 436,680 440,737 Site improvements 230,304 227,150 Construction in progress 135,969 94,080 Total real estate investments 7,571,661 7,655,960 Less accumulated depreciation (1,475,463) (1,376,828) Real estate investments - net $ 6,096,198 $ 6,279,132 The following table summarizes the significant acquisitions that occurred during the first six months of 2018: Number of Total Building & Site Furniture Initial Facilities Country/ Investment Land Improvements & Fixtures Annual Period SNF ALF State (in millions) Cash Yield (3) Q1 - 1 UK $ 4.0 (1) $ 0.9 $ 2.9 $ 0.2 8.5 % Q1 - 1 UK 5.7 (2) 1.4 4.1 0.2 8.5 % Q1 1 - PA 7.4 1.6 5.4 0.4 9.5 % Q1 1 - VA 13.2 2.4 10.5 0.3 9.5 % Q2 5 - TX 22.8 0.5 20.4 1.9 9.5 % Total 7 2 $ 53.1 $ 6.8 $ 43.3 $ 3.0 (1) Omega recorded a non-cash deferred tax liability of approximately $0.4 million in connection with this acquisition. (2) Omega recorded a non-cash deferred tax liability of approximately $0.2 million in connection with this acquisition. (3) The cash yield is based on the purchase price. For the six months ended June 30, 2018, we acquired two parcels of land (not reflected in the table above) for approximately $3.5 million with the intent of building new facilities for our existing operators . Asset Sales, Impairments and Other During the first quarter of 2018, we sold 14 facilities ( five of which were previously held for sale at December 31, 2017) subject to operating leases for approximately $74.7 million in net cash proceeds recognizing a gain on sale of approximately $17.5 million. In addition, we recorded impairments on real estate properties of approximately $4.9 million on 17 facilities ( 16 of which were subsequently reclassified to assets held for sale). During the second quarter of 2018, we sold 45 facilities and one ancillary building ( 33 of which were previously held for sale at March 31, 2018) subject to operating leases for approximately $147.2 million in net cash proceeds recognizing a loss on sale of approximately $2.9 million. In addition, we recorded impairments of approximately $4.1 million on nine facilities ( three of which were subsequently reclassified to assets held for sale). Our impairments were offset by $5.2 million of insurance proceeds received related to a facility destroyed in November 2017. Of the 45 facilities sold during the second quarter of 2018, we sold 12 SNFs on June 1, 2018 ( 12 of which were previously held for sale at March 31, 2018) secured by HUD mortgages to subsidiaries of an existing operator. The Company sold the 12 SNF facilities with carrying values of approximately $62 million for approximately $78 million which consisted of $25 million of cash consideration and their assumption of approximately $53 million of our HUD mortgages. See Note 14 – Borrowing Activities and Arrangements for additional details. Simultaneously, subsidiaries of the operator assumed our HUD restricted cash accounts, deposits and escrows. The Company recorded a gain on sale of approximately $11 million after approximately $5 million of closing and other transaction related costs. In connection with this sale, we provided a principal of an existing operator an unsecured loan of approximately $39.7 million. See Note 5 – Other Investments for details. Our recorded impairments were primarily the result of decisions to exit certain non-strategic facilities and/or operators. We reduced the net book value of the impaired facilities to their estimated fair values or, with respect to the facilities reclassified to assets held for sale, to their estimated fair values less costs to sell. To estimate the fair value of the facilities, we utilized a market approach which considered binding sale agreements (a Level 1 input) and/or Level 3 inputs (which generally consist of non-binding offers from unrelated third parties). Also see Note 8 – Assets Held For Sale. |
DIRECT FINANCING LEASES
DIRECT FINANCING LEASES | 6 Months Ended |
Jun. 30, 2018 | |
Direct Financing Leases [Abstract] | |
DIRECT FINANCING LEASES | NOTE 3 – DIRECT FINANCING LEASES The components of investments in direct financing leases consist of the following: June 30, December 31, 2018 2017 (in thousands) Minimum lease payments receivable $ 3,649,602 $ 3,707,079 Less unearned income (3,127,950) (3,169,942) Investment in direct financing leases 521,652 537,137 Less allowance for loss on direct financing lease (172,187) (172,172) Investment in direct financing leases – net $ 349,465 $ 364,965 Properties subject to direct financing leases 40 41 Number of direct financing leases 4 5 The following minimum rents are due under our direct financing leases for the remainder of 2018 and the subsequent five years (in thousands): 2018 (1) 2019 (1) 2020 (1) 2021 (1) 2022 (1) 2023 (1) $ 580 $ 1,166 $ 1,170 $ 1,084 $ 1,106 $ 1,128 (1) Orianna has been excluded from the contractual minimum rent payments due under our direct financing leases as the facilities are expected to be transitioned or sold. See below for additional information . In June 2018, we sold one SNF with a carrying value of approximately $15.4 million subject to a direct financing lease to an unrelated third-party for approximately $15.4 million. On November 27, 2013, we closed an aggregate $529 million purchase/leaseback transaction in connection with the acquisition of Ark Holding Company, Inc. (“Ark Holding”) by 4 West Holdings Inc. At closing, we acquired 55 SNFs and 1 ALF operated by Ark Holding and leased the facilities back to Ark Holding, now known as New Ark Investment Inc. (“New Ark” which does business as “Orianna Health Systems” and is herein referred to as “Orianna”), pursuant to four 50 -year master leases with rental payments yielding 10.6% per annum over the term of the leases. The purchase/leaseback transaction is being accounted for as a direct financing lease. The 38 facilities remaining under our master leases with Orianna as of June 30, 2018 are located in seven states, predominantly in the southeastern U.S. ( 37 facilities) and Indiana ( 1 facility). Our recorded investment in these direct financing leases, net of the $172.2 million allowance, amounted to $337.7 million as of June 30, 2018. We have not recognized any direct financing lease income from Orianna for the period from July 1, 2017 through June 30, 2018. Orianna has not satisfied the contractual payments due under the terms of the remaining two direct financing leases or the separate operating lease covering four facilities with the Company and the collectability of future amounts due is uncertain. In March 2018, Orianna commenced voluntary Chapter 11 proceedings in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”). As described in Orianna’s filings with the Bankruptcy Court, we entered into a Restructuring Support Agreement (“RSA”) that was expected to form the basis for Orianna’s restructuring. The RSA provided for the recommencement, in April 2018, of partial rent payments at $1.0 million per month and established a specific timeline for the implementation of Orianna’s planned restructuring. The RSA provide d for the transition of 23 facilities to new operators and the potential sale of the remaining 19 facilities subject to the plan of reorganization as approved by the Bankruptcy Court. On July 2 5 , 2018, we terminated the RSA with Orianna. See Note 19 – Subsequent Events. To provide liquidity to Orianna during their Chapter 11 proceedings, we entered into a senior secured superpriority debtor-in-possession (“DIP”) credit agreement with Orianna for a revolving credit and term loan DIP facility of up to $30 million , which DIP facility was approved by the Bankruptcy Court on an interim basis on March 9, 2018 and on a final basis on May 14, 2018 . On July 23, 2018, we notified Orianna that it was in default under the DIP facility. See Note 5 – Other Investments and Note 19 – Subsequent Events . In 2017, we recorded an allowance for loss on direct financing leases of $172.2 million with Orianna covering 38 facilities in the Southeast region of the U.S. The amount of the allowance was determined based on the fair value of the facilities subject to the direct financing lease. To estimate the fair value of the underlying collateral, we utilized an income approach and Level 3 inputs. Our estimate of fair value assumed annual rents ranging between $32.0 million and $38.0 million, rental yields between 9% and 10% , current and projected operating performance of the facilities, coverage ratios and bed values. Such assumptions are subject to change based on changes in market conditions and the ultimate resolution of this matter. Such changes could be significantly different than the currently estimated fair value and such differences could have a material impact on our financial statements. In addition to our direct financing leases with Orianna, we own four facilities and lease them to Orianna under a master lease which expires in 2026 . The four facility lease is being accounted for as an operating lease. We have not recognized any income on this operating lease for the period from July 1, 2017 through June 30, 2018, as Orianna did not pay the contractual amounts due and collectability is uncertain. Our recorded investment in the four facilities subject to this operating lease was $37.3 million as of June 30, 2018. |
MORTGAGE NOTES RECEIVABLE
MORTGAGE NOTES RECEIVABLE | 6 Months Ended |
Jun. 30, 2018 | |
Mortgage Notes Receivable [Abstract] | |
MORTGAGE NOTES RECEIVABLE | NOTE 4 – MORTGAGE NOTES RECEIVABLE As of June 30, 2018, mortgage notes receivable relate to six fixed rate mortgage notes on 53 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 six states that are operated by five independent healthcare operating companies. We monitor compliance with mortgages and when necessary have initiated collection, foreclosure and other proceedings with respect to certain outstanding mortgage notes. Mortgage interest income is recognized as earned over the terms of the related mortgage notes, typically using the effective yield method. Allowances are provided against earned revenues from mortgage interest when collection of amounts due becomes questionable or when negotiations for restructurings of troubled operators lead to lower expectations regarding ultimate collection. When collection is uncertain, mortgage interest income on impaired mortgage loans is recognized as received after taking into account the application of security deposits. The principal amounts outstanding of mortgage notes receivable, net of allowances, were as follows: June 30, December 31, 2018 2017 (in thousands) Mortgage note due 2027 ; interest at 10.18% $ 112,500 $ 112,500 Mortgage notes due 2029 ; interest at 9.67% (1) 529,960 476,320 Other mortgage notes outstanding (2) 65,754 87,317 Mortgage notes receivable, gross 708,214 676,137 Allowance for loss on mortgage notes receivable (3) (4,905) (4,905) Total mortgages — net $ 703,309 $ 671,232 (1) Approximates the weighted average interest rate on 39 facilities. Two notes totaling approximately $15.2 million are construction mortgages maturing in 2018 and 2019 . The remaining loan balance matures in 2029 . (2) Other mortgage notes outstanding have a weighted average interest rate of 11.25% per annum and maturity dates between 2018 and 2028 . (3) The allowance for loss on mortgage notes receivable relates to one mortgage with an operator. The carrying value and fair value of the mortgage note receivable is approximately $1.5 million at June 30, 2018 and December 31, 2017. $112.5 Million of Mortgage Note due 2027 On January 17, 2014, we entered into a $112.5 million first mortgage loan with an existing operator. The loan is secured by 7 SNFs and 2 ALFs located in Pennsylvania (7) and Ohio (2). The mortgage is cross-defaulted and cross-collateralized with our existing master lease with the operator. In March 2018 , we extended the maturity date to January 31, 2027 and provided an option to extend the maturity for a five year period through January 31, 2032 and a second option to extend the maturity for a two year period through September 30, 2034 . $530.0 Million of Mortgage Notes due 2029 On June 30, 2014, we entered into a mortgage loan agreement with Ciena Healthcare (“Ciena”) to refinance/consolidate $117 million in existing mortgages with maturity dates ranging from 2021 to 2023 on 17 facilities into one mortgage and simultaneously provide mortgage financing for an additional 14 facilities. The $415 million mortgage (the “Master Mortgage”) matures in 2029 and is secured by 30 facilities. The Master Mortgage note bore an initial interest rate of 9.0% per annum which increases each year by 0.225% per annum . As of June 30, 2018, the outstanding principal balance of the Master Mortgage note is approximately $410.0 million and the interest rate is 9.68% per annum. Subsequent to June 30, 2014, the Company amended its Master Mortgage with Ciena to provide for additional borrowings in the form of incremental facility mortgages, construction and/or improvement mortgages with maturity dates in 2018 , 2019 and 2029 with initial annual interest rates ranging between 8.5% and 10% and fixed annual escalators of 2% or 2.5% over the prior year’s interest rate, or a fixed increase of 0.225% per annum . As of June 30, 2018 the outstanding principal balance of these mortgage notes are approximately $75.8 million. In June 2018, we amended the Master Mortgage with the addition of a $44.7 million mortgage note related to five SNFs located in Michigan. The mortgage note matures on June 30, 2029 and bears an initial annual interest rate of 9.5% which increases each year by 0.225% . As of June 30, 2018 the outstanding principal balance of this mortgage note is approximately $44.2 million. Additionally, the Company committed to fund an additional $9.6 million to Ciena if certain performance metrics are achieved by the portfolio. The mortgage notes with Ciena are cross-defaulted and cross-collateralized with our existing master lease and other investment notes with the operator. Mortgage notes paid off In January 2018, one of our operators repaid two construction loans with a total outstanding balance of approximately $21.2 million. These construction loans bore interest at 8.75% . |
OTHER INVESTMENTS
OTHER INVESTMENTS | 6 Months Ended |
Jun. 30, 2018 | |
Other Investments [Abstract] | |
OTHER INVESTMENTS | NOTE 5 – OTHER INVESTMENTS A summary of our other investments is as follows: June 30, December 31, 2018 2017 (in thousands) Other investment notes due 2018 - 2022 ; interest at 8.29% (1) $ 39,984 $ 15,115 Other investment notes due 2018 - 2023 ; interest at 10.59% (1) 39,166 40,985 Other investment notes due 2020 ; interest at 13.05% (1) 68,175 49,490 Other investment note due 2021 ; interest at 6.00% 39,689 7,000 Other investment notes due 2023 - 2030 ; interest at 7.24% (1) 62,800 64,050 Other investment note due 2023 ; interest at 12.00% 59,324 49,708 Other investment notes due 2024 - 2025 ; interest at 8.52% (1) 41,987 31,987 Other investment notes outstanding (2) 26,081 18,380 Other investments, gross 377,206 276,715 Allowance for loss on other investments (3) - (373) Total other investments $ 377,206 $ 276,342 (1) Approximate weighted average interest rate as of June 30, 2018. (2) Other investment notes have a weighted average interest rate of 8.55% and maturity dates through 2028 . (3) The allowance for loss on other investments relates to one loan with an operator that was fully reserved at December 31, 2017 and written off during the second quarter of 2018. Other investment notes due 2018 - 2022 In March 2018, we agreed to provide senior secured superpriority DIP financing to Orianna consisting of a $14.2 million term loan and a $15.8 million revolving credit facility. The DIP financing has been approved by the Bankruptcy Court. The DIP financing is secured by a security interest in and liens on substantially all of Orianna’s existing and future real and personal property. The $14.2 million term loan bears interest at 1-month LIBOR plus 5.5% per annum and matures on September 30, 2018 . Orianna has borrowed the full amount of the term loan to repay their previous secured working capital lender. As of June 30, 2018, approximately $14.2 million is outstanding on this term loan. The $15.8 million revolving credit facility bears interest at 1-month LIBOR plus 9.0% per annum and matures on September 30, 2018 . The borrowings under the revolving credit facility are to be used for general business expenses and other uses permitted under the loan documents. As of June 30, 2018, approximately $10.5 million is outstanding on this revolving credit facility. On July 23, 2018, we notified Orianna that it was in default under the DIP facility. See Note 19 – Subsequent Events. In May 2017, we provided Orianna an $18.8 million maximum borrowing secured revolving working capital loan that bears interest at 9% per annum (with one-half (1/2) of all accrued interest to be paid-in-kind and added to the loan balance) and matures on April 30, 2022 . This revolving working capital loan has a default rate of 5% per annum. As of June 30, 2018, approximately $15.2 million is outstanding on this revolving working capital loan. Pursuant to the Bankruptcy Court’s interim order approving the DIP financing, Orianna is obligated to pay one-half (1/2) of all accrued post-bankruptcy interest payable on this revolving working capital loan at the default rate. As of June 30, 2018, our total other investments outstanding with Orianna was approximately $40.0 million. Other investment notes due 2020 On July 29, 2016 , we provided Genesis HealthCare, Inc. (“Genesis”) a $48.0 million secured term loan bearing interest at LIBOR with a floor of 1% plus 13% maturing on July 29, 2020 . The $48.0 million term loan (and the $16.0 million term loan discussed below) is secured by a perfected first priority lien on and security interest in certain collateral of Genesis. The term loan required monthly principal payments of $0.25 million through July 2019, and $0.5 million from August 2019 through maturity. In addition, a portion of the monthly interest accrued to the outstanding principal balance of the loan. In November 2017, we provided Genesis forbearance through February 2018. The forbearance allowed for the deferral of principal payments and permitted Genesis to accrue all interest due to the outstanding principal balance of the loan. On March 6, 2018, we amended certain terms of the $48.0 million secured term loan. As of February 22, 2018, the $48.0 million term loan bears interest at a fixed rate of 14% per annum, of which 9% per annum will be paid-in-kind. Additionally, the amended term loan does not require monthly payments of principal. All principal and accrued and unpaid interest will be due at maturity on July 29, 2020 . As of June 30, 2018, approximately $52.0 million is outstanding on this term loan. Also on March 6, 2018, we provided Genesis an additional $16.0 million secured term loan bearing interest at a fixed rate of 10% per annum, of which 5% per annum will be paid-in-kind and matures on July 29, 2020 . As of June 30, 2018, approximately $16.2 million is outstanding on this term loan. As of June 30, 2018, our total other investments outstanding with Genesis was approximately $68.2 million. Other investment note due 2021 Simultaneously, with the sale of 12 SNFs to subsidiaries of an existing operator we provided a principal of the existing operator a $39.7 million unsecured loan bearing interest at 6% per annum that matures on May 31, 2021 . Commencing October 1, 2018 and the first day of each subsequent quarter, the loan requires principal payments of $0.6 million and additional quarterly principal payments of $0.3 million in the future. The borrower has one option to extend the loan to May 31, 2024 subject to an extension fee. A $7.0 million loan provided to the same principal in 2017 was repaid with proceeds from the $39.7 million loan. As of June 30, 2018, our total other investments outstanding with this principal borrower was approximately $39.7 million. Other investment note due 2023 On February 26, 2016, we acquired and funded a $50.0 million mezzanine loan at a discount of approximately $0.75 million. In May 2018, the Company amended the mezzanine loan with the borrower which is secured by an equity interest in subsidiaries of the borrower. As part of the refinancing, the Company increased the mezzanine loan by $10.0 million, extended the maturity date to May 31, 2023 and fixed the interest rate at 12% per annum. The mezzanine loan requires semi-annual principal payments of $2.5 million commencing December 31, 2018 (payments due each December 31 and June 30). As of June 30, 2018, our total other investments outstanding with this borrower was approximately $59.3 million. In connection with the amendment, the Company recognized fees of approximately $1.1 million of which $0.5 million was paid at closing with the remainder due at maturity. The discount and loan fee are deferred and recognized on an effective basis over the term of the loan. Other investment note due 2024-2025 On September 30, 2016, we acquired and amended a term loan with a fair value of approximately $37.0 million with Agemo Holdings LLC (“Agemo” an entity formed in May 2018 to silo the leases and loans formerly held by Signature Healthcare). A $5.0 million tranche of the term loan that bore interest at 13% per annum was repaid in August 2017. The remaining $32.0 million tranche of the term loan bears interest at 9% per annum and currently matures on December 31, 2024 . The $32.0 million term loan (and the $25.0 million working capital loan discussed below) is secured by a security interest in the collateral of Agemo. On May 7, 2018, the Company provided Agemo a $25.0 million secured working capital loan bearing interest at 7% per annum that matures on April 30, 2025 . The proceeds of the working capital loan are for paying operating expenses, settlement payments, fees, taxes and other costs approved by the Company. As of June 30, 2018, approximately $10.0 million is outstanding on this working capital loan. Our total loans outstanding with Agemo at June 30, 2018 approximate $42.0 million. On May 7, 2018, the Company also provided principals of Agemo a one year unsecured $2.8 million loan. The proceeds were used to pay down contractual receivables outstanding. Other investments note On December 28, 2017, we provided $10.0 million of financing to a third-party to acquire ten SNFs previously owned by us. The loan bears interest at 10% per annum and requires principal payments of $5.0 million in December 2018, $2.0 million in December 2019 and $3.0 million at maturity in December 2020. In March 2018, the third-party buyer repaid $5.0 million related to this financing. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 6 Months Ended |
