Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 02, 2019 | |
Document And Entity Information [Line Items] | ||
Entity Registrant Name | OMEGA HEALTHCARE INVESTORS INC | |
Entity Central Index Key | 0000888491 | |
Trading Symbol | ohi | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock Shares Outstanding | 207,025,691 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Omega OP | ||
Document And Entity Information [Line Items] | ||
Entity Registrant Name | OHI Healthcare Properties Limited Partnership | |
Entity Central Index Key | 0001639315 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Real estate properties | ||
Real estate investments | $ 7,818,209 | $ 7,746,410 |
Less accumulated depreciation | (1,631,673) | (1,562,619) |
Real estate investments - net | 6,186,536 | 6,183,791 |
Investment in direct financing leases - net | 11,707 | 132,262 |
Mortgage notes receivable - net | 703,739 | 710,858 |
Total | 6,901,982 | 7,026,911 |
Other investments | 474,066 | 504,626 |
Investment in unconsolidated joint venture | 29,919 | 31,045 |
Assets held for sale - net | 645 | 989 |
Total investments | 7,406,612 | 7,563,571 |
Cash and cash equivalents | 40,028 | 10,300 |
Restricted cash | 1,372 | 1,371 |
Contractual receivables – net | 33,346 | 33,826 |
Other receivables and lease inducements | 338,177 | 313,551 |
Goodwill | 644,190 | 643,950 |
Other assets | 56,341 | 24,308 |
Total assets | 8,520,066 | 8,590,877 |
LIABILITIES AND EQUITY | ||
Revolving line of credit | 195,000 | 313,000 |
Term loans - net | 901,345 | 898,726 |
Secured borrowings | 2,275 | |
Senior notes and other unsecured borrowings – net | 3,330,400 | 3,328,896 |
Accrued expenses and other liabilities | 271,902 | 272,172 |
Deferred income taxes | 13,502 | 13,599 |
Total liabilities | 4,714,424 | 4,826,393 |
Equity: | ||
Common stock $.10 par value authorized – 350,000 shares, issued and outstanding – 207,001 shares as of March 31, 2019 and 202,346 as of December 31, 2018 | 20,700 | 20,235 |
Common stock - additional paid-in capital | 5,240,714 | 5,074,544 |
Cumulative net earnings | 2,200,213 | 2,130,511 |
Cumulative dividends paid | (3,875,884) | (3,739,197) |
Accumulated other comprehensive loss | (39,941) | (41,652) |
Total stockholders' equity | 3,545,802 | 3,444,441 |
Noncontrolling interest | 259,840 | 320,043 |
Total equity | 3,805,642 | 3,764,484 |
Owners' Equity: | ||
Total liabilities and equity | 8,520,066 | 8,590,877 |
Omega OP | ||
Real estate properties | ||
Real estate investments | 7,818,209 | 7,746,410 |
Less accumulated depreciation | (1,631,673) | (1,562,619) |
Real estate investments - net | 6,186,536 | 6,183,791 |
Investment in direct financing leases - net | 11,707 | 132,262 |
Mortgage notes receivable - net | 703,739 | 710,858 |
Total | 6,901,982 | 7,026,911 |
Other investments | 474,066 | 504,626 |
Investment in unconsolidated joint venture | 29,919 | 31,045 |
Assets held for sale - net | 645 | 989 |
Total investments | 7,406,612 | 7,563,571 |
Cash and cash equivalents | 40,028 | 10,300 |
Restricted cash | 1,372 | 1,371 |
Contractual receivables – net | 33,346 | 33,826 |
Other receivables and lease inducements | 338,177 | 313,551 |
Goodwill | 644,190 | 643,950 |
Other assets | 56,341 | 24,308 |
Total assets | 8,520,066 | 8,590,877 |
LIABILITIES AND EQUITY | ||
Term loans - net | 99,586 | 99,553 |
Accrued expenses and other liabilities | 223,934 | 211,277 |
Deferred income taxes | 13,502 | 13,599 |
Intercompany loans payable | 4,377,402 | 4,501,964 |
Total liabilities | 4,714,424 | 4,826,393 |
Owners' Equity: | ||
General partners' equity | 3,545,802 | 3,444,441 |
Limited partners' equity | 259,612 | 320,043 |
Total owners’ equity | 3,805,414 | 3,764,484 |
Noncontrolling interest | 228 | |
Total equity | 3,805,642 | 3,764,484 |
Total liabilities and equity | $ 8,520,066 | $ 8,590,877 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares shares in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
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 | 207,001 | 202,346 |
Common stock, shares outstanding | 207,001 | 202,346 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | ||
Rental income | $ 192,177 | $ 193,949 |
Income from direct financing leases | 260 | 613 |
Mortgage interest income | 18,134 | 16,579 |
Other investment income | 11,914 | 8,527 |
Miscellaneous income | 1,203 | 531 |
Total operating revenues | 223,688 | 220,199 |
Expenses | ||
Depreciation and amortization | 70,852 | 70,361 |
General and administrative | 16,133 | 16,475 |
Real estate taxes | 3,882 | |
Acquisition costs | 2,949 | |
Impairment on real estate properties | 4,914 | |
Impairment on direct financing leases | 7,700 | |
Provision for uncollectible accounts | 7,814 | |
Total operating expenses | 101,516 | 99,564 |
Other operating income | ||
Gain on assets sold - net | 3 | 17,500 |
Operating income | 122,175 | 138,135 |
Other income (expense) | ||
Interest income and other - net | 337 | 585 |
Interest expense | (48,100) | (48,011) |
Interest - amortization of deferred financing costs | (2,238) | (2,243) |
Realized gain on foreign exchange | 26 | 59 |
Total other expense | (49,975) | (49,610) |
Income from continuing operations | 72,200 | 88,525 |
Income tax expense | (675) | (543) |
Income (loss) from unconsolidated joint venture | 657 | (49) |
Net income | 72,182 | 87,933 |
Net income attributable to noncontrolling interest | (2,480) | (3,713) |
Net income available to common stockholders | $ 69,702 | $ 84,220 |
Basic: | ||
Net income available to common stockholders | $ 0.34 | $ 0.42 |
Diluted: | ||
Net income | $ 0.34 | $ 0.42 |
Weighted-average shares outstanding, Basic and Diluted | ||
Weighted-average shares outstanding, basic (in shares) | 204,558 | 198,911 |
Weighted-average shares outstanding, diluted (in shares) | 213,523 | 207,816 |
Omega OP | ||
Revenue | ||
Rental income | $ 192,177 | $ 193,949 |
Income from direct financing leases | 260 | 613 |
Mortgage interest income | 18,134 | 16,579 |
Other investment income | 11,914 | 8,527 |
Miscellaneous income | 1,203 | 531 |
Total operating revenues | 223,688 | 220,199 |
Expenses | ||
Depreciation and amortization | 70,852 | 70,361 |
General and administrative | 16,133 | 16,475 |
Real estate taxes | 3,882 | |
Acquisition costs | 2,949 | |
Impairment on real estate properties | 4,914 | |
Impairment on direct financing leases | 7,700 | |
Provision for uncollectible accounts | 7,814 | |
Total operating expenses | 101,516 | 99,564 |
Other operating income | ||
Gain on assets sold - net | 3 | 17,500 |
Operating income | 122,175 | 138,135 |
Other income (expense) | ||
Interest income and other - net | 337 | 585 |
Interest expense | (48,100) | (48,011) |
Interest - amortization of deferred financing costs | (2,238) | (2,243) |
Realized gain on foreign exchange | 26 | 59 |
Total other expense | (49,975) | (49,610) |
Income from continuing operations | 72,200 | 88,525 |
Income tax expense | (675) | (543) |
Income (loss) from unconsolidated joint venture | 657 | (49) |
Net income | 72,182 | 87,933 |
Net income available to common stockholders | $ 72,182 | $ 87,933 |
Basic: | ||
Net income available to common stockholders | $ 0.34 | $ 0.42 |
Diluted: | ||
Net income | 0.34 | 0.42 |
Net income (loss) available to Omega OP Unit holders: | ||
Net income (in dollars per share) | 0.34 | 0.42 |
Diluted: | ||
Net income (in dollars per share) | $ 0.34 | $ 0.42 |
Weighted-average shares outstanding, Basic and Diluted | ||
Weighted-average shares outstanding, basic (in shares) | 211,835 | 207,680 |
Weighted-average shares outstanding, diluted (in shares) | 213,523 | 207,816 |
Weighted-average Omega OP Units outstanding, basic (in shares) | 211,835 | 207,680 |
Weighted-average Omega OP Units outstanding, diluted (in shares) | 213,523 | 207,816 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net income | $ 72,182 | $ 87,933 |
Other comprehensive income (loss): | ||
Foreign currency translation | 4,475 | 9,869 |
Cash flow hedges | (2,703) | 4,488 |
Total other comprehensive income | 1,772 | 14,357 |
Comprehensive income | 73,954 | 102,290 |
Comprehensive income attributable to noncontrolling interest | (2,541) | (4,319) |
Comprehensive income attributable to common stockholders | 71,413 | 97,971 |
Omega OP | ||
Net income | 72,182 | 87,933 |
Other comprehensive income (loss): | ||
Foreign currency translation | 4,475 | 9,869 |
Cash flow hedges | (2,703) | 4,488 |
Total other comprehensive income | 1,772 | 14,357 |
Comprehensive income | $ 73,954 | $ 102,290 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Omega OPTotal Stockholders' Equity [Member]Restatement Adjustment [Member] | Omega OPTotal Stockholders' Equity [Member] | Omega OPAccumulated Other Comprehensive Loss | Omega OPRestatement Adjustment [Member] | Omega OP | Total Stockholders' Equity [Member]Scenario, Previously Reported [Member] | Total Stockholders' Equity [Member]Restatement Adjustment [Member] | Total Stockholders' Equity [Member] | Common StockScenario, Previously Reported [Member] | Common Stock | Additional Paid-in CapitalScenario, Previously Reported [Member] | Additional Paid-in Capital | Cumulative Net EarningsScenario, Previously Reported [Member] | Cumulative Net EarningsRestatement Adjustment [Member] | Cumulative Net Earnings | Cumulative DividendsScenario, Previously Reported [Member] | Cumulative Dividends | Accumulated Other Comprehensive LossScenario, Previously Reported [Member] | Accumulated Other Comprehensive Loss | Noncontrolling InterestScenario, Previously Reported [Member] | Noncontrolling InterestRestatement Adjustment [Member] | Noncontrolling Interest | Scenario, Previously Reported [Member] | Restatement Adjustment [Member] | Total |
Increase (Decrease) In Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Cumulative effect of accounting change (see Note 2) | $ 10,000 | $ 10,000 | $ 9,577 | $ 9,577 | $ 423 | $ 10,000 | |||||||||||||||||||
Balance, beginning, adjusted | $ 3,564,668 | $ 19,831 | $ 4,936,302 | $ 1,848,933 | $ (3,210,248) | $ (30,150) | $ 333,590 | $ 3,898,258 | |||||||||||||||||
Beginning balance at Dec. 31, 2017 | $ 3,555,091 | $ 19,831 | $ 4,936,302 | $ 1,839,356 | $ (3,210,248) | $ (30,150) | $ 333,167 | $ 3,888,258 | |||||||||||||||||
Increase (Decrease) In Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Stock-based compensation expense | 4,056 | 4,056 | 4,056 | ||||||||||||||||||||||
Vesting/exercising of equity compensation plan, net of tax withholdings (89 shares and 87 shares for 2018 and 2019 respectively) | (1,654) | 9 | (1,663) | (1,654) | |||||||||||||||||||||
Dividend reinvestment and stock purchase plan (892 shares at an average of $36.19 per share 189 shares at an average of $25.87 per share for 2018 and 2019 respectively) | 4,886 | 19 | 4,867 | 4,886 | |||||||||||||||||||||
Deferred compensation directors (9 shares at $33.95 per share and 8 shares at $27.43 per share for 2018 and 2019 respectively) | 67 | 67 | 67 | ||||||||||||||||||||||
Equity Shelf Program (2,221 shares at $34.46 per share, net of issuance costs for 2019) | (29) | (29) | (29) | ||||||||||||||||||||||
Common dividends declared ($0.66 per share for 2018 and 2019) | (131,517) | (131,517) | (131,517) | ||||||||||||||||||||||
Redemption of Omega OP Units (3 units at $27.06 per share and 1,446 units at $38.92 per share for 2018 and 2019 respectively) | (72) | (72) | |||||||||||||||||||||||
Omega OP Units distributions | (5,885) | (5,885) | |||||||||||||||||||||||
Comprehensive income: | |||||||||||||||||||||||||
Foreign currency translation | $ 9,869 | $ 9,869 | 9,452 | 9,452 | 417 | 9,869 | |||||||||||||||||||
Cash flow hedges | 4,488 | 4,488 | 4,299 | 4,299 | 189 | 4,488 | |||||||||||||||||||
Net income | 87,933 | 87,933 | 84,220 | 84,220 | 3,713 | 87,933 | |||||||||||||||||||
Total comprehensive income | 102,290 | 102,290 | |||||||||||||||||||||||
Balance , ending at Mar. 31, 2018 | $ (16,399) | 3,538,448 | 19,859 | 4,943,600 | 1,933,153 | (3,341,765) | (16,399) | 331,952 | 3,870,400 | ||||||||||||||||
Beginning balance at Dec. 31, 2018 | 3,444,441 | 20,235 | 5,074,544 | 2,130,511 | (3,739,197) | (41,652) | 320,043 | 3,764,484 | |||||||||||||||||
Increase (Decrease) In Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Stock-based compensation expense | 4,070 | 4,070 | 4,070 | ||||||||||||||||||||||
Vesting/exercising of equity compensation plan, net of tax withholdings (89 shares and 87 shares for 2018 and 2019 respectively) | (2,279) | 9 | (2,288) | (2,279) | |||||||||||||||||||||
Dividend reinvestment and stock purchase plan (892 shares at an average of $36.19 per share 189 shares at an average of $25.87 per share for 2018 and 2019 respectively) | 32,285 | 89 | 32,196 | 32,285 | |||||||||||||||||||||
Deferred compensation directors (9 shares at $33.95 per share and 8 shares at $27.43 per share for 2018 and 2019 respectively) | 53 | 53 | 53 | ||||||||||||||||||||||
Equity Shelf Program (2,221 shares at $34.46 per share, net of issuance costs for 2019) | 76,547 | 222 | 76,325 | 76,547 | |||||||||||||||||||||
Vesting/exercising of Omega OP Units (9 units) | (298) | (298) | 298 | ||||||||||||||||||||||
Common dividends declared ($0.66 per share for 2018 and 2019) | (136,687) | (136,687) | (136,687) | ||||||||||||||||||||||
Conversion and redemption of Omega OP Units to common stock (1,446 shares at $38.92 per share for 2019) | 56,257 | 145 | 56,112 | (56,257) | |||||||||||||||||||||
Omega OP Units distributions | (7,013) | (7,013) | |||||||||||||||||||||||
Noncontrolling interest - consolidated joint venture | 228 | 228 | 228 | ||||||||||||||||||||||
Comprehensive income: | |||||||||||||||||||||||||
Foreign currency translation | 4,475 | 4,475 | 4,321 | 4,321 | 154 | 4,475 | |||||||||||||||||||
Cash flow hedges | (2,703) | (2,703) | (2,610) | (2,610) | (93) | (2,703) | |||||||||||||||||||
Net income | $ 72,182 | 72,182 | 69,702 | 69,702 | 2,480 | 72,182 | |||||||||||||||||||
Total comprehensive income | $ 73,954 | 73,954 | |||||||||||||||||||||||
Balance , ending at Mar. 31, 2019 | $ (39,941) | $ 3,545,802 | $ 20,700 | $ 5,240,714 | $ 2,200,213 | $ (3,875,884) | $ (39,941) | $ 259,840 | $ 3,805,642 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parentheticals) shares in Thousands | 3 Months Ended | |
Mar. 31, 2019$ / sharesshares | Mar. 31, 2018$ / sharesshares | |
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||
Balance (in shares) | 202,346 | 198,309 |
Balance (in units) | 8,714 | 8,772 |
Dividend reinvestment plan (in shares) | 892 | 189 |
Dividend reinvestment plan (in dollars per share) | $ / shares | $ 36.19 | $ 25.87 |
Deferred compensation directors (in shares) | 9 | 8 |
Deferred compensation directors (in dollars per share) | $ / shares | $ 33.95 | $ 27.43 |
Equity shelf program (in shares) | 2,221 | |
Equity shelf program (in dollars per share) | $ / shares | $ 34.46 | |
Vesting/exercising (in shares) | 87 | 89 |
Vesting/exercising of Omega OP Units (in units) | 9 | |
Common dividends (in dollars per share) | $ / shares | $ 0.66 | $ 0.66 |
Conversion of OP Units to Common stock (in shares) | 1,446 | |
Conversion of OP Units to Common stock (in dollars per share) | $ / shares | $ 38.92 | |
Redemption of OP Units (in units) | 3 | |
Redemption of OP Units (in dollars per share) | $ / shares | 27.06 | |
Balance (in shares) | 207,001 | 198,595 |
Balance (in units) | 7,277 | 8,769 |
CONSOLIDATED STATEMENTS OF CH_3
CONSOLIDATED STATEMENTS OF CHANGES IN OWNERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total Stockholders' Equity [Member]Omega OPScenario, Previously Reported [Member] | Total Stockholders' Equity [Member]Omega OPRestatement Adjustment [Member] | Total Stockholders' Equity [Member]Omega OP | Total Stockholders' Equity [Member]Restatement Adjustment [Member] | Total Stockholders' Equity [Member] | Noncontrolling InterestRestatement Adjustment [Member] | Noncontrolling Interest | General PartnerOmega OPScenario, Previously Reported [Member] | General PartnerOmega OPRestatement Adjustment [Member] | General PartnerOmega OP | Limited PartnerOmega OPScenario, Previously Reported [Member] | Limited PartnerOmega OPRestatement Adjustment [Member] | Limited PartnerOmega OP | Omega OPScenario, Previously Reported [Member] | Omega OPRestatement Adjustment [Member] | Omega OP | Restatement Adjustment [Member] | Total |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||||
Cumulative effect of accounting change (see Note 2) | $ 10,000 | $ 9,577 | $ 423 | $ 9,577 | $ 423 | $ 10,000 | $ 10,000 | |||||||||||
Partners' Capital, Adjusted Balance, Total | $ 3,898,258 | $ 3,564,668 | $ 333,590 | $ 3,898,258 | ||||||||||||||
Balance (in units) | 198,309 | 8,772 | 207,081 | |||||||||||||||
Balance, beginning at Dec. 31, 2017 | $ 3,888,258 | $ 3,555,091 | $ 333,167 | $ 3,888,258 | ||||||||||||||
Balance (in units) at Dec. 31, 2017 | 198,309 | 8,772 | 207,081 | |||||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||||
Contributions from partners | 7,326 | $ 7,326 | $ 7,326 | |||||||||||||||
Contributions from partners (in units) | 286 | 286 | ||||||||||||||||
Distributions to partners | (137,402) | $ (131,517) | $ (5,885) | $ (137,402) | ||||||||||||||
Omega OP Unit conversions | (72) | $ (72) | $ (72) | |||||||||||||||
Omega OP Unit conversions (in units) | (3) | (3) | ||||||||||||||||
Comprehensive income: | ||||||||||||||||||
Foreign currency translation | 9,869 | $ 9,452 | $ 417 | 9,452 | $ 417 | $ 9,869 | $ 9,869 | |||||||||||
Cash flow hedges | 4,488 | 4,299 | 189 | 4,299 | 189 | 4,488 | 4,488 | |||||||||||
Net income | 87,933 | 84,220 | 3,713 | 84,220 | 3,713 | 87,933 | 87,933 | |||||||||||
Total comprehensive income | 102,290 | 102,290 | ||||||||||||||||
Balance, ending at Mar. 31, 2018 | 3,870,400 | $ 3,538,448 | $ 331,952 | $ 3,870,400 | ||||||||||||||
Balance (in units) at Mar. 31, 2018 | 198,595 | 8,769 | 207,364 | |||||||||||||||
Balance, beginning at Dec. 31, 2018 | 3,764,484 | $ 3,444,441 | $ 320,043 | $ 3,764,484 | ||||||||||||||
Balance (in units) at Dec. 31, 2018 | 202,346 | 8,714 | 211,060 | |||||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||||
Contributions from partners | 166,933 | $ 166,933 | $ 166,933 | |||||||||||||||
Contributions from partners (in units) | 4,655 | 4,655 | ||||||||||||||||
Distributions to partners | (143,700) | $ (136,687) | $ (7,013) | $ (143,700) | ||||||||||||||
Omega OP Unit conversions | (56,257) | $ (56,257) | $ (56,257) | |||||||||||||||
Omega OP Unit conversions (in units) | (1,446) | (1,446) | ||||||||||||||||
Noncontrolling interest - consolidated joint venture | 228 | $ 228 | 228 | |||||||||||||||
Vesting/exercising of Omega OP Units | (298) | $ 298 | 9 | |||||||||||||||
Vesting/exercising of Omega OP Units (in units) | 9 | |||||||||||||||||
Comprehensive income: | ||||||||||||||||||
Foreign currency translation | 4,475 | 4,321 | 154 | 4,321 | $ 154 | 4,475 | 4,475 | |||||||||||
Cash flow hedges | (2,703) | (2,610) | (93) | (2,610) | (93) | (2,703) | (2,703) | |||||||||||
Net income | 72,182 | $ 69,702 | 2,480 | 69,702 | 2,480 | 72,182 | 72,182 | |||||||||||
Total comprehensive income | 73,954 | $ 73,954 | ||||||||||||||||
