Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 29, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Entity Registrant Name | OMEGA HEALTHCARE INVESTORS, INC. | |
Entity Central Index Key | 0000888491 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | MD | |
Entity File Number | 1-11316 | |
Entity Tax Identification Number | 38-3041398 | |
Entity Common Stock Shares Outstanding | 235,359,702 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Address, Address Line One | 303 International Circle, Suite 200 | |
Entity Address, City or Town | Hunt Valley | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 21030 | |
City Area Code | 410 | |
Local Phone Number | 427-1700 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | OHI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Real estate properties | ||
Real estate investments | $ 9,261,190 | $ 8,702,154 |
Less accumulated depreciation | (2,069,822) | (1,996,914) |
Real estate investments - net | 7,191,368 | 6,705,240 |
Investments in direct financing leases - net | 10,757 | 10,764 |
Mortgage notes receivable - net | 890,068 | 885,313 |
Total | 8,092,193 | 7,601,317 |
Other investments - net | 444,719 | 467,442 |
Investments in unconsolidated joint ventures | 204,646 | 200,638 |
Assets held for sale - net | 7,922 | 81,452 |
Total investments | 8,749,480 | 8,350,849 |
Cash and cash equivalents | 51,376 | 163,535 |
Restricted cash | 4,522 | 4,023 |
Contractual receivables - net | 11,428 | 10,408 |
Other receivables and lease inducements | 236,669 | 234,666 |
Goodwill | 651,679 | 651,737 |
Other assets | 117,648 | 82,231 |
Total assets | 9,822,802 | 9,497,449 |
LIABILITIES AND EQUITY | ||
Revolving line of credit | 135,000 | 101,158 |
Term loans - net | 49,914 | 186,349 |
Secured borrowings | 367,685 | 369,524 |
Senior notes and other unsecured borrowings - net | 4,855,286 | 4,512,221 |
Accrued expenses and other liabilities | 256,338 | 280,824 |
Deferred income taxes | 10,249 | 10,766 |
Total liabilities | 5,674,472 | 5,460,842 |
Equity: | ||
Preferred stock $1.00 par value authorized - 20,000 shares, issued and outstanding - none | ||
Common stock $.10 par value authorized - 350,000 shares, issued and outstanding - 233,386 shares as of March 31, 2021 and 231,199 as of December 31, 2020 | 23,338 | 23,119 |
Common stock - additional paid-in capital | 6,226,543 | 6,152,887 |
Cumulative net earnings | 2,754,713 | 2,594,735 |
Cumulative dividends paid | (5,074,432) | (4,916,097) |
Accumulated other comprehensive income (loss) | 23,230 | (12,768) |
Total stockholders' equity | 3,953,392 | 3,841,876 |
Noncontrolling interest | 194,938 | 194,731 |
Total equity | 4,148,330 | 4,036,607 |
Total liabilities and equity | $ 9,822,802 | $ 9,497,449 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 233,386,000 | 231,199,000 |
Common stock, shares outstanding | 233,386,000 | 231,199,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | ||
Rental income | $ 237,761 | $ 221,500 |
Income from direct financing leases | 258 | 258 |
Mortgage interest income | 23,625 | 19,685 |
Other investment income | 11,652 | 10,652 |
Miscellaneous income | 472 | 929 |
Total revenues | 273,768 | 253,024 |
Expenses | ||
Depreciation and amortization | 84,849 | 82,643 |
General and administrative | 16,152 | 15,923 |
Real estate taxes | 2,729 | 3,666 |
Acquisition, merger and transition related costs | 1,814 | (225) |
Impairment on real estate properties | 28,689 | 3,639 |
Recovery on direct financing leases | (553) | |
(Recovery) provision for credit losses | (1,024) | 1,486 |
Interest expense | 58,521 | 55,202 |
Total expenses | 191,177 | 162,334 |
Other income (expense) | ||
Other income (expense) - net | 231 | (804) |
Loss on debt extinguishment | (29,670) | |
Gain on assets sold - net | 100,342 | 1,838 |
Total other income | 70,903 | 1,034 |
Income before income tax expense and income from unconsolidated joint ventures | 153,494 | 91,724 |
Income tax expense | (958) | (1,005) |
Income from unconsolidated joint ventures | 11,830 | 1,560 |
Net income | 164,366 | 92,279 |
Net income attributable to noncontrolling interest | (4,388) | (2,364) |
Net income available to common stockholders | $ 159,978 | $ 89,915 |
Basic: | ||
Net income available to common stockholders | $ 0.69 | $ 0.40 |
Diluted: | ||
Net income | $ 0.69 | $ 0.39 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 164,366 | $ 92,279 |
Other comprehensive income (loss): | ||
Foreign currency translation | 1,186 | (18,771) |