Jun. 30, 2018 | |
Variable Interest Entities [Abstract] | |
VARIABLE INTEREST ENTITIES | NOTE 6 – V ARIABLE INTEREST E NTITIES As of June 30, 2018, Orianna and Agemo are VIEs. Below is a summary of our assets and liabilities associated with each operator as of June 30, 2018: Operator Orianna Agemo (in thousands) Assets Real estate investments - net $ 37,286 $ 409,450 Investments in direct financing leases - net 337,705 - Other investments - net 39,984 41,987 Contractual receivables - net 279 17,574 Straight-line rent receivables - 28,737 Above market lease - 4 Subtotal 415,254 497,752 Liabilities Letters of credit - (9,253) Subtotal - (9,253) Collateral Personal guarantee - (15,000) Other collateral (399,926) (409,450) Subtotal (399,926) (424,450) Maximum exposure to loss $ 15,328 $ 64,049 In determining our maximum exposure to loss from these VIEs , we considered the underlying fair value of the real estate subject to leases with these operators and other collateral, if any, supporting our other investments , which may include accounts receivable, security deposits, letter s of credit or personal guarantee s, if any . See Note 5 – Other Investments regarding the terms of other investments with these two operators. The Company has also committed to provide Agemo with up to approximately $13.6 million of capital expenditure funding through 202 1 to be used for general maintenance and capital improvements for our facilities. As of June 30, 2018, approximately $13.1 million of the $13.6 million remains unfunded by the Company. The table below reflects our total revenues from Orianna and Agemo for the three and six months ended June 3 0, 2018: Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Operator Operator Orianna Agemo Orianna Agemo (in thousands) Revenue Rental income $ - $ 14,860 $ - $ 29,711 Other investment income 1,145 828 1,664 1,548 Total $ 1,145 $ 15,688 $ 1,664 $ 31,259 |
INVESTMENT IN UNCONSOLIDATED JO
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE | 6 Months Ended |
Jun. 30, 2018 | |
Investment in Unconsolidated Joint Venture [Abstract] | |
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE | NOTE 7 – INVESTMENT IN UNCONSOLIDATED JOINT VENTURE On November 1, 2016, we invested approximately $50.0 million for an approximate 15% ownership interest in a joint venture operating as Second Spring Healthcare Investments. The other approximate 85% interest is owned by affiliates of Lindsey Goldberg LLC. We account for our investment in the joint venture using the equity method. On November 1, 2016, the joint venture acquired 64 SNFs for approximately $1.1 billion and leased them to Genesis. During the second quarter of 2018, the joint venture sold 12 SNF facilities subject to an operating lease for approximately $149.3 million in net cash proceeds and recognized a loss on sale of approximately $4.4 million. We receive asset management fees from the joint venture for services provided. For the three months ended June 30, 2018 and 2017, we recognized $0.5 million of asset management fees in each period . F or the six months ended June 30, 2018 and 2017, we recognized $ 1.0 million of asset management fees in each period. These fees are included in miscellaneous income in the accompanying Consolidated Statements of Operations. The accounting policies for the unconsolidated joint venture are the same as those of the Company. |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 6 Months Ended |
Jun. 30, 2018 | |
Assets Held for Sale [Abstract] | |
ASSETS HELD FOR SALE | NOTE 8 – ASSETS HELD FOR SALE The following is a summary of our assets held for sale: Properties Held For Sale Number Net Book of Value Properties (in thousands) December 31, 2017 22 $ 86,699 Properties sold/other (1) (5) (9,307) Properties added (2) 16 66,027 March 31, 2018 33 143,419 Properties sold/other (1) (33) (143,419) Properties added (2) 3 3,782 June 30, 2018 (3) 3 $ 3,782 (1) In the first quarter of 2018, we sold five facilities for approximately $13.1 million in net cash proceeds recognizing a gain on sale of approximately $3.5 million . In the second quarter of 2018, we sold 33 facilities for approximately $96.4 million in net cash proceeds recognizing a gain on sale of approximately $3.5 million. (2) In the first quarter of 2018, we recorded $3.5 million of impairments to reduce 16 facilities and one ancillary building’s net book value to their estimated fair values less costs to sell before they were reclassified to assets held for sale. In the second quarter of 2018, we recorded approximately $2.5 million of impairments to reduce three facilities net book value to their estimated fair values less cost to sell before they were reclassified to assets held for sale. (3) We plan to sell the facilities classified as assets held for sale at June 30 , 2018 within the next twelve months. |
INTANGIBLES
INTANGIBLES | 6 Months Ended |
Jun. 30, 2018 | |
Intangibles [Abstract] | |
INTANGIBLES | NOTE 9 – INTANGIBLES The following is a summary of our intangibles as of June 30, 2018 and December 31, 2017 : June 30, December 31, 2018 2017 (in thousands) Assets: Goodwill $ 644,369 $ 644,690 Above market leases $ 22,426 $ 22,426 In-place leases 167 167 Accumulated amortization (17,541) (17,059) Net intangible assets $ 5,052 $ 5,534 Liabilities: Below market leases $ 161,286 $ 164,443 Accumulated amortization (89,584) (83,824) Net intangible liabilities $ 71,702 $ 80,619 Above market leases and in-place leases, net of accumulated amortization, are included in other assets on our Consolidated Balance Sheets. Below market leases, net of accumulated amortization, are included in accrued expenses and other liabilities on our Consolidated Balance Sheets. The net amortization related to the above and below market leases is included in our Consolidated Statements of Operations as an adjustment to rental income. For the three months ended June 30, 2018 and 2017, our net amortization related to intangibles was $2.6 million and $3.1 million, respectively. For the six months ended June 30, 2018 and 2017, our net amortization related to intangibles was $5.3 million and $6.2 million, respectively. The estimated net amortization related to these intangibles for the remainder of 2018 and the subsequent four years is as follows: remainder of 2018 – $4.3 million; 2019 – $8.2 million; 2020 – $8.0 million; 2021 – $7.6 million and 2022 – $7.0 million. As of June 30, 2018, the weighted average remaining amortization period of above market leases and below market leases is approximately seven years and nine years, respectively. The following is a summary of our goodwill as of June 30, 2018: (in thousands) Balance as of December 31, 2017 $ 644,690 Less: foreign currency translation (321) Balance as of June 30, 2018 $ 644,369 |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 6 Months Ended |
Jun. 30, 2018 | |
Concentration of Risk [Abstract] | |
CONCENTRATION OF RISK | NOTE 10 – CONCENTRATION OF RISK As of June 30, 2018, our portfolio of real estate investments consisted of 936 healthcare facilities, located in 41 states and the U.K. and operated by 67 third-party operators. Our investment in these facilities, net of impairments and allowances, totaled approximately $8.6 billion at June 30, 2018, with approximately 99% of our real estate investments related to long-term care facilities. Our portfolio is made up of 748 SNFs, 117 ALFs, 14 specialty facilities, one medical office building, fixed rate mortgages on 51 SNFs and two ALFs, and three facilities that are held for sale. At June 30, 2018, we also held other investments of approximately $377.2 million, consisting primarily of secured loans to third-party operators of our facilities and a $32.8 million investment in an unconsolidated joint venture. At June 30, 2018, we had investments with one operator/or manager that exceeded 10% of our total investments: Ciena. Ciena also generated approximately 10% of our total revenues for the three and six months ended June 30, 2018 and 2017. At June 30, 2018, the three states in which we had our highest concentration of investments were Texas ( 10% ), Florida ( 10% ) and Michigan ( 8% ). |
STOCKHOLDERS'_OWNERS' EQUITY
STOCKHOLDERS'/OWNERS' EQUITY | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' / Owners' Equity [Abstract] | |
STOCKHOLDERS'/OWNERS' EQUITY | NOTE 1 1 – STOCKHOLDERS’/OWNERS’ EQUITY The Board of Directors has declared common stock dividends as set forth below: Record Payment Dividend per Date Date Common Share January 31, 2018 February 15, 2018 $ 0.66 April 30, 2018 May 15, 2018 0.66 July 31, 2018 August 15, 2018 0.66 On the same dates listed above, Omega OP Unit holders received the same distributions per unit as those paid to the common stockholders of Omega. $500 Million Equity Shelf Program For the three months ended June 30, 2018, we issued 0.9 million shares of our common stock at an average price of $30.19 per share, net of issuance costs, generating net proceeds of $27.5 million under our $500 million Equity Shelf Program. For the six months ended June 30, 2018, we issued 0.9 million shares of our common stock at an average price of $30.16 per share, net of issuance costs, generating net proceeds of $27.5 million under our $500 million Equity Shelf Program. Dividend Reinvestment and Common Stock Purchase Plan For the three months ended June 30, 2018, approximately 0.8 million shares of our common stock at an average price of $29.22 per share were issued through our Dividend Reinvestment and Common Stock Purchase Plan for gross proceeds of approximately $22.2 million. For the six months ended June 30, 2018, approximately 0.9 million shares of our common stock at an average price of $28.55 per share were issued through our Dividend Reinvestment and Common Stock Purchase Plan for gross proceeds of approximately $27.1 million. Accumulated Other Comprehensive Loss The following is a summary of our accumulated other comprehensive loss, net of tax where applicable: As of and For the As of and For the Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Foreign Currency Translation: Beginning balance $ (11,015) $ (50,614) $ (25,993) $ (54,948) Translation (loss) gain (24,383) 10,195 (9,464) 14,468 Realized (loss) gain (66) 79 (7) 140 Ending balance (35,464) (40,340) (35,464) (40,340) Derivative Instruments: Cash flow hedges: Beginning balance 5,951 (166) 1,463 (1,420) Unrealized gain (loss) 1,735 (1,840) 5,970 (1,350) Realized gain (1) 53 626 306 1,390 Ending balance 7,739 (1,380) 7,739 (1,380) Net investment hedge: Beginning balance (12,219) - (7,110) - Unrealized gain (loss) 8,296 (2,193) 3,187 (2,193) Ending balance (3,923) (2,193) (3,923) (2,193) Total accumulated other comprehensive loss for Omega OP (2) (31,648) (43,913) (31,648) (43,913) Add: portion included in noncontrolling interest 1,491 2,010 1,491 2,010 Total accumulated other comprehensive loss for Omega $ (30,157) $ (41,903) $ (30,157) $ (41,903) (1) Recorded in interest expense on the Consolidated Statements of Operations. (2) These amounts are included in owners’ equity. |
TAXES
TAXES | 6 Months Ended |
Jun. 30, 2018 | |
Taxes [Abstract] | |
TAXES | NOTE 1 2 – TAXES Omega is a REIT for United States federal income tax purposes, and Omega OP is a pass through entity for United States federal income tax purposes. Since our inception, Omega has elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code (“Code”). A REIT is generally not subject to federal income tax on that portion of its REIT taxable income which is distributed to its stockholders, provided that at least 90% of such taxable income is distributed each tax year and certain other requirements are met, including asset and income tests. So long as we qualify as a REIT under the Code, we generally will not be subject to federal income taxes on the REIT taxable income that we distribute to stockholders, subject to certain exceptions. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income taxes on its taxable income at regular corporate rates and dividends paid to our stockholders will not be deductible by us in computing taxable income. Further, we would not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which qualification is denied, unless the Internal Revenue Service grants us relief under certain statutory provisions. Failing to qualify as a REIT could materially and adversely affect the Company’s net income; however, we believe we are organized and operate in such a manner as to qualify for treatment as a REIT. We test our compliance within the REIT taxation rules to ensure that we are in compliance with the REIT rules on a quarterly and annual basis. We review our distributions and projected distributions each year to ensure we have met and will continue to meet the annual REIT distribution requirements. In 2018, we expect to pay dividends in excess of our taxable income. Subject to the limitation under the REIT asset test rules, we are permitted to own up to 100% of the stock of one or more taxable REIT subsidiaries (“TRSs”). We have elected for two of our active subsidiaries to be treated as TRSs. One of our TRSs is subject to federal, state and local income taxes at the applicable corporate rates and the other is subject to foreign income taxes. As of June 30, 2018, our TRS that is subject to federal, state and local income taxes at the applicable corporate rates had a net operating loss carry-forward of approximately $5.8 million. The loss carry-forward is fully reserved as of June 30, 2018, with a valuation allowance due to uncertainties regarding realization. Our net operating loss carryforwards will be carried forward for no more than 20 years . For the three months ended June 30, 2018 and 2017, we recorded approximately $0.2 million and $0.5 million, respectively, of state and local income tax provision. For the six months ended June 30, 2018 and 2017, we recorded approximately $0.3 million and $1.5 million, respectively, of state and local income tax provision. For the three months ended June 30, 2018 and 2017, we recorded approximately $0.6 million and $ 0.1 million , respectively, of tax provision for foreign income taxes. For the six months ended June 30, 2018 and 2017, we recorded approximately $1.0 million and $0.2 million, respectively, of tax provision for foreign income taxes. The expenses were included in income tax expense on our Consolidated Statements of Operations. On December 22, 2017, the Tax Cuts and Jobs Act (the "Tax Act") was enacted. The Tax Act includes numerous changes to existing U.S. tax law, including lowering the statutory U.S. federal corporate income tax rate from 35% to 21% effective January 1, 2018. The Company has completed its preliminary assessment of these changes, and has determined that there is an immaterial impact to the consolidated financial statements. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2018 | |
Stock-Based Compensation [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 1 3 – STOCK-BASED COMPENSATION On June 8, 2018, at our Company’s Annual Meeting, our stockholders approved the 20 18 Stock Incentive Plan (the “2018 Plan”), which amended and restated the Company’s 2013 Stock Incentive Plan (the “2013 Plan”). The 2018 Plan is a comprehensive incentive compensation plan that allows for various types of equity-based compensation, including restricted stock units (including performance-based restricted stock units), stock awards (including restricted stock), deferred restricted stock units, incentive stock options, non-qualified stock options, stock appreciation rights, dividend equivalent rights, performance unit awards, certain cash-based awards (including performance-based cash awards) and other stock-based awards. The 2018 Plan increase s the number of shares of common stock available for issuance under the 2013 Plan by 4.5 million . The following is a summary of our stock-based compensation expense for the three and six months ended June 30, 2018 and 2017, respectively: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Stock-based compensation expense $ 4,089 $ 3,734 $ 8,145 $ 7,478 Restricted Stock and Restricted Stock Units Restricted stock and restricted stock units (“RSUs”) are subject to forfeiture if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of service or a change in control of the Company. Prior to vesting, ownership of the shares/units cannot be transferred. Restricted stock has the same dividend and voting rights as our common stock. RSUs accrue dividend equivalents but have no voting rights. Restricted stock and RSUs are valued at the price of our common stock on the date of grant. We expense the cost of these awards ratably over their vesting period. We awarded 169,900 RSUs to employees on January 1, 2018. Performance Restricted Stock Units and LTIP Units Performance restricted stock units (“PRSUs”) and long term incentive plan units (“LTIP Units”) are subject to forfeiture if the performance requirements are not achieved or if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. The PRSUs and the LTIP Units have varying degrees of performance requirements to achieve vesting, and each PRSU and LTIP Units award represents the right to a variable number of shares of common stock or partnership units. Each LTIP Unit once earned and vested is convertible into one Omega OP Unit in Omega OP, subject to certain conditions. The vesting requirements are based on either the (i) total shareholder return (“TSR”) of Omega or (ii) Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index for awards before 2016 and in the FTSE NAREIT Equity Health Care Index for awards granted in or after 2016 (both “Relative TSR”). Vesting, in general, requires that the employee remain employed by us until the date specified in the applicable PRSU or LTIP agreement, which may be later than the date that the TSR or Relative TSR requirements are satisfied. We expense the cost of these awards ratably over their service period. Prior to vesting and the distribution of shares, ownership of the PRSUs cannot be transferred. Dividends on the PRSUs are accrued and only paid to the extent the applicable performance requirements are met. While each LTIP Unit is unearned, the employee receives a partnership distribution equal to 10% of the quarterly approved regular periodic distributions per Omega OP Unit. The remaining partnership distributions (which in the case of normal periodic distributions is equal to the total approved quarterly dividend on Omega’s common stock) on the LTIP Units accumulate, and if the LTIP Units are earned, the accumulated distributions are paid. The number of shares or units earned under the TSR PRSUs or LTIP Units depends generally on the level of achievement of Omega’s TSR over the indicated performance period. We awarded 677,488 LTIP Units to employees on January 1, 2018. The number of shares earned under the Relative TSR PRSUs depends generally on the level of achievement of Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index or FTSE NAREIT Equity Health Care Index TSR over the performance period indicated. We awarded 334,544 Relative TSR PRSUs to employees on January 1, 2018. The following table summarizes our total unrecognized compensation cost as of June 30, 2018 associated with RSUs, PRSU awards, and LTIP Unit awards to employees: Grant Date Total Weighted Average Unrecognized Average Compensation Period of Expense Compensation Grant Shares Fair Value Cost Recognition Cost Performance Vesting Year / Units Per Unit/ Share (in millions) (1) (in months) (in millions) Period Dates RSUs 3/17/16 RSU 2016 130,006 $ 34.78 $ 4.50 33 $ 0.80 N/A 12/31/2018 1/1/2017 RSU 2017 140,416 31.26 4.40 36 2.20 N/A 12/31/2019 1/1/2018 RSU 2018 169,900 27.54 4.70 36 3.90 N/A 12/31/2020 Restricted Stock Units Total 440,322 $ 30.86 $ 13.60 $ 6.90 TSR PRSUs and LTIP Units 3/31/15 2017 LTIP Units 2015 137,249 $ 14.66 $ 2.00 45 $ 0.30 1/1/2015-12/31/2017 Quarterly in 2018 4/1/2015 2017 LTIP Units 2015 53,387 14.81 0.80 45 0.10 1/1/2015-12/31/2017 Quarterly in 2018 3/17/2016 2018 LTIP Units 2016 370,152 13.21 4.90 45 1.90 1/1/2016-12/31/2018 Quarterly in 2019 1/1/2017 2019 LTIP Units 2017 399,726 12.61 5.00 48 3.20 1/1/2017-12/31/2019 Quarterly in 2020 1/1/2018 2020 LTIP Units 2018 677,488 7.31 5.00 48 4.30 1/1/2018-12/31/2020 Quarterly in 2021 TSR PRSUs & LTIP Total 1,638,002 $ 10.80 $ 17.70 $ 9.80 Relative TSR PRSUs 3/31/15 2017 Relative TSR 2015 137,249 $ 22.50 $ 3.10 45 $ 0.40 1/1/2015-12/31/2017 Quarterly in 2018 4/1/2015 2017 Relative TSR 2015 53,387 22.92 1.20 45 0.20 1/1/2015-12/31/2017 Quarterly in 2018 3/17/2016 2018 Relative TSR 2016 305,563 16.44 5.00 45 2.00 1/1/2016-12/31/2018 Quarterly in 2019 1/1/2017 2019 Relative TSR 2017 285,338 18.04 5.10 48 3.20 1/1/2017-12/31/2019 Quarterly in 2020 1/1/2018 2020 Relative TSR 2018 334,544 16.65 5.60 48 4.80 1/1/2018-12/31/2020 Quarterly in 2021 Relative TSR PRSUs Total 1,116,081 $ 17.97 $ 20.00 $ 10.60 Grand Total 3,194,405 $ 16.07 $ 51.30 $ 27.30 (1) Total shares/units and compensation costs are net of shares/units cancelled. (2) This table excludes approximately $1.5 million of unrecognized compensation costs related to outstanding director restricted stock grants . |