Balance, ending at Mar. 31, 2019 | $ 3,805,414 | $ 228 | $ 3,545,802 | $ 259,612 | $ 3,805,642 | |||||||||||||
Balance (in units) at Mar. 31, 2019 | 207,001 | 7,277 | 214,278 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | ||
Net income | $ 72,182 | $ 87,933 |
Adjustment to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 70,852 | 70,361 |
Impairment on real estate properties | 4,914 | |
Impairment loss on direct financing leases | 7,700 | |
Provision for uncollectible accounts | 7,814 | |
Interest - amortization of deferred financing costs | 2,238 | 2,243 |
Accretion of direct financing leases | 10 | 33 |
Stock-based compensation expense | 4,558 | 4,056 |
Gain on assets sold - net | (3) | (17,500) |
Amortization of acquired in-place leases - net | (1,826) | (2,687) |
Effective yield receivable on mortgage notes | (172) | (354) |
Interest paid-in-kind | (1,446) | (1,891) |
Change in operating assets and liabilities - net: | ||
Contractual receivables | 480 | (4,630) |
Straight-line rent receivables | (11,292) | (14,497) |
Lease inducements | (9,995) | (32,389) |
Other operating assets and liabilities | (23,211) | (50,506) |
Net cash provided by operating activities | 110,075 | 52,900 |
Cash flows from investing activities | ||
Acquisition of real estate or other | (5,879) | (29,672) |
Net proceeds from sale of real estate investments | 356 | 74,745 |
Investments in construction in progress | (30,851) | (21,855) |
Proceeds from direct financing lease and related trust | 86,743 | |
Placement of mortgage loans | (5,245) | (6,749) |
Collection of mortgage principal | 489 | 24,797 |
Distributions from unconsolidated joint venture in excess of earnings | 1,103 | 1,880 |
Capital improvements to real estate investments | (10,199) | (9,596) |
Receipts from insurance proceeds | 1,376 | 1,090 |
Investments in other investments | (8,138) | (89,960) |
Proceeds from other investments | 42,371 | 53,873 |
Net cash provided by (used in) investing activities | 72,126 | (1,447) |
Cash flows from financing activities | ||
Proceeds from credit facility borrowings | 171,000 | 317,000 |
Payments on credit facility borrowings | (289,000) | (252,000) |
Receipts of other long-term borrowings | 2,275 | |
Payments of other long-term borrowings | (328) | |
Payments of financing related costs | (8) | |
Noncontrolling members' contributions to consolidated joint venture | 228 | |
Receipts from dividend reinvestment plan | 32,285 | 4,886 |
Payments for exercised options and restricted stock | (2,279) | (1,654) |
Net proceeds (costs) from issuance of common stock | 76,547 | (29) |
Dividends paid | (136,633) | (131,449) |
Redemption of Omega OP Units | (72) | |
Distributions to Omega OP Unit Holders | (7,013) | (5,885) |
Net cash used in financing activities | (152,590) | (69,539) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 118 | 377 |
Increase (decrease) in cash, cash equivalents and restricted cash | 29,729 | (17,709) |
Cash, cash equivalents and restricted cash at beginning of period | 11,671 | 96,808 |
Cash, cash equivalents and restricted cash at end of period | 41,400 | 79,099 |
Omega OP | ||
Cash flows from operating activities | ||
Net income | 72,182 | 87,933 |
Adjustment to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 70,852 | 70,361 |
Impairment on real estate properties | 4,914 | |
Impairment loss on direct financing leases | 7,700 | |
Provision for uncollectible accounts | 7,814 | |
Interest - amortization of deferred financing costs | 2,238 | 2,243 |
Accretion of direct financing leases | 10 | 33 |
Stock-based compensation expense | 4,558 | 4,056 |
Gain on assets sold - net | (3) | (17,500) |
Amortization of acquired in-place leases - net | (1,826) | (2,687) |
Effective yield receivable on mortgage notes | (172) | (354) |
Interest paid-in-kind | (1,446) | (1,891) |
Change in operating assets and liabilities - net: | ||
Contractual receivables | 480 | (4,630) |
Straight-line rent receivables | (11,292) | (14,497) |
Lease inducements | (9,995) | (32,389) |
Other operating assets and liabilities | (23,211) | (50,506) |
Net cash provided by operating activities | 110,075 | 52,900 |
Cash flows from investing activities | ||
Acquisition of real estate or other | (5,879) | (29,672) |
Net proceeds from sale of real estate investments | 356 | 74,745 |
Investments in construction in progress | (30,851) | (21,855) |
Proceeds from direct financing lease and related trust | 86,743 | |
Placement of mortgage loans | (5,245) | (6,749) |
Collection of mortgage principal | 489 | 24,797 |
Distributions from unconsolidated joint venture in excess of earnings | 1,103 | 1,880 |
Capital improvements to real estate investments | (10,199) | (9,596) |
Receipts from insurance proceeds | 1,376 | 1,090 |
Investments in other investments | (8,138) | (89,960) |
Proceeds from other investments | 42,371 | 53,873 |
Net cash provided by (used in) investing activities | 72,126 | (1,447) |
Cash flows from financing activities | ||
Proceeds from intercompany loans payable from Omega | 173,275 | 317,000 |
Noncontrolling members' contributions to consolidated joint venture | 228 | |
Repayment of intercompany loans payable to Omega | (289,000) | (252,328) |
Payment of financing related costs incurred by Omega | (8) | |
Equity contributions from general partners | 106,553 | 3,203 |
Distributions to general partners | (136,633) | (131,449) |
Distributions to limited partners | (7,013) | (5,885) |
Redemption of Omega OP Units | (72) | |
Net cash used in financing activities | (152,590) | (69,539) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 118 | 377 |
Increase (decrease) in cash, cash equivalents and restricted cash | 29,729 | (17,709) |
Cash, cash equivalents and restricted cash at beginning of period | 11,671 | 96,808 |
Cash, cash equivalents and restricted cash at end of period | $ 41,400 | $ 79,099 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2019 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | OMEGA HEALTHCARE INVESTORS, INC. AND OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Unaudited March 31, 2019 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 March 31, 2019, Omega owned approximately 97% of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and investors owned approximately 3% of the outstanding Omega OP Units. On January 2, 2019, Omega and Omega OP entered into an Agreement and Plan of Merger, as amended by the First Amendment to the Agreement and Plan of Merger, dated March 26, 2019, (the “Merger Agreement”) with MedEquities Realty Trust, Inc. (“MedEquities”) and its subsidiary operating partnership and the general partner of its subsidiary operating partnership. Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Omega will acquire MedEquities and MedEquities will be merged with and into Omega (the “Merger”) at the effective time of the Merger with Omega continuing as the surviving company. At the effective time, each outstanding share of MedEquities common stock will be converted into the right to receive (i) 0.235 of a share of Omega common stock, plus cash in lieu of fractional shares, and (ii) $2.00 in cash, without interest, subject to adjustments as set forth in the Merger Agreement under certain limited circumstances. As of March 31, 2019, the total consideration expected to be exchanged in the merger, including the assumption of debt, is approximately $600 million. The Merger Agreement also provides that MedEquities will declare a special dividend of $0.21 per share of MedEquities common stock (the “Pre-Closing Dividend”) payable to the holders of record of MedEquities common stock as of the trading day immediately prior to the closing date of the Merger, which dividend will be payable following the effective time of the Merger together with the cash consideration under the Merger Agreement. 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 Omega’s consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, (iii) all direct and indirect wholly owned subsidiaries of Omega and (iv) other entities in which Omega or Omega OP has a majority voting interest and control . 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, (ii) all direct and indirect wholly owned subsidiaries of Omega OP and (iii) other entities in which Omega OP has a majority voting interest and control . 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 March 31, 2019, 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. See Note 6 – Variable Interest Entities. Real Estate Investments and Depreciation The costs of significant improvements, renovations and replacements, including interest are capitalized. In addition, we capitalize leasehold improvements when certain criteria are met, including when we supervise construction and will own the improvement. Expenditures for maintenance and repairs are charged to operations as they are incurred. Depreciation is computed on a straight-line basis over the estimated useful lives ranging from 20 to 40 years for buildings, eight to 15 years for site improvements, and three to ten years for furniture, fixtures and equipment. Leasehold interests are amortized over the shorter of the estimated useful life or term of the lease. 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. 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 March 31, 2018, we recognized approximately $4.9 million of impairment on real estate properties. 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 March 31, 2019 and December 31, 2018, we had $4.9 million and $108.1 million, respectively, of reserves on our loans. For additional information see Note 3 – Direct Financing Leases and Note 4 – Mortgage Notes Receivable. 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. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Operations. As our ownership of a controlled subsidiary increases or decreases, any difference between the aggregate consideration paid to acquire the noncontrolling interests and our noncontrolling interest balance is recorded as a component of equity in additional paid-in capital, so long as we maintain a controlling ownership interest. The noncontrolling interest for Omega represents the outstanding Omega OP Units held by outside investors and interests in a consolidated real estate joint venture not fully owned by Omega . The noncontrolling interest for Omega OP represents outside investors interests in a consolidated real estate joint venture not fully owned by Omega OP . 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, if applicable. 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, if applicable. 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, if applicable. 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 March 31, 2019 and December 31, 2018, $1.3 million and $4.0 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. Contractual Receivables and Other Receivables and Lease Inducements 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 receivables 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 operating lease receivables (i.e., contractual receivables or straight-line receivables) are at risk, we limit our rental income to the lesser of lease income on a straight-line basis plus variable rents when they become accruable or cash collected. Any amounts subsequently determined to be no longer probable of collection are written off to rental income. For a loan recognized on an effective yield basis or a direct financing lease, we generally provide an allowance for effective interest or income from direct financing leases when certain conditions or indicators of adverse collectability are present. If these accounts receivable balances are 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: March 31, December 31, 2019 2018 (in thousands) Contractual receivables $ 33,346 $ 34,901 Allowance — (1,075) Contractual receivables – net $ 33,346 $ 33,826 Effective yield interest receivables $ 12,913 $ 12,741 Straight-line rent receivables 262,626 251,166 Lease inducements 62,638 49,644 Other receivables and lease inducements $ 338,177 $ 313,551 During the first quarter of 2019, we wrote-off approximately $1.2 million of straight-line rent receivables to rental income as a result of transitioning a facility to another existing operator. Reclassification Contractual receivables – net, Other receivables and lease inducements, and Gains on assets sold - net have been reclassified to conform to the current period presentation. Accounting Pronouncements Adopted in 2019 In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) . In 2018, the FASB issued ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842 , ASU 2018-10, Leases (Topic 842): Codification Improvements to Topic 842, Leases , ASU 2018-11, Leases (Topic 842): Targeted Improvements and ASU 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors . These standards are collectively referred to herein as Topic 842 and set out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). Topic 842 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. Topic 842 requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. Topic 842 was adopted by us on January 1, 2019 using the modified retrospective method. Upon adoption, we applied the package of practical expedients that allowed us to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases and (iii) initial direct costs for any expired or existing leases. Furthermore, we applied the optional transition method, which allowed us to initially apply Topic 842 at the adoption date and recognize a cumulative effect adjustment to the opening balance of equity in the period of adoption, although we did not have an adjustment. Additionally, our leases met the criteria in Topic 842 to not separate non-lease components from the related lease component; therefore, the accounting for these leases remained largely unchanged from the previous standard. We have elected to exclude sales and other similar taxes from the measurement of lease revenue and expense and we have excluded those costs paid directly by lessees to third parties. Upon adoption, we recorded total initial non-cash right of use assets and lease liabilities of approximately $11.1 million. We also began recording variable lease payments as rental income and real estate tax expense for those facilities’ property taxes that we pay directly and are reimbursed by our operators. For the three months ended March 31, 2019, we recorded $3.8 million of rental income and $3.8 million of real estate tax expense in our Consolidated Statement of Operations. We also began recording rental income and ground lease expense for those assets we lease and are reimbursed by our operators and/or are paid for directly by our operators. For the three months ended March 31, 2019, we recorded $0.2 million of rental income and $0.2 million of ground lease expense in our Consolidated Statement of Operations. In addition, provisions for operating lease losses are recognized as a direct reduction to rental income. Provisions for operating lease losses prior to January 1, 2019 were recorded in provision for uncollectible accounts on our Consolidated Statements of Operations and were not reclassified to conform to the current period presentation. Lessee Disclosure At the inception of the lease and over its term, we evaluate each lease to determine the proper lease classification. Certain of these leases provide us the contractual right to use and economically benefit from all of the space specified in the lease. Therefore, we have determined that they should be evaluated as lease arrangements. As a lessee, the Company is party to ground and/or facility leases related to 11 SNFs and two offices which are classified as operating leases. Substantially all of our operating 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 the specific provisions of each lease as follows: (i) a specific annual increase over the prior year’s rent, generally between 1.0% 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); or (iii) specific dollar increases over prior years. The initial terms of our ground leases range between 10 years and 100 years. Our office leases have initial terms of approximately 10 years. Certain leases have options to extend, terminate or purchase the asset and have been considered in our analysis of the lease term and the measurement of the right-of-use assets and lease liabilities. The discount rate utilized in forming the basis of our right of use assets and lease liabilities approximates our cost of debt. We have not recognized a right of use asset and/or lease liability for leases with terms of 12 months or less and without an option to purchase the underlying asset. On a monthly basis, we remeasure our lease liabilities at the present value of the future lease payments using the discount rate determined at lease commencement. Rental expense from operating leases is generally recognized on a straight-line basis over the lease term. We do not include in our measurement of our lease liability certain variable payments, including changes in an index until the specific events that trigger the variable payments have occurred. As a lessee, certain of our operating leases contain non-lease components, such as our proportionate share of common area expenses. We have determined that all of our operating leases qualify for the practical expedient to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as the lease components. We apply Topic 842, to the combined component. Lease expense derived from our operating leases is recorded in general and administrative in our Consolidated Statement of Operations. As of March 31, 2019 (in thousands) Other assets - right of use assets $ 13,102 Accrued expenses and other liabilities – lease liabilities $ 13,522 For the Three Months Ended March 31, 2019 (in thousands) Operating lease cost Lease expense $ 482 Variable lease expense 42 Total lease expense $ 524 Rental income – ground lease income $ 198 Cash paid for amounts included in the measurement of lease liabilities $ 452 Weighted average remaining lease term (in years) 18 Weighted average discount rate The following amounts reflect the maturities of our operating lease liabilities as of March 31, 2019: Future Rental Payments Accretion of Lease Liability Total Remainder of 2019 $ 1,383 $ (517) $ 866 2020 1,859 (635) 1,224 2021 1,485 (578) 907 2022 1,645 (526) 1,119 2023 1,574 (466) 1,108 2024 1,416 (412) 1,004 Thereafter 14,328 (7 |
PROPERTIES AND INVESTMENTS
PROPERTIES AND INVESTMENTS | 3 Months Ended |
Mar. 31, 2019 | |
Properties and Investments [Abstract] | |