Cash flow hedges | 35,801 | (7,844) |
Total other comprehensive income (loss) | 36,987 | (26,615) |
Comprehensive income | 201,353 | 65,664 |
Comprehensive income attributable to noncontrolling interest | (5,377) | (1,679) |
Comprehensive income attributable to common stockholders | $ 195,976 | $ 63,985 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total Stockholders' Equity [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Total Stockholders' Equity [Member]Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Total Stockholders' Equity [Member] | Common StockCumulative Effect, Period of Adoption, Adjusted Balance [Member] | Common Stock | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjusted Balance [Member] | Additional Paid-in Capital | Cumulative Net EarningsCumulative Effect, Period of Adoption, Adjustment [Member] | Cumulative Net EarningsCumulative Effect, Period of Adoption, Adjusted Balance [Member] | Cumulative Net Earnings | Cumulative DividendsCumulative Effect, Period of Adoption, Adjusted Balance [Member] | Cumulative Dividends | Accumulated Other Comprehensive Income (Loss)Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Accumulated Other Comprehensive Income (Loss) | Noncontrolling InterestCumulative Effect, Period of Adoption, Adjustment [Member] | Noncontrolling InterestCumulative Effect, Period of Adoption, Adjusted Balance [Member] | Noncontrolling Interest | Cumulative Effect, Period of Adoption, Adjustment [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ (28,028) | $ 4,107,400 | $ 4,135,428 | $ 22,663 | $ 22,663 | $ 5,992,733 | $ 5,992,733 | $ (28,028) | $ 2,435,408 | $ 2,463,436 | $ (4,303,546) | $ (4,303,546) | $ (39,858) | $ (39,858) | $ (757) | $ 200,409 | $ 201,166 | $ (28,785) | $ 4,307,809 | $ 4,336,594 |
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock related compensation | 4,694 | 4,694 | 4,694 | |||||||||||||||||
Vesting/exercising of equity compensation plan, net of tax withholdings | (3,149) | 9 | (3,158) | (3,149) | ||||||||||||||||
Dividend reinvestment plan | 3,747 | 9 | 3,738 | 3,747 | ||||||||||||||||
Equity Shelf Program | 1,831 | 5 | 1,826 | 1,831 | ||||||||||||||||
Common dividends declared | (154,661) | (154,661) | (154,661) | |||||||||||||||||
Vesting/exercising of Omega OP Units | (2,608) | (2,608) | 2,608 | |||||||||||||||||
Conversion and redemption of Omega OP Units to common stock | 336 | 336 | (336) | |||||||||||||||||
Omega OP Units distributions | (7,290) | (7,290) | ||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||
Foreign currency translation | (18,288) | (18,288) | (483) | (18,771) | ||||||||||||||||
Cash flow hedges | (7,642) | (7,642) | (202) | (7,844) | ||||||||||||||||
Net income | 89,915 | 89,915 | 2,364 | 92,279 | ||||||||||||||||
Total comprehensive income | 65,664 | |||||||||||||||||||
Balance , ending at Mar. 31, 2020 | 4,021,575 | 22,686 | 5,997,561 | 2,525,323 | (4,458,207) | (65,788) | 197,070 | 4,218,645 | ||||||||||||
Beginning balance at Dec. 31, 2020 | 3,841,876 | 23,119 | 6,152,887 | 2,594,735 | (4,916,097) | (12,768) | 194,731 | 4,036,607 | ||||||||||||
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock related compensation | 5,433 | 2 | 5,431 | 5,433 | ||||||||||||||||
Vesting/exercising of equity compensation plan, net of tax withholdings | (2,512) | 13 | (2,525) | (2,512) | ||||||||||||||||
Dividend reinvestment plan | 15,492 | 42 | 15,450 | 15,492 | ||||||||||||||||
Equity Shelf Program | 60,147 | 162 | 59,985 | 60,147 | ||||||||||||||||
Common dividends declared | (158,335) | (158,335) | (158,335) | |||||||||||||||||
Vesting/exercising of Omega OP Units | (4,767) | (4,767) | 4,767 | |||||||||||||||||
Conversion and redemption of Omega OP Units to common stock | 82 | 82 | (82) | |||||||||||||||||
Omega OP Units distributions | (9,855) | (9,855) | ||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||
Foreign currency translation | 1,153 | 1,153 | 33 | 1,186 | ||||||||||||||||
Cash flow hedges | 34,845 | 34,845 | 956 | 35,801 | ||||||||||||||||
Net income | 159,978 | 159,978 | 4,388 | 164,366 | ||||||||||||||||
Total comprehensive income | 201,353 | |||||||||||||||||||
Balance , ending at Mar. 31, 2021 | $ 3,953,392 | $ 23,338 | $ 6,226,543 | $ 2,754,713 | $ (5,074,432) | $ 23,230 | $ 194,938 | $ 4,148,330 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Increase (Decrease) In Stockholders' Equity [Roll Forward] | ||
Dividend per Common Share | $ 0.67 | $ 0.67 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net income | $ 164,366 | $ 92,279 |