BORROWING ACTIVITIES AND ARRANG
BORROWING ACTIVITIES AND ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2018 | |
Borrowing Activities and Arrangements [Abstract] | |
BORROWING ACTIVITIES AND ARRANGEMENTS | NOTE 14 – BORROWING ACTIVITIES AND ARRANGEMENTS Secured and Unsecured Borrowings The following is a summary of our borrowings: Annual Interest Rate as of June 30, June 30, December 31, Maturity 2018 2018 2017 (in thousands) Secured borrowings: HUD mortgages assumed December 2011 2044 - $ - $ 53,666 Deferred financing costs – net - (568) Total secured borrowings – net (1) - 53,098 Unsecured borrowings: Revolving line of credit 2021 3.29% 220,000 290,000 U.S. term loan 2022 3.54% 425,000 425,000 Sterling term loan (2) 2022 1.95% 132,030 135,130 Omega OP term loan (1) 2022 3.54% 100,000 100,000 2015 term loan 2022 3.80% 250,000 250,000 Discounts and deferred financing costs – net (3) (4,862) (5,460) Total term loans – net 902,168 904,670 2023 notes 2023 4.375% 700,000 700,000 2024 notes 2024 4.950% 400,000 400,000 2025 notes 2025 4.500% 400,000 400,000 2026 notes 2026 5.250% 600,000 600,000 2027 notes 2027 4.500% 700,000 700,000 2028 notes 2028 4.750% 550,000 550,000 Other 2018 - - 1,500 Subordinated debt 2021 9.000% 20,000 20,000 Discount – net (19,798) (21,073) Deferred financing costs – net (24,313) (26,037) Total senior notes and other unsecured borrowings – net 3,325,889 3,324,390 Total unsecured borrowings - net 4,448,057 4,519,060 Total secured and unsecured borrowings – net (4) $ 4,448,057 $ 4,572,158 (1) These amounts represent borrowings that were incurred by Omega OP or wholly owned subsidiaries of Omega OP. (2) This borrowing is denominated in British Pounds Sterling. (3) The amount includes $0.5 million of net deferred financing costs related to the Omega OP term loan as of June 30, 2018. (4) All borrowings are direct borrowings of Omega unless otherwise noted. HUD Mortgage Disposition On June 1, 2018, subsidiaries of an existing operator assumed approximately $53 million of our indebtedness guaranteed by HUD that secured 12 separate facilities located in Arkansas. In connection with our disposition of the mortgages we wrote-off approximately $0.6 million of unamortized deferred costs that are recorded in (Loss) gain on assets sold – net on our Consolidated Statement of Operations. These fixed rate mortgages had a weighted average interest rate of approximately 3.06% per annum and matured in July 2044 . See Note 2 – Properties and Investments. Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of June 30, 2018 and December 31, 2017, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings . Omega OP, the guarantor of Parent’s outstanding senior notes, does not directly own any substantive assets other than its interest in non-guarantor subsidiaries. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2018 | |
Financial Instruments [Abstract] | |
FINANCIAL INSTRUMENTS | NOTE 1 5 – FINANCIAL INSTRUMENTS The net carrying amount of cash and cash equivalents, restricted cash , contractual receivables and accrued expenses and other liabilities reported in the Consolidated Balance Sheets approximates fair value because of the short maturity of these instruments (Level 1). At June 30, 2018 and December 31, 2017, the net carrying amounts and fair values of our other financial instruments were as follows: June 30, 2018 December 31, 2017 Carrying Fair Carrying Fair Amount Value Amount Value Assets: (in thousands) Investments in direct financing leases – net $ 349,465 $ 349,465 $ 364,965 $ 364,965 Mortgage notes receivable – net 703,309 726,016 671,232 686,772 Other investments – net 377,206 373,842 276,342 281,031 Total $ 1,429,980 $ 1,449,323 $ 1,312,539 $ 1,332,768 Liabilities: Revolving line of credit $ 220,000 $ 220,000 $ 290,000 $ 290,000 U.S. term loan 422,782 425,000 422,498 425,000 Sterling term loan 131,347 132,030 134,360 135,130 Omega OP term loan (1) 99,488 100,000 99,423 100,000 2015 term loan 248,551 250,000 248,390 250,000 4.375% notes due 2023 – net 694,059 694,736 693,474 711,190 4.95% notes due 2024 – net 394,186 406,220 393,680 420,604 4.50% notes due 2025 – net 395,021 390,337 394,640 399,874 5.25% notes due 2026 – net 594,674 605,460 594,321 625,168 4.50% notes due 2027 – net 687,248 666,345 686,516 681,007 4.75% notes due 2028 – net 540,379 529,727 539,882 550,667 HUD debt – net (1) - - 53,098 51,817 Subordinated debt – net 20,322 23,253 20,376 23,646 Other - - 1,500 1,500 Total $ 4,448,057 $ 4,443,108 $ 4,572,158 $ 4,665,603 (1) These amounts represent borrowings that were incurred by Omega OP or wholly owned subsidiaries of Omega OP. Fair value estimates are subjective in nature and are dependent on a number of important assumptions, including estimates of future cash flows, risks, discount rates and relevant comparable market information associated with each financial instrument (see Note 2 – Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2017). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. The following methods and assumptions were used in estimating fair value disclosures for financial instruments. · Direct financing leases: The fair value of the investments in direct financing leases are estimated using a discounted cash flow analysis, using interest rates being offered for similar leases to borrowers with similar credit ratings (Level 3). In addition, the Company may estimate the fair value of its investment based on the estimated fair value of the collateral using a market approach or an income approach which considers inputs such as, current and projected operating performance of the facilities, projected rent, prevailing capitalization rates and/or coverages and bed values (Level 3). · Mortgage notes receivable: The fair value of the mortgage notes receivables are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3). · Other investments: Other investments are primarily comprised of notes receivable. The fair values of notes receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3). · Revolving line of credit and term loans: The fair value of our borrowings under variable rate agreements are estimated using a present value technique based on expected cash flows discounted using the current market rates (Level 3). · Senior notes and subordinated debt: The fair value of our borrowings under fixed rate agreements are estimated using a present value technique based on inputs from trading activity provided by a third-party (Level 2). · HUD debt: The fair value of our borrowings under HUD debt agreements are estimated using an expected present value technique based on quotes obtained by HUD debt brokers (Level 2) . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 1 6 – COMMITMENTS AND CONTINGENCIES Litigation On November 16, 2017 , a purported securities class action complaint captioned Dror Gronich v. Omega Healthcare Investors, Inc., C. Taylor Pickett, Robert O. Stephenson, and Daniel J. Booth was filed against the Company and certain of its officers in the United States District Court for the Southern District of New York , Case No. 1:17-cv-08983-NRB (the “Gronich Securities Class Action”). On November 17, 2017 , a second purported securities class action complaint captioned Steve Klein v. Omega Healthcare Investors, Inc., C. Taylor Pickett, Robert O. Stephenson, and Daniel J. Booth was filed against the Company and the same officers in the United States District Court for the Southern District of New York , Case No. 1:17-cv-09024-NRB (together with the Gronich Class Action, the “Securities Class Action”). Thereafter, the Court considered a series of applications by various shareholders to be named lead plaintiff, consolidated the two actions and designated Royce Setzer as the lead plaintiff. Pursuant to a Scheduling Order entered by the Court, lead p laintiff Setzer and additional plaintiff Earl Holtzman filed a Consolidated Amended Class Action Complaint on May 25, 2018 (the “Amended Complaint”). The Securities Class Action purports to be a class action brought on behalf of shareholders who acquired the Company’s securities between May 3, 2017 and October 31, 2017. The Securities Class Action alleges that the defendants violated the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by making materially false and/or misleading statements, and by failing to disclose material adverse facts about the Company’s business, operations, and prospects, including the financial and operating results of one of the Company’s operators, the ability of such operator to make timely rent payments, and the impairment of certain of the Company’s leases and the uncollectibility of certain receivables. The Securities Class Action, which purports to assert claims for violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, as well as Section 20(a) of the Exchange Act, seeks an unspecified amount of monetary damages, interest, fees and expenses of attorneys and experts, and other relief. The Company and the officers named in the Amended Complaint filed a Motion to Dismiss on July 17, 2018. Briefing on the Motion to Dismiss is to be completed by September 14, 2018. Although the Company denies the material allegations of the Securities Class Action and intends to vigorously pursue its defense, we are in the very early stages of this litigation and are unable to predict the outcome of the case or to estimate the amount of potential costs. The Company’s Board of Directors received a demand letter, dated April 9, 2018, from an attorney for a purported current shareholder of the Company relating to the subject matter covered by the Securities Class Action (the “Shareholder Demand”). The letter demanded that the Board of Directors conduct an investigation into the statements and other matters at issue in the Securities Class Action and commence legal proceedings against each party identified as being responsible for the alleged activities. The Board of Directors is reviewing the Shareholder Demand to determine the appropriate course of action. In addition, we are subject to various other legal proceedings, claims and other actions arising out of the normal course of business. While any legal proceeding or claim has an element of uncertainty, management believes that the outcome of each lawsuit, claim or legal proceeding that is pending or threatened, or all of them combined, will not have a material adverse effect on our consolidated financial position or results of operations. Commitments We have committed to fund the construction of new leased and mortgaged facilities and other capital improvements. We expect the funding of these commitments to be completed over the next several years. Our remaining commitments at June 30, 2018, are outlined in the table below (in thousands): Total commitment $ 730,009 Amounts funded (1) (450,050) Remaining commitment $ 279,959 (1) Includes finance costs . |
EARNINGS PER SHARE_UNIT
EARNINGS PER SHARE/UNIT | 6 Months Ended |
Jun. 30, 2018 | |
Earnings per Share/Unit [Abstract] | |
EARNINGS PER SHARE/UNIT | NOTE 1 7 – EARNINGS PER SHARE/UNIT The computation of basic earnings per share/unit (“EPS” or “EPU”) is computed by dividing net income available to common stockholders/Omega OP Unit holders by the weighted-average number of shares of common stock/Omega OP Units outstanding during the relevant period. Diluted EPS/EPU is computed using the treasury stock method, which is net income divided by the total weighted-average number of common outstanding shares/Omega OP Units plus the effect of dilutive common equivalent shares/units during the respective period. Dilutive common shares/Omega OP Units reflect the assumed issuance of additional common shares pursuant to certain of our share-based compensation plans, including stock options, restricted stock and performance restricted stock units and the assumed issuance of additional shares related to Omega OP Units held by outside investors. Dilutive Omega OP Units reflect the assumed issuance of additional Omega OP Units pursuant to certain of our share-based compensation plans, including stock options, restricted stock and performance restricted stock. The following tables set forth the computation of basic and diluted earnings per share/unit: Omega Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands, except per share amounts) Numerator: Net income $ 81,986 $ 68,157 $ 169,919 $ 177,269 Less: net income attributable to noncontrolling interests (3,450) (2,900) (7,163) (7,572) Net income available to common stockholders $ 78,536 $ 65,257 $ 162,756 $ 169,697 Denominator: Denominator for basic earnings per share 199,497 197,433 199,204 197,223 Effect of dilutive securities: Common stock equivalents 197 467 167 407 Noncontrolling interest – Omega OP Units 8,766 8,772 8,768 8,793 Denominator for diluted earnings per share 208,460 206,672 208,139 206,423 Earnings per share – basic: Net income available to common stockholders $ 0.39 $ 0.33 $ 0.82 $ 0.86 Earnings per share – diluted: Net income $ 0.39 $ 0.33 $ 0.82 $ 0.86 Omega OP Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands, except per share amounts) Numerator: Net income $ 81,986 $ 68,157 $ 169,919 $ 177,269 Denominator: Denominator for basic earnings per unit 208,263 206,205 207,972 206,016 Effect of dilutive securities: Omega OP Unit equivalents 197 467 167 407 Denominator for diluted earnings per unit 208,460 206,672 208,139 206,423 Earnings per unit – basic: Net income available to Omega OP Unit holders $ 0.39 $ 0.33 $ 0.82 $ 0.86 Earnings per unit – diluted: Net income $ 0.39 $ 0.33 $ 0.82 $ 0.86 |
SUPPLEMENTAL DISCLOSURE TO CONS
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Disclosure to Consolidated Statements of Cash Flows [Abstract] | |
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS | NOTE 18 – SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS The following are supplemental disclosures to the consolidated statements of cash flows for the six months ended June 30, 2018 and 2017: Six Months Ended June 30, 2018 2017 (in thousands) Reconciliation of cash and cash equivalents and restricted cash: Cash and cash equivalents $ 10,951 $ 21,031 Restricted cash 2,598 12,203 Cash, cash equivalents and restricted cash at end of period $ 13,549 $ 33,234 Supplemental information: Interest paid during the period, net of amounts capitalized $ 108,317 $ 97,610 Taxes paid during the period $ 2,072 $ 2,032 Non cash investing activities Non cash acquisition of real estate (See Note 2) $ (880) $ (9,430) Non cash proceeds from sale of real estate investments (See Note 2) 53,118 - Non cash investment in other investments (See Note 5) (11,026) - Non cash proceeds from other investments (see Note 5) 7,000 (6,353) Total $ 48,212 $ (15,783) Non cash financing activities Non cash disposition of other long-term borrowings (See Note 14) $ (53,118) $ - Change in fair value of cash flow hedges 6,233 (108) Remeasurement of debt denominated in a foreign currency (3,100) 2,190 Total $ (49,985) $ 2,082 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 1 9 – SUBSEQUENT EVENTS On July 23, 2018, Omega notified Orianna that it was in default under the DIP facility and, as a result of such default , Omega (a) declared the amounts owing under the DIP facility to be immediately due and payable, (b) terminated the DIP facility and any further commitment of Omega to extend credit to Orianna under the DIP facility, and (c) restricted Orianna’s use of cash collateral solely to payment of those amounts contained in a budget approved by Omega. Omega also informed Orianna that while Omega did not (as of such date) intend to immediately collect amounts owing under the DIP facility, Omega may at any time in the future exercise further rights and remedies under the DIP facility. On July 25, 2018, Omega terminated the restructuring support agreement with its tenant 4 West Holdings and the sponsor of Orianna’s restructuring plan . The Company is evaluating and/or pursuing alternative courses of action to protect its assets and shareholder value, and working with operators to protect the interests of residents of the facilities. On July 1, 2018, we transitioned the legacy Orianna portfolio in Mississippi ( 13 facilities) to an existing Omega operator with a nnual contractual rent of $12 million and o n August 1 , 2018, a legacy Orianna facility in Indiana was transitioned to an existing operator with annual contractual rent of $0.5 million. |
BASIS OF PRESENTATION AND SIG29
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our latest Annual Report on Form 10-K filed with the SEC on February 23, 2018. Omega’s consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, and (iii) all direct and indirect wholly owned subsidiaries of Omega. All intercompany transactions and balances have been eliminated in consolidation , and Omega’s net earnings are reduced by the portion of net earnings attributable to noncontrolling interests. Omega OP’s consolidated financial statements include the accounts of (i) Omega OP, and (ii) all direct and indirect wholly owned subsidiaries of Omega OP. All intercompany transactions and balances have been eliminated in consolidation . |
Variable Interest Entities | Variable Interest Entities GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. Our variable interests in VIEs may be in the form of equity ownership, leases, guarantees and/or loans with our operators. We analyze our agreements and investments to determine whether our operators or unconsolidated joint venture are VIEs and, if so, whether we are the primary beneficiary. We consolidate a VIE when we determine that we are its primary beneficiary. We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. Factors considered in determining whether we are the primary beneficiary of an entity include: (i) our voting rights, if any; (ii) our involvement in day-to-day capital and operating decisions; (iii) our risk and reward sharing; (iv) the financial condition of the operator or joint venture and (iv) our representation on the VIE’s board of directors. We perform this analysis on an ongoing basis. As of June 30, 2018, we have not consolidated any VIEs, as we do not have the power to direct the activities of any VIEs that most significantly impact their economic performance and we do not have the obligation to absorb losses or receive benefits of the VIEs that could be significant to the entity. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with a maturity date of three months or less when purchased. These investments are stated at cost, which approximates fair value. The majority of our cash, cash equivalents and restricted cash are held at major commercial banks. Certain cash account balances exceed FDIC insurance limits of $250,000 per account and, as a result, there is a concentration of credit risk related to amounts in excess of the insurance limits. We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash, cash equivalents or restricted cash. |
Restricted Cash | Restricted Cash Restricted cash consists primarily of liquidity deposits escrowed for tenant obligations required by us pursuant to certain contractual terms. Prior to June 1, 2018, restricted cash also included other deposits required by the U.S. Department of Housing and Urban Development (“HUD”) in connection with our mortgage borrowings guaranteed by HUD. For additional information see Note 2 – Properties and Investments and Note 14 – Borrowing Activities and Arrangements. |
Real Estate Investment Impairment | Real Estate Investment Impairment Management evaluates our real estate investments for impairment indicators at each reporting period, including the evaluation of our assets’ useful lives. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance including the current payment status of contractual obligations and expectations of the ability to meet future contractual obligations, legal structure, as well as our intent with respect to holding or disposing of the asset. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to management’s estimate of future undiscounted cash flows of the underlying facilities. The estimated future undiscounted cash flows are generally based on the related lease which relates to one or more properties and may include cash flows from the eventual disposition of the asset. In some instances, there may be various potential outcomes for a real estate investment and its potential future cash flows. In these instances, the undiscounted future cash flows used to assess the recoverability are probability-weighted based on management’s best estimates as of the date of evaluation. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows based on our intended use of the property are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. The fair value of the real estate investment is determined based on current market conditions and considers matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. Additionally, our evaluation of fair value may consider valuing the property as a nursing home as well as alternative uses. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. Management’s impairment evaluation process, and when applicable, impairment calculations involve estimation of the future cash flows from management’s intended use of the property as well as the fair value of the property. Changes in the facts and circumstances that drive management’s assumptions may result in an impairment of the Company’s assets in a future period that could be material to the Company’s results of operations. For the three months ended June 30, 2018 and 2017, we recognized (a recovery on ) impairment on real estate properties of $(1.1) million and $10.1 million, respectively. For the six months ended June 30, 2018 and 2017, we recognized impairment on real estate properties of $3.8 million and $17.8 million, respectively. For additional information see Note 2 – Properties and Investments. |