PROPERTIES | NOTE 2 – PROPERTIES AND INVESTMENTS Leased Property A summary of our investments in real estate properties subject to operating leases is as follows: March 31, December 31, 2019 2018 (in thousands) Buildings $ 6,110,246 $ 6,056,820 Land 792,284 786,174 Furniture, fixtures and equipment 451,833 447,610 Site improvements 252,525 250,917 Construction in progress 211,321 204,889 Total real estate investments 7,818,209 7,746,410 Less accumulated depreciation (1,631,673) (1,562,619) Real estate investments – net $ 6,186,536 $ 6,183,791 Asset Acquisitions In March 2019, we acquired one SNF located in Ohio with 99 beds via a deed-in-lieu of foreclosure from a mortgagee. The fair value of the SNF approximated the $11.9 million carrying value of the mortgage. We simultaneously leased the facility to an existing operator with an initial annual cash yield of 12%. We recorded approximately $11.9 million of real estate investment consisting of land ($1.1 million), building ($10.1 million) and furniture and fixtures ($0.7 million). In February 2019, we entered into a joint venture to construct a 100,000 square foot medical office building in Lakeway, Texas with an estimated initial construction budget of approximately $36 million. The Company owns 90% of the venture with the remaining 10% owned by outside investors. During the first quarter of 2019, this consolidated joint venture acquired a parcel of land for approximately $3.6 million. |
DIRECT FINANCING LEASES
DIRECT FINANCING LEASES | 3 Months Ended |
Mar. 31, 2019 | |
Direct Financing Leases [Abstract] | |
DIRECT FINANCING LEASES | NOTE 3 – DIRECT FINANCING LEASES The components of investments in direct financing leases consist of the following: March 31, December 31, 2019 2018 (in thousands) Minimum lease payments receivable $ 28,005 $ 28,294 Less unearned income (16,298) (16,577) Investment in non-Orianna direct financing leases 11,707 11,717 Investment in Orianna direct financing leases — 223,745 Less allowance for loss on Orianna direct financing leases — (103,200) Investment in direct financing leases – net $ 11,707 $ 132,262 Properties subject to direct financing leases 2 17 Number of direct financing leases 2 3 The following amounts reflect the future cash flows and straight-line rents for our direct financing leases as of March 31, 2019 (in thousands): Future Contractual Cash Straight-Line Rent Total Remainder of 2019 $ 875 $ (787) $ 88 2020 1,170 (1,010) 160 2021 1,084 (1,029) 55 2022 1,106 (1,023) 83 2023 1,128 (1,014) 114 2024 1,151 (1,003) 148 Thereafter 21,491 (10,432) 11,059 $ 28,005 $ (16,298) $ 11,707 Former Orianna Direct Financing Lease 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 providing for contractual rental payments yielding 10.6% per annum over the term of the leases. The purchase/leaseback transaction was accounted for as a direct financing lease. 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 of December 31, 2018, we had 15 SNFs subject to a direct financing lease with Orianna with a carrying value of approximately $120.5 million, net of an allowance of $103.2 million. On January 11, 2019, pursuant to a Bankruptcy Court order, affiliates of Orianna purchased the remaining 15 SNFs for $176 million of consideration, comprised of $146 million in cash received by Orianna and a $30.0 million seller note held by the Company. The $30.0 million note bears interest at 6% per annum and matures on January 11, 2026. Interest on the unpaid principal balance is due quarterly in arrears. Commencing on January 11, 2022, quarterly principal payments are due based on a 15-year amortization schedule on the then outstanding principal balance of the loan. On the same date, Orianna repaid the debtor-in-possession (“DIP”) financing, including all related interest. See Note 5 – Other Investments. On January 16, 2019, the Bankruptcy Court confirmed Orianna’s plan, creating a Distribution Trust (the “Trust”) to distribute the proceeds from Orianna’s sale of the remaining 15 SNFs, as well as the Trust’s collections of Orianna’s accounts receivable portfolio. In January 2019, we reclassified our net investment in direct financing lease of $115.8 million from the Trust to other assets on our Consolidated Balance Sheet. For the period from January 16, 2019 through March 31, 2019, we received approximately $87 million from the Trust as a partial liquidation. In March 2019, we received updated information from the Trust indicating diminished collectability of the accounts receivable owed to us. As a result, we recorded an additional $7.7 million allowance, reducing our remaining receivable from the Trust to approximately $21.1 million as of March 31, 2019. As of March 31, 2019, the Trust was comprised of $26.4 million of cash and accounts receivable, net of an estimated allowance, of $6.0 million. We expect that the aggregate of such amounts will be used to pay estimated costs of $11.3 million to other creditors and to wind down the Trust, with the remainder paid to us. The amount payable to us is contingent upon the collection of the accounts receivable balances and the estimated costs to wind down the Trust. These amounts are estimated and remain subject to change. Such changes could be different than the currently estimated amounts and such differences could have a material impact on our financial statements. |
MORTGAGE NOTES RECEIVABLE
MORTGAGE NOTES RECEIVABLE | 3 Months Ended |
Mar. 31, 2019 | |
Mortgage Notes Receivable [Abstract] | |
MORTGAGE NOTES RECEIVABLE | NOTE 4 – MORTGAGE NOTES RECEIVABLE As of March 31, 2019, mortgage notes receivable relate to five 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: March 31, December 31, 2019 2018 (in thousands) Mortgage note due 2027; interest at 10.39% $ 112,500 $ 112,500 Mortgage notes due 2029; interest at 9.88% (1) 542,328 537,515 Other mortgage notes outstanding (2) 53,816 65,748 Mortgage notes receivable, gross 708,644 715,763 Allowance for loss on mortgage notes receivable (3) (4,905) (4,905) Total mortgages — net $ 703,739 $ 710,858 (1) Approximates the weighted average interest rate on 39 facilities as of March 31, 2019. Two notes totaling approximately $24.6 million are construction mortgages maturing in 2019. The remaining loan balance matures in 2029. (2) Other mortgages outstanding have a weighted average interest rate of 11.05% per annum as of March 31, 2019 and maturity dates between 2019 and 2028. (3) The allowance for loss on mortgage notes receivable relates to one mortgage with an operator. The net carrying value and fair value of the mortgage note receivable is approximately $1.5 million at March 31, 2019 and December 31, 2018. |
OTHER INVESTMENTS
OTHER INVESTMENTS | 3 Months Ended |
Mar. 31, 2019 | |
Other Investments [Abstract] | |
OTHER INVESTMENTS | NOTE 5 – OTHER INVESTMENTS A summary of our other investments is as follows: March 31, December 31, 2019 2018 (in thousands) Other investment note due 2019; interest at 9.35% $ 131,300 $ 131,452 Other investment notes due 2020; interest at 13.07% (1) 72,511 71,036 Other investment notes due 2023; interest at 7.32% (1) 65,000 65,000 Other investment note due 2023; interest at 12.00% 57,019 59,454 Other investment notes due 2024-2025; interest at 8.26% (1) 50,787 46,287 Other investment note due 2018-2022 — 40,242 Other investment notes outstanding (2) 97,449 91,155 Total other investments $ 474,066 $ 504,626 (1) Approximate weighted average interest rate as of March 31, 2019. (2) Other investment notes have a weighted average interest rate of 7.31% as of March 31, 2019 and maturity dates through 2028. 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 was 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 bore interest at 1-month LIBOR plus 5.5% per annum and matured on September 30, 2018. The $15.8 million revolving credit facility bore interest at 1-month LIBOR plus 9.0% per annum and matured on September 30, 2018. As of December 31, 2018, approximately $14.2 million was outstanding on this term loan and $10.8 million was outstanding on this revolving credit facility. In January 2019, Orianna repaid the DIP financing and permanently terminated our commitment under the DIP. In May 2017, we provided Orianna an $18.8 million maximum borrowing secured revolving working capital loan that bore 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 was to mature on April 30, 2022. This revolving working capital loan bore a default rate of 5% per annum. As of December 31, 2018, approximately $15.2 million was outstanding on this revolving working capital loan. In January 2019, Orianna settled this secured revolving working capital loan. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 3 Months Ended |
Mar. 31, 2019 | |
Variable Interest Entities [Abstract] | |
VARIABLE INTEREST ENTITIES | NOTE 6 – VARIABLE INTEREST ENTITIES As of March 31, 2019 and December 31, 2018, Agemo Holdings LLC (“Agemo”; formerly Signature Healthcare) is a VIE. Below is a summary of our assets and collateral associated with this operator as of March 31, 2019 and December 31, 2018: March 31, December 31, 2019 2018 (in thousands) Assets Real estate investments – net $ 411,748 $ 413,396 Other investments 50,787 46,287 Contractual receivables 18,044 18,017 Straight-line rent receivables 36,959 34,203 Lease inducement 3,513 2,362 Above market lease 1 2 Subtotal 521,052 514,267 Collateral Letters of credit (9,253) (9,253) Personal guarantee (15,000) (15,000) Other collateral (411,748) (413,396) Subtotal (436,001) (437,649) Maximum exposure to loss $ 85,051 $ 76,618 In determining our maximum exposure to loss from the VIE, we considered the underlying value of the real estate subject to leases with the operator and other collateral, if any, supporting our other investments, which may include accounts receivable, security deposits, letters of credit or personal guarantees, if any. See Note 5 – Other Investments and Note 16 – Contingencies, Indemnities and Commitments, regarding our commitment to provide capital expenditure funding to our operators which includes Agemo. The table below reflects our total revenues from Agemo for the three months ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 March 31, 2018 (in thousands) Revenue Rental income $ 14,771 $ 14,850 Other investment income 1,034 720 Total (1) $ 15,805 $ 15,570 (1) For the three months ended March 31, 2019 and 2018, we received cash rental income and other investment income from Agemo of approximately $13.1 million and $10.5 million, respectively. |
INVESTMENT IN UNCONSOLIDATED JO
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE | 3 Months Ended |
Mar. 31, 2019 | |
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 Healthcare, Inc. (“Genesis”). As of March 31, 2019, the joint venture has 51 SNFs subject to an operating lease with Genesis. We receive asset management fees from the joint venture for services provided. For the three months ended March 31, 2019 and 2018, we recognized $0.2 million and $0.5 million, respectively, of asset management fees. 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 | 3 Months Ended |
Mar. 31, 2019 | |
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 of Net Book Value Properties (in thousands) December 31, 2018 3 $ 989 Properties sold/other (1) (1) (344) March 31, 2019 (2) 2 $ 645 (1) In the first quarter of 2019, we sold one facility for approximately $0.4 million in net cash proceeds recognizing a net gain on sale of approximately $3,000. (2) We plan to sell the facilities classified as assets held for sale at March 31, 2019 within the next twelve months. |
INTANGIBLES
INTANGIBLES | 3 Months Ended |
Mar. 31, 2019 | |
Intangibles [Abstract] | |
INTANGIBLES | NOTE 9 – INTANGIBLES The following is a summary of our intangibles as of March 31, 2019 and December 31, 2018: March 31, December 31, 2019 2018 (in thousands) Assets: Goodwill $ 644,190 $ 643,950 Above market leases $ 22,410 $ 22,410 Accumulated amortization (19,337) (19,203) Net intangible assets $ 3,073 $ 3,207 Liabilities: Below market leases $ 143,669 $ 143,669 Accumulated amortization (81,185) (79,226) Net intangible liabilities $ 62,484 $ 64,443 Above market 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 March 31, 2019 and 2018, our net amortization related to intangibles was $1.8 million and $2.7 million, respectively. The estimated net amortization related to these intangibles for the remainder of 2019 and the subsequent four years is as follows: remainder of 2019 – $5.4 million; 2020 – $7.1 million; 2021 – $6.9 million; 2022– $6.6 million and 2023 – $6.4 million. As of March 31, 2019, the weighted average remaining amortization period of both above market lease assets and below market lease liabilities is approximately nine years. The following is a summary of our goodwill as of March 31, 2019: (in thousands) Balance as of December 31, 2018 $ 643,950 Add: foreign currency translation 240 Balance as of March 31, 2019 $ 644,190 |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 3 Months Ended |
Mar. 31, 2019 | |
Concentration of Risk [Abstract] | |
CONCENTRATION OF RISK | NOTE 10 – CONCENTRATION OF RISK As of March 31, 2019, our portfolio of real estate investments consisted of 910 healthcare facilities, located in 41 states and the U.K. and operated by 68 third-party operators. Our investment in these facilities, net of impairments and allowances, totaled approximately $8.5 billion at March 31, 2019, with approximately 99% of our real estate investments related to long-term care facilities. Our portfolio is made up of 722 SNFs, 116 ALFs, 15 specialty facilities, one medical office building, fixed rate mortgages on 50 SNFs and three ALFs, and three facilities that are closed/held for sale. At March 31, 2019, we also held other investments of approximately $474.1 million, consisting primarily of secured loans to third-party operators of our facilities and a $29.9 million investment in an unconsolidated joint venture. At March 31, 2019, we had investments with one operator/or manager that exceeded 10% of our total investments: Ciena Healthcare (“Ciena”). Ciena also generated approximately 10% of our total revenues for the three months ended March 31, 2019 and 2018. At March 31, 2019, the three states in which we had our highest concentration of investments were Florida (10%), Texas (10%) and Michigan (8%). |
STOCKHOLDERS'_OWNERS' EQUITY
STOCKHOLDERS'/OWNERS' EQUITY | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' / Owners' Equity [Abstract] | |
STOCKHOLDERS'/OWNERS' EQUITY | NOTE 11 – 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, 2019 February 15, 2019 $ April 30, 2019 May 15, 2019 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 March 31, 2019, we issued 2.2 million shares of our common stock at an average price of $34.46 per share, net of issuance costs, generating net proceeds of $76.5 million. For the three months ended March 31, 2018, no shares of our common stock were issued under our $500 million Equity Shelf Program. Dividend Reinvestment and Common Stock Purchase Plan For the three months ended March 31, 2019 and 2018, we issued approximately 0.9 million and 0.2 million, respectively, shares of our common stock at an average price of $36.19 and $25.87, respectively, per share through our Dividend Reinvestment and Common Stock Purchase Plan for gross proceeds of approximately $32.3 million and $4.9 million, respectively. 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 Three Months Ended March 31, 2019 2018 (in thousands) Foreign Currency Translation: Beginning balance $ (47,704) $ (26,033) Translation gain 6,769 14,860 Realized gain 26 59 Ending balance (40,909) (11,114) Derivative Instruments: Cash flow hedges: Beginning balance 3,994 1,463 Unrealized (loss) gain (3,011) 4,235 Realized gain (1) 308 253 Ending balance 1,291 5,951 Net investment hedge: Beginning balance 70 (7,070) Unrealized loss (2,320) (5,050) Ending balance (2,250) (12,120) Total accumulated other comprehensive loss for Omega OP (2) (41,868) (17,283) Add: portion included in noncontrolling interest 1,927 884 Total accumulated other comprehensive loss for Omega $ (39,941) $ (16,399) (1) Recorded in interest expense on the Consolidated Statements of Operations . (2) These amounts are included in Owners’ Equity . |
TAXES
TAXES | 3 Months Ended |
Mar. 31, 2019 | |
Taxes [Abstract] | |
TAXES | NOTE 12 – 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 2019, 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 March 31, 2019, 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 $5.7 million. The loss carry-forward is fully reserved as of March 31, 2019, with a valuation allowance due to uncertainties regarding realization. Our net operating loss carryforwards will be carried forward for no more than 20 years, subject to certain limitations. For the three months ended March 31, 2019 and 2018, we recorded approximately $0.2 million and $0.1 million, respectively, of state and local income tax provisions. For the three months ended March 31, 2019 and 2018, we recorded approximately $0.5 million and $0.4 million, respectively, of tax provisions for foreign income taxes. The expenses were included in income tax expense on our Consolidated Statements of Operations. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2019 | |
Stock-Based Compensation [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 13 – STOCK-BASED COMPENSATION Stock-based compensation expense was $4.1 million for the three months ended March 31, 2019 and 2018. Time Based Restricted Equity Awards Time-based restricted equity awards include restricted stock, restricted stock units (“RSUs”) and profit interest units. These awards 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. Profit interest units accrue distributions, which are equivalent to dividend equivalents, but have no voting rights. Once vested, each RSU is convertible into one share of Omega common stock and each profit interest unit is convertible into one partnership unit in Omega OP (“Omega OP Unit”), subject to certain conditions. Restricted stock and RSUs are valued at the price of our common stock on the date of grant. The profit interest units are valued using a Monte Carlo model to estimate the fair value. We expense the cost of these awards ratably over their vesting period. We awarded 34,672 RSUs and 91,992 profit interest units to employees on January 1, 2019. Performance-Based Restricted Equity Awards Performance-based restricted equity awards include performance restricted stock units (“PRSUs”) and profit interest units. Performance restricted stock units (“PRSUs”) and profit interest 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 profit interest units have varying degrees of performance requirements to achieve vesting, and each PRSU and profit interest unit award represents the right to a variable number of shares of common stock or partnership units. Each profit interest 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 FTSE NAREIT Equity Health Care Index. Vesting, in general, requires that the employee remain employed by us until the date specified in the applicable PRSU or profit interest unit 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 or profit interest units, ownership of the PRSUs or profit interest units cannot be transferred. Dividends on the PRSUs are accrued and only paid to the extent the applicable performance requirements are met. While each profit interest 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 profit interest unit accumulate, and if the profit interest unit is earned, the accumulated distributions are paid. The number of shares or units earned under the TSR PRSUs or profit interest units depends generally on the level of achievement of Omega’s TSR over the indicated performance period. We awarded 133,887 TSR PRSUs and 377,766 TSR profit interest units to employees on January 1, 2019. The number of shares or units earned under the Relative TSR PRSUs or profit interest units depends generally on the level of achievement of Omega’s TSR relative to other real estate investment trusts in the FTSE NAREIT Equity Health Care Index TSR over the performance period indicated. We awarded 79,844 Relative TSR PRSUs and 231,087 Relative TSR profit interest units to employees on January 1, 2019. |
BORROWING ACTIVITIES AND ARRANG
BORROWING ACTIVITIES AND ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2019 | |
Borrowing Activities and Arrangements [Abstract] | |
BORROWING ARRANGEMENTS | NOTE 14 – BORROWING ACTIVITIES AND ARRANGEMENTS The following is a summary of our borrowings: Annual Interest Rate as of March 31, March 31, December 31, Maturity 2019 2019 2018 (in thousands) Secured borrowings: Term loan (1) 2021 5.75 % $ 2,275 $ — Unsecured borrowings: Revolving line of credit 2021 3.74 % 195,000 313,000 U.S. term loan 2022 3.95 % 425,000 425,000 Sterling term loan (2) 2022 2.18 % 130,310 127,990 Omega OP term loan (3) 2022 3.95 % 100,000 100,000 2015 term loan 2022 3.80 % 250,000 250,000 Discounts and deferred financing costs – net (4) (3,965) (4,264) Total term loans – net 901,345 898,726 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 Subordinated debt 2021 9.000 % 20,000 20,000 Discount – net (17,884) (18,523) Deferred financing costs – net (21,716) (22,581) Total senior notes and other unsecured borrowings – net 3,330,400 3,328,896 Total unsecured borrowings – net 4,426,745 4,540,622 Total secured and unsecured borrowings – net (5) $ 4,429,020 $ 4,540,622 (1) This borrowing is the debt of a consolidated joint venture. (2) This borrowing is denominated in British Pounds Sterling. (3) These amounts represent borrowings that were incurred by Omega OP or wholly owned subsidiaries of Omega OP. (4) The amount includes $0.4 million of net deferred financing costs related to the Omega OP term loan as of March 31, 2019. (5) All borrowings are direct borrowings of Omega unless otherwise noted. Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of March 31, 2019 and December 31, 2018, 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 | 3 Months Ended |
Mar. 31, 2019 | |
Financial Instruments [Abstract] | |
FINANCIAL INSTRUMENTS | NOTE 15 – FINANCIAL INSTRUMENTS The net carrying amount of cash and cash equivalents, restricted cash, contractual receivables, other assets 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 March 31, 2019 and December 31, 2018, the net carrying amounts and fair values of our other financial instruments were as follows: March 31, 2019 December 31, 2018 Carrying Fair Carrying Fair Amount Value Amount Value (in thousands) Assets: Investments in direct financing leases – net $ 11,707 $ 11,707 $ 132,262 $ 132,262 Mortgage notes receivable – net 703,739 736,923 710,858 735,892 Other investments – net 474,066 474,020 504,626 503,907 Total $ 1,189,512 $ 1,222,650 $ 1,347,746 $ 1,372,061 Liabilities: Revolving line of credit $ 195,000 $ 195,000 $ 313,000 $ 313,000 Secured borrowing 2,275 2,275 — — U.S. term loan 423,206 425,000 423,065 425,000 Sterling term loan 129,758 130,310 127,394 127,990 Omega OP term loan (1) 99,586 100,000 99,553 100,000 2015 term loan 248,795 250,000 248,713 250,000 4.375% notes due 2023 – net 694,935 715,197 694,643 700,062 4.95% notes due 2024 – net 394,944 417,491 394,691 406,386 4.50% notes due 2025 – net 395,592 406,965 395,402 392,122 5.25% notes due 2026 – net 595,203 629,520 595,027 605,700 4.50% notes due 2027 – net 688,347 702,405 687,981 671,555 4.75% notes due 2028 – net 541,135 561,882 540,883 537,508 Subordinated debt – net 20,244 22,678 20,270 22,589 Total $ 4,429,020 $ 4,558,723 $ 4,540,622 $ 4,551,912 (1) This amount represents a borrowing that was incurred by 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 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). For the Orianna direct financing lease as of December 31, 2018, the Company estimated the fair value of its investment based on the expected liquidating payments from the Trust as further described in Note 3 – Direct Financing Leases (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, secured borrowing 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). |
CONTINGENCIES, INDEMNITIES AND
CONTINGENCIES, INDEMNITIES AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
Contingencies, Indemnities and Commitments [Abstract] | |
CONTINGENCIES, INDEMNITIES AND CONTINGENCIES | NOTE 16 – CONTINGENCIES, INDEMNITIES AND COMMITMENTS 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 (the “Court”) , Case No. 1:17‑cv‑08983‑NRB. 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. 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 plaintiff Setzer and additional plaintiff Earl Holtzman filed a Consolidated Amended Class Action Complaint on May 25, 2018 (the “Securities Class Action”). 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 Securities Class Action filed a Motion to Dismiss on July 17, 2018 and the Court heard Oral Argument on February 13, 2019. On March 25, 2019, the Court entered an order dismissing with prejudice all claims against all defendants. On April 22, 2019, the plaintiffs filed a Notice of Appeal with the United States District Court for the Southern District of New York, notifying the Court that they are appealing the Court’s order of dismissal with prejudice to the United States Court of Appeals for the Second Circuit. On May 6, 2019, the Second Circuit Court of Appeals filed a Notice of Expedited Appeal and set a briefing schedule. Appellants’ brief is due on June 10, 2019 and the Company’s brief is due on July 15, 2019. The Board of Directors received a demand letter, dated April 9, 2018, from an attorney representing Phillip Swan (“Swan”), a purported current shareholder of the Company, relating to the subject matter covered by the Securities Class Action (the “Swan 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. After an investigation and due consideration, and in the exercise of its business judgment, the Board determined that it is not in the best interests of the Company to commence litigation against any current or former officers or directors based on the matters raised in the Swan Shareholder Demand. In November 2018, the Board also received shareholder demands from two additional purported shareholders, Tom Bradley (“Bradley”) and Sarah Smith (“Smith”), each represented by the same counsel as Swan, that were substantively identical to the Shareholder Demand (the “Bradley/Smith Shareholder Demands”). The Board reached the same conclusion with respect to those demands as it reached with the Swan Shareholder Demand. On August 22, 2018, Stourbridge Investments LLC, a purported stockholder of the Company, filed a derivative action purportedly on behalf of the Company in the Court against the current directors of the Company as well as certain officers alleging violations of Section 14(a) of the Securities Exchange Act of 1934 and state-law claims including breach of fiduciary duty. Stourbridge Investments LLC v. Callen et al., No. 1:18-cv-07638. The complaint alleges, among other things, that the defendants are responsible for the Company’s failure to disclose the financial condition of Orianna Health Systems, the alleged non-disclosures that are also the subject of the Securities Class Action described above. The defendants in the action are the three individual defendants named in the Securities Class Action (Messrs. Pickett, Booth and Stephenson), as well as the Company’s non-management directors. The plaintiff did not make a demand on the Company to bring the action prior to filing it, but rather alleges that demand would have been futile. The parties have entered into a stipulation in which they agreed to stay the case, including any response by defendants, pending the entry of judgment or a voluntary dismissal with prejudice in the Securities Class Action. The agreed-upon stipulation and order to stay the case were entered by the Court on October 25, 2018. In addition, on January 30, 2019, Swan filed a derivative action in the Baltimore City Circuit Court of Maryland, purportedly on behalf of the Company against certain current and former directors of the Company as well as certain officers, asserting claims for breach of fiduciary duty, waste of corporate assets and unjust enrichment. Swan v. Pickett, et al., No. 24-C-19-000573. Swan alleges that the Swan Shareholder Demand was wrongfully refused. On February 21, 2019, Bradley and Smith filed a derivative action in the Baltimore City Circuit Court of Maryland, purportedly on behalf of the Company against certain current and former directors of the Company as well as certain officers, asserting claims for breach of fiduciary duty, abuse of control, gross mismanagement, and unjust enrichment. Bradley and Smith v. Callen, et al. , No. 24-c-19-000972. Bradley and Smith allege that the Bradley/Smith Shareholder Demands were wrongly refused. No response date for the defendants has yet come due. Separately, four lawsuits have been filed by purported stockholders of MedEquities against MedEquities and its directors challenging the proposed merger between MedEquities and the Company. Two of the lawsuits also name the Company as a defendant. On February 21, 2019, a purported stockholder of MedEquities filed a lawsuit against MedEquities, members of the MedEquities board of directors, and the Company in the United States District Court for the District of Maryland. Brekka v. MedEquities Realty Trust, Inc., et al ., Case 1:19-cv-00535-JKB. The complaint alleges, among other things, that MedEquities, members of the MedEquities’ Board, and the Company violated Section 14(a) of the Securities Exchange Act by making materially incomplete and misleading statements in, and/or omitting certain information that is material to stockholders from, the Registration Statement on Form S-4 Form S-4 On February 22, 2019, another purported stockholder of MedEquities filed a derivative and class action lawsuit against MedEquities, members of the MedEquities board of directors, and the Company in the Circuit Court for Baltimore City, Maryland. Scarantino v. McRoberts et al ., Case No. 24-c-19-001027. The complaint alleges, among other things, breaches of fiduciary duties by the MedEquities’ board of directors in connection with its approval of the merger and the omission from the Form S-4 On March 17, 2019, a purported stockholder of MedEquities filed a class action lawsuit against MedEquities and members of the MedEquities board of directors in the United States District Court for the Middle District of Tennessee. Bushansky v. MedEquities Realty Trust, Inc., et al ., Case 3:19-cv-00231. The complaint alleges, among other things, that MedEquities and its directors violated Section 14(a) of the Securities Exchange Act by making materially incomplete and misleading statements in, and/or omitting certain information that is material to stockholders from, the Combined Proxy Statement and Form S-4 On March 29, 2019, a purported stockholder of MedEquities filed a class action lawsuit against MedEquities and members of the MedEquities board of directors in the Circuit Court of Maryland, Baltimore City, Maryland alleging, among other things, that MedEquities and members of the MedEquities board of directors breached their fiduciary duties by: (i) failing to fulfill their fiduciary oversight function; (ii) authorizing the filing of a materially incomplete and misleading proxy statement/prospectus; and (iii) authorizing in the company’s Amended and Restated Bylaws the enactment of an exclusive venue designation whereby the Circuit Court for Baltimore City, Maryland is the sole and exclusive forum for certain litigation against the company, or if that court does not have jurisdiction, the U.S. District Court for the District of Maryland, Baltimore Division (the “Exclusive Venue Bylaw”). Russell v. MedEquities Realty Trust, Inc., et al. , Case No. C-03-CV-19-000721. The complaint seeks, among other things, an injunction preventing the special meeting of MedEquities stockholders to vote on the transaction and, in the event the transaction is implemented, rescission of the transaction or damages, a declaration that the Exclusive Venue Bylaw is invalid, an injunction preventing the enforcement of the Exclusive Venue Bylaw, and attorneys’ fees and costs. The Company believes that the claims asserted against it in these lawsuits are without merit and intend to vigorously defend against them. 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. Indemnities In connection with certain facility transitions, we provided certain operators with indemnities. As of March 31, 2019, our maximum funding commitment under these indemnities approximates $16.7 million. Claims against these indemnities must occur within 18 months to 72 months of the transition date. These indemnities were provided to these operators upon transition and would be utilized in the event that the prior operators do not perform under their transition agreements. The Company does not expect to fund a material amount under these indemnity agreements. 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 March 31, 2019, are outlined in the table below (in thousands): Total commitments $ 595,164 Amounts funded to date (1) (392,979) Remaining commitments $ 202,185 (1) Includes finance costs. |
EARNINGS PER SHARE_UNIT
EARNINGS PER SHARE/UNIT | 3 Months Ended |
Mar. 31, 2019 | |
Earnings per Share/Unit [Abstract] | |
EARNINGS PER SHARE/UNIT | NOTE 17 – 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 restricted stock and profit interest units, performance restricted stock units and profit interest 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 Omega OP Three Months Ended Three Months Ended March 31, March 31, 2019 2018 2019 2018 (in thousands, except per share amounts) Numerator: Net income $ 72,182 $ 87,933 $ 72,182 $ 87,933 Less: net income attributable to noncontrolling interests (2,480) (3,713) — — Net income available to common stockholders/Omega OP Unit holders $ 69,702 $ 84,220 $ 72,182 $ 87,933 Denominator: Denominator for basic earnings per share/unit 204,558 198,911 211,835 207,680 Effect of dilutive securities: Common stock equivalents 1,688 136 1,688 136 Noncontrolling interest – Omega OP Units 7,277 8,769 — — Denominator for diluted earnings per share/unit 213,523 207,816 213,523 207,816 Earnings per share - basic: Net income available to common stockholders/Omega OP Unit holders $ 0.34 $ 0.42 $ 0.34 $ 0.42 Earnings per share/unit – diluted: Net income $ 0.34 $ 0.42 $ 0.34 $ 0.42 |
SUPPLEMENTAL DISCLOSURE TO CONS
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2019 | |
Supplemental Cash Flow Elements [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 three months ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 2018 (in thousands) Reconciliation of cash and cash equivalents and restricted cash: Cash and cash equivalents $ 40,028 $ 71,231 Restricted cash 1,372 7,868 Cash, cash equivalents and restricted cash at end of period $ 41,400 $ 79,099 Supplemental information: Interest paid during the period, net of amounts capitalized $ 64,470 $ 71,249 Taxes paid during the period $ 1,060 $ 913 Non cash investing activities Non cash acquisition of real estate (See Note 2) $ (11,874) $ (880) Non cash collection of mortgage principal 11,874 — Non cash investment in other investments (20,211) (600) Non cash proceeds from other investments 18,242 — Non cash proceeds from direct financing lease 4,970 — Initial non cash right of use asset - ground leases 5,593 — Initial non cash lease liability - ground leases (5,593) — Total $ 3,001 $ (1,480) Non cash financing activities Change in fair value of cash flow hedges $ (2,680) $ 4,450 Remeasurement of debt denominated in a foreign currency 2,320 5,050 Total $ (360) $ 9,500 |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policy) | 3 Months Ended |
Mar. 31, 2019 | |
Basis of Presentation and Significant Accounting Policies [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 Omega’s consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, (iii) all direct and indirect wholly owned subsidiaries of Omega and (iv) other entities in which Omega or Omega OP has a majority voting interest and control . 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, (ii) all direct and indirect wholly owned subsidiaries of Omega OP and (iii) other entities in which Omega OP has a majority voting interest and control . 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 March 31, 2019, 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. See Note 6 – Variable Interest Entities. |
Real Estate Investments and Depreciation | Real Estate Investments and Depreciation The costs of significant improvements, renovations and replacements, including interest are capitalized. In addition, we capitalize leasehold improvements when certain criteria are met, including when we supervise construction and will own the improvement. Expenditures for maintenance and repairs are charged to operations as they are incurred. Depreciation is computed on a straight-line basis over the estimated useful lives ranging from 20 to 40 years for buildings, eight to 15 years for site improvements, and three to ten years for furniture, fixtures and equipment. Leasehold interests are amortized over the shorter of the estimated useful life or term of the lease. |
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. |
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 March 31, 2018, we recognized approximately $4.9 million of impairment on real estate properties. |
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 March 31, 2019 and December 31, 2018, we had $4.9 million and $108.1 million, respectively, of reserves on our loans. For additional information see Note 3 – Direct Financing Leases and Note 4 – Mortgage Notes Receivable. |
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. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Operations. As our ownership of a controlled subsidiary increases or decreases, any difference between the aggregate consideration paid to acquire the noncontrolling interests and our noncontrolling interest balance is recorded as a component of equity in additional paid-in capital, so long as we maintain a controlling ownership interest. The noncontrolling interest for Omega represents the outstanding Omega OP Units held by outside investors and interests in a consolidated real estate joint venture not fully owned by Omega . The noncontrolling interest for Omega OP represents outside investors interests in a consolidated real estate joint venture not fully owned by Omega OP . |