Allowance for Losses on Mortgages, Other Investments and Direct Financing Leases | Allowance for Losses on Mortgages, Other Investments and Direct Financing Leases The allowances for losses on mortgage notes receivable, other investments and direct financing leases (collectively, our “loans”) are maintained at a level believed adequate to absorb potential losses. The determination of the allowances is based on a quarterly evaluation of these loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans based on a combination of factors, including, but not limited to, delinquency status, financial strength of the borrower and guarantors, if applicable, and the value of the underlying collateral. If such factors indicate that there is greater risk of loan charge-offs, additional allowances or placement on non-accrual status may be required. A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreements. Consistent with this definition, all loans on non-accrual status may be deemed impaired. To the extent circumstances improve and the risk of collectability is diminished, we will return these loans to full accrual status. When management identifies potential loan impairment indicators, the loan is written down to the present value of the expected future cash flows. In cases where expected future cash flows are not readily determinable, the loan is written down to the fair value of the underlying collateral, if applicable. We may base our valuation on a loan’s observable market price, if any, or the fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the sale of the collateral. We account for impaired loans using (a) the cost-recovery method, and/or (b) the cash basis method. We generally utilize the cost-recovery method for impaired loans for which impairment reserves were recorded. We utilize the cash basis method for impaired loans for which no impairment reserves were recorded because the net present value of the discounted cash flows expected under the loan and/or the underlying collateral supporting the loan were equal to or exceeded the book value of the loan. Under the cost-recovery method, we apply cash received against the outstanding loan balance prior to recording interest income. Under the cash basis method, we apply cash received to principal or interest income based on the terms of the agreement. As of June 30, 2018 and December 31, 2017, we had $177.1 million and $177.5 million, respectively, of reserves on our loans. For additional information see Note 3 – Direct Financing Leases, Note 4 – Mortgage Notes Receivable and Note 5 – Other Investments. |
Goodwill Impairment | Goodwill Impairment We assess goodwill for potential impairment during the fourth quarter of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the net assets of the reporting unit. In evaluating goodwill for impairment on an interim basis, we assess qualitative factors such as a significant decline in real estate valuations, current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance or a significant decline in the value of our market capitalization, to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount. On an annual basis during the fourth quarter of each fiscal year, or on an interim basis if we conclude it is more likely than not that the fair value of the reporting unit is less than its carrying value, we perform a two-step goodwill impairment test to identify potential impairment and measure the amount of impairment we will recognize, if any. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests is the portion of equity not attributable to the respective reporting entity . We present the portion of any equity that we do not own in consolidated entities as noncontrolling interests and classify those interests as a component of total equity, separate from total stockholders’ equity, or owners’ equity on our Consolidated Balance Sheets. W e 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. The noncontrolling interest for Omega represents the outstanding Omega OP Units held by outside investors. |
Foreign Operations | Foreign Operations The U.S. dollar is the functional currency for our consolidated subsidiaries operating in the U.S. The functional currency for our consolidated subsidiaries operating in the U.K. is the British Pound (“GBP”). For our consolidated subsidiaries whose functional currency is not the U.S. dollar (“USD”), we translate their financial statements into the USD. We translate assets and liabilities at the exchange rate in effect as of the financial statement date. Revenue and expense accounts are translated using an average exchange rate for the period. Gains and losses resulting from translation are included in Omega OP’s owners’ equity and Omega’s accumulated other comprehensive loss (“AOCL”), as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interests. We and certain of our consolidated subsidiaries may have intercompany and third-party debt that is not denominated in the entity’s functional currency. When the debt is remeasured against the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in results of operations, unless it is intercompany debt that is deemed to be long-term in nature in which case the adjustments are included in Omega OP’s owners’ equity and Omega’s AOCL and a proportionate amount of gain or loss is allocated to noncontrolling interests. |
Derivative Instruments | Derivative Instruments Cash flow hedges During our normal course of business, we may use certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the Consolidated Balance Sheets at their fair value which is determined using a market approach and Level 2 inputs. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated in qualifying cash flow hedging relationships, the gain or loss on the derivative is recognized in Omega OP’s owners’ equity and Omega’s AOCL as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest. We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized liabilities or assets on the Consolidated Balance Sheets. We also assess and document, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, we discontinue hedge accounting prospectively and record the appropriate adjustment to earnings based on the current fair value of the derivative. As a matter of policy, we do not use derivatives for trading or speculative purposes. At June 30, 2018 and December 31, 2017, $7.7 million and $1.5 million, respectively, of qualifying cash flow hedges were recorded at fair value in other assets on our Consolidated Balance Sheets. Net investment hedge The Company is exposed to fluctuations in the GBP against its functional currency, the USD, relating to its investments in healthcare-related real estate properties located in the U.K. The Company uses a nonderivative, GBP-denominated term loan to manage its exposure to fluctuations in the GBP-USD exchange rate. The foreign currency transaction gain or loss on the nonderivative hedging instrument that is designated and qualifies as a net investment hedge is reported in Omega OP’s owners’ equity and Omega’s AOCL in our Consolidated Balance Sheets. |
Accounts Receivable | Accounts Receivable Accounts receivable includes: contractual receivables, effective yield interest receivables, straight-line rent receivables and lease inducements, net of an estimated provision for losses related to uncollectible and disputed accounts. Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements. Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line rent receivables relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement. Lease inducements result from value provided by us to the lessee, at the inception, modification, or renewal of the lease, and are amortized as a reduction of rental revenue over the non-cancellable lease term. On a quarterly basis, and more frequently as appropriate, we review our accounts receivable to determine their collectability. The determination of collectability of these assets requires significant judgment and is affected by several factors relating to the credit quality of our operators that we regularly monitor, including (i) payment history, (ii) the age of the contractual receivables, (iii) the current economic conditions and reimbursement environment, (iv) the ability of the tenant to perform under the terms of their lease and/or contractual loan agreements and (v) the value of the underlying collateral of the agreement, if any. If we determine collectability of any of our contractual receivables is at risk, we estimate the potential uncollectible amounts and provide an allowance. In the case of a lease recognized on a straight-line basis, a loan recognized on an effective yield basis or the existence of lease inducements, we generally provide an allowance for straight-line, effective interest, and/or lease inducement accounts receivable when certain conditions or indicators of adverse collectability are present. If the accounts receivable balance is subsequently deemed uncollectible, the receivable and allowance for doubtful account balance are written off. A summary of our net receivables by type is as follows: June 30, December 31, 2018 2017 (in thousands) Contractual receivables $ 37,655 $ 43,258 Effective yield interest receivables 12,384 11,673 Straight-line rent receivables 226,633 216,054 Lease inducements 48,456 16,812 Allowance (4,988) (8,463) Accounts receivable – net $ 320,140 $ 279,334 During the first quarter of 2018, we wrote-off approximately $7.8 million of straight-line rent receivables to provision for uncollectible accounts, as a result of facility transitions to other operators. During the second quarter of 2018, we placed two of our operators on a cash basis and wrote-off approximately $2.8 million of straight-line rent receivables and reserved approximately $0.6 million of contractual receivables to provision for uncollectible accounts related to these two operators. The provision for uncollectible accounts was offset by a recovery of approximately $2.8 million. During the first quarter of 2018, we paid an existing operator approximately $50 million in exchange for a reduction of such operator’s participation in an in-the-money purchase option. As a result, we recorded an approximate $28 million lease inducement that will be amortized as a reduction to rental income over the remaining term of the lease. The remaining $22 million was recorded as a reduction to the initial contingent liability which was included in accrued expenses and other liabilities on our Consolidated Balance Sheets. |
Reclassification | Reclassification Certain prior quarter amounts have been reclassified to conform to the current quarter presentation. |
Accounting Pronouncement Adopted in 2018 | Accounting Pronouncements Adopted in 2018 In 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. In addition, the FASB issued targeted updates to clarify specific implementation issues of ASU 2014-09. These updates included ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Identifying Performance Obligations and Licensing, and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients. As a result of adopting ASU 2014-09 and its updates on January 1, 2018, the Company recognized $10.0 million of deferred gain resulting from the sale of facilities to a third-party in December 2017 through opening equity on January 1, 2018. The Company adopted ASU 2014-09 and its subsequent updates in accordance with the modified retrospective approach. The adoption of ASU 2014-09 and its related updates did not have a material impact on our consolidated financial statements, as a substantial portion of our revenue consists of rental income from leasing arrangements and interest income from loan arrangements, both of which are specifically excluded from ASU 2014-09 and its updates. In August 2017 , the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). The purpose of this updated guidance is to better align the financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. This adoption method will require the Company to recognize the cumulative effect of initially applying ASU 2017-12 as an adjustment to accumulated other comprehensive income (loss) with a corresponding adjustment to the opening balance of equity as of the beginning of the fiscal year that an entity adopts the update. On January 1, 2018, the Company adopted ASU 2017-12 using the modified retrospective transition method. As a result of adopting the standard, the Company is making certain adjustments to its existing hedge designation documentation for active hedging relationships in order to take advantage of specific provisions in the new guidance and to fully align its documentation with ASU 2017-12. T he adoption of ASU 2017-12 did not have a material impact on our consolidated financial statements. |
Recent Accounting Pronouncements - Pending Adoption | Recent Accounting Pronouncements - Pending Adoption In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective for the Company beginning January 1, 2019. Early adoption of ASU 2016-02 as of its issuance is permitted. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. As a result of the pending adoption of ASU 2016-02, the Company may be required to record real estate tax revenues and an equal and offsetting real estate tax expense, as a result of our operators paying real estate taxes on our behalf. In July 2018, the FASB issued ASU 2018-11, Leases (“ASU 2018-11”) : Targeted Improvements to simplify the implementation of ASU 2016-02. This targeted improvement permits the adoption of ASU 2016-02 at the adoption date instead of the earliest comparative period presented in the financial statements and a practical expedient permitting lessors to not separate nonlease components from the associated lease component if certain conditions are met. Upon adoption of ASU 2016-02 and its updates, we intend to transition to the new leasing accounting standard on January 1, 2019, without modifying our prior year balance sheet and recognizing the cumulative-effect adjustment to opening equity. We continue to evaluate the other impacts of adopting ASU 2016-02 and its updates on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) ( “ ASU 2016-13 ” ), which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. We are currently evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements. |
BASIS OF PRESENTATION AND SIG30
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Schedule of Net Accounts Receivable | A summary of our net receivables by type is as follows: June 30, December 31, 2018 2017 (in thousands) Contractual receivables $ 37,655 $ 43,258 Effective yield interest receivables 12,384 11,673 Straight-line rent receivables 226,633 216,054 Lease inducements 48,456 16,812 Allowance (4,988) (8,463) Accounts receivable – net $ 320,140 $ 279,334 |
PROPERTIES AND INVESTMENTS (Tab
PROPERTIES AND INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Properties and Investments [Abstract] | |
Schedule of Investment in Leased Real Estate Properties | A summary of our investment in leased real estate properties is as follows: June 30, December 31, 2018 2017 (in thousands) Buildings $ 5,985,795 $ 6,098,119 Land 782,913 795,874 Furniture, fixtures and equipment 436,680 440,737 Site improvements 230,304 227,150 Construction in progress 135,969 94,080 Total real estate investments 7,571,661 7,655,960 Less accumulated depreciation (1,475,463) (1,376,828) Real estate investments - net $ 6,096,198 $ 6,279,132 |
Schedule of Significant Acquisitions | The following table summarizes the significant acquisitions that occurred during the first six months of 2018: Number of Total Building & Site Furniture Initial Facilities Country/ Investment Land Improvements & Fixtures Annual Period SNF ALF State (in millions) Cash Yield (3) Q1 - 1 UK $ 4.0 (1) $ 0.9 $ 2.9 $ 0.2 8.5 % Q1 - 1 UK 5.7 (2) 1.4 4.1 0.2 8.5 % Q1 1 - PA 7.4 1.6 5.4 0.4 9.5 % Q1 1 - VA 13.2 2.4 10.5 0.3 9.5 % Q2 5 - TX 22.8 0.5 20.4 1.9 9.5 % Total 7 2 $ 53.1 $ 6.8 $ 43.3 $ 3.0 (1) Omega recorded a non-cash deferred tax liability of approximately $0.4 million in connection with this acquisition. (2) Omega recorded a non-cash deferred tax liability of approximately $0.2 million in connection with this acquisition. (3) The cash yield is based on the purchase price. |
DIRECT FINANCING LEASES (Tables
DIRECT FINANCING LEASES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Direct Financing Leases [Abstract] | |
Schedule of Components of Investment in Direct Financing Leases | The components of investments in direct financing leases consist of the following: June 30, December 31, 2018 2017 (in thousands) Minimum lease payments receivable $ 3,649,602 $ 3,707,079 Less unearned income (3,127,950) (3,169,942) Investment in direct financing leases 521,652 537,137 Less allowance for loss on direct financing lease (172,187) (172,172) Investment in direct financing leases – net $ 349,465 $ 364,965 Properties subject to direct financing leases 40 41 Number of direct financing leases 4 5 |
Schedule of Rents Due Under Direct Financing Leases | The following minimum rents are due under our direct financing leases for the remainder of 2018 and the subsequent five years (in thousands): 2018 (1) 2019 (1) 2020 (1) 2021 (1) 2022 (1) 2023 (1) $ 580 $ 1,166 $ 1,170 $ 1,084 $ 1,106 $ 1,128 (1) Orianna has been excluded from the contractual minimum rent payments due under our direct financing leases as the facilities are expected to be transitioned or sold. See below for additional information . |
MORTGAGE NOTES RECEIVABLE (Tabl
MORTGAGE NOTES RECEIVABLE (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Mortgage Notes Receivable [Abstract] | |
Schedule of Outstanding Principal Amounts of Mortgage Notes Receivable, net of Allowances | The principal amounts outstanding of mortgage notes receivable, net of allowances, were as follows: June 30, December 31, 2018 2017 (in thousands) Mortgage note due 2027 ; interest at 10.18% $ 112,500 $ 112,500 Mortgage notes due 2029 ; interest at 9.67% (1) 529,960 476,320 Other mortgage notes outstanding (2) 65,754 87,317 Mortgage notes receivable, gross 708,214 676,137 Allowance for loss on mortgage notes receivable (3) (4,905) (4,905) Total mortgages — net $ 703,309 $ 671,232 (1) Approximates the weighted average interest rate on 39 facilities. Two notes totaling approximately $15.2 million are construction mortgages maturing in 2018 and 2019 . The remaining loan balance matures in 2029 . (2) Other mortgage notes outstanding have a weighted average interest rate of 11.25% per annum and maturity dates between 2018 and 2028 . (3) The allowance for loss on mortgage notes receivable relates to one mortgage with an operator. The carrying value and fair value of the mortgage note receivable is approximately $1.5 million at June 30, 2018 and December 31, 2017. |
OTHER INVESTMENTS (Tables)
OTHER INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Other Investments [Abstract] | |
Schedule of other investments | A summary of our other investments is as follows: June 30, December 31, 2018 2017 (in thousands) Other investment notes due 2018 - 2022 ; interest at 8.29% (1) $ 39,984 $ 15,115 Other investment notes due 2018 - 2023 ; interest at 10.59% (1) 39,166 40,985 Other investment notes due 2020 ; interest at 13.05% (1) 68,175 49,490 Other investment note due 2021 ; interest at 6.00% 39,689 7,000 Other investment notes due 2023 - 2030 ; interest at 7.24% (1) 62,800 64,050 Other investment note due 2023 ; interest at 12.00% 59,324 49,708 Other investment notes due 2024 - 2025 ; interest at 8.52% (1) 41,987 31,987 Other investment notes outstanding (2) 26,081 18,380 Other investments, gross 377,206 276,715 Allowance for loss on other investments (3) - (373) Total other investments $ 377,206 $ 276,342 (1) Approximate weighted average interest rate as of June 30, 2018. (2) Other investment notes have a weighted average interest rate of 8.55% and maturity dates through 2028 . (3) The allowance for loss on other investments relates to one loan with an operator that was fully reserved at December 31, 2017 and written off during the second quarter of 2018. |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Variable Interest Entities [Abstract] | |
Schedule of Variable Interest Entities | As of June 30, 2018, Orianna and Agemo are VIEs. Below is a summary of our assets and liabilities associated with each operator as of June 30, 2018: Operator Orianna Agemo (in thousands) Assets Real estate investments - net $ 37,286 $ 409,450 Investments in direct financing leases - net 337,705 - Other investments - net 39,984 41,987 Contractual receivables - net 279 17,574 Straight-line rent receivables - 28,737 Above market lease - 4 Subtotal 415,254 497,752 Liabilities Letters of credit - (9,253) Subtotal - (9,253) Collateral Personal guarantee - (15,000) Other collateral (399,926) (409,450) Subtotal (399,926) (424,450) Maximum exposure to loss $ 15,328 $ 64,049 In determining our maximum exposure to loss from these VIEs , we considered the underlying fair value of the real estate subject to leases with these operators and other collateral, if any, supporting our other investments , which may include accounts receivable, security deposits, letter s of credit or personal guarantee s, if any . See Note 5 – Other Investments regarding the terms of other investments with these two operators. The Company has also committed to provide Agemo with up to approximately $13.6 million of capital expenditure funding through 202 1 to be used for general maintenance and capital improvements for our facilities. As of June 30, 2018, approximately $13.1 million of the $13.6 million remains unfunded by the Company. The table below reflects our total revenues from Orianna and Agemo for the three and six months ended June 3 0, 2018: Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Operator Operator Orianna Agemo Orianna Agemo (in thousands) Revenue Rental income $ - $ 14,860 $ - $ 29,711 Other investment income 1,145 828 1,664 1,548 Total $ 1,145 $ 15,688 $ 1,664 $ 31,259 |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Intangibles [Abstract] | |