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, if applicable. 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, if applicable. |
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, if applicable. 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 March 31, 2019 and December 31, 2018, $1.3 million and $4.0 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. |
Contractual Receivables and Other Receivables and Lease Inducements | Contractual Receivables and Other Receivables and Lease Inducements 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 receivables 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 operating lease receivables (i.e., contractual receivables or straight-line receivables) are at risk, we limit our rental income to the lesser of lease income on a straight-line basis plus variable rents when they become accruable or cash collected. Any amounts subsequently determined to be no longer probable of collection are written off to rental income. For a loan recognized on an effective yield basis or a direct financing lease, we generally provide an allowance for effective interest or income from direct financing leases when certain conditions or indicators of adverse collectability are present. If these accounts receivable balances are 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: March 31, December 31, 2019 2018 (in thousands) Contractual receivables $ 33,346 $ 34,901 Allowance — (1,075) Contractual receivables – net $ 33,346 $ 33,826 Effective yield interest receivables $ 12,913 $ 12,741 Straight-line rent receivables 262,626 251,166 Lease inducements 62,638 49,644 Other receivables and lease inducements $ 338,177 $ 313,551 During the first quarter of 2019, we wrote-off approximately $1.2 million of straight-line rent receivables to rental income as a result of transitioning a facility to another existing operator. |
Reclassification | Reclassification Contractual receivables – net, Other receivables and lease inducements, and Gains on assets sold - net have been reclassified to conform to the current period presentation. |
Accounting Pronouncement Adopted in 2019 | Accounting Pronouncements Adopted in 2019 In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) . In 2018, the FASB issued ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842 , ASU 2018-10, Leases (Topic 842): Codification Improvements to Topic 842, Leases , ASU 2018-11, Leases (Topic 842): Targeted Improvements and ASU 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors . These standards are collectively referred to herein as Topic 842 and set out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). Topic 842 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. Topic 842 requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. Topic 842 was adopted by us on January 1, 2019 using the modified retrospective method. Upon adoption, we applied the package of practical expedients that allowed us to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases and (iii) initial direct costs for any expired or existing leases. Furthermore, we applied the optional transition method, which allowed us to initially apply Topic 842 at the adoption date and recognize a cumulative effect adjustment to the opening balance of equity in the period of adoption, although we did not have an adjustment. Additionally, our leases met the criteria in Topic 842 to not separate non-lease components from the related lease component; therefore, the accounting for these leases remained largely unchanged from the previous standard. We have elected to exclude sales and other similar taxes from the measurement of lease revenue and expense and we have excluded those costs paid directly by lessees to third parties. Upon adoption, we recorded total initial non-cash right of use assets and lease liabilities of approximately $11.1 million. We also began recording variable lease payments as rental income and real estate tax expense for those facilities’ property taxes that we pay directly and are reimbursed by our operators. For the three months ended March 31, 2019, we recorded $3.8 million of rental income and $3.8 million of real estate tax expense in our Consolidated Statement of Operations. We also began recording rental income and ground lease expense for those assets we lease and are reimbursed by our operators and/or are paid for directly by our operators. For the three months ended March 31, 2019, we recorded $0.2 million of rental income and $0.2 million of ground lease expense in our Consolidated Statement of Operations. In addition, provisions for operating lease losses are recognized as a direct reduction to rental income. Provisions for operating lease losses prior to January 1, 2019 were recorded in provision for uncollectible accounts on our Consolidated Statements of Operations and were not reclassified to conform to the current period presentation. Lessee Disclosure At the inception of the lease and over its term, we evaluate each lease to determine the proper lease classification. Certain of these leases provide us the contractual right to use and economically benefit from all of the space specified in the lease. Therefore, we have determined that they should be evaluated as lease arrangements. As a lessee, the Company is party to ground and/or facility leases related to 11 SNFs and two offices which are classified as operating leases. Substantially all of our operating 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 the specific provisions of each lease as follows: (i) a specific annual increase over the prior year’s rent, generally between 1.0% 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); or (iii) specific dollar increases over prior years. The initial terms of our ground leases range between 10 years and 100 years. Our office leases have initial terms of approximately 10 years. Certain leases have options to extend, terminate or purchase the asset and have been considered in our analysis of the lease term and the measurement of the right-of-use assets and lease liabilities. The discount rate utilized in forming the basis of our right of use assets and lease liabilities approximates our cost of debt. We have not recognized a right of use asset and/or lease liability for leases with terms of 12 months or less and without an option to purchase the underlying asset. On a monthly basis, we remeasure our lease liabilities at the present value of the future lease payments using the discount rate determined at lease commencement. Rental expense from operating leases is generally recognized on a straight-line basis over the lease term. We do not include in our measurement of our lease liability certain variable payments, including changes in an index until the specific events that trigger the variable payments have occurred. As a lessee, certain of our operating leases contain non-lease components, such as our proportionate share of common area expenses. We have determined that all of our operating leases qualify for the practical expedient to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as the lease components. We apply Topic 842, to the combined component. Lease expense derived from our operating leases is recorded in general and administrative in our Consolidated Statement of Operations. As of March 31, 2019 (in thousands) Other assets - right of use assets $ 13,102 Accrued expenses and other liabilities – lease liabilities $ 13,522 For the Three Months Ended March 31, 2019 (in thousands) Operating lease cost Lease expense $ 482 Variable lease expense 42 Total lease expense $ 524 Rental income – ground lease income $ 198 Cash paid for amounts included in the measurement of lease liabilities $ 452 Weighted average remaining lease term (in years) 18 Weighted average discount rate The following amounts reflect the maturities of our operating lease liabilities as of March 31, 2019: Future Rental Payments Accretion of Lease Liability Total Remainder of 2019 $ 1,383 $ (517) $ 866 2020 1,859 (635) 1,224 2021 1,485 (578) 907 2022 1,645 (526) 1,119 2023 1,574 (466) 1,108 2024 1,416 (412) 1,004 Thereafter 14,328 (7,034) 7,294 Total $ 23,690 $ (10,168) $ 13,522 Lessor Disclosures At the inception of the lease and over its term, we evaluate each lease to determine the proper lease classification. Certain of these leases provide our operators the contractual right to use and economically benefit from all of the physical space specified in the lease, therefore we have determined that they should be evaluated as lease arrangements. As lessor, our leased real estate properties, represented by 720 SNFs, 116 ALFs, 15 specialty facilities and one medical office building at March 31, 2019, are leased under provisions of single or master operating leases with initial terms typically ranging from 5 to 15 years, plus renewal options. See Note 2 – Properties and Investments. As of March 31, 2019, we have determined that all but two of our leases should be accounted for as operating leases. Two leases are accounted for as direct financing leases. See Note 3 – Direct Financing Leases. Under the terms of the leases, the lessee is responsible for all maintenance, repairs, taxes and insurance on the leased properties. Substantially all of our operating 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 the specific provisions of each lease as follows: (i) a specific annual 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); or (iii) specific dollar increases over prior years. Rental income from operating leases is generally recognized on a straight-line basis over the lease term when we have determined that the collectibility of substantially all of the lease payments is probable. If we determine that it is not probable that substantially all of the lease payments will be collected, we account for the revenue under the lease on a cash basis. Changes in the assessment of probability are accounted for on a cumulative basis as if the lease had always been accounted for based on the current determination of the likelihood of collection potentially resulting in increased volatility of rental revenue. Some of our leases have options to extend, terminate or purchase the facilities, which are considered when determining the lease term. We do not include in our measurement of our lease receivables certain variable payments, including changes in an index until the specific events that trigger the variable payments have occurred. Certain of our operating leases require the operators to reimburse us for property taxes and other expenditures that are not considered components of the lease and therefore no consideration is allocated to them as they do not result in the transfer of a good or service to the operators. We have determined that all of our leases qualify for the practical expedient to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as the lease components. We apply Topic 842, to the combined component. Income derived from our leases is recorded in rental income in our Consolidated Statement of Operations. Certain tenants are obligated to pay directly their obligations under their leases for real estate taxes, insurance and certain other expenses. These obligations, which have been assumed by the tenants under the terms of their respective leases, are not reflected in our consolidated financial statements. To the extent any tenant responsible for these obligations under their respective lease defaults on its lease or if it is deemed probable that the tenant will fail to pay for such costs, we would record a liability for such obligation. For the Three Months Ended March 31, 2019 (in thousands) Interest income – direct financing leases $ 260 Rental income – operating leases 188,402 Variable lease income – operating leases 3,775 Total lease income $ 192,177 Real estate tax expense $ 3,882 General and administrative – ground lease expense 237 Total $ 4,119 The following amounts reflecting the estimated contractual rents due to us for the remainder of the initial terms of our operating leases as of March 31, 2019: (in thousands) Remainder of 2019 $ 510,350 2020 696,587 2021 714,235 2022 713,150 2023 699,464 2024 706,106 Thereafter 3,431,098 Total $ 7,470,990 |
Recent Accounting Pronouncements - Pending Adoption | Recent Accounting Pronouncements - Pending Adoption 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 credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU 2016‑13 is effective for annual and interim periods beginning after December 15, 2019. ASU 2016-13 specifically excludes from its scope receivables arising from operating leases accounted for under Topic 842. We currently expect to adopt the standard using the modified retrospective approach. We continue to evaluate the impact of adopting ASU 2016‑13 on our consolidated financial statements. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Schedule of Net Accounts Receivable | A summary of our net receivables by type is as follows: March 31, December 31, 2019 2018 (in thousands) Contractual receivables $ 33,346 $ 34,901 Allowance — (1,075) Contractual receivables – net $ 33,346 $ 33,826 Effective yield interest receivables $ 12,913 $ 12,741 Straight-line rent receivables 262,626 251,166 Lease inducements 62,638 49,644 Other receivables and lease inducements $ 338,177 $ 313,551 |
Schedule of lease balance sheet information | As of March 31, 2019 (in thousands) Other assets - right of use assets $ 13,102 Accrued expenses and other liabilities – lease liabilities $ 13,522 |
Schedule of operating lease cost | For the Three Months Ended March 31, 2019 (in thousands) Operating lease cost Lease expense $ 482 Variable lease expense 42 Total lease expense $ 524 Rental income – ground lease income $ 198 Cash paid for amounts included in the measurement of lease liabilities $ 452 Weighted average remaining lease term (in years) 18 Weighted average discount rate |
Schedule of maturities operating lease liabilities | The following amounts reflect the maturities of our operating lease liabilities as of March 31, 2019: Future Rental Payments Accretion of Lease Liability Total Remainder of 2019 $ 1,383 $ (517) $ 866 2020 1,859 (635) 1,224 2021 1,485 (578) 907 2022 1,645 (526) 1,119 2023 1,574 (466) 1,108 2024 1,416 (412) 1,004 Thereafter 14,328 (7,034) 7,294 Total $ 23,690 $ (10,168) $ 13,522 |
Schedule of operating lease income and expenses | For the Three Months Ended March 31, 2019 (in thousands) Interest income – direct financing leases $ 260 Rental income – operating leases 188,402 Variable lease income – operating leases 3,775 Total lease income $ 192,177 Real estate tax expense $ 3,882 General and administrative – ground lease expense 237 Total $ 4,119 |
Schedule of estimated contractual rent receivables under operating leases | The following amounts reflecting the estimated contractual rents due to us for the remainder of the initial terms of our operating leases as of March 31, 2019: (in thousands) Remainder of 2019 $ 510,350 2020 696,587 2021 714,235 2022 713,150 2023 699,464 2024 706,106 Thereafter 3,431,098 Total $ 7,470,990 |
PROPERTIES AND INVESTMENTS (Tab
PROPERTIES AND INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Properties and Investments [Abstract] | |
Schedule of Investment in Leased Real Estate Properties | A summary of our investments in real estate properties subject to operating leases is as follows: March 31, December 31, 2019 2018 (in thousands) Buildings $ 6,110,246 $ 6,056,820 Land 792,284 786,174 Furniture, fixtures and equipment 451,833 447,610 Site improvements 252,525 250,917 Construction in progress 211,321 204,889 Total real estate investments 7,818,209 7,746,410 Less accumulated depreciation (1,631,673) (1,562,619) Real estate investments – net $ 6,186,536 $ 6,183,791 |
DIRECT FINANCING LEASES (Tables
DIRECT FINANCING LEASES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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: March 31, December 31, 2019 2018 (in thousands) Minimum lease payments receivable $ 28,005 $ 28,294 Less unearned income (16,298) (16,577) Investment in non-Orianna direct financing leases 11,707 11,717 Investment in Orianna direct financing leases — 223,745 Less allowance for loss on Orianna direct financing leases — (103,200) Investment in direct financing leases – net $ 11,707 $ 132,262 Properties subject to direct financing leases 2 17 Number of direct financing leases 2 3 |
Schedule of future cash flow and straight-line rents direct financing leases | The following amounts reflect the future cash flows and straight-line rents for our direct financing leases as of March 31, 2019 (in thousands): Future Contractual Cash Straight-Line Rent Total Remainder of 2019 $ 875 $ (787) $ 88 2020 1,170 (1,010) 160 2021 1,084 (1,029) 55 2022 1,106 (1,023) 83 2023 1,128 (1,014) 114 2024 1,151 (1,003) 148 Thereafter 21,491 (10,432) 11,059 $ 28,005 $ (16,298) $ 11,707 |
MORTGAGE NOTES RECEIVABLE (Tabl
MORTGAGE NOTES RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Mortgage Receivable [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Schedule of other investments | The principal amounts outstanding of mortgage notes receivable, net of allowances, were as follows: March 31, December 31, 2019 2018 (in thousands) Mortgage note due 2027; interest at 10.39% $ 112,500 $ 112,500 Mortgage notes due 2029; interest at 9.88% (1) 542,328 537,515 Other mortgage notes outstanding (2) 53,816 65,748 Mortgage notes receivable, gross 708,644 715,763 Allowance for loss on mortgage notes receivable (3) (4,905) (4,905) Total mortgages — net $ 703,739 $ 710,858 (1) Approximates the weighted average interest rate on 39 facilities as of March 31, 2019. Two notes totaling approximately $24.6 million are construction mortgages maturing in 2019. The remaining loan balance matures in 2029. (2) Other mortgages outstanding have a weighted average interest rate of 11.05% per annum as of March 31, 2019 and maturity dates between 2019 and 2028. (3) The allowance for loss on mortgage notes receivable relates to one mortgage with an operator. The net carrying value and fair value of the mortgage note receivable is approximately $1.5 million at March 31, 2019 and December 31, 2018. |
OTHER INVESTMENTS (Tables)
OTHER INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Receivable [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Schedule of other investments | A summary of our other investments is as follows: March 31, December 31, 2019 2018 (in thousands) Other investment note due 2019; interest at 9.35% $ 131,300 $ 131,452 Other investment notes due 2020; interest at 13.07% (1) 72,511 71,036 Other investment notes due 2023; interest at 7.32% (1) 65,000 65,000 Other investment note due 2023; interest at 12.00% 57,019 59,454 Other investment notes due 2024-2025; interest at 8.26% (1) 50,787 46,287 Other investment note due 2018-2022 — 40,242 Other investment notes outstanding (2) 97,449 91,155 Total other investments $ 474,066 $ 504,626 (1) Approximate weighted average interest rate as of March 31, 2019. (2) Other investment notes have a weighted average interest rate of 7.31% as of March 31, 2019 and maturity dates through 2028. |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Variable Interest Entities [Abstract] | |
Schedule of Variable Interest Entities | As of March 31, 2019 and December 31, 2018, Agemo Holdings LLC (“Agemo”; formerly Signature Healthcare) is a VIE. Below is a summary of our assets and collateral associated with this operator as of March 31, 2019 and December 31, 2018: March 31, December 31, 2019 2018 (in thousands) Assets Real estate investments – net $ 411,748 $ 413,396 Other investments 50,787 46,287 Contractual receivables 18,044 18,017 Straight-line rent receivables 36,959 34,203 Lease inducement 3,513 2,362 Above market lease 1 2 Subtotal 521,052 514,267 Collateral Letters of credit (9,253) (9,253) Personal guarantee (15,000) (15,000) Other collateral (411,748) (413,396) Subtotal (436,001) (437,649) Maximum exposure to loss $ 85,051 $ 76,618 In determining our maximum exposure to loss from the VIE, we considered the underlying value of the real estate subject to leases with the operator and other collateral, if any, supporting our other investments, which may include accounts receivable, security deposits, letters of credit or personal guarantees, if any. See Note 5 – Other Investments and Note 16 – Contingencies, Indemnities and Commitments, regarding our commitment to provide capital expenditure funding to our operators which includes Agemo. The table below reflects our total revenues from Agemo for the three months ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 March 31, 2018 (in thousands) Revenue Rental income $ 14,771 $ 14,850 Other investment income 1,034 720 Total (1) $ 15,805 $ 15,570 (1) For the three months ended March 31, 2019 and 2018, we received cash rental income and other investment income from Agemo of approximately $13.1 million and $10.5 million, respectively. |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Assets Held for Sale [Abstract] | |
Schedule of Properties Held-for-Sale | The following is a summary of our assets held for sale: Properties Held For Sale Number of Net Book Value Properties (in thousands) December 31, 2018 3 $ 989 Properties sold/other (1) (1) (344) March 31, 2019 (2) 2 $ 645 (1) In the first quarter of 2019, we sold one facility for approximately $0.4 million in net cash proceeds recognizing a net gain on sale of approximately $3,000. (2) We plan to sell the facilities classified as assets held for sale at March 31, 2019 within the next twelve months. |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Intangibles [Abstract] | |
Schedule of Intangibles | The following is a summary of our intangibles as of March 31, 2019 and December 31, 2018: March 31, December 31, 2019 2018 (in thousands) Assets: Goodwill $ 644,190 $ 643,950 Above market leases $ 22,410 $ 22,410 Accumulated amortization (19,337) (19,203) Net intangible assets $ 3,073 $ 3,207 Liabilities: Below market leases $ 143,669 $ 143,669 Accumulated amortization (81,185) (79,226) Net intangible liabilities $ 62,484 $ 64,443 |
Schedule of Reconciliation of Goodwill | The following is a summary of our goodwill as of March 31, 2019: (in thousands) Balance as of December 31, 2018 $ 643,950 Add: foreign currency translation 240 Balance as of March 31, 2019 $ 644,190 |
STOCKHOLDERS'_OWNERS' EQUITY (T
STOCKHOLDERS'/OWNERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 February 15, 2019 $ April 30, 2019 May 15, 2019 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 Three Months Ended March 31, 2019 2018 (in thousands) Foreign Currency Translation: Beginning balance $ (47,704) $ (26,033) Translation gain 6,769 14,860 Realized gain 26 59 Ending balance (40,909) (11,114) Derivative Instruments: Cash flow hedges: Beginning balance 3,994 1,463 Unrealized (loss) gain (3,011) 4,235 Realized gain (1) 308 253 Ending balance 1,291 5,951 Net investment hedge: Beginning balance 70 (7,070) Unrealized loss (2,320) (5,050) Ending balance (2,250) (12,120) Total accumulated other comprehensive loss for Omega OP (2) (41,868) (17,283) Add: portion included in noncontrolling interest 1,927 884 Total accumulated other comprehensive loss for Omega $ (39,941) $ (16,399) (1) Recorded in interest expense on the Consolidated Statements of Operations . (2) These amounts are included in Owners’ Equity . |
BORROWING ACTIVITIES AND ARRA_2
BORROWING ACTIVITIES AND ARRANGEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Borrowing Activities and Arrangements [Abstract] | |
Schedule of Borrowings | The following is a summary of our borrowings: Annual Interest Rate as of March 31, March 31, December 31, Maturity 2019 2019 2018 (in thousands) Secured borrowings: Term loan (1) 2021 5.75 % $ 2,275 $ — Unsecured borrowings: Revolving line of credit 2021 3.74 % 195,000 313,000 U.S. term loan 2022 3.95 % 425,000 425,000 Sterling term loan (2) 2022 2.18 % 130,310 127,990 Omega OP term loan (3) 2022 3.95 % 100,000 100,000 2015 term loan 2022 3.80 % 250,000 250,000 Discounts and deferred financing costs – net (4) (3,965) (4,264) Total term loans – net 901,345 898,726 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 Subordinated debt 2021 9.000 % 20,000 20,000 Discount – net (17,884) (18,523) Deferred financing costs – net (21,716) (22,581) Total senior notes and other unsecured borrowings – net 3,330,400 3,328,896 Total unsecured borrowings – net 4,426,745 4,540,622 Total secured and unsecured borrowings – net (5) $ 4,429,020 $ 4,540,622 (1) This borrowing is the debt of a consolidated joint venture. (2) This borrowing is denominated in British Pounds Sterling. (3) These amounts represent borrowings that were incurred by Omega OP or wholly owned subsidiaries of Omega OP. (4) The amount includes $0.4 million of net deferred financing costs related to the Omega OP term loan as of March 31, 2019. (5) All borrowings are direct borrowings of Omega unless otherwise noted. |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Financial Instruments [Abstract] | |
Schedule of Financial Instruments | At March 31, 2019 and December 31, 2018, the net carrying amounts and fair values of our other financial instruments were as follows: March 31, 2019 December 31, 2018 Carrying Fair Carrying Fair Amount Value Amount Value (in thousands) Assets: Investments in direct financing leases – net $ 11,707 $ 11,707 $ 132,262 $ 132,262 Mortgage notes receivable – net 703,739 736,923 710,858 735,892 Other investments – net 474,066 474,020 504,626 503,907 Total $ 1,189,512 $ 1,222,650 $ 1,347,746 $ 1,372,061 Liabilities: Revolving line of credit $ 195,000 $ 195,000 $ 313,000 $ 313,000 Secured borrowing 2,275 2,275 — — U.S. term loan 423,206 425,000 423,065 425,000 Sterling term loan 129,758 130,310 127,394 127,990 Omega OP term loan (1) 99,586 100,000 99,553 100,000 2015 term loan 248,795 250,000 248,713 250,000 4.375% notes due 2023 – net 694,935 715,197 694,643 700,062 4.95% notes due 2024 – net 394,944 417,491 394,691 406,386 4.50% notes due 2025 – net 395,592 406,965 395,402 392,122 5.25% notes due 2026 – net 595,203 629,520 595,027 605,700 4.50% notes due 2027 – net 688,347 702,405 687,981 671,555 4.75% notes due 2028 – net 541,135 561,882 540,883 537,508 Subordinated debt – net 20,244 22,678 20,270 22,589 Total $ 4,429,020 $ 4,558,723 $ 4,540,622 $ 4,551,912 (1) This amount represents a borrowing that was incurred by Omega OP. |
CONTINGENCIES, INDEMNITIES AN_2
CONTINGENCIES, INDEMNITIES AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Contingencies, Indemnities and Commitments [Abstract] | |
Schedule of remaining commitments | Our remaining commitments at March 31, 2019, are outlined in the table below (in thousands): Total commitments $ 595,164 Amounts funded to date (1) (392,979) Remaining commitments $ 202,185 (1) Includes finance costs. |
EARNINGS PER SHARE_UNIT (Tables
EARNINGS PER SHARE/UNIT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 Omega OP Three Months Ended Three Months Ended March 31, March 31, 2019 2018 2019 2018 (in thousands, except per share amounts) Numerator: Net income $ 72,182 $ 87,933 $ 72,182 $ 87,933 Less: net income attributable to noncontrolling interests (2,480) (3,713) — — Net income available to common stockholders/Omega OP Unit holders $ 69,702 $ 84,220 $ 72,182 $ 87,933 Denominator: Denominator for basic earnings per share/unit 204,558 198,911 211,835 207,680 Effect of dilutive securities: Common stock equivalents 1,688 136 1,688 136 Noncontrolling interest – Omega OP Units 7,277 8,769 — — Denominator for diluted earnings per share/unit 213,523 207,816 213,523 207,816 Earnings per share - basic: Net income available to common stockholders/Omega OP Unit holders $ 0.34 $ 0.42 $ 0.34 $ 0.42 Earnings per share/unit – diluted: Net income $ 0.34 $ 0.42 $ 0.34 $ 0.42 |
SUPPLEMENTAL DISCLOSURE TO CO_2
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Schedule of Cash Flow Supplemental Disclosures | The following are supplemental disclosures to the consolidated statements of cash flows for the three months ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 2018 (in thousands) Reconciliation of cash and cash equivalents and restricted cash: Cash and cash equivalents $ 40,028 $ 71,231 Restricted cash 1,372 7,868 Cash, cash equivalents and restricted cash at end of period $ 41,400 $ 79,099 Supplemental information: Interest paid during the period, net of amounts capitalized $ 64,470 $ 71,249 Taxes paid during the period $ 1,060 $ 913 Non cash investing activities Non cash acquisition of real estate (See Note 2) $ (11,874) $ (880) Non cash collection of mortgage principal 11,874 — Non cash investment in other investments (20,211) (600) Non cash proceeds from other investments 18,242 — Non cash proceeds from direct financing lease 4,970 — Initial non cash right of use asset - ground leases 5,593 — Initial non cash lease liability - ground leases (5,593) — Total $ 3,001 $ (1,480) Non cash financing activities Change in fair value of cash flow hedges $ (2,680) $ 4,450 Remeasurement of debt denominated in a foreign currency 2,320 5,050 Total $ (360) $ 9,500 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Detail) | Jan. 02, 2019USD ($)$ / shares | Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) |
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Number of reportable segment | segment | 1 | ||||
Loan loss reserves | $ 4,900,000 | $ 108,100,000 | |||
Cash, FDIC Insured Amount | 250,000 | ||||
Amount of lease inducement that will be amortized as a reduction to rental income | 62,638,000 | 49,644,000 | |||
Provision of of straight-line rent and contractual receivables | $ 1,200,000 | ||||
Provisions for uncollectible accounts | $ 7,814,000 | ||||
Depreciation method | straight-line basis | ||||
Operating lease, liability | $ 13,522,000 | ||||
Operating lease, right-of-use asset | 13,102,000 | $ 11,100,000 | |||
Rental income | 192,177,000 | $ 193,949,000 | |||
Lessor, Lease, Ground Lease Expense | 237,000 | ||||
Real estate tax expense | 3,882,000 | ||||
Accounting Standards Update 2016-02 [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Operating lease, liability | $ 11,100,000 | ||||
Rental income | 3,800,000 | ||||
Real estate tax expense | 3,800,000 | ||||
Cash Flow Hedging [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Cash flow hedges recorded at fair value | $ 1,300,000 | $ 4,000,000 | |||
Omega Op Units [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Percentage of limited partnership interests owned | 97.00% | ||||
Other Investors | Omega Op Units [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Percentage of limited partnership interests owned | 3.00% | ||||
Building | Minimum | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 20 years | ||||
Building | Maximum | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 40 years | ||||
Site improvements | Minimum | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 8 years | ||||
Site improvements | Maximum | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 15 years | ||||
Furniture, fixtures and equipment | Minimum | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 3 years | ||||
Furniture, fixtures and equipment | Maximum | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 10 years | ||||
MedEquities | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Business combination acquirees' stockholders conversion ratio of acquirer's stock received | 0.235 | ||||
Business combination acquirees stockholder's additional cash amount per share received | $ / shares | $ 2 | ||||
Expected consideration for business combination | $ 600,000,000 | ||||
Special cash dividend (per share) | $ / shares | $ 0.21 | ||||
Existing Operator | Accounting Standards Update 2016-02 [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Rental income | $ 200,000 | ||||
Lessor, Lease, Ground Lease Expense | $ 200,000 |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Schedule of Net Accounts Receivable) (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ||
Contractual receivables | $ 33,346 | $ 34,901 |
Allowance | (1,075) | |
Contractual receivables – net | 33,346 | 33,826 |
Effective yield interest receivables | 12,913 | 12,741 |
Straight-line rent receivables | 262,626 | 251,166 |
Lease inducements | 62,638 | 49,644 |
Other receivables and lease inducements | $ 338,177 | $ 313,551 |
BASIS OF PRESENTATION AND SIG_6
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Lessee Disclosure) (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)propertyfacility | Jan. 01, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Lease, Practical Expedients, Package [true false] | true | |
Number of real estate properties | property | 910 | |
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | |
Lessee, Operating Lease, Existence of Option to Terminate [true false] | true | |
Assets and Liabilities, Lessee [Abstract] | ||
Operating lease, right-of-use asset | $ 13,102 | $ 11,100 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets | |
Accrued expenses and other liabilities – lease liabilities | $ 13,522 | |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Accrued Expenses and Other Liabilities | |
Operating lease cost | ||
Lease expense | $ 482 | |
Variable lease expense | 42 | |
Total lease expense | 524 | |
Cash paid for amounts included in the measurement of lease liabilities | $ 452 | |
Weighted average remaining lease term (in years) | 18 years | |
Weighted average discount rate | 5.25% | |
Future Rental Payments | ||
Remainder of 2019 | $ 1,383 | |
2020 | 1,859 | |
2021 | 1,485 | |
2022 | 1,645 | |
2023 | 1,574 | |
2024 | 1,416 | |
Thereafter | 14,328 | |
Total | 23,690 | |
Accretion of Lease Liability | ||
Remainder of 2019 | (517) | |
2020 | (635) | |
2021 | (578) | |
2022 | (526) | |
2023 | (466) | |
2024 | (412) | |
Thereafter | (7,034) | |
Total | (10,168) | |
Total | ||
Remainder of 2019 | 866 | |
2020 | 1,224 | |
2021 | 907 | |
2022 | 1,119 | |
2023 | 1,108 | |
2024 | 1,004 | |
Thereafter | 7,294 | |
Total | 13,522 | |
Ground leases | ||
Operating lease cost | ||
Rental income – ground lease income | $ 198 | |
Office leases | ||
Lessee, Lease, Description [Line Items] | ||
Initial lease term (in years) | 10 years | |
Skilled Nursing Facilities | ||
Lessee, Lease, Description [Line Items] | ||
Number of real estate properties | facility | 11 | |
Offices Operating Leases [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Number of real estate properties | facility | 2 | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Percentage of annual increase over prior year’s rent | 3.00% | |
Maximum | Ground leases | ||
Lessee, Lease, Description [Line Items] | ||
Initial lease term (in years) | 100 years | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Percentage of annual increase over prior year’s rent | 1.00% | |
Minimum | Ground leases | ||
Lessee, Lease, Description [Line Items] | ||
Initial lease term (in years) | 10 years |
BASIS OF PRESENTATION AND SIG_7
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Lessor Disclosure) (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)lease | |
Lessor, Lease, Description [Line Items] | |
Number of leases accounted for direct finance leases | lease | 2 |
Interest income – direct financing leases | $ 260 |
Operating Leases, Lease Income [Abstract] | |
Rental income – operating leases | 188,402 |
Variable lease income – operating leases | 3,775 |
Total lease income | 192,177 |
Lessor, Lease, Lease Expenses [Abstract] | |
Real estate tax expense | 3,882 |
General and administrative – ground lease expense | 237 |
Total | 4,119 |
Estimated contractual rents due under operating leases | |
Remainder of 2019 | 510,350 |
2020 | 696,587 |
2021 | 714,235 |
2022 | 713,150 |
2023 | 699,464 |
2024 | 706,106 |
Thereafter | 3,431,098 |
Total | $ 7,470,990 |
Maximum | |
Lessor, Lease, Description [Line Items] | |
operating leases initial term (in years) | 15 years |
Percentage of annual increase over prior year’s rent | 3.00% |
Minimum | |
Lessor, Lease, Description [Line Items] | |
operating leases initial term (in years) | 5 years |
Percentage of annual increase over prior year’s rent | 2.00% |
Skilled Nursing Facilities | |
Lessor, Lease, Description [Line Items] | |
Number of facilities leased | 720 |
Assisted Living Facilities | |
Lessor, Lease, Description [Line Items] | |
Number of facilities leased | 116 |
Specialty | |
Lessor, Lease, Description [Line Items] | |
Number of facilities leased | 15 |
Medical Office Building | |
Lessor, Lease, Description [Line Items] | |
Number of facilities leased | 1 |
PROPERTIES AND INVESTMENTS (Ass
PROPERTIES AND INVESTMENTS (Asset Acquisitions) (Narrative) (Detail) $ in Thousands | 1 Months Ended | ||
Feb. 28, 2019USD ($)ft² | Mar. 31, 2019USD ($)itemfacility | Dec. 31, 2018USD ($) | |
Real estate investments - net | $ 6,186,536 | $ 6,183,791 | |
Skilled Nursing Facilities | |||
Number of facilities acquired via deed In lieu foreclosure | facility | 1 | ||
Number of registered beds | item | 99 | ||
Real estate investments - net | $ 11,900 | ||
Percentage of initial annual cash yield | 12.00% | ||
Medical Office Building | Corporate Joint Venture [Member] | |||
Joint venture ownership percentage | 90.00% | ||
Payments to acquire land held-for-use | $ 3,600 | ||
Area of real estate property | ft² | 100,000 | ||
Estimate of initial construction costs | $ 36,000 | ||
Medical Office Building | Corporate Joint Venture [Member] | Outside Investors [Member] | |||
Joint venture ownership percentage | 10.00% | ||
Land | Skilled Nursing Facilities | |||
Real estate investments - net | $ 1,100 | ||
Building | Skilled Nursing Facilities | |||
Real estate investments - net | 10,100 | ||
Furniture, fixtures and equipment | Skilled Nursing Facilities | |||
Real estate investments - net | $ 700 |
PROPERTIES AND INVESTMENTS (Sum
PROPERTIES AND INVESTMENTS (Summary of our investment in leased real estate properties) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | $ 7,818,209 | $ 7,746,410 |