Schedule of Intangibles | The following is a summary of our intangibles as of June 30, 2018 and December 31, 2017 : June 30, December 31, 2018 2017 (in thousands) Assets: Goodwill $ 644,369 $ 644,690 Above market leases $ 22,426 $ 22,426 In-place leases 167 167 Accumulated amortization (17,541) (17,059) Net intangible assets $ 5,052 $ 5,534 Liabilities: Below market leases $ 161,286 $ 164,443 Accumulated amortization (89,584) (83,824) Net intangible liabilities $ 71,702 $ 80,619 |
Schedule of Reconciliation of Goodwill | The following is a summary of our goodwill as of June 30, 2018: (in thousands) Balance as of December 31, 2017 $ 644,690 Less: foreign currency translation (321) Balance as of June 30, 2018 $ 644,369 |
STOCKHOLDERS'_OWNERS' EQUITY (T
STOCKHOLDERS'/OWNERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' / Owners' Equity [Abstract] | |
Schedule of common stock dividends | The Board of Directors has declared common stock dividends as set forth below: Record Payment Dividend per Date Date Common Share January 31, 2018 February 15, 2018 $ 0.66 April 30, 2018 May 15, 2018 0.66 July 31, 2018 August 15, 2018 0.66 |
Schedule of Accumulated Other Comprehensive Loss | The following is a summary of our accumulated other comprehensive loss, net of tax where applicable: As of and For the As of and For the Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Foreign Currency Translation: Beginning balance $ (11,015) $ (50,614) $ (25,993) $ (54,948) Translation (loss) gain (24,383) 10,195 (9,464) 14,468 Realized (loss) gain (66) 79 (7) 140 Ending balance (35,464) (40,340) (35,464) (40,340) Derivative Instruments: Cash flow hedges: Beginning balance 5,951 (166) 1,463 (1,420) Unrealized gain (loss) 1,735 (1,840) 5,970 (1,350) Realized gain (1) 53 626 306 1,390 Ending balance 7,739 (1,380) 7,739 (1,380) Net investment hedge: Beginning balance (12,219) - (7,110) - Unrealized gain (loss) 8,296 (2,193) 3,187 (2,193) Ending balance (3,923) (2,193) (3,923) (2,193) Total accumulated other comprehensive loss for Omega OP (2) (31,648) (43,913) (31,648) (43,913) Add: portion included in noncontrolling interest 1,491 2,010 1,491 2,010 Total accumulated other comprehensive loss for Omega $ (30,157) $ (41,903) $ (30,157) $ (41,903) (1) Recorded in interest expense on the Consolidated Statements of Operations. (2) These amounts are included in owners’ equity. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Stock-Based Compensation [Abstract] | |
Schedule of Stock-based Compensation Expense | The following is a summary of our stock-based compensation expense for the three and six months ended June 30, 2018 and 2017, respectively: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands) Stock-based compensation expense $ 4,089 $ 3,734 $ 8,145 $ 7,478 |
Schedule of Unrecognized Compensation Awards | The following table summarizes our total unrecognized compensation cost as of June 30, 2018 associated with RSUs, PRSU awards, and LTIP Unit awards to employees: Grant Date Total Weighted Average Unrecognized Average Compensation Period of Expense Compensation Grant Shares Fair Value Cost Recognition Cost Performance Vesting Year / Units Per Unit/ Share (in millions) (1) (in months) (in millions) Period Dates RSUs 3/17/16 RSU 2016 130,006 $ 34.78 $ 4.50 33 $ 0.80 N/A 12/31/2018 1/1/2017 RSU 2017 140,416 31.26 4.40 36 2.20 N/A 12/31/2019 1/1/2018 RSU 2018 169,900 27.54 4.70 36 3.90 N/A 12/31/2020 Restricted Stock Units Total 440,322 $ 30.86 $ 13.60 $ 6.90 TSR PRSUs and LTIP Units 3/31/15 2017 LTIP Units 2015 137,249 $ 14.66 $ 2.00 45 $ 0.30 1/1/2015-12/31/2017 Quarterly in 2018 4/1/2015 2017 LTIP Units 2015 53,387 14.81 0.80 45 0.10 1/1/2015-12/31/2017 Quarterly in 2018 3/17/2016 2018 LTIP Units 2016 370,152 13.21 4.90 45 1.90 1/1/2016-12/31/2018 Quarterly in 2019 1/1/2017 2019 LTIP Units 2017 399,726 12.61 5.00 48 3.20 1/1/2017-12/31/2019 Quarterly in 2020 1/1/2018 2020 LTIP Units 2018 677,488 7.31 5.00 48 4.30 1/1/2018-12/31/2020 Quarterly in 2021 TSR PRSUs & LTIP Total 1,638,002 $ 10.80 $ 17.70 $ 9.80 Relative TSR PRSUs 3/31/15 2017 Relative TSR 2015 137,249 $ 22.50 $ 3.10 45 $ 0.40 1/1/2015-12/31/2017 Quarterly in 2018 4/1/2015 2017 Relative TSR 2015 53,387 22.92 1.20 45 0.20 1/1/2015-12/31/2017 Quarterly in 2018 3/17/2016 2018 Relative TSR 2016 305,563 16.44 5.00 45 2.00 1/1/2016-12/31/2018 Quarterly in 2019 1/1/2017 2019 Relative TSR 2017 285,338 18.04 5.10 48 3.20 1/1/2017-12/31/2019 Quarterly in 2020 1/1/2018 2020 Relative TSR 2018 334,544 16.65 5.60 48 4.80 1/1/2018-12/31/2020 Quarterly in 2021 Relative TSR PRSUs Total 1,116,081 $ 17.97 $ 20.00 $ 10.60 Grand Total 3,194,405 $ 16.07 $ 51.30 $ 27.30 (1) Total shares/units and compensation costs are net of shares/units cancelled. (2) This table excludes approximately $1.5 million of unrecognized compensation costs related to outstanding director restricted stock grants . |
BORROWING ACTIVITIES AND ARRA39
BORROWING ACTIVITIES AND ARRANGEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Borrowing Activities and Arrangements [Abstract] | |
Schedule of Borrowings | The following is a summary of our borrowings: Annual Interest Rate as of June 30, June 30, December 31, Maturity 2018 2018 2017 (in thousands) Secured borrowings: HUD mortgages assumed December 2011 2044 - $ - $ 53,666 Deferred financing costs – net - (568) Total secured borrowings – net (1) - 53,098 Unsecured borrowings: Revolving line of credit 2021 3.29% 220,000 290,000 U.S. term loan 2022 3.54% 425,000 425,000 Sterling term loan (2) 2022 1.95% 132,030 135,130 Omega OP term loan (1) 2022 3.54% 100,000 100,000 2015 term loan 2022 3.80% 250,000 250,000 Discounts and deferred financing costs – net (3) (4,862) (5,460) Total term loans – net 902,168 904,670 2023 notes 2023 4.375% 700,000 700,000 2024 notes 2024 4.950% 400,000 400,000 2025 notes 2025 4.500% 400,000 400,000 2026 notes 2026 5.250% 600,000 600,000 2027 notes 2027 4.500% 700,000 700,000 2028 notes 2028 4.750% 550,000 550,000 Other 2018 - - 1,500 Subordinated debt 2021 9.000% 20,000 20,000 Discount – net (19,798) (21,073) Deferred financing costs – net (24,313) (26,037) Total senior notes and other unsecured borrowings – net 3,325,889 3,324,390 Total unsecured borrowings - net 4,448,057 4,519,060 Total secured and unsecured borrowings – net (4) $ 4,448,057 $ 4,572,158 (1) These amounts represent borrowings that were incurred by Omega OP or wholly owned subsidiaries of Omega OP. (2) This borrowing is denominated in British Pounds Sterling. (3) The amount includes $0.5 million of net deferred financing costs related to the Omega OP term loan as of June 30, 2018. (4) All borrowings are direct borrowings of Omega unless otherwise noted. |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Financial Instruments [Abstract] | |
Schedule of Financial Instruments | At June 30, 2018 and December 31, 2017, the net carrying amounts and fair values of our other financial instruments were as follows: June 30, 2018 December 31, 2017 Carrying Fair Carrying Fair Amount Value Amount Value Assets: (in thousands) Investments in direct financing leases – net $ 349,465 $ 349,465 $ 364,965 $ 364,965 Mortgage notes receivable – net 703,309 726,016 671,232 686,772 Other investments – net 377,206 373,842 276,342 281,031 Total $ 1,429,980 $ 1,449,323 $ 1,312,539 $ 1,332,768 Liabilities: Revolving line of credit $ 220,000 $ 220,000 $ 290,000 $ 290,000 U.S. term loan 422,782 425,000 422,498 425,000 Sterling term loan 131,347 132,030 134,360 135,130 Omega OP term loan (1) 99,488 100,000 99,423 100,000 2015 term loan 248,551 250,000 248,390 250,000 4.375% notes due 2023 – net 694,059 694,736 693,474 711,190 4.95% notes due 2024 – net 394,186 406,220 393,680 420,604 4.50% notes due 2025 – net 395,021 390,337 394,640 399,874 5.25% notes due 2026 – net 594,674 605,460 594,321 625,168 4.50% notes due 2027 – net 687,248 666,345 686,516 681,007 4.75% notes due 2028 – net 540,379 529,727 539,882 550,667 HUD debt – net (1) - - 53,098 51,817 Subordinated debt – net 20,322 23,253 20,376 23,646 Other - - 1,500 1,500 Total $ 4,448,057 $ 4,443,108 $ 4,572,158 $ 4,665,603 (1) These amounts represent borrowings that were incurred by Omega OP or wholly owned subsidiaries of Omega OP. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies [Abstract] | |
Schedule of Remaining Commitments | Our remaining commitments at June 30, 2018, are outlined in the table below (in thousands): Total commitment $ 730,009 Amounts funded (1) (450,050) Remaining commitment $ 279,959 (1) Includes finance costs . |
EARNINGS PER SHARE_UNIT (Tables
EARNINGS PER SHARE/UNIT (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings per Share/Unit [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Share | The following tables set forth the computation of basic and diluted earnings per share/unit: Omega Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands, except per share amounts) Numerator: Net income $ 81,986 $ 68,157 $ 169,919 $ 177,269 Less: net income attributable to noncontrolling interests (3,450) (2,900) (7,163) (7,572) Net income available to common stockholders $ 78,536 $ 65,257 $ 162,756 $ 169,697 Denominator: Denominator for basic earnings per share 199,497 197,433 199,204 197,223 Effect of dilutive securities: Common stock equivalents 197 467 167 407 Noncontrolling interest – Omega OP Units 8,766 8,772 8,768 8,793 Denominator for diluted earnings per share 208,460 206,672 208,139 206,423 Earnings per share – basic: Net income available to common stockholders $ 0.39 $ 0.33 $ 0.82 $ 0.86 Earnings per share – diluted: Net income $ 0.39 $ 0.33 $ 0.82 $ 0.86 Omega OP Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 (in thousands, except per share amounts) Numerator: Net income $ 81,986 $ 68,157 $ 169,919 $ 177,269 Denominator: Denominator for basic earnings per unit 208,263 206,205 207,972 206,016 Effect of dilutive securities: Omega OP Unit equivalents 197 467 167 407 Denominator for diluted earnings per unit 208,460 206,672 208,139 206,423 Earnings per unit – basic: Net income available to Omega OP Unit holders $ 0.39 $ 0.33 $ 0.82 $ 0.86 Earnings per unit – diluted: Net income $ 0.39 $ 0.33 $ 0.82 $ 0.86 |
SUPPLEMENTAL DISCLOSURE TO CO43
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Disclosure to Consolidated Statements of Cash Flows [Abstract] | |
Schedule of Cash Flow Supplemental Disclosures | The following are supplemental disclosures to the consolidated statements of cash flows for the six months ended June 30, 2018 and 2017: Six Months Ended June 30, 2018 2017 (in thousands) Reconciliation of cash and cash equivalents and restricted cash: Cash and cash equivalents $ 10,951 $ 21,031 Restricted cash 2,598 12,203 Cash, cash equivalents and restricted cash at end of period $ 13,549 $ 33,234 Supplemental information: Interest paid during the period, net of amounts capitalized $ 108,317 $ 97,610 Taxes paid during the period $ 2,072 $ 2,032 Non cash investing activities Non cash acquisition of real estate (See Note 2) $ (880) $ (9,430) Non cash proceeds from sale of real estate investments (See Note 2) 53,118 - Non cash investment in other investments (See Note 5) (11,026) - Non cash proceeds from other investments (see Note 5) 7,000 (6,353) Total $ 48,212 $ (15,783) Non cash financing activities Non cash disposition of other long-term borrowings (See Note 14) $ (53,118) $ - Change in fair value of cash flow hedges 6,233 (108) Remeasurement of debt denominated in a foreign currency (3,100) 2,190 Total $ (49,985) $ 2,082 |
BASIS OF PRESENTATION AND SIG44
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Detail) | 6 Months Ended |
Jun. 30, 2018segment | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Number of reportable segment | 1 |
BASIS OF PRESENTATION AND SIG45
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Narrative1) (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Recovery Impairment of Real Estate, Net | $ (1,097,000) | $ 10,135,000 | $ 3,817,000 | $ 17,773,000 | |||
Loan loss reserves | 177,100,000 | 177,100,000 | $ 177,500,000 | ||||
Cash, FDIC Insured Amount | 250,000 | 250,000 | |||||
Payment made to operator to buyout out in money purchase option | $ 50,000,000 | ||||||
Amount of lease inducement that will be amortized as a reduction to rental income | 28,000,000 | ||||||
Amount of reduction to initial contingent liability | 22,000,000 | ||||||
Provisions for uncollectible accounts | 564,000 | $ 7,800,000 | $ 2,673,000 | 8,378,000 | $ 5,077,000 | ||
Allowance for doubtful accounts receivable, recoveries | 2,800,000 | ||||||
Contractual Receivable [Member] | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Provisions for uncollectible accounts | 600,000 | ||||||
Straight-Line Rent Receivable [Member] | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Provisions for uncollectible accounts | 2,800,000 | ||||||
Accounting Standards Update 2014-09 [Member] | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Deferred gain resulting from sale of facilities to third party through retained earnings | $ 10,000,000 | ||||||
Cash Flow Hedging [Member] | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Cash flow hedges recorded at fair value | $ 7,700,000 | $ 7,700,000 | $ 1,500,000 | ||||
Omega Op Units [Member] | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Percentage of limited partnership interests owned | 96.00% | 96.00% | |||||
Other Investors [Member] | Omega Op Units [Member] | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Percentage of limited partnership interests owned | 4.00% | 4.00% |
BASIS OF PRESENTATION AND SIG46
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Schedule of Net Accounts Receivable) (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ||
Contractual receivables | $ 37,655 | $ 43,258 |
Effective yield interest receivables | 12,384 | 11,673 |
Straight-line rent receivables | 226,633 | 216,054 |
Lease inducements | 48,456 | 16,812 |
Allowance | (4,988) | (8,463) |
Accounts receivable - net | $ 320,140 | $ 279,334 |
PROPERTIES AND INVESTMENTS Leas
PROPERTIES AND INVESTMENTS Leased Property (Narrative) (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2018USD ($)property | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 936 |
Minimum [Member] | Property Available For Operating Lease [Member] | |
Real Estate Properties [Line Items] | |
Lease term | 5 years |
Increase in the specific annual percentage over the prior year's rent | 2.00% |
Maximum [Member] | Property Available For Operating Lease [Member] | |
Real Estate Properties [Line Items] | |
Lease term | 15 years |
Increase in the specific annual percentage over the prior year's rent | 3.00% |
Acquisitions 2018 [Member] | Land [Member] | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 2 |
Cash payment to acquire facilities | $ | $ 3.5 |
Skilled Nursing Facilities [Member] | Property Available For Operating Lease [Member] | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 709 |
Assisted Living Facilities [Member] | Property Available For Operating Lease [Member] | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 116 |
Specialty [Member] | Property Available For Operating Lease [Member] | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 14 |
Medical Office Building [Member] | Property Available For Operating Lease [Member] | |
Real Estate Properties [Line Items] | |
Number of real estate properties | 1 |
PROPERTIES AND INVESTMENTS Asse
PROPERTIES AND INVESTMENTS Assets Sold or Held for Sale (Narrative) (Detail) $ in Millions | 3 Months Ended | ||
Jun. 30, 2018USD ($)property | Mar. 31, 2018USD ($)property | Dec. 31, 2017property | |
Real Estate Properties [Line Items] | |||
Number of facilities sold | property | 45 | 14 | |
Total proceeds | $ 147.2 | $ 74.7 | |
Amount of gain (loss) from sale of facilities | (2.9) | $ 17.5 | |
Number of previously classified as held for sale | property | 33 | 5 | |
Provision for impairment on real estate properties | $ 4.1 | $ 4.9 | |
Number of facilities with impairment charges | property | 9 | 17 | |
Number of subsequently reclassified as held for sale | property | 3 | 16 | |
Impairment offset by insurance recovery | $ 5.2 | ||
Ancillary Building [Member] | |||
Real Estate Properties [Line Items] | |||
Number of facilities sold | property | 1 | ||
AR | Skilled Nursing Facilities [Member] | |||
Real Estate Properties [Line Items] | |||
Number of facilities sold | property | 12 | ||
Carrying amount of facility | $ 62 | ||
Total proceeds | 78 | ||
Amount of gain (loss) from sale of facilities | 11 | ||
Number of previously classified as held for sale | property | 12 | ||
Cash consideration | 25 | ||
Assumption of HUD mortgages | 53 | ||
Closing cost | 5 | ||
Unsecured loan to principal | $ 39.7 |
PROPERTIES AND INVESTMENTS (Sch
PROPERTIES AND INVESTMENTS (Schedule of Investment in Leased Real Estate Properties) (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | $ 7,571,661 | $ 7,655,960 |
Less accumulated depreciation | (1,475,463) | (1,376,828) |
Real estate investments - net | 6,096,198 | 6,279,132 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 5,985,795 | 6,098,119 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 782,913 | 795,874 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 436,680 | 440,737 |
Site Improvements And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 230,304 | 227,150 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | $ 135,969 | $ 94,080 |
PROPERTIES AND INVESTMENTS (S50
PROPERTIES AND INVESTMENTS (Schedule of Significant Acquisitions) (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2018USD ($)property | |
Real Estate Properties [Line Items] | |
Number of Facilities | property | 936 |
Total Investment | $ 53.1 |
Skilled Nursing Facilities [Member] | |
Real Estate Properties [Line Items] | |
Number of properties acquired | property | 7 |
Number of Facilities | property | 748 |
Assisted Living Facilities [Member] | |
Real Estate Properties [Line Items] | |
Number of properties acquired | property | 2 |
Number of Facilities | property | 117 |
Land [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | $ 6.8 |
Building Improvements [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | 43.3 |
Furniture, fixtures and equipment [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | $ 3 |
First Quarter [Member] | VIRGINIA | Skilled Nursing Facilities [Member] | |
Real Estate Properties [Line Items] | |
Number of properties acquired | property | 1 |
Total Investment | $ 13.2 |
Initial Annual Cash Yield (%) | 9.50% |
First Quarter [Member] | VIRGINIA | Land [Member] | Skilled Nursing Facilities [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | $ 2.4 |
First Quarter [Member] | VIRGINIA | Building Improvements [Member] | Skilled Nursing Facilities [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | 10.5 |
First Quarter [Member] | VIRGINIA | Furniture, fixtures and equipment [Member] | Skilled Nursing Facilities [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | $ 0.3 |
First Quarter [Member] | UNITED KINGDOM | Assisted Living Facilities [Member] | |
Real Estate Properties [Line Items] | |
Number of properties acquired | property | 1 |
Total Investment | $ 4 |
Initial Annual Cash Yield (%) | 8.50% |
Deferred tax liability | $ 0.4 |
First Quarter [Member] | UNITED KINGDOM | Land [Member] | Assisted Living Facilities [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | 0.9 |
First Quarter [Member] | UNITED KINGDOM | Building Improvements [Member] | Assisted Living Facilities [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | 2.9 |
First Quarter [Member] | UNITED KINGDOM | Furniture, fixtures and equipment [Member] | Assisted Living Facilities [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | $ 0.2 |
First Quarter [Member] | UNITED KINGDOM | Assisted Living Facilities [Member] | |
Real Estate Properties [Line Items] | |
Number of properties acquired | property | 1 |
Total Investment | $ 5.7 |
Initial Annual Cash Yield (%) | 8.50% |
Deferred tax liability | $ 0.2 |
First Quarter [Member] | UNITED KINGDOM | Land [Member] | Assisted Living Facilities [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | 1.4 |
First Quarter [Member] | UNITED KINGDOM | Building Improvements [Member] | Assisted Living Facilities [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | 4.1 |
First Quarter [Member] | UNITED KINGDOM | Furniture, fixtures and equipment [Member] | Assisted Living Facilities [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | $ 0.2 |
First Quarter [Member] | PENNSYLVANIA | Skilled Nursing Facilities [Member] | |
Real Estate Properties [Line Items] | |
Number of properties acquired | property | 1 |
Total Investment | $ 7.4 |
Initial Annual Cash Yield (%) | 9.50% |
First Quarter [Member] | PENNSYLVANIA | Land [Member] | Skilled Nursing Facilities [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | $ 1.6 |
First Quarter [Member] | PENNSYLVANIA | Building Improvements [Member] | Skilled Nursing Facilities [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | 5.4 |
First Quarter [Member] | PENNSYLVANIA | Furniture, fixtures and equipment [Member] | Skilled Nursing Facilities [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | $ 0.4 |
Second Quarter [Member] | TX | Skilled Nursing Facilities [Member] | |
Real Estate Properties [Line Items] | |
Number of properties acquired | property | 5 |
Total Investment | $ 22.8 |
Initial Annual Cash Yield (%) | 9.50% |
Second Quarter [Member] | TX | Land [Member] | Skilled Nursing Facilities [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | $ 0.5 |
Second Quarter [Member] | TX | Building Improvements [Member] | Skilled Nursing Facilities [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | 20.4 |
Second Quarter [Member] | TX | Furniture, fixtures and equipment [Member] | Skilled Nursing Facilities [Member] | |
Real Estate Properties [Line Items] | |
Total Investment | $ 1.9 |
DIRECT FINANCING LEASES (Narrat
DIRECT FINANCING LEASES (Narrative) (Detail) | Nov. 27, 2013USD ($)contractproperty | Jun. 30, 2018USD ($)stateproperty | Mar. 31, 2018USD ($)property | Jun. 30, 2018USD ($)stateproperty | Mar. 31, 2018USD ($)property | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)statecontractproperty | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)stateproperty | Dec. 31, 2017USD ($) |
Capital Leased Assets [Line Items] | ||||||||||
Purchase price of beds acquired paid in cash | $ 53,100,000 | |||||||||
Rental income | $ 192,850,000 | $ 193,997,000 | $ 386,799,000 | $ 386,534,000 | ||||||
Number of facilities owned | property | 936 | 936 | 936 | 936 | ||||||
Number of states | state | 41 | 41 | 41 | 41 | ||||||
Number of facilities sold | property | 45 | 14 | 45 | 14 | 45 | 45 | ||||
Impairment on real estate properties | $ 8,992,000 | 17,773,000 | ||||||||
Income from direct financing leases | $ 497,000 | $ 15,462,000 | $ 1,110,000 | $ 31,108,000 | ||||||
Total proceeds | $ 147,200,000 | $ 74,700,000 | ||||||||
Orianna | ||||||||||
Capital Leased Assets [Line Items] | ||||||||||
Purchase price of beds acquired paid in cash | $ 529,000,000 | |||||||||
Number of leases | contract | 4 | |||||||||
Master lease term | 50 years | |||||||||
Operating lease expiration year | 2,026 | |||||||||
Rental income | $ 0 | |||||||||
Interest on lease per annum | 10.60% | |||||||||
Number of states | state | 7 | 7 | 7 | 7 | ||||||
Allowance for loss under direct financing leases | $ 172,200,000 | |||||||||
Number of remaining facilities | property | 38 | |||||||||
Recorded investment in direct financing leases | $ 337,700,000 | |||||||||
Recorded investment in operating lease | $ 37,300,000 | $ 37,300,000 | $ 37,300,000 | $ 37,300,000 | ||||||
Orianna | Minimum [Member] | ||||||||||
Capital Leased Assets [Line Items] | ||||||||||
Fair value of annual rents | $ 32,000,000 | |||||||||
Rental yields | 9.00% | |||||||||
Orianna | Maximum [Member] | ||||||||||
Capital Leased Assets [Line Items] | ||||||||||
Fair value of annual rents | $ 38,000,000 | |||||||||
Rental yields | 10.00% | |||||||||
Orianna | Restructuring Support Agreement ("RSA") | ||||||||||
Capital Leased Assets [Line Items] | ||||||||||
Number of facilities to be sold | property | 19 | 19 | ||||||||
Number of facilities transitioned | property | 23 | 23 | ||||||||
Monthly rent payment under restructuring | $ 1,000,000 | |||||||||
Amount committed as debtor in possession financing | $ 30,000,000 | $ 30,000,000 | ||||||||
Orianna | Direct Financing Leases [Member] | ||||||||||
Capital Leased Assets [Line Items] | ||||||||||
Number of leases | contract | 2 | |||||||||
Orianna | Operating Lease [Member] | ||||||||||
Capital Leased Assets [Line Items] | ||||||||||
Number of leases | contract | 1 | |||||||||
Number of facilities leased | property | 4 | |||||||||
Orianna | Southeast [Member] | ||||||||||
Capital Leased Assets [Line Items] | ||||||||||
Number of remaining facilities | property | 37 | |||||||||
Orianna | INDIANA | ||||||||||
Capital Leased Assets [Line Items] | ||||||||||
Number of remaining facilities | property | 1 | |||||||||
Skilled Nursing Facilities [Member] | ||||||||||
Capital Leased Assets [Line Items] | ||||||||||
Number of facilities sold | property | 1 | 1 | 1 | 1 | ||||||
Carrying amount of facility | $ 15,400,000 | $ 15,400,000 | $ 15,400,000 | $ 15,400,000 | ||||||
Total proceeds | $ 15,400,000 | |||||||||
Skilled Nursing Facilities [Member] | Orianna | ||||||||||
Capital Leased Assets [Line Items] | ||||||||||
Number of facilities owned | property | 55 | |||||||||
Assisted Living Facilities [Member] | Orianna | ||||||||||
Capital Leased Assets [Line Items] | ||||||||||
Number of facilities owned | property | 1 |
DIRECT FINANCING LEASES (Schedu
DIRECT FINANCING LEASES (Schedule of Components of Investment in Direct Financing Leases) (Detail) $ in Thousands | Jun. 30, 2018USD ($)contractproperty | Dec. 31, 2017USD ($)contractproperty |
Direct Financing Leases [Abstract] | ||
Minimum lease payments receivable | $ 3,649,602 | $ 3,707,079 |
Less unearned income | (3,127,950) | (3,169,942) |
Investment in direct financing leases | 521,652 | 537,137 |
Less allowance for loss on direct financing lease | (172,187) | (172,172) |
Investment in direct financing leases - net | $ 349,465 | $ 364,965 |
Properties subject to direct financing leases | property | 40 | 41 |
Number of direct financing leases | contract | 4 | 5 |
DIRECT FINANCING LEASES (Sche53
DIRECT FINANCING LEASES (Schedule of Rents Due Under Direct Financing Leases) (Detail) $ in Thousands | Jun. 30, 2018USD ($) |
Direct Financing Leases [Abstract] | |
2,018 | $ 580 |
2,019 | 1,166 |
2,020 | 1,170 |
2,021 | 1,084 |
2,022 | 1,106 |
2,023 | $ 1,128 |
MORTGAGE NOTES RECEIVABLE (Narr
MORTGAGE NOTES RECEIVABLE (Narrative) (Detail) $ in Thousands | Jun. 30, 2014USD ($)contractproperty | Jun. 30, 2018USD ($)stateentityproperty | Mar. 31, 2018 | Jan. 31, 2018USD ($)loan | Jun. 30, 2018USD ($)stateentitycontractproperty | Dec. 31, 2017USD ($) | May 31, 2018 | Jan. 17, 2014USD ($)property |
Mortgage Loans on Real Estate [Line Items] | ||||||||
Mortgage notes receivable | $ 703,309 | $ 703,309 | $ 671,232 | |||||
Number of states | state | 41 | 41 | ||||||
Mortgage Receivable [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Number of fixed rate mortgages | property | 6 | 6 | ||||||
Number of long term care facilities | property | 53 | 53 | ||||||
Number of states | state | 6 | 6 | ||||||
Number of independent healthcare operating companies | entity | 5 | 5 | ||||||
Mortgage Note Due 2027 [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Financing receivable, face amount | $ 112,500 | |||||||
Mortgage loans on real estate, interest rate | 10.18% | |||||||
Mortgage loans on real estate, maturity date | Jan. 31, 2027 | |||||||
Maturity year | 2,027 | |||||||
Mortgage Note Due 2027 [Member] | Tranche One [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Mortgage loans on real estate, maturity date | Jan. 31, 2032 | |||||||
Mortgage Note Due 2027 [Member] | Tranche Two [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Mortgage loans on real estate, maturity date | Sep. 30, 2034 | |||||||
Mortgage Note Due 2029 [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Mortgage loans on real estate, interest rate | 9.67% | |||||||
Mortgage Note Due 2029 [Member] | Master Mortgage [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Financing receivable, face amount | $ 415,000 | |||||||
Mortgage notes receivable | $ 117,000 | $ 410,000 | $ 410,000 | |||||
Number of fixed rate mortgages | contract | 1 | |||||||
Number of long term care facilities | property | 17 | 30 | 30 | |||||
Number of additional facilities for mortgage financing | property | 14 | |||||||
Mortgage loans on real estate, interest rate | 9.00% | 9.68% | ||||||
Percentage of mortgage loan interest rate increase per annum | 0.225% | |||||||
Maturity year | 2,029 | |||||||
Mortgage Note Due 2029 [Member] | Master Mortgage [Member] | Minimum [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Maturity year | 2,021 | |||||||
Mortgage Note Due 2029 [Member] | Master Mortgage [Member] | Maximum [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Maturity year | 2,023 | |||||||
Mortgage Note Due 2029 [Member] | Amended Master Mortgage [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Mortgage notes receivable | $ 75,800 | $ 75,800 | ||||||
Percentage of mortgage loan interest rate increase per annum | 0.225% | |||||||
Mortgage loans on real estate, maturity date | Jun. 30, 2029 | |||||||
Mortgage Note Due 2029 [Member] | Amended Master Mortgage [Member] | Minimum [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Mortgage loans on real estate, interest rate | 8.50% | |||||||
Percentage of mortgage loan fixed annual escalators | 2.00% | 2.00% | ||||||
Mortgage Note Due 2029 [Member] | Amended Master Mortgage [Member] | Maximum [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Mortgage loans on real estate, interest rate | 10.00% | |||||||
Percentage of mortgage loan fixed annual escalators | 2.50% | 2.50% | ||||||
Mortgage Note Due 2029 [Member] | Amended Master Mortgage [Member] | Tranche One [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Maturity year | 2,018 | |||||||
Mortgage Note Due 2029 [Member] | Amended Master Mortgage [Member] | Tranche Two [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Maturity year | 2,019 | |||||||
Mortgage Note Due 2029 [Member] | Amended Master Mortgage [Member] | Tranche Three [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Maturity year | 2,029 | |||||||
Mortgage Note Due 2029 [Member] | Second Amended Master Mortgage [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Financing receivable, face amount | $ 44,700 | $ 44,700 | ||||||
Mortgage notes receivable | 44,200 | 44,200 | ||||||
Mortgage receivable, additional funds committed | $ 9,600 | $ 9,600 | ||||||
Mortgage loans on real estate, interest rate | 9.50% | |||||||
Percentage of mortgage loan interest rate increase per annum | 0.225% | |||||||
Mortgage Note Due 2029 [Member] | Second Amended Master Mortgage [Member] | MI | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Number of additional facilities for mortgage financing | property | 5 | 5 | ||||||
Mortgage Note Due 2029 [Member] | Construction Loans [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Mortgage loans on real estate, number of loans | contract | 2 | |||||||
Maturity year | 2,029 | 2,029 | ||||||
Mortgage Note Due 2029 [Member] | Construction Loans [Member] | Minimum [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Maturity year | 2,018 | 2,018 | ||||||
Mortgage Note Due 2029 [Member] | Construction Loans [Member] | Maximum [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Maturity year | 2,019 | 2,019 | ||||||
Other Mortgage Notes Member | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Mortgage loans on real estate, interest rate | 11.25% | |||||||
Other Mortgage Notes Member | Minimum [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Maturity year | 2,018 | 2,018 | ||||||
Other Mortgage Notes Member | Maximum [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Maturity year | 2,028 | 2,028 | ||||||
Mortgage Notes Paid Off [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Mortgage notes receivable | $ 21,200 | |||||||
Mortgage loans on real estate, number of loans | loan | 2 | |||||||
Mortgage loans on real estate, interest rate | 8.75% | |||||||
Skilled Nursing Facilities [Member] | Mortgage Note Due 2027 [Member] | PENNSYLVANIA | Collateral Pledged [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Number of long term care facilities | property | 7 | |||||||
Assisted Living Facilities [Member] | Mortgage Note Due 2027 [Member] | OH | Collateral Pledged [Member] | ||||||||
Mortgage Loans on Real Estate [Line Items] | ||||||||
Number of long term care facilities | property | 2 |
MORTGAGE NOTES RECEIVABLE (Sche
MORTGAGE NOTES RECEIVABLE (Schedule of Receivables) (Details) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018USD ($)contractproperty | Dec. 31, 2017USD ($)contract | |
Mortgage Loans on Real Estate [Line Items] | ||
Mortgage notes receivable, gross | $ 708,214 | $ 676,137 |
Allowance for loss on mortgage notes receivable | (4,905) | (4,905) |
Total mortgages - net | 703,309 | 671,232 |
Mortgage Note Due 2027 [Member] | ||
Mortgage Loans on Real Estate [Line Items] | ||
Mortgage notes receivable, gross | $ 112,500 | 112,500 |
Mortgage loans on real estate, interest rate | 10.18% | |
Maturity year | 2,027 | |
Mortgage Note Due 2029 [Member] | ||
Mortgage Loans on Real Estate [Line Items] | ||
Mortgage notes receivable, gross | $ 529,960 | 476,320 |
Mortgage loans on real estate, interest rate | 9.67% | |
Number of facilities used in weighted average interest rate | property | 39 | |
Other Mortgage Notes Member | ||
Mortgage Loans on Real Estate [Line Items] | ||
Mortgage notes receivable, gross | $ 65,754 | $ 87,317 |
Mortgage loans on real estate, interest rate | 11.25% | |
Minimum [Member] | Other Mortgage Notes Member | ||
Mortgage Loans on Real Estate [Line Items] | ||
Maturity year | 2,018 | 2,018 |
Maximum [Member] | Other Mortgage Notes Member | ||
Mortgage Loans on Real Estate [Line Items] | ||
Maturity year | 2,028 | 2,028 |
Construction Loans [Member] | Mortgage Note Due 2029 [Member] | ||
Mortgage Loans on Real Estate [Line Items] | ||
Mortgage notes receivable, gross | $ 15,200 | |
Mortgage loans on real estate, number of loans | contract | 2 | |
Maturity year | 2,029 | 2,029 |
Construction Loans [Member] | Minimum [Member] | Mortgage Note Due 2029 [Member] | ||
Mortgage Loans on Real Estate [Line Items] | ||
Maturity year | 2,018 | 2,018 |
Construction Loans [Member] | Maximum [Member] | Mortgage Note Due 2029 [Member] | ||
Mortgage Loans on Real Estate [Line Items] | ||
Maturity year | 2,019 | 2,019 |
Commercial Borrower [Member] | ||
Mortgage Loans on Real Estate [Line Items] | ||
Mortgage notes receivable, gross | $ 1,500 | $ 1,500 |
Mortgage loans on real estate, number of loans | contract | 1 | 1 |
OTHER INVESTMENTS (Narrative) (
OTHER INVESTMENTS (Narrative) (Details) $ in Thousands | Jun. 03, 2018property | Mar. 06, 2018USD ($) | Jul. 29, 2016USD ($) | Jul. 29, 2016USD ($) | Jun. 01, 2016USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | May 31, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 28, 2017USD ($)property | May 31, 2017USD ($) | Jun. 30, 2018USD ($)property | Mar. 31, 2018USD ($)property | Jun. 30, 2018USD ($)property | Jun. 01, 2018USD ($) | May 07, 2018USD ($) | Feb. 22, 2018 | Dec. 31, 2017USD ($) | Aug. 31, 2017USD ($) | Sep. 30, 2016USD ($) | Feb. 26, 2016USD ($) |
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Other investments | $ 377,206 | $ 377,206 | $ 276,342 | |||||||||||||||||||
Other investments, gross | $ 377,206 | $ 377,206 | 276,715 | |||||||||||||||||||
Number of leased real estate properties | property | 936 | 936 | ||||||||||||||||||||
Amount repaid by third party buyer | $ 5,000 | |||||||||||||||||||||
Number of properties sold | property | 33 | 5 | ||||||||||||||||||||
Orianna | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Other investments | $ 40,000 | $ 40,000 | ||||||||||||||||||||
Other Investment Note Due 2018 Through 2022 [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.29% | 8.29% | ||||||||||||||||||||
Other investments, gross | $ 39,984 | $ 39,984 | 15,115 | |||||||||||||||||||
Other Investment Note Due 2018 Through 2022 [Member] | Term Loan [Member] | Orianna | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Financing receivable, face amount | $ 14,200 | $ 14,200 | ||||||||||||||||||||
Other investments | 14,200 | 14,200 | ||||||||||||||||||||
Basis spread on variable interest rate | 5.50% | 5.50% | ||||||||||||||||||||
Investment Maturity Date | Sep. 30, 2018 | |||||||||||||||||||||
Other Investment Note Due 2018 Through 2022 [Member] | Revolving Credit Facility | Orianna | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Financing receivable, face amount | $ 15,800 | $ 15,800 | ||||||||||||||||||||
Other investments | 10,500 | 10,500 | ||||||||||||||||||||
Basis spread on variable interest rate | 9.00% | 9.00% | ||||||||||||||||||||
Investment Maturity Date | Sep. 30, 2018 | |||||||||||||||||||||
Other Investment Note Due 2018 Through 2022 [Member] | Revolving Working Capital Loan [Member] | Orianna | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Financing receivable, face amount | $ 18,800 | |||||||||||||||||||||
Other investments | $ 15,200 | $ 15,200 | ||||||||||||||||||||
Loans Receivable Fixed Rate | 9.00% | |||||||||||||||||||||
Investment Maturity Date | Apr. 30, 2022 | |||||||||||||||||||||
Loan Receivable Default Rate | 5.00% | |||||||||||||||||||||
Other Investment Note Due 2018 Through 2023 [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 10.59% | 10.59% | ||||||||||||||||||||
Other investments, gross | $ 39,166 | $ 39,166 | 40,985 | |||||||||||||||||||
Other Investment Note Due 2020 [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 13.05% | 13.05% | ||||||||||||||||||||
Other investments, gross | $ 68,175 | $ 68,175 | 49,490 | |||||||||||||||||||
Other Investment Note Due 2020 [Member] | Secured Term Loan [Member] | Genesis Healthcare [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Financing receivable, face amount | $ 16,000 | |||||||||||||||||||||
Other investments | 16,200 | 16,200 | ||||||||||||||||||||
Loans Receivable Fixed Rate | 10.00% | |||||||||||||||||||||
Loans Receivable Interest Paid-In-Kind | 5.00% | |||||||||||||||||||||
Investment Maturity Date | Jul. 29, 2020 | |||||||||||||||||||||
Other Investment Note Due 2020 [Member] | Secured Term Loan [Member] | Genesis Healthcare [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Financing receivable, face amount | $ 48,000 | $ 48,000 | ||||||||||||||||||||
Other investments | $ 52,000 | $ 52,000 | ||||||||||||||||||||
Loans Receivable Fixed Rate | 14.00% | |||||||||||||||||||||
Loans Receivable Interest Paid-In-Kind | 9.00% | |||||||||||||||||||||
Investment Maturity Date | Jul. 29, 2020 | |||||||||||||||||||||
LIBOR with floor rate | 1.00% | |||||||||||||||||||||
Basis Spread on Variable Rate | 13.00% | |||||||||||||||||||||
Other Investment Note Due 2021 [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Financing receivable, face amount | 7,000 | |||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 6.00% | 6.00% | ||||||||||||||||||||
Other investments, gross | $ 39,689 | $ 39,689 | 7,000 | |||||||||||||||||||
Other Investment Note Due 2021 [Member] | Unsecured Loan [Member] | Existing Operator [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Financing receivable, face amount | $ 39,700 | |||||||||||||||||||||
Loans Receivable Fixed Rate | 6.00% | |||||||||||||||||||||
Investment Maturity Date | May 31, 2021 | |||||||||||||||||||||
Notes Receivable Principal Payment | $ 600 | |||||||||||||||||||||
Notes Receivable Additional Principal Payment | $ 300 | |||||||||||||||||||||
Other Investment Note Due 2023 Through 2030 Interest [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 7.24% | 7.24% | ||||||||||||||||||||
Other investments, gross | $ 62,800 | $ 62,800 | 64,050 | |||||||||||||||||||
Other Investment Note Due 2023 [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | 12.00% | ||||||||||||||||||||
Other investments, gross | $ 59,324 | $ 59,324 | 49,708 | |||||||||||||||||||
Other Investment Note Due 2023 [Member] | Mezzanine Loan [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Financing receivable, face amount | $ 50,000 | |||||||||||||||||||||
Notes Receivable, Discount | $ 750 | |||||||||||||||||||||
Loan increase (decrease) | $ 10,000 | |||||||||||||||||||||
Loans Receivable Fixed Rate | 12.00% | 12.00% | ||||||||||||||||||||
Investment Maturity Date | May 31, 2023 | |||||||||||||||||||||
Notes Receivable Principal Payment | 2,500 | |||||||||||||||||||||
Notes Receivable, Fees Revenue | 1,100 | |||||||||||||||||||||
Notes Receivable, Fees Revenue Cash Received At Closing | $ 500 | |||||||||||||||||||||
Other Investment Note Due 2024 Through 2025 [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.52% | 8.52% | ||||||||||||||||||||
Other investments, gross | $ 41,987 | $ 41,987 | 31,987 | |||||||||||||||||||
Other Investment Note Due 2024 Through 2025 [Member] | Term Loan [Member] | Agemo Holdings LLC [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Financing receivable, face amount | $ 37,000 | |||||||||||||||||||||
Other Investment Note Due 2024 Through 2025 [Member] | Term Loan [Member] | Agemo Holdings LLC [Member] | Tranche One [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Financing receivable, face amount | $ 5,000 | |||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 13.00% | |||||||||||||||||||||
Other Investment Note Due 2024 Through 2025 [Member] | Term Loan [Member] | Agemo Holdings LLC [Member] | Tranche Two [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Financing receivable, face amount | $ 32,000 | |||||||||||||||||||||
Investment Maturity Date | Dec. 31, 2024 | |||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 9.00% | |||||||||||||||||||||
Other Investment Note Due 2024 Through 2025 [Member] | Secured Working Capital Loan [Member] | Agemo Holdings LLC [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Financing receivable, face amount | $ 25,000 | |||||||||||||||||||||
Investment Maturity Date | Apr. 30, 2025 | |||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 7.00% | |||||||||||||||||||||
Other investments, gross | $ 10,000 | $ 10,000 | ||||||||||||||||||||
Other Investment Note Due 2024 Through 2025 [Member] | Unsecured Loan [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Financing receivable, face amount | $ 2,800 | |||||||||||||||||||||
Other Investment Notes Outstanding [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Other investments | $ 10,000 | |||||||||||||||||||||
Loans Receivable Fixed Rate | 10.00% | |||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 8.55% | 8.55% | ||||||||||||||||||||
Other investments, gross | $ 26,081 | $ 26,081 | $ 18,380 | |||||||||||||||||||
Number of properties acquired | property | 10 | |||||||||||||||||||||