Less accumulated depreciation | (1,631,673) | (1,562,619) |
Real estate investments - net | 6,186,536 | 6,183,791 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 6,110,246 | 6,056,820 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 792,284 | 786,174 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 451,833 | 447,610 |
Site improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 252,525 | 250,917 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | $ 211,321 | $ 204,889 |
DIRECT FINANCING LEASES (Narrat
DIRECT FINANCING LEASES (Narrative) (Detail) $ in Thousands | Jan. 11, 2019USD ($)facility | Nov. 27, 2013USD ($)property | Mar. 31, 2019USD ($)propertyfacility | Mar. 31, 2019USD ($)propertyfacility | Mar. 31, 2019USD ($)propertyfacility | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)facility | Jan. 31, 2019USD ($) |
Capital Leased Assets [Line Items] | ||||||||
Number of facilities owned | property | 910 | 910 | 910 | |||||
Real estate investments | $ 7,818,209 | $ 7,818,209 | $ 7,818,209 | $ 7,746,410 | ||||
Rental income | 192,177 | $ 193,949 | ||||||
Other assets | $ 56,341 | $ 56,341 | 56,341 | 24,308 | ||||
Impairment on direct financing leases | $ 7,700 | |||||||
Assisted Living Facilities | ||||||||
Capital Leased Assets [Line Items] | ||||||||
Number of facilities leased | 116 | |||||||
Skilled Nursing Facilities | ||||||||
Capital Leased Assets [Line Items] | ||||||||
Number of facilities owned | facility | 11 | 11 | 11 | |||||
Number of facilities leased | 720 | |||||||
Direct Financing Leases [Member] | 15 Skilled Nursing Facilities [Member] | ||||||||
Capital Leased Assets [Line Items] | ||||||||
Carrying amount of facility Net | $ 120,500 | |||||||
Orianna | ||||||||
Capital Leased Assets [Line Items] | ||||||||
Purchase price of beds acquired paid in cash | $ 529,000 | |||||||
Lease Term | 50 years | |||||||
Interest on lease per annum | 10.60% | |||||||
Master lease term | 50 years | |||||||
Orianna | Assisted Living Facilities | ||||||||
Capital Leased Assets [Line Items] | ||||||||
Number of facilities owned | property | 1 | |||||||
Orianna | Skilled Nursing Facilities | ||||||||
Capital Leased Assets [Line Items] | ||||||||
Number of facilities owned | property | 55 | |||||||
Orianna | 15 Skilled Nursing Facilities [Member] | ||||||||
Capital Leased Assets [Line Items] | ||||||||
Bankruptcy Proceedings, Date Petition for Bankruptcy Filed | Mar. 1, 2018 | |||||||
Bankruptcy Proceedings, Court Where Petition Was Filed | United States Bankruptcy Court for the Northern District of Texas, Dallas Division | |||||||
Cash consideration sale of productive assets | $ 146,000 | |||||||
Debtor-in-Possession Financing, Date Arrangement Approved by Bankruptcy Court | Jan. 16, 2019 | |||||||
Orianna | Direct Financing Leases [Member] | Skilled Nursing Facilities | ||||||||
Capital Leased Assets [Line Items] | ||||||||
Number of facilities owned and leased | facility | 15 | |||||||
Orianna | Direct Financing Leases [Member] | 15 Skilled Nursing Facilities [Member] | ||||||||
Capital Leased Assets [Line Items] | ||||||||
Number of facilities sold | facility | 15 | |||||||
Allowance for loss under direct financing leases | $ 103,200 | |||||||
Aggregate consideration | $ 176,000 | |||||||
Cash consideration sale of productive assets | $ 87,000 | |||||||
Other investments, gross | 30,000 | |||||||
Debt instrument, interest rate, stated percentage | 6.00% | 6.00% | 6.00% | |||||
Debtor-in-Possession Financing, Borrowings Outstanding | $ 0 | |||||||
Other assets | $ 21,100 | $ 21,100 | $ 21,100 | $ 115,800 | ||||
Impairment on direct financing leases | (7,700) | |||||||
Assets Held-in-trust | 26,400 | 26,400 | 26,400 | |||||
Accounts receivable allowance within trust | 6,000 | 6,000 | 6,000 | |||||
Estimated amount of assets held in trust to pay other creditors | $ 11,300 | $ 11,300 | $ 11,300 |
DIRECT FINANCING LEASES (Schedu
DIRECT FINANCING LEASES (Schedule of Components of Investment in Direct Financing Leases) (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)propertycontract | Mar. 31, 2019USD ($)propertycontract | |
Capital Leased Assets [Line Items] | ||
Minimum lease payments receivable | $ 28,294 | $ 28,005 |
Less unearned income | (16,577) | (16,298) |
Investment in direct financing leases – net | $ 132,262 | $ 11,707 |
Properties subject to direct financing leases | property | 17 | 2 |
Number of direct financing leases | contract | 3 | 2 |
Orianna | ||
Capital Leased Assets [Line Items] | ||
Investment in direct financing leases | $ 223,745 | |
Less allowance for loss on Orianna direct financing leases | (103,200) | |
Non-Orianna | ||
Capital Leased Assets [Line Items] | ||
Investment in direct financing leases | $ 11,717 | $ 11,707 |
DIRECT FINANCING LEASES (Sche_2
DIRECT FINANCING LEASES (Schedule of future cash flow and straight-line rents direct financing leases) (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Direct Financing Leases [Abstract] | ||
Remainder of 2019, Future Contractual Cash | $ 875 | |
2020, Future Contractual Cash | 1,170 | |
2021, Future Contractual Cash | 1,084 | |
2022, Future Contractual Cash | 1,106 | |
2023, Future Contractual Cash | 1,128 | |
2024, Future Contractual Cash | 1,151 | |
Thereafter, Future Contractual Cash | 21,491 | |
Total direct financing leases, Future Contractual Cash | 28,005 | |
Remainder of 2019, Straight-Line Rent | (787) | |
2020, Straight-Line Rent | (1,010) | |
2021, Straight-Line Rent | (1,029) | |
2022, Straight-Line Rent | (1,023) | |
2023, Straight-Line Rent | (1,014) | |
2024, Straight-Line Rent | (1,003) | |
Thereafter, Straight-Line Rent | (10,432) | |
Total direct financing leases, Straight-Line Rent | (16,298) | $ (16,577) |
Remainder of 2019 | 88 | |
2020 | 160 | |
2021 | 55 | |
2022 | 83 | |
2023 | 114 | |
2024 | 148 | |
Thereafter | 11,059 | |
Direct Financing Lease, Net Investment in Lease | $ 11,707 | $ 132,262 |
MORTGAGE NOTES RECEIVABLE (Narr
MORTGAGE NOTES RECEIVABLE (Narrative) (Detail) | 3 Months Ended |
Mar. 31, 2019stateitemfacility | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of states | 41 |
Mortgage Receivable [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of fixed rate mortgage | item | 5 |
Number of long term care facilities | facility | 53 |
Number of states | 6 |
MORTGAGE NOTES RECEIVABLE (Sche
MORTGAGE NOTES RECEIVABLE (Schedule of Receivables) (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)facilitycontract | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)contract | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Mortgage notes receivable, gross | $ 708,644 | $ 715,763 | |
Allowance for loss on mortgage notes receivable | (4,905) | (4,905) | |
Total mortgages - net | 703,739 | 710,858 | |
Payments to acquire real estate | 5,879 | $ 29,672 | |
Mortgage Note Due 2027 [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Mortgage notes receivable, gross | $ 112,500 | 112,500 | |
Mortgage loans on real estate, interest rate | 10.39% | ||
Maturity year | 2027 | ||
Mortgage Note Due 2029 [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Mortgage notes receivable, gross | $ 542,328 | 537,515 | |
Mortgage loans on real estate, interest rate | 9.88% | ||
Maturity year | 2029 | ||
Number of facilities used in weighted average interest rate | facility | 39 | ||
Other Mortgage Notes Member | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Mortgage notes receivable, gross | $ 53,816 | $ 65,748 | |
Minimum | Other Mortgage Notes Member | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Maturity year | 2019 | ||
Maximum | Other Mortgage Notes Member | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Maturity year | 2028 | ||
Weighted Average [Member] | Other Mortgage Notes Member | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Mortgage loans on real estate, interest rate | 11.05% | ||
Commercial Borrower [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Mortgage loans on real estate, number of loans | contract | 1 | 1 | |
Commercial Borrower [Member] | One Mortgage [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total mortgages - net | $ 1,500 | $ 1,500 | |
Construction Loans [Member] | 2 Mortgage Notes Due 2029 [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Mortgage notes receivable, gross | $ 24,600 | ||
Maturity year | 2019 |
OTHER INVESTMENTS (Schedule of
OTHER INVESTMENTS (Schedule of Receivables) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Schedule of Investments [Line Items] | ||
Total other investments | $ 474,066 | $ 504,626 |
Other Investment Note Due 2018 Through 2022 [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | 40,242 | |
Other Investment Note Due 2018 Through 2022 [Member] | Minimum | ||
Schedule of Investments [Line Items] | ||
Maturity year | 2018 | |
Other Investment Note Due 2018 Through 2022 [Member] | Maximum | ||
Schedule of Investments [Line Items] | ||
Maturity year | 2022 | |
Other Investment Note Due 2019 [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 131,300 | 131,452 |
Interest rate | 9.35% | |
Maturity year | 2019; | |
Other Investment Note Due 2020 [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 72,511 | 71,036 |
Interest rate | 13.07% | |
Maturity year | 2020; | |
Other Investment Note Due 2023 interest at 7.32 [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 65,000 | 65,000 |
Other Investment Note Due 2023 interest at 7.32 [Member] | Minimum | ||
Schedule of Investments [Line Items] | ||
Maturity year | 2023; | |
Other Investment Note Due 2023 interest at 7.32 [Member] | Maximum | ||
Schedule of Investments [Line Items] | ||
Interest rate | 7.32% | |
Other Investment Note Due 2023 interest at 12.00 [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 57,019 | 59,454 |
Other Investment Note Due 2023 [Member] | ||
Schedule of Investments [Line Items] | ||
Interest rate | 12.00% | |
Maturity year | 2023; | |
Other Investment Note Due 2024 Through 2025 [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 50,787 | 46,287 |
Interest rate | 8.26% | |
Other Investment Note Due 2024 Through 2025 [Member] | Minimum | ||
Schedule of Investments [Line Items] | ||
Maturity year | 2024 | |
Other Investment Note Due 2024 Through 2025 [Member] | Maximum | ||
Schedule of Investments [Line Items] | ||
Maturity year | 2025 | |
Other Investment notes outstanding | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 97,449 | $ 91,155 |
Interest rate | 7.31% | |
Other Investment notes outstanding | Maximum | ||
Schedule of Investments [Line Items] | ||
Maturity year | 2028 |
OTHER INVESTMENTS (Note Due 201
OTHER INVESTMENTS (Note Due 2018-2022 Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | May 31, 2017 | |
Schedule of Investments [Line Items] | |||||
Other investments | $ 474,066 | $ 504,626 | |||
Other Investment Note Due 2018 Through 2022 [Member] | |||||
Schedule of Investments [Line Items] | |||||
Other investments, gross | 40,242 | ||||
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 | ||||
Other investments | $ 0 | 14,200 | |||
Basis spread on variable interest rate | 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 | ||||
Other investments | 0 | 10,800 | |||
Basis spread on variable interest rate | 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 | $ 0 | $ 15,200 | |||
Loans Receivable Fixed Rate | 9.00% | ||||
Investment Maturity Date | Apr. 30, 2022 | ||||
Loan Receivable Default Rate | 5.00% |
VARIABLE INTEREST ENTITIES (Sch
VARIABLE INTEREST ENTITIES (Schedule of Variable Interest Entities) (Detail) - Agemo Holdings LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Rental Income [Member] | |||
Variable Interest Entity [Line Items] | |||
Variable interest entity rental and other investment income | $ 13,100 | ||
Investment Income [Member] | |||
Variable Interest Entity [Line Items] | |||
Variable interest entity rental and other investment income | $ 10,500 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | |||
Variable Interest Entity [Line Items] | |||
Assets subtotal | 521,052 | $ 514,267 | |
Maximum exposure to loss | 85,051 | 76,618 | |
Revenue total | 15,805 | 15,570 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Rental Income [Member] | |||
Variable Interest Entity [Line Items] | |||
Revenue total | 14,771 | 14,850 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Investment Income [Member] | |||
Variable Interest Entity [Line Items] | |||
Revenue total | 1,034 | $ 720 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Personal Guarantee Collateral [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities subtotal | (15,000) | (15,000) | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Other Collateral [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities subtotal | (411,748) | (413,396) | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Collateral Pledged [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities subtotal | (436,001) | (437,649) | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Real Estate Investments [Member] | |||
Variable Interest Entity [Line Items] | |||
Assets subtotal | 411,748 | 413,396 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Other Investments [Member] | |||
Variable Interest Entity [Line Items] | |||
Assets subtotal | 50,787 | 46,287 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Accounts Receivable [Member] | |||
Variable Interest Entity [Line Items] | |||
Assets subtotal | 18,044 | 18,017 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Straight-Line Rent Receivables [Member] | |||
Variable Interest Entity [Line Items] | |||
Assets subtotal | 36,959 | 34,203 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Lease inducement [Member] | |||
Variable Interest Entity [Line Items] | |||
Assets subtotal | 3,513 | 2,362 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Above market leases | |||
Variable Interest Entity [Line Items] | |||
Assets subtotal | 1 | 2 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Letters of Credit [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities subtotal | $ (9,253) | $ (9,253) |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED JOINT VENTURE (Narrative) (Details) $ in Thousands | Nov. 01, 2016USD ($)property | Mar. 31, 2019USD ($)facility | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) |
Schedule of Equity Method Investments [Line Items] | ||||
Investment in unconsolidated joint venture | $ 29,919 | $ 31,045 | ||
Impairment of Real Estate | $ 4,914 | |||
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% | |||
Assets management fees recognized | $ 200 | $ 500 | ||
Number of facilities leased | facility | 51 | |||
Second Spring Healthcare Investments [Member] | Skilled Nursing Facilities | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of properties acquired | property | 64 | |||
Payments to acquire facilities | $ 1,100,000 | |||
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) | 3 Months Ended |
Mar. 31, 2019USD ($)property | |
Number Of Properties | |
Beginning Balance | property | 3 |
Properties sold/other | property | (1) |
Ending balance | property | 2 |
Net Book Value | |
Beginning Balance | $ 989,000 |
Properties sold/other | (344,000) |
Ending balance | $ 645,000 |
Number of properties sold | property | 1 |
Net proceeds from sale of facilities held for sale | $ 400,000 |
Gain (loss) from sale of facilities | $ 3,000 |
INTANGIBLES (Narrative) (Detail
INTANGIBLES (Narrative) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Intangibles [Abstract] | ||
Net amortization of intangible assets | $ 1.8 | $ 2.7 |
Remainder 2019 | 5.4 | |
2020 | 7.1 | |
2021 | 6.9 | |
2022 | 6.6 | |
2023 | $ 6.4 | |
Weighted average remaining amortization | 9 years |
INTANGIBLES (Schedule of Intang
INTANGIBLES (Schedule of Intangibles) (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Goodwill | $ 644,190 | $ 643,950 |
Accumulated amortization | (19,337) | (19,203) |
Net intangible assets | 3,073 | 3,207 |
Liabilities: | ||
Below market leases | 143,669 | 143,669 |
Accumulated amortization | (81,185) | (79,226) |
Net intangible liabilities | 62,484 | 64,443 |
Above market leases | ||
Assets: | ||
Gross intangible assets | $ 22,410 | $ 22,410 |
INTANGIBLES (Schedule of Reconc
INTANGIBLES (Schedule of Reconciliation of Goodwill) (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Balance | $ 643,950 |
Add: foreign currency translation | 240 |
Balance | $ 644,190 |
CONCENTRATION OF RISK (Narrativ
CONCENTRATION OF RISK (Narrative) (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)statepropertycontractitem | Mar. 31, 2018 | Dec. 31, 2018USD ($)property | |
Concentration Risk [Line Items] | |||
Number of real estate properties | 910 | ||
Number of operators that met or exceeded ten percent threshold for revenues | item | 1 | ||
Number of states | state | 41 | ||
Number of operators | contract | 68 | ||
Gross investment in facilities, net of impairments and reserves for uncollectible loans | $ | $ 8,500,000 | ||
Number of facility held for sale | 2 | 3 | |
Other investments | $ | $ 474,066 | $ 504,626 | |
Investment in unconsolidated joint venture | $ | $ 29,919 | $ 31,045 | |
Skilled Nursing Facilities | |||
Concentration Risk [Line Items] | |||
Number of real estate properties | 722 | ||
Number of facilities under fixed rate mortgage loan | 50 | ||
Assisted Living Facilities | |||
Concentration Risk [Line Items] | |||
Number of real estate properties | 116 | ||
Number of facilities under fixed rate mortgage loan | 3 | ||
Specialty | |||
Concentration Risk [Line Items] | |||
Number of real estate properties | 15 | ||
Medical Office Building | |||
Concentration Risk [Line Items] | |||
Number of real estate properties | 1 | ||
Geographic Concentration Risk [Member] | Florida | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 10.00% | ||
Geographic Concentration Risk [Member] | Texas | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 10.00% | ||
Geographic Concentration Risk [Member] | Michigan | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 8.00% | ||
Product Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 99.00% | ||
Sales Revenue, Net [Member] | Ciena Healthcare | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 10.00% | 10.00% |
STOCKHOLDERS'_OWNERS' EQUITY (E
STOCKHOLDERS'/OWNERS' EQUITY (Equity Shelf Program) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Issuance of stock | ||
Issuance of common stock (in shares) | 2,221,000 | |
Equity Shelf Usd 500 Million 2015 Program [Member] | ||
Issuance of stock | ||
Sales price, equity distribution agreement | $ 500 | |
Issuance of common stock (in shares) | 2,200,000 | 0 |
Issuance of common stock, average price per share | $ 34.46 | |
Gross proceeds from issuance of common stock | $ 76.5 |
STOCKHOLDERS'_OWNERS' EQUITY (D
STOCKHOLDERS'/OWNERS' EQUITY (Dividend Reinvestment and Common Stock Purchase Plan) (Narrative) (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Dividend reinvestment plan (in shares) | 892 | 189 |
Dividend Reinvestment And Common Stock Purchase Plan [Member] | ||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Dividend reinvestment plan (in shares) | 900 | 200 |
Issuance of common stock, average price per share | $ 36.19 | $ 25.87 |
Gross proceeds from issuance of common stock | $ 32.3 | $ 4.9 |
STOCKHOLDERS'_OWNERS' EQUITY (S
STOCKHOLDERS'/OWNERS' EQUITY (Schedule of Common Stock Dividends) (Details) | 3 Months Ended |
Mar. 31, 2019$ / shares | |
Dividend Record Date January 31, 2019 [Member] | |
Dividend [Line Items] | |
Dividends Declared, Date Of Record | Jan. 31, 2019 |
Dividends Payable, Date to be Paid | Feb. 15, 2019 |
Common Stock, Dividends, Per Share, Declared | $ 0.66 |
Dividend Record Date April 30, 2019 [Member] | |
Dividend [Line Items] | |
Dividends Declared, Date Of Record | Apr. 30, 2019 |
Dividends Payable, Date to be Paid | May 15, 2019 |
Common Stock, Dividends, Per Share, Declared | $ 0.66 |
STOCKHOLDERS'_OWNERS' EQUITY _2
STOCKHOLDERS'/OWNERS' EQUITY (Schedule of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning balance | $ 3,764,484 | ||||
Balance , ending | 3,805,642 | $ 3,870,400 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Stockholders Equity/AOCI | $ 3,545,802 | $ 3,444,441 | |||
Add: portion included in noncontrolling interest | 259,840 | 320,043 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 3,764,484 | 3,870,400 | 3,805,642 | 3,764,484 | $ 3,870,400 |
Accumulated Other Comprehensive Loss | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning balance | (41,652) | ||||
Balance , ending | (39,941) | (16,399) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (41,652) | (16,399) | (39,941) | (41,652) | (16,399) |
Omega OP | Foreign Currency Translation [Member] | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning balance | (47,704) | (26,033) | |||
Translation) gain | 6,769 | 14,860 | |||
Realized gain | 26 | 59 | |||
Balance , ending | (40,909) | (11,114) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (47,704) | (26,033) | (40,909) | (47,704) | (11,114) |
Omega OP | Cash Flow Hedges [Member] | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning balance | 3,994 | 1,463 | |||
Unrealized (loss) gain | (3,011) | 4,235 | |||
Realized gain | 308 | 253 | |||
Balance , ending | 1,291 | 5,951 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 3,994 | 1,463 | 1,291 | 3,994 | 5,951 |
Omega OP | Net Investment Hedge [Member] | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning balance | 70 | (7,070) | |||
Unrealized (loss) gain | (2,320) | (5,050) | |||
Balance , ending | (2,250) | (12,120) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 70 | (7,070) | (2,250) | $ 70 | (12,120) |
Omega OP | Accumulated Other Comprehensive Loss | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance , ending | (39,941) | (16,399) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Stockholders Equity/AOCI | (41,868) | (17,283) | |||
Add: portion included in noncontrolling interest | 1,927 | 884 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (39,941) | $ (16,399) | $ (39,941) | $ (16,399) |
TAXES (Narrative) (Details)
TAXES (Narrative) (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | |
Taxes [Abstract] | ||
Percentage of minimum taxable income is distributed | 90.00% | |
Permitted ownership of a taxable REIT subsidiary ("TRS"), maximum percentage | 100.00% | |
Net operating loss carry-forward | $ 5.7 | |
Net operating loss carryforwards period | carried forward for no more than 20 years, subject to certain limitations | |
Number of subsidiary elected for treated as TRSs | 2 | |
State and local income tax provision | $ 0.2 | $ 0.1 |
Provision (benefit) for foreign income taxes | $ 0.5 | $ 0.4 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 01, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 4.1 | $ 4.1 | |
Percentage of operating partnership units distributions | 10.00% | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares awarded, other than options | 34,672 | ||
TSR PSRUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares awarded, other than options | 133,887 | ||
Profit Interest Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value assumption model used | Monte Carlo | ||
Shares awarded, other than options | 91,992 | ||
Relative TSR PRSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares awarded, other than options | 79,844 | ||
Relative TSR Profit Interest Unit [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares awarded, other than options | 231,087 | ||
TSR Profit Interest Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares awarded, other than options | 377,766 |
BORROWING ACTIVITIES AND ARRA_3
BORROWING ACTIVITIES AND ARRANGEMENTS (Schedule of Borrowings) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Total secured borrowings - net | $ 2,275 | |
Revolving line of credit | 195,000 | $ 313,000 |
Total term loans - net | 901,345 | 898,726 |
Total senior notes and other unsecured borrowings - net | 3,330,400 | 3,328,896 |
Total secured and unsecured borrowings - net | $ 4,429,020 | $ 4,540,622 |
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 March 31, 2019 and December 31, 2018, 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. | |
4.375% notes due 2023 | ||
Debt Instrument [Line Items] | ||
Rate | 4.375% | 4.375% |
4.95% notes due 2024 | ||
Debt Instrument [Line Items] | ||
Rate | 4.95% | 4.95% |
4.50% notes due 2025 | ||
Debt Instrument [Line Items] | ||
Rate | 4.50% | 4.50% |
5.25% notes due 2026 | ||
Debt Instrument [Line Items] | ||
Rate | 5.25% | 5.25% |
4.50% notes due 2027 | ||
Debt Instrument [Line Items] | ||
Rate | 4.50% | 4.50% |
4.75% notes due 2028 | ||
Debt Instrument [Line Items] | ||
Rate | 4.75% | 4.75% |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Maturity | 2021 | |
Rate | 5.75% | |
Total secured borrowings - net | $ 2,275 | |
Unsecured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Maturity | 2021 | |
Rate | 9.00% | |
Deferred financing costs - net | $ (21,716) | $ (22,581) |
Total term loans - net | 901,345 | 898,726 |
Discount - net | (17,884) | (18,523) |
Long-term debt, gross | 20,000 | 20,000 |
Total senior notes and other unsecured borrowings - net | 3,330,400 | 3,328,896 |
Total unsecured borrowings - net | $ 4,426,745 | 4,540,622 |
Unsecured Debt [Member] | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Maturity | 2021 | |
Rate | 3.74% | |
Revolving line of credit | $ 195,000 | 313,000 |
Unsecured Debt [Member] | Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Discounts and deferred financing costs - net | $ (3,965) | (4,264) |
Unsecured Debt [Member] | U.S. term loan | ||
Debt Instrument [Line Items] | ||
Maturity | 2022 | |
Rate | 3.95% | |
Total term loans - net | $ 425,000 | 425,000 |
Unsecured Debt [Member] | Sterling term loan | ||
Debt Instrument [Line Items] | ||
Maturity | 2022 | |
Rate | 2.18% | |
Total term loans - net | $ 130,310 | 127,990 |
Unsecured Debt [Member] | 2017 Omega OP Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Maturity | 2022 | |
Rate | 3.95% | |
Total term loans - net | $ 100,000 | 100,000 |
Unsecured Debt [Member] | Amended 2015 Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Maturity | 2022 | |
Rate | 3.80% | |
Total term loans - net | $ 250,000 | 250,000 |
Senior Notes [Member] | 4.375% notes due 2023 | ||
Debt Instrument [Line Items] | ||
Maturity | 2023 | |
Rate | 4.375% | |
Long-term debt, gross | $ 700,000 | 700,000 |
Senior Notes [Member] | 4.95% notes due 2024 | ||
Debt Instrument [Line Items] | ||
Maturity | 2024 | |
Rate | 4.95% | |
Long-term debt, gross | $ 400,000 | 400,000 |
Senior Notes [Member] | 4.50% notes due 2025 | ||
Debt Instrument [Line Items] | ||
Maturity | 2025 | |
Rate | 4.50% | |
Long-term debt, gross | $ 400,000 | 400,000 |
Senior Notes [Member] | 5.25% notes due 2026 | ||
Debt Instrument [Line Items] | ||
Maturity | 2026 | |
Rate | 5.25% | |
Long-term debt, gross | $ 600,000 | 600,000 |
Senior Notes [Member] | 4.50% notes due 2027 | ||
Debt Instrument [Line Items] | ||
Maturity | 2027 | |
Rate | 4.50% | |
Long-term debt, gross | $ 700,000 | 700,000 |
Senior Notes [Member] | 4.75% notes due 2028 | ||
Debt Instrument [Line Items] | ||
Maturity | 2028 | |
Rate | 4.75% | |
Long-term debt, gross | $ 550,000 | 550,000 |
Omega OP | ||
Debt Instrument [Line Items] | ||
Total term loans - net | 99,586 | $ 99,553 |
Omega OP | Unsecured Debt [Member] | Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Deferred financing costs - net | $ (400) |
FINANCIAL INSTRUMENTS (Schedule
FINANCIAL INSTRUMENTS (Schedule of Financial Instruments) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | ||
Assets: | ||
Investments in direct financing leases - net | $ 11,707 | $ 132,262 |
Mortgage notes receivable - net | 703,739 | 710,858 |
Other investments - net | 474,066 | 504,626 |
Total | 1,189,512 | 1,347,746 |
Liabilities: | ||
Revolving line of credit | 195,000 | 313,000 |
Secured borrowing | 2,275 | |
U.S. term loan | 423,206 | 423,065 |
Sterling term loan | 129,758 | 127,394 |
Omega OP term loan | 99,586 | 99,553 |
2015 term loan | 248,795 | 248,713 |
Subordinated debt - net | 20,244 | 20,270 |
Total | 4,429,020 | 4,540,622 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.375% notes due 2023 | ||
Liabilities: | ||
Notes Payable | 694,935 | 694,643 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.95% notes due 2024 | ||
Liabilities: | ||
Notes Payable | 394,944 | 394,691 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.50% notes due 2025 | ||
Liabilities: | ||
Notes Payable | 395,592 | 395,402 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 5.25% notes due 2026 | ||
Liabilities: | ||
Notes Payable | 595,203 | 595,027 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.50% notes due 2027 | ||
Liabilities: | ||
Notes Payable | 688,347 | 687,981 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.75% notes due 2028 | ||
Liabilities: | ||
Notes Payable | 541,135 | 540,883 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | ||
Assets: | ||
Investments in direct financing leases - net | 11,707 | 132,262 |
Mortgage notes receivable - net | 736,923 | 735,892 |
Other investments - net | 474,020 | 503,907 |
Total | 1,222,650 | 1,372,061 |
Liabilities: | ||
Revolving line of credit | 195,000 | 313,000 |
Secured borrowing | 2,275 | |
U.S. term loan | 425,000 | 425,000 |
Sterling term loan | 130,310 | 127,990 |
Omega OP term loan | 100,000 | 100,000 |
2015 term loan | 250,000 | 250,000 |
Subordinated debt - net | 22,678 | 22,589 |
Total | 4,558,723 | 4,551,912 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.375% notes due 2023 | ||
Liabilities: | ||
Notes Payable | 715,197 | 700,062 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.95% notes due 2024 | ||
Liabilities: | ||
Notes Payable | 417,491 | 406,386 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.50% notes due 2025 | ||
Liabilities: | ||
Notes Payable | 406,965 | 392,122 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 5.25% notes due 2026 | ||
Liabilities: | ||
Notes Payable | 629,520 | 605,700 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.50% notes due 2027 | ||
Liabilities: | ||
Notes Payable | 702,405 | 671,555 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.75% notes due 2028 | ||
Liabilities: | ||
Notes Payable | $ 561,882 | $ 537,508 |
CONTINGENCIES, INDEMNITIES AN_3
CONTINGENCIES, INDEMNITIES AND COMMITMENTS (Narrative) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Total commitments | $ 595,164 |
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 (the "Court") |
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 Securities Class Action filed a Motion to Dismiss on July 17, 2018 and the Court heard Oral Argument on February 13, 2019. |
Stour Bridge Investments Limited Liability Company Lawsuit [Member] | |
Loss Contingency, Lawsuit Filing Date | August 22, 2018 |
Loss Contingency, Name of Defendant | Callen et al |
Loss Contingency, Name of Plaintiff | Stourbridge Investments LLC |
Loss Contingency, Allegations | The complaint alleges, among other things, that the defendants are responsible for the Company's failure to disclose the financial condition of Orianna Health Systems, the alleged non-disclosures that are also the subject of the Securities Class Action described above. |
Brekka Lawsuit [Member] | |
Loss Contingency, Lawsuit Filing Date | February 21, 2019 |
Loss Contingency, Name of Defendant | MedEquities Realty Trust, Inc. |
Loss Contingency, Name of Plaintiff | Brekka |
Loss Contingency, Domicile of Litigation | United States District Court for the District of Maryland |
Loss Contingency, Allegations | The complaint alleges, among other things, that MedEquities, members of the MedEquities' Board, and the Company violated Section 14(a) of the Securities Exchange Act by making materially incomplete and misleading statements in, and/or omitting certain information that is material to stockholders from, the Registration Statement on Form S-4, as filed with the SEC on February 11, 2019 (the "Form S-4"), relating to the merger. |
Loss Contingency, Laws Affected | violated Section 14(a) of the Securities Exchange Act |
Scarantino [Member] | |
Loss Contingency, Name of Defendant | McRoberts |
Loss Contingency, Name of Plaintiff | Scarantino |
Loss Contingency, Domicile of Litigation | Circuit Court for Baltimore City, Maryland |
Loss Contingency, Allegations | breaches of fiduciary duties by the MedEquities' board of directors in connection with its approval of the merger and the omission from the Form S-4 of certain information that is material to stockholders |
Bushansky Lawsuit [Member] | |
Loss Contingency, Lawsuit Filing Date | March 17, 2019 |
Loss Contingency, Name of Defendant | MedEquities Realty Trust, Inc. |
Loss Contingency, Name of Plaintiff | Bushansky |
Loss Contingency, Domicile of Litigation | United States District Court for the Middle District of Tennessee |
Loss Contingency, Allegations | that MedEquities and its directors violated Section 14(a) of the Securities Exchange Act by making materially incomplete and misleading statements in, and/or omitting certain information that is material to stockholders from, the Combined Proxy Statement and Form S-4, relating to the merger |
Russell [Member] | |
Loss Contingency, Lawsuit Filing Date | March 29, 2019 |
Loss Contingency, Name of Defendant | MedEquities Realty Trust, Inc. |
Loss Contingency, Name of Plaintiff | Russell |
Loss Contingency, Domicile of Litigation | Circuit Court of Maryland, Baltimore City, Maryland |
Loss Contingency, Allegations | alleging, among other things, that MedEquities and members of the MedEquities board of directors breached their fiduciary duties by: (i) failing to fulfill their fiduciary oversight function; (ii) authorizing the filing of a materially incomplete and misleading proxy statement/prospectus; and (iii) authorizing in the company's Amended and Restated Bylaws the enactment of an exclusive venue designation whereby the Circuit Court for Baltimore City, Maryland is the sole and exclusive forum for certain litigation against the company, or if that court does not have jurisdiction, the U.S. District Court for the District of Maryland, Baltimore Division (the "Exclusive Venue Bylaw"). Russell v. MedEquities Realty Trust, Inc., et al., Case No. C-03-CV-19-000721. |
Indemnification Agreement [Member] | |
Total commitments | $ 16,700 |
Other Commitments, Description | In connection with certain facility transitions, we provided certain operators with indemnities. As of March 31, 2019, our maximum funding commitment under these indemnities approximates $16.7 million. Claims against these indemnities must occur within 18 months to 72 months of the transition date. These indemnities were provided to these operators upon transition and would be utilized in the event that the prior operators do not perform under their transition agreements. The Company does not expect to fund a material amount under these indemnity agreements. |
CONTINGENCIES, INDEMNITIES AN_4
CONTINGENCIES, INDEMNITIES AND COMMITMENTS (Schedule of remaining commitments) (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Contingencies, Indemnities and Commitments [Abstract] | |
Total commitments | $ 595,164 |
Amounts funded to date | (392,979) |
Remaining commitments | $ 202,185 |
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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income | $ 72,182 | $ 87,933 |
Less: net income attributable to noncontrolling interests | (2,480) | (3,713) |
Net income available to common stockholders | $ 69,702 | $ 84,220 |
Denominator: | ||
Denominator for basic earnings per share | 204,558 | 198,911 |
Effect of dilutive securities: | ||
Common stock equivalents | 1,688 | 136 |
Noncontrolling interest - Omega OP Units | 7,277 | 8,769 |
Denominator for diluted earnings per share | 213,523 | 207,816 |
Earnings per share - basic: | ||
Net income available to common stockholders | $ 0.34 | $ 0.42 |
Net income (loss) per share | ||
Net income | $ 0.34 | $ 0.42 |
Omega OP | ||
Numerator: | ||
Net income | $ 72,182 | $ 87,933 |
Net income available to common stockholders | $ 72,182 | $ 87,933 |
Denominator: | ||
Denominator for basic earnings per share | 211,835 | 207,680 |
Denominator for basic earnings per unit | 211,835 | 207,680 |
Effect of dilutive securities: | ||
Common stock equivalents | 1,688 | 136 |
Denominator for diluted earnings per share | 213,523 | 207,816 |
Denominator for diluted earnings per unit | 213,523 | 207,816 |
Earnings per share - basic: | ||
Net income available to common stockholders | $ 0.34 | $ 0.42 |
Net income (loss) per share | ||
Net income | 0.34 | 0.42 |
Earnings per unit - basic: | ||
Net income available to Omega OP Unit holders | 0.34 | 0.42 |
Net income (loss) per unit | ||
Diluted (in dollars per share) | $ 0.34 | $ 0.42 |
SUPPLEMENTAL DISCLOSURE TO CO_3
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of cash and cash equivalents and restricted cash: | ||||
Cash and cash equivalents | $ 40,028 | $ 71,231 | $ 10,300 | |
Restricted cash | 1,372 | 7,868 | 1,371 | |
Cash, cash equivalents and restricted cash at end of period | 41,400 | 79,099 | $ 11,671 | $ 96,808 |
Supplemental Information: | ||||
Interest paid during the period, net of amounts capitalized | 64,470 | 71,249 | ||
Taxes paid during the period | 1,060 | 913 | ||
Non cash investing activities | ||||
Non cash acquisition of real estate (See Note 2) | (11,874) | (880) | ||
Non cash collection of mortgage principal | 11,874 | |||
Non cash investment in other investments | (20,211) | (600) | ||
Non cash proceeds from other investments | 18,242 | |||
Non cash proceeds from direct financing lease | 4,970 | |||
Initial non cash right of use asset - ground leases | 5,593 | |||
Initial non cash lease liability - ground leases | (5,593) | |||
Total | 3,001 | (1,480) | ||
Non cash financing activities | ||||
Change in fair value of cash flow hedges | (2,680) | 4,450 | ||
Remeasurement of debt denominated in a foreign currency | 2,320 | 5,050 | ||
Total | $ (360) | $ 9,500 |