Skilled Nursing Facilities [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Number of leased real estate properties | property | 748 | 748 | ||||||||||||||||||||
Number of properties acquired | property | 7 | |||||||||||||||||||||
Number of properties sold | property | 12 | |||||||||||||||||||||
Debt Instrument, Redemption, Period One [Member] | Other Investment Note Due 2020 [Member] | Secured Term Loan [Member] | Genesis Healthcare [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Notes Receivable Principal Payment | 250 | |||||||||||||||||||||
Debt Instrument, Redemption, Period One [Member] | Other Investment Notes Outstanding [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Notes Receivable Principal Payment | $ 5,000 | |||||||||||||||||||||
Debt Instrument, Redemption, Period Two [Member] | Other Investment Note Due 2020 [Member] | Secured Term Loan [Member] | Genesis Healthcare [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Principal payments | $ 500 | |||||||||||||||||||||
Debt Instrument, Redemption, Period Two [Member] | Other Investment Notes Outstanding [Member] | Scenario, Plan [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Notes Receivable Principal Payment | $ 2,000 | |||||||||||||||||||||
Debt Instrument, Redemption, Period Three [Member] | Other Investment Notes Outstanding [Member] | Scenario, Plan [Member] | ||||||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||||||
Notes Receivable Principal Payment | $ 3,000 |
OTHER INVESTMENTS (Schedule of
OTHER INVESTMENTS (Schedule of Receivables) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 28, 2017 | |
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 377,206 | $ 276,715 | |
Allowance for loss on other investments | (373) | ||
Total other investments | 377,206 | 276,342 | |
Other Investment Note Due 2018 Through 2022 [Member] | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 39,984 | 15,115 | |
Interest rate | 8.29% | ||
Other Investment Note Due 2018 Through 2022 [Member] | Minimum [Member] | |||
Schedule of Investments [Line Items] | |||
Maturity year | 2,018 | ||
Other Investment Note Due 2018 Through 2022 [Member] | Maximum [Member] | |||
Schedule of Investments [Line Items] | |||
Maturity year | 2,022 | ||
Other Investment Note Due 2018 Through 2023 [Member] | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 39,166 | 40,985 | |
Interest rate | 10.59% | ||
Other Investment Note Due 2018 Through 2023 [Member] | Minimum [Member] | |||
Schedule of Investments [Line Items] | |||
Maturity year | 2,018 | ||
Other Investment Note Due 2018 Through 2023 [Member] | Maximum [Member] | |||
Schedule of Investments [Line Items] | |||
Maturity year | 2,023 | ||
Other Investment Note Due 2020 [Member] | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 68,175 | 49,490 | |
Interest rate | 13.05% | ||
Maturity year | 2,020 | ||
Other Investment Note Due 2021 [Member] | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 39,689 | 7,000 | |
Interest rate | 6.00% | ||
Maturity year | 2,021 | ||
Other Investment Note Due 2023 Through 2030 Interest [Member] | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 62,800 | 64,050 | |
Interest rate | 7.24% | ||
Other Investment Note Due 2023 Through 2030 Interest [Member] | Minimum [Member] | |||
Schedule of Investments [Line Items] | |||
Maturity year | 2,023 | ||
Other Investment Note Due 2023 Through 2030 Interest [Member] | Maximum [Member] | |||
Schedule of Investments [Line Items] | |||
Maturity year | 2,030 | ||
Other Investment Note Due 2023 [Member] | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 59,324 | 49,708 | |
Interest rate | 12.00% | ||
Maturity year | 2,023 | ||
Other Investment Note Due 2024 Through 2025 [Member] | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 41,987 | 31,987 | |
Interest rate | 8.52% | ||
Other Investment Note Due 2024 Through 2025 [Member] | Minimum [Member] | |||
Schedule of Investments [Line Items] | |||
Maturity year | 2,024 | ||
Other Investment Note Due 2024 Through 2025 [Member] | Maximum [Member] | |||
Schedule of Investments [Line Items] | |||
Maturity year | 2,025 | ||
Other Investment Notes Outstanding [Member] | |||
Schedule of Investments [Line Items] | |||
Other investments, gross | $ 26,081 | $ 18,380 | |
Total other investments | $ 10,000 | ||
Interest rate | 8.55% | ||
Other Investment Notes Outstanding [Member] | Maximum [Member] | |||
Schedule of Investments [Line Items] | |||
Maturity year | 2,028 |
VARIABLE INTEREST ENTITIES (Det
VARIABLE INTEREST ENTITIES (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018USD ($) | Jun. 30, 2018USD ($) | |
Variable Interest Entity [Line Items] | ||
Variable Interest Entity Possible Future Committed Capital Expenditure Funding | $ 13,600 | $ 13,600 |
Variable Interest Entity Committed Capital Expenditure Funding | 13,100 | 13,100 |
Orianna | ||
Variable Interest Entity [Line Items] | ||
Assets subtotal | 415,254 | 415,254 |
Maximum exposure to loss | 15,328 | 15,328 |
Revenue total | 1,145 | 1,664 |
Orianna | Investment Income [Member] | ||
Variable Interest Entity [Line Items] | ||
Revenue total | 1,145 | 1,664 |
Orianna | Other Collateral [Member] | ||
Variable Interest Entity [Line Items] | ||
Liabilities subtotal | (399,926) | (399,926) |
Orianna | Collateral Pledged [Member] | ||
Variable Interest Entity [Line Items] | ||
Liabilities subtotal | (399,926) | (399,926) |
Orianna | Real Estate Investments [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets subtotal | 37,286 | 37,286 |
Orianna | Investments In Direct Financing Leases [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets subtotal | 337,705 | 337,705 |
Orianna | Other Investments [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets subtotal | 39,984 | 39,984 |
Orianna | Accounts Receivable [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets subtotal | 279 | 279 |
Agemo Holdings LLC [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets subtotal | 497,752 | 497,752 |
Liabilities subtotal | (9,253) | (9,253) |
Maximum exposure to loss | 64,049 | 64,049 |
Revenue total | 15,688 | 31,259 |
Agemo Holdings LLC [Member] | Rental Income [Member] | ||
Variable Interest Entity [Line Items] | ||
Revenue total | 14,860 | 29,711 |
Agemo Holdings LLC [Member] | Investment Income [Member] | ||
Variable Interest Entity [Line Items] | ||
Revenue total | 828 | 1,548 |
Agemo Holdings LLC [Member] | Personal Guarantee Collateral [Member] | ||
Variable Interest Entity [Line Items] | ||
Liabilities subtotal | (15,000) | (15,000) |
Agemo Holdings LLC [Member] | Other Collateral [Member] | ||
Variable Interest Entity [Line Items] | ||
Liabilities subtotal | (409,450) | (409,450) |
Agemo Holdings LLC [Member] | Collateral Pledged [Member] | ||
Variable Interest Entity [Line Items] | ||
Liabilities subtotal | (424,450) | (424,450) |
Agemo Holdings LLC [Member] | Real Estate Investments [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets subtotal | 409,450 | 409,450 |
Agemo Holdings LLC [Member] | Other Investments [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets subtotal | 41,987 | 41,987 |
Agemo Holdings LLC [Member] | Straight-Line Rent Receivables [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets subtotal | 28,737 | 28,737 |
Agemo Holdings LLC [Member] | Above Market Lease [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets subtotal | 4 | 4 |
Agemo Holdings LLC [Member] | Accounts Receivable [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets subtotal | 17,574 | 17,574 |
Agemo Holdings LLC [Member] | Letters of Credit [Member] | ||
Variable Interest Entity [Line Items] | ||
Liabilities subtotal | $ (9,253) | $ (9,253) |
INVESTMENT IN UNCONSOLIDATED 59
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE (Narrative) (Details) $ in Thousands | Nov. 01, 2016USD ($)property | Jun. 30, 2018USD ($)property | Mar. 31, 2018USD ($)property | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)property | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||||
Investment in unconsolidated joint venture | $ 32,820 | $ 32,820 | $ 36,516 | ||||
Assets management fees recognized | $ 500 | $ 500 | $ 1,000 | $ 1,000 | |||
Number Of Facilities Sold | property | 45 | 14 | 45 | ||||
Proceeds from Sale of Property, Plant, and Equipment | $ 147,200 | $ 74,700 | |||||
Gain (loss) on assets sold - net | $ (2,900) | $ 17,500 | |||||
Skilled Nursing Facilities [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Number of properties acquired | property | 7 | ||||||
Second Spring Healthcare Investments [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Investment in unconsolidated joint venture | $ 50,000 | ||||||
Percentage of ownership interest | 15.00% | ||||||
Second Spring Healthcare Investments [Member] | Skilled Nursing Facilities [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Number of properties acquired | property | 64 | ||||||
Payments to acquire facilities | $ 1,100,000 | ||||||
Number Of Facilities Sold | property | 12 | 12 | |||||
Proceeds from Sale of Property, Plant, and Equipment | $ 149,300 | ||||||
Gain (loss) on assets sold - net | $ (4,400) | ||||||
Second Spring Healthcare Investments [Member] | Affiliates Of Lindsey Goldberg Llc [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Percentage of ownership interest | 85.00% |
ASSETS HELD FOR SALE (Schedule
ASSETS HELD FOR SALE (Schedule of Properties Held-for-Sale) (Details) $ in Thousands | Jun. 03, 2018property | Jun. 30, 2018USD ($)property | Mar. 31, 2018USD ($)property |
Number Of Properties | |||
Beginning Balance | 33 | 22 | |
Properties sold/other | (33) | (5) | |
Properties added | 3 | 16 | |
Ending balance | 3 | 33 | |
Net Book Value | |||
Beginning Balance | $ | $ 143,419 | $ 86,699 | |
Properties sold/other | $ | (143,419) | (9,307) | |
Properties added | $ | 3,782 | 66,027 | |
Ending balance | $ | $ 3,782 | $ 143,419 | |
Number of facilities held for sale sold | 33 | 5 | |
Net proceeds from sale of facilities held for sale | $ | $ 96,400 | $ 13,100 | |
Gain (loss) from sale of facilities | $ | 3,500 | 3,500 | |
Impairment charges | $ | $ 2,500 | $ 3,500 | |
Number of facilities impaired | 3 | 16 | |
Ancillary Building [Member] | |||
Net Book Value | |||
Number of property reclassified | 1 | ||
Skilled Nursing Facilities [Member] | |||
Number Of Properties | |||
Properties sold/other | (12) |
INTANGIBLES (Narrative) (Detail
INTANGIBLES (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Intangibles [Abstract] | ||||
Amortization of intangible assets | $ (2.6) | $ (3.1) | $ (5.3) | $ (6.2) |
Remainder of 2018 | (4.3) | (4.3) | ||
2,019 | (8.2) | (8.2) | ||
2,020 | (8) | (8) | ||
2,021 | (7.6) | (7.6) | ||
2,022 | $ (7) | $ (7) | ||
Weighted average remaining amortization | 7 years | |||
Below market leases, weighted average remaining amortization | 9 years |
INTANGIBLES (Schedule of Intang
INTANGIBLES (Schedule of Intangibles) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Assets: | ||
Goodwill | $ 644,369 | $ 644,690 |
Accumulated amortization | (17,541) | (17,059) |
Net intangible assets | 5,052 | 5,534 |
Liabilities: | ||
Below market leases | 161,286 | 164,443 |
Accumulated amortization | (89,584) | (83,824) |
Net intangible liabilities | 71,702 | 80,619 |
Above Market Lease [Member] | ||
Assets: | ||
Gross intangible assets | 22,426 | 22,426 |
In-place leases | ||
Assets: | ||
Gross intangible assets | $ 167 | $ 167 |
INTANGIBLES (Schedule of Reconc
INTANGIBLES (Schedule of Reconciliation of Goodwill) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Balance | $ 644,690 |
Less: foreign currency translation | (321) |
Balance | $ 644,369 |
CONCENTRATION OF RISK (Narrativ
CONCENTRATION OF RISK (Narrative) (Detail) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018USD ($)statecontractproperty | Dec. 31, 2017USD ($) | |
Concentration Risk [Line Items] | ||
Number of facilities owned | 936 | |
Number of states | state | 41 | |
Number of operators | contract | 67 | |
Gross investment in facilities, net of impairments and before reserve for uncollectible loans | $ | $ 8,600,000 | |
Percentage share of real estate investments related to long-term care facilities | 99.00% | |
Number of facilities held-for-sale/closed | 3 | |
Other investments | $ | $ 377,206 | $ 276,342 |
Investment in unconsolidated joint venture | $ | $ 32,820 | $ 36,516 |
FL | ||
Concentration Risk [Line Items] | ||
Concentration percent by state | 10.00% | |
TX | ||
Concentration Risk [Line Items] | ||
Concentration percent by state | 10.00% | |
MI | ||
Concentration Risk [Line Items] | ||
Concentration percent by state | 8.00% | |
Skilled Nursing Facilities [Member] | ||
Concentration Risk [Line Items] | ||
Number of facilities owned | 748 | |
Number of facilities under fixed rate mortgage loan | 51 | |
Assisted Living Facilities [Member] | ||
Concentration Risk [Line Items] | ||
Number of facilities owned | 117 | |
Number of facilities under fixed rate mortgage loan | 2 | |
Specialty [Member] | ||
Concentration Risk [Line Items] | ||
Number of facilities owned | 14 | |
Medical Office Building [Member] | ||
Concentration Risk [Line Items] | ||
Number of facilities owned | 1 | |
Ciena Healthcare [Member] | ||
Concentration Risk [Line Items] | ||
Revenues from operations | 10.00% |
STOCKHOLDERS'_OWNERS' EQUITY (N
STOCKHOLDERS'/OWNERS' EQUITY (Narrative) (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Equity Shelf Program | |||
Issuance of common stock (in shares) | 912 | ||
Gross proceeds from issuance of common stock | $ 27,509 | $ 6,634 | |
Equity Shelf Usd 500 Million 2015 Program [Member] | |||
Equity Shelf Program | |||
Issuance of common stock, average price per share | $ 30.19 | $ 30.16 | |
Sales price, equity distribution agreement | $ 500,000 | $ 500,000 | |
Issuance of common stock (in shares) | 900 | 900 | |
Gross proceeds from issuance of common stock | $ 27,500 | $ 27,500 | |
Dividend Reinvestment And Common Stock Purchase Plan [Member] | |||
Equity Shelf Program | |||
Issuance of common stock, average price per share | $ 29.22 | $ 28.55 | |
Issuance of common stock (in shares) | 800 | 900 | |
Gross proceeds from issuance of common stock | $ 22,200 | $ 27,100 |
STOCKHOLDERS'_OWNERS' EQUITY (S
STOCKHOLDERS'/OWNERS' EQUITY (Schedule of Common Stock Dividends) (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Dividend [Line Items] | ||||
Common Stock, Dividends, Per Share, Declared | $ 0.66 | $ 0.63 | $ 1.32 | $ 1.25 |
Dividend Record Date 31 January 2018 [Member] | ||||
Dividend [Line Items] | ||||
Dividends Declared, Date Of Record | Jan. 31, 2018 | |||
Dividends Declared, Date Of Payment | Feb. 15, 2018 | |||
Common Stock, Dividends, Per Share, Declared | $ 0.66 | |||
Dividend Record Date 30 April 2018 [Member] | ||||
Dividend [Line Items] | ||||
Dividends Declared, Date Of Record | Apr. 30, 2018 | |||
Dividends Declared, Date Of Payment | May 15, 2018 | |||
Common Stock, Dividends, Per Share, Declared | $ 0.66 | |||
Dividend Record Date 31 July 2018 [Member] | ||||
Dividend [Line Items] | ||||
Dividends Declared, Date Of Record | Jul. 31, 2018 | |||
Dividends Declared, Date Of Payment | Aug. 15, 2018 | |||
Common Stock, Dividends, Per Share, Declared | $ 0.66 |
STOCKHOLDERS'_OWNERS' EQUITY 67
STOCKHOLDERS'/OWNERS' EQUITY (Schedule of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Ending balance : Accumulated other comprehensive loss for Omega OP | $ (31,648) | $ (43,913) | $ (31,648) | $ (43,913) | |
Add: portion included in noncontrolling interest | 1,491 | 2,010 | 1,491 | 2,010 | |
Total accumulated other comprehensive loss for Omega | (30,157) | (41,903) | (30,157) | (41,903) | $ (30,150) |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning balance : Accumulated other comprehensive loss for Omega OP | (11,015) | (50,614) | (25,993) | (54,948) | |
Translation (loss) gain | (24,383) | 10,195 | (9,464) | 14,468 | |
Realized (loss) gain | (66) | 79 | (7) | 140 | |
Ending balance : Accumulated other comprehensive loss for Omega OP | (35,464) | (40,340) | (35,464) | (40,340) | |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning balance : Accumulated other comprehensive loss for Omega OP | 5,951 | (166) | 1,463 | (1,420) | |
Unrealized gain (loss) | 1,735 | (1,840) | 5,970 | (1,350) | |
Realized (loss) gain | 53 | 626 | 306 | 1,390 | |
Ending balance : Accumulated other comprehensive loss for Omega OP | 7,739 | (1,380) | 7,739 | (1,380) | |
Accumulated Net Investment Gain (Loss) Attributable to Parent [Member] | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning balance : Accumulated other comprehensive loss for Omega OP | (12,219) | (7,110) | |||
Unrealized gain (loss) | 8,296 | (2,193) | 3,187 | (2,193) | |
Ending balance : Accumulated other comprehensive loss for Omega OP | $ (3,923) | $ (2,193) | $ (3,923) | $ (2,193) |
TAXES (Narrative) (Details)
TAXES (Narrative) (Details) $ in Millions | Dec. 22, 2017 | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) |
Income Tax Contingency [Line Items] | |||||
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 | $ 5.8 | $ 5.8 | |||
Net operating loss carryforwards period | carried forward for no more than 20 years | ||||
Number of subsidiary elected for treated as TRSs | 2 | 2 | |||
State and local income tax provision | $ 0.2 | $ 0.5 | $ 0.3 | $ 1.5 | |
Provision (benefit) for foreign income taxes | $ 0.6 | $ 0.1 | $ 1 | $ 0.2 | |
Tax Year 2017 [Member] | |||||
Income Tax Contingency [Line Items] | |||||
U.S. federal corporate income tax rate under TCJA | 35.00% | ||||
Latest Tax Year [Member] | |||||
Income Tax Contingency [Line Items] | |||||
U.S. federal corporate income tax rate under TCJA | 21.00% |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Detail) - USD ($) $ in Thousands | Jun. 08, 2018 | Jun. 30, 2018 | Jan. 01, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
2018 Plan increase of shares outstanding available | 4,500,000 | ||
Shares of restricted stock awarded | 3,194,405 | ||
Percentage of operating partnership units distributions | 10.00% | ||
Unrecognized compensation cost | $ 27,300 | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of restricted stock awarded | 440,322 | ||
Unrecognized compensation cost | $ 6,900 | ||
RSUs | 1/1/2018 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of restricted stock awarded | 169,900 | 169,900 | |
Unrecognized compensation cost | $ 3,900 | ||
LTIPs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of restricted stock awarded | 1,638,002 | ||
Unrecognized compensation cost | $ 9,800 | ||
Relative TSR PRSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of restricted stock awarded | 1,116,081 | ||
Unrecognized compensation cost | $ 10,600 | ||
2020 LTIP Units | LTIPs | 1/1/2018 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of restricted stock awarded | 677,488 | 677,488 | |
Unrecognized compensation cost | $ 4,300 | ||
2020 TSR | Relative TSR PRSUs | 1/1/2018 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of restricted stock awarded | 334,544 | 334,544 | |
Unrecognized compensation cost | $ 4,800 |
STOCK-BASED COMPENSATION (Sched
STOCK-BASED COMPENSATION (Schedule of Stock-based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Stock-Based Compensation [Abstract] | ||||
Stock-based compensation expense | $ 4,089 | $ 3,734 | $ 8,145 | $ 7,478 |
STOCK-BASED COMPENSATION (Sch71
STOCK-BASED COMPENSATION (Schedule of Unrecognized Compensation Awards) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jan. 01, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares/Units | 3,194,405 | |
Grant Date Average Fair Value Per Unit/ Share | $ 16.07 | |
Total Compensation Cost | $ 51,300 | |
Unrecognized Compensation Cost | $ 27,300 | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares/Units | 440,322 | |
Grant Date Average Fair Value Per Unit/ Share | $ 30.86 | |
Total Compensation Cost | $ 13,600 | |
Unrecognized Compensation Cost | $ 6,900 | |
LTIPs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares/Units | 1,638,002 | |
Grant Date Average Fair Value Per Unit/ Share | $ 10.80 | |
Total Compensation Cost | $ 17,700 | |
Unrecognized Compensation Cost | $ 9,800 | |
Relative TSR PRSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares/Units | 1,116,081 | |
Grant Date Average Fair Value Per Unit/ Share | $ 17.97 | |
Total Compensation Cost | $ 20,000 | |
Unrecognized Compensation Cost | $ 10,600 | |
3/17/2016 | RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,016 | |
Shares/Units | 130,006 | |
Grant Date Average Fair Value Per Unit/ Share | $ 34.78 | |
Total Compensation Cost | $ 4,500 | |
Weighted Average Period of Expense Recognition | 33 months | |
Unrecognized Compensation Cost | $ 800 | |
Performance Period | N/A | |
Vesting Dates | 12/31/2018 | |
3/17/2016 | 2018 LTIP Units | LTIPs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,016 | |
Shares/Units | 370,152 | |
Grant Date Average Fair Value Per Unit/ Share | $ 13.21 | |
Total Compensation Cost | $ 4,900 | |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 1,900 | |
Performance Period | 1/1/2016-12/31/2018 | |
Vesting Dates | Quarterly in 2019 | |
3/17/2016 | 2018 TSR | Relative TSR PRSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,016 | |
Shares/Units | 305,563 | |
Grant Date Average Fair Value Per Unit/ Share | $ 16.44 | |
Total Compensation Cost | $ 5,000 | |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 2,000 | |
Performance Period | 1/1/2016-12/31/2018 | |
Vesting Dates | Quarterly in 2019 | |
1/1/2017 | RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,017 | |
Shares/Units | 140,416 | |
Grant Date Average Fair Value Per Unit/ Share | $ 31.26 | |
Total Compensation Cost | $ 4,400 | |
Weighted Average Period of Expense Recognition | 36 months | |
Unrecognized Compensation Cost | $ 2,200 | |
Performance Period | N/A | |
Vesting Dates | 12/31/2019 | |
1/1/2017 | 2019 LTIP Units | LTIPs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,017 | |
Shares/Units | 399,726 | |
Grant Date Average Fair Value Per Unit/ Share | $ 12.61 | |
Total Compensation Cost | $ 5,000 | |
Weighted Average Period of Expense Recognition | 48 months | |
Unrecognized Compensation Cost | $ 3,200 | |
Performance Period | 1/1/2017-12/31/2019 | |
Vesting Dates | Quarterly in 2020 | |
1/1/2017 | 2019 TSR | Relative TSR PRSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,017 | |
Shares/Units | 285,338 | |
Grant Date Average Fair Value Per Unit/ Share | $ 18.04 | |
Total Compensation Cost | $ 5,100 | |
Weighted Average Period of Expense Recognition | 48 months | |
Unrecognized Compensation Cost | $ 3,200 | |
Performance Period | 1/1/2017-12/31/2019 | |
Vesting Dates | Quarterly in 2020 | |
1/1/2018 | RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,018 | |
Shares/Units | 169,900 | 169,900 |
Grant Date Average Fair Value Per Unit/ Share | $ 27.54 | |
Total Compensation Cost | $ 4,700 | |
Weighted Average Period of Expense Recognition | 36 months | |
Unrecognized Compensation Cost | $ 3,900 | |
Performance Period | N/A | |
Vesting Dates | 12/31/2020 | |
1/1/2018 | 2020 LTIP Units | LTIPs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,018 | |
Shares/Units | 677,488 | 677,488 |
Grant Date Average Fair Value Per Unit/ Share | $ 7.31 | |
Total Compensation Cost | $ 5,000 | |
Weighted Average Period of Expense Recognition | 48 months | |
Unrecognized Compensation Cost | $ 4,300 | |
Performance Period | 1/1/2018-12/31/2020 | |
Vesting Dates | Quarterly in 2021 | |
1/1/2018 | 2020 TSR | Relative TSR PRSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,018 | |
Shares/Units | 334,544 | 334,544 |
Grant Date Average Fair Value Per Unit/ Share | $ 16.65 | |
Total Compensation Cost | $ 5,600 | |
Weighted Average Period of Expense Recognition | 48 months | |
Unrecognized Compensation Cost | $ 4,800 | |
Performance Period | 1/1/2018-12/31/2020 | |
Vesting Dates | Quarterly in 2021 | |
3/31/2015 | 2017 LTIP Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | 137,249 | |
Grant Date Average Fair Value Per Unit/ Share | $ 14.66 | |
Total Compensation Cost | $ 2,000 | |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 300 | |
Performance Period | 1/1/2015-12/31/2017 | |
Vesting Dates | Quarterly in 2018 | |
3/31/2015 | 2017 TSR | Relative TSR PRSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | 137,249 | |
Grant Date Average Fair Value Per Unit/ Share | $ 22.50 | |
Total Compensation Cost | $ 3,100 | |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 400 | |
Performance Period | 1/1/2015-12/31/2017 | |
Vesting Dates | Quarterly in 2018 | |
4/1/2015 | 2017 LTIP Units | LTIPs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | 53,387 | |
Grant Date Average Fair Value Per Unit/ Share | $ 14.81 | |
Total Compensation Cost | $ 800 | |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 100 | |
Performance Period | 1/1/2015-12/31/2017 | |
Vesting Dates | Quarterly in 2018 | |
4/1/2015 | 2017 TSR | Relative TSR PRSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant Year | 2,015 | |
Shares/Units | 53,387 | |
Grant Date Average Fair Value Per Unit/ Share | $ 22.92 | |
Total Compensation Cost | $ 1,200 | |
Weighted Average Period of Expense Recognition | 45 months | |
Unrecognized Compensation Cost | $ 200 | |
Performance Period | 1/1/2015-12/31/2017 | |
Vesting Dates | Quarterly in 2018 | |
Board of Directors | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized Compensation Cost | $ 1,500 |
BORROWING ACTIVITIES AND ARRA72
BORROWING ACTIVITIES AND ARRANGEMENTS (Schedule of Borrowings) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 18 Months Ended | ||||
Jun. 30, 2018USD ($)property | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)property | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)property | Mar. 31, 2018property | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |||||||
Total secured borrowings - net | $ 53,098 | ||||||
Revolving line of credit | $ 220,000 | $ 220,000 | $ 220,000 | 290,000 | |||
Total term loans - net | 902,168 | 902,168 | 902,168 | 904,670 | |||
Discount - net | (19,798) | (19,798) | (19,798) | (21,073) | |||
Deferred financing costs - net | (24,313) | (24,313) | (24,313) | (26,037) | |||
Total senior notes and other unsecured borrowings - net | 3,325,889 | 3,325,889 | 3,325,889 | 3,324,390 | |||
Total unsecured borrowings - net | 4,448,057 | 4,448,057 | 4,448,057 | 4,519,060 | |||
Total secured and unsecured borrowings - net | $ 4,448,057 | $ 4,448,057 | $ 4,448,057 | 4,572,158 | |||
Debt instrument, covenant compliance | we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings | ||||||
Debt instrument, covenant description | Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of June 30, 2018 and December 31, 2017, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings. Omega OP, the guarantor of Parent's outstanding senior notes, does not directly own any substantive assets other than its interest in non-guarantor subsidiaries. | ||||||
Number Of Facilities Sold | property | 45 | 45 | 45 | 14 | |||
Gain (Loss) on Disposition of Assets | $ (2,891) | $ (622) | $ 14,609 | $ 6,798 | |||
Secured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | 53,098 | ||||||
Unsecured Debt [Member] | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maturity | 2,021 | ||||||
Rate | 3.29% | 3.29% | 3.29% | ||||
Long-term Debt, Gross | $ 220,000 | $ 220,000 | $ 220,000 | 290,000 | |||
Subordinated Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity | 2,021 | ||||||
Rate | 9.00% | 9.00% | 9.00% | ||||
Long-term Debt, Gross | $ 20,000 | $ 20,000 | $ 20,000 | 20,000 | |||
Hud Mortgages Assumed December 2011 [Member] | Secured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity | 2,044 | ||||||
Long-term Debt, Gross | 53,666 | ||||||
Deferred Financing Costs - Net [Member] | Secured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | (568) | ||||||
Term Loan [Member] | Unsecured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Discounts and deferred financing costs - net | (4,862) | (4,862) | $ (4,862) | (5,460) | |||
Total term loans - net | $ 902,168 | $ 902,168 | $ 902,168 | 904,670 | |||
U.S. term loan | Unsecured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity | 2,022 | ||||||
Rate | 3.54% | 3.54% | 3.54% | ||||
Long-term Debt, Gross | $ 425,000 | $ 425,000 | $ 425,000 | 425,000 | |||
Sterling term loan | Unsecured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity | 2,022 | ||||||
Rate | 1.95% | 1.95% | 1.95% | ||||
Long-term Debt, Gross | $ 132,030 | $ 132,030 | $ 132,030 | 135,130 | |||
Omega OP Term Loan | Unsecured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity | 2,022 | ||||||
Rate | 3.54% | 3.54% | 3.54% | ||||
Long-term Debt, Gross | $ 100,000 | $ 100,000 | $ 100,000 | 100,000 | |||
2015 Term Loan | Unsecured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity | 2,022 | ||||||
Rate | 3.80% | 3.80% | 3.80% | ||||
Long-term Debt, Gross | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | |||
4.375% notes due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Rate | 4.375% | 4.375% | 4.375% | 4.375% | |||
4.375% notes due 2023 | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity | 2,023 | ||||||
Rate | 4.375% | 4.375% | 4.375% | ||||
Long-term Debt, Gross | $ 700,000 | $ 700,000 | $ 700,000 | $ 700,000 | |||
4.95% notes due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Rate | 4.95% | 4.95% | 4.95% | 4.95% | |||
4.95% notes due 2024 | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity | 2,024 | ||||||
Rate | 4.95% | 4.95% | 4.95% | ||||
Long-term Debt, Gross | $ 400,000 | $ 400,000 | $ 400,000 | $ 400,000 | |||
4.50% notes due 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Rate | 4.50% | 4.50% | 4.50% | 4.50% | |||
4.50% notes due 2025 | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity | 2,025 | ||||||
Rate | 4.50% | 4.50% | 4.50% | ||||
Long-term Debt, Gross | $ 400,000 | $ 400,000 | $ 400,000 | $ 400,000 | |||
5.25% notes due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Rate | 5.25% | 5.25% | 5.25% | 5.25% | |||
5.25% notes due 2026 | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity | 2,026 | ||||||
Rate | 5.25% | 5.25% | 5.25% | ||||
Long-term Debt, Gross | $ 600,000 | $ 600,000 | $ 600,000 | $ 600,000 | |||
4.50% notes due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Rate | 4.50% | 4.50% | 4.50% | 4.50% | |||
4.50% notes due 2027 | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity | 2,027 | ||||||
Rate | 4.50% | 4.50% | 4.50% | ||||
Long-term Debt, Gross | $ 700,000 | $ 700,000 | $ 700,000 | $ 700,000 | |||
4.75% notes due 2028 | |||||||
Debt Instrument [Line Items] | |||||||
Rate | 4.75% | 4.75% | 4.75% | 4.75% | |||
4.75% notes due 2028 | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity | 2,028 | ||||||
Rate | 4.75% | 4.75% | 4.75% | ||||
Long-term Debt, Gross | $ 550,000 | $ 550,000 | $ 550,000 | $ 550,000 | |||
Other Debt [Member] | Unsecured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity | 2,018 | ||||||
Long-term Debt, Gross | 1,500 | ||||||
Omega OP | |||||||
Debt Instrument [Line Items] | |||||||
Total secured borrowings - net | 53,098 | ||||||
Total term loans - net | 99,488 | 99,488 | $ 99,488 | $ 99,423 | |||
Gain (Loss) on Disposition of Assets | (2,891) | $ (622) | 14,609 | $ 6,798 | |||
Omega OP | Term Loan [Member] | Unsecured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Deferred financing costs - net | 500 | $ 500 | $ 500 | ||||
AR | Skilled Nursing Facilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Sale Of Property, Assumption of Liabilities by Acquirer On Transaction | $ 53,000 | ||||||
Number Of Facilities Sold | property | 12 | 12 | 12 | ||||
Gain (Loss) on Disposition of Assets | $ 600 | ||||||
Debt weighted average interest rate | 3.06% | 3.06% | 3.06% | ||||
Debt Instrument, Maturity Date | Jul. 1, 2044 |
FINANCIAL INSTRUMENTS (Schedule
FINANCIAL INSTRUMENTS (Schedule of Financial Instruments) (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Assets: | ||
Investments in direct financing leases - net | $ 349,465 | $ 364,965 |
Mortgage notes receivable - net | 703,309 | 671,232 |
Other investments - net | 377,206 | 276,342 |
Total, assets fair value | 1,429,980 | 1,312,539 |
Liabilities: | ||
Revolving line of credit | 220,000 | 290,000 |
U.S. term loan | 422,782 | 422,498 |
Sterling term loan | 131,347 | 134,360 |
Omega OP term loan | 99,488 | 99,423 |
2015 Term loan | 248,551 | 248,390 |
HUD debt - net | 53,098 | |
Subordinated debt - net | 20,322 | 20,376 |
Other | 1,500 | |
Total, liabilities fair value | $ 4,448,057 | 4,572,158 |
HUD debt - net | 53,098 | |
Fair value, option, methodology and assumptions | The following methods and assumptions were used in estimating fair value disclosures for financial instruments.Direct financing leases: The fair value of the investments in direct financing leases are estimated using a discounted cash flow analysis, using interest rates being offered for similar leases to borrowers with similar credit ratings (Level 3). In addition, the Company may estimate the fair value of its investment based on the estimated fair value of the collateral using a market approach or an income approach which considers inputs such as, current and projected operating performance of the facilities, projected rent, prevailing capitalization rates and/or coverages and bed values (Level 3).Mortgage notes receivable: The fair value of the mortgage notes receivables are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).Other investments: Other investments are primarily comprised of notes receivable. The fair values of notes receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).Revolving line of credit and term loans: The fair value of our borrowings under variable rate agreements are estimated using a present value technique based on expected cash flows discounted using the current market rates (Level 3).Senior notes and subordinated debt: The fair value of our borrowings under fixed rate agreements are estimated using a present value technique based on inputs from trading activity provided by a third-party (Level 2).HUD debt: The fair value of our borrowings under HUD debt agreements are estimated using an expected present value technique based on quotes obtained by HUD debt brokers (Level 2) | |
4.375% notes due 2023 | ||
Liabilities: | ||
Notes Payable | $ 694,059 | $ 693,474 |
Notes issued, interest rate | 4.375% | 4.375% |
4.95% notes due 2024 | ||
Liabilities: | ||
Notes Payable | $ 394,186 | $ 393,680 |
Notes issued, interest rate | 4.95% | 4.95% |
4.50% notes due 2025 | ||
Liabilities: | ||
Notes Payable | $ 395,021 | $ 394,640 |
Notes issued, interest rate | 4.50% | 4.50% |
5.25% notes due 2026 | ||
Liabilities: | ||
Notes Payable | $ 594,674 | $ 594,321 |
Notes issued, interest rate | 5.25% | 5.25% |
4.50% notes due 2027 | ||
Liabilities: | ||
Notes Payable | $ 687,248 | $ 686,516 |
Notes issued, interest rate | 4.50% | 4.50% |
4.75% notes due 2028 | ||
Liabilities: | ||
Notes Payable | $ 540,379 | $ 539,882 |
Notes issued, interest rate | 4.75% | 4.75% |
Estimate Of Fair Value, Fair Value Disclosure [Member] | ||
Assets: | ||
Investments in direct financing leases - net | $ 349,465 | $ 364,965 |
Mortgage notes receivable - net | 726,016 | 686,772 |
Other investments - net | 373,842 | 281,031 |
Total, assets fair value | 1,449,323 | 1,332,768 |
Liabilities: | ||
Revolving line of credit | 220,000 | 290,000 |
U.S. term loan | 425,000 | 425,000 |
Sterling term loan | 132,030 | 135,130 |
Omega OP term loan | 100,000 | 100,000 |
2015 Term loan | 250,000 | 250,000 |
HUD debt - net | 51,817 | |
Subordinated debt - net | 23,253 | 23,646 |
Other | 1,500 | |
Total, liabilities fair value | 4,443,108 | 4,665,603 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.375% notes due 2023 | ||
Liabilities: | ||
Notes Payable | 694,736 | 711,190 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.95% notes due 2024 | ||
Liabilities: | ||
Notes Payable | 406,220 | 420,604 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.50% notes due 2025 | ||
Liabilities: | ||
Notes Payable | 390,337 | 399,874 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 5.25% notes due 2026 | ||
Liabilities: | ||
Notes Payable | 605,460 | 625,168 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.50% notes due 2027 | ||
Liabilities: | ||
Notes Payable | 666,345 | 681,007 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.75% notes due 2028 | ||
Liabilities: | ||
Notes Payable | $ 529,727 | $ 550,667 |
COMMITMENTS AND CONTINGENCIES74
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Gronich Securities Class Action [Member] | |
Loss Contingency, Lawsuit Filing Date | November 16, 2017 |
Loss Contingency, Name of Defendant | Omega Healthcare Investors, Inc., C. Taylor Pickett, Robert O. Stephenson, and Daniel J. Booth |
Loss Contingency, Name of Plaintiff | Dror Gronich |
Loss Contingency, Domicile of Litigation | United States District Court for the Southern District of New York |
Steve Klein Class Action [Member] | |
Loss Contingency, Lawsuit Filing Date | November 17, 2017 |
Loss Contingency, Name of Defendant | Omega Healthcare Investors, Inc., C. Taylor Pickett, Robert O. Stephenson, and Daniel J. Booth |
Loss Contingency, Name of Plaintiff | Steve Klein |
Loss Contingency, Domicile of Litigation | United States District Court for the Southern District of New York |
Consolidated Amended Class Action Complaint [Member] | |
Loss Contingency, Lawsuit Filing Date | May 25, 2018 |
Loss Contingency, Name of Plaintiff | Setzer and additional plaintiff Earl Holtzman |
Loss Contingency, Allegations | alleges that the defendants violated the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by making materially false and/or misleading statements, and by failing to disclose material adverse facts about the Company's business, operations, and prospects, including the financial and operating results of one of the Company's operators, the ability of such operator to make timely rent payments, and the impairment of certain of the Company's leases and the uncollectibility of certain receivables. The Securities Class Action, which purports to assert claims for violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, as well as Section 20(a) of the Exchange Act, seeks an unspecified amount of monetary damages, interest, fees and expenses of attorneys and experts, and other relief. |
Loss Contingency, Laws Affected | purports to assert claims for violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, as well as Section 20(a) of the Exchange Act, seeks an unspecified amount of monetary damages, interest, fees and expenses of attorneys and experts, and other relief. The Company and the officers named in the Amended Complaint filed a Motion to Dismiss on July 17, 2018. Briefing on the Motion to Dismiss is to be completed by September 14, 2018. |
COMMITMENTS AND CONTINGENCIES75
COMMITMENTS AND CONTINGENCIES (Schedule of Remaining Commitments) (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Commitments and Contingencies [Abstract] | |
Total commitment | $ 730,009 |
Amounts funded | (450,050) |
Remaining commitment | $ 279,959 |
EARNINGS PER SHARE_UNIT (Schedu
EARNINGS PER SHARE/UNIT (Schedule of Computation of Basic and Diluted Earnings per Share) (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator: | ||||
Net income | $ 81,986 | $ 68,157 | $ 169,919 | $ 177,269 |
Less: net income attributable to noncontrolling interests | (3,450) | (2,900) | (7,163) | (7,572) |
Net income available to common stockholders | $ 78,536 | $ 65,257 | $ 162,756 | $ 169,697 |
Denominator: | ||||
Denominator for basic earnings per share | 199,497 | 197,433 | 199,204 | 197,223 |
Effect of dilutive securities: | ||||
Common stock equivalents | 197 | 467 | 167 | 407 |
Noncontrolling interest - Omega OP Units | 8,766 | 8,772 | 8,768 | 8,793 |
Denominator for diluted earnings per share | 208,460 | 206,672 | 208,139 | 206,423 |
Earnings per share - basic: | ||||
Net income available to common stockholders | $ 0.39 | $ 0.33 | $ 0.82 | $ 0.86 |
Earnings per share - diluted: | ||||
Net income | $ 0.39 | $ 0.33 | $ 0.82 | $ 0.86 |
EARNINGS PER SHARE_UNIT (Omega
EARNINGS PER SHARE/UNIT (Omega Op Schedule of Computation of Basic and Diluted Earnings per Share) (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator: | ||||
Net income | $ 81,986 | $ 68,157 | $ 169,919 | $ 177,269 |
Less: net income attributable to noncontrolling interests | (3,450) | (2,900) | (7,163) | (7,572) |
Net income available to common stockholders | $ 78,536 | $ 65,257 | $ 162,756 | $ 169,697 |
Denominator: | ||||
Denominator for basic earnings per share | 199,497 | 197,433 | 199,204 | 197,223 |
Effect of dilutive securities: | ||||
Common stock equivalents | 197 | 467 | 167 | 407 |
Omega OP Unit equivalents | 8,766 | 8,772 | 8,768 | 8,793 |
Denominator for diluted earnings per share | 208,460 | 206,672 | 208,139 | 206,423 |
Earnings per share - basic: | ||||
Net income available to common stockholders | $ 0.39 | $ 0.33 | $ 0.82 | $ 0.86 |
Earnings per share - diluted: | ||||
Net income | $ 0.39 | $ 0.33 | $ 0.82 | $ 0.86 |
Omega OP | ||||
Numerator: | ||||
Net income | $ 81,986 | $ 68,157 | $ 169,919 | $ 177,269 |
Denominator: | ||||
Denominator for basic earnings per unit | 208,263 | 206,205 | 207,972 | 206,016 |
Effect of dilutive securities: | ||||
Omega OP Unit equivalents | 197 | 467 | 167 | 407 |
Denominator for diluted earnings per unit | 208,460 | 206,672 | 208,139 | 206,423 |
Earnings per unit - basic: | ||||
Net income available to Omega OP Unit holders | $ 0.39 | $ 0.33 | $ 0.82 | $ 0.86 |
Earnings per unit - diluted: | ||||
Net income | $ 0.39 | $ 0.33 | $ 0.82 | $ 0.86 |
SUPPLEMENTAL DISCLOSURE TO CO78
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS (Schedule of Cash Flow Supplemental Disclosures) (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Supplemental Disclosure to Consolidated Statements of Cash Flows [Abstract] | ||||
Cash and cash equivalents | $ 10,951 | $ 21,031 | $ 85,937 | |
Restricted cash | 2,598 | 12,203 | 10,871 | |
Cash, cash equivalents and restricted cash at end of period | 13,549 | 33,234 | $ 96,808 | $ 107,276 |
Interest paid during the period, net of amounts capitalized | 108,317 | 97,610 | ||
Taxes paid during the period | 2,072 | 2,032 | ||
Non cash investing activities | ||||
Non cash acquisition of real estate (See Note 2) | (880) | (9,430) | ||
Non cash proceeds from sale of real estate investments (See Note 2) | 53,118 | |||
Non cash investment in other investments (See Note 5) | (11,026) | |||
Non cash proceeds from other investments (see Note 5) | 7,000 | (6,353) | ||
Total | 48,212 | (15,783) | ||
Non cash financing activities | ||||
Non cash dispostion of other long-term borrowings (See Note 14) | (53,118) | |||
Change in fair value of cash flow hedges | 6,233 | (108) | ||
Remeasurement of debt denominated in a foreign currency | (3,100) | 2,190 | ||
Total | $ (49,985) | $ 2,082 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) $ in Millions | Aug. 01, 2018USD ($)property | Jul. 23, 2018 | Jul. 01, 2018USD ($)property | Jun. 30, 2018 |
Subsequent Event [Line Items] | ||||
Debt instrument, covenant compliance | we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings | |||
Orianna | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, covenant compliance | Omega notified Orianna that it was in default under the DIP facility and, as a result of such default | |||
INDIANA | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Provision of contractual rent | $ | $ 0.5 | |||
Number of facilities transitioned | property | 1 | |||
MISSISSIPPI | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Provision of contractual rent | $ | $ 12 | |||
Number of facilities transitioned | property | 13 |