Adjustment to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 84,849 | 82,643 |
Impairment on real estate properties | 28,689 | 3,639 |
Recovery on direct financing leases | (553) | |
Provision for rental income | 2,750 | |
(Recovery) provision for credit losses | (1,024) | 1,486 |
Amortization of deferred financing costs and loss on debt extinguishment | 32,423 | 2,461 |
Accretion of direct financing leases | 12 | 6 |
Stock-based compensation expense | 5,396 | 4,635 |
Gain on assets sold - net | (100,342) | (1,838) |
Amortization of acquired in-place leases - net | (6,221) | (1,291) |
Effective yield payable (receivable) on mortgage notes | 311 | (87) |
Interest paid-in-kind | (1,754) | (1,982) |
Loss (income) from unconsolidated joint ventures | 72 | (951) |
Change in operating assets and liabilities - net: | ||
Contractual receivables | (1,020) | (307) |
Straight-line rent receivables | (13,459) | (4,784) |
Lease inducements | 1,168 | (13,786) |
Other operating assets and liabilities | (19,688) | (23,055) |
Net cash provided by operating activities | 175,975 | 139,068 |
Cash flows from investing activities | ||
Acquisition of real estate | (594,504) | (19,085) |
Refund of acquisition deposit | 2,500 | |
Net proceeds from sale of real estate investments | 188,253 | 18,091 |
Investments in construction in progress | (9,806) | (27,734) |
Proceeds from sale of direct financing lease and related trust | 553 | |
Placement of mortgage loans | (4,717) | (4,269) |
Collection of mortgage principal | 1,065 | 1,335 |
Investments in unconsolidated joint ventures | (10,443) | (495) |
Distributions from unconsolidated joint ventures in excess of earnings | 7,489 | 179 |
Capital improvements to real estate investments | (4,012) | (12,758) |
Receipts from insurance proceeds | 3,017 | 311 |
Investments in other investments | (27,636) | (23,813) |
Proceeds from other investments | 51,911 | 13,084 |
Net cash used in investing activities | (396,330) | (55,154) |
Cash flows from financing activities | ||
Proceeds from credit facility borrowings | 1,210,000 | 662,466 |
Payments on credit facility borrowings | (1,177,490) | (266,000) |
Receipts of other long-term borrowings | 695,128 | |
Payments of other long-term borrowings | (490,217) | (1,845) |
Payments of financing related costs | (33,836) | |
Receipts from dividend reinvestment plan | 15,492 | 3,747 |
Payments for exercised options and restricted stock | (2,512) | (3,149) |
Net proceeds from issuance of common stock | 60,147 | 1,831 |
Dividends paid | (158,298) | (154,603) |
Distributions to Omega OP Unit Holders | (9,855) | (7,290) |
Net cash provided by financing activities | 108,559 | 235,157 |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 136 | (429) |
(Decrease) increase in cash, cash equivalents and restricted cash | (111,660) | 318,642 |
Cash, cash equivalents and restricted cash at beginning of period | 167,558 | 33,380 |
Cash, cash equivalents and restricted cash at end of period | $ 55,898 | $ 352,022 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Business Overview and Organization Omega Healthcare Investors, Inc. (“Omega”) was incorporated in the State of Maryland on March 31, 1992 and has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes. 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”). Unless stated otherwise or the context otherwise requires, the terms “Omega”, the “Company,” “we,” “our” and “us” refer to Omega Healthcare Investors, Inc. and its consolidated subsidiaries, including Omega OP, references to “Parent” refer to Omega Healthcare Investors, Inc. without regard to its consolidated subsidiaries, and references to “Omega OP” mean OHI Healthcare Properties Limited Partnership and its consolidated subsidiaries. Omega 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”), assisted living facilities (“ALFs”), and to a lesser extent, independent living facilities (“ILFs”), rehabilitation and acute care facilities (“specialty facilities”) and medical office buildings. Our core portfolio consists of long-term leases and mortgage agreements. All of our leases are “triple-net” leases, which require the operators (we use the term “operator” to refer to our tenants and mortgagors and their affiliates who manage and/or operate our properties) 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 to our operators and/or their principals to fund working capital and capital expenditures. These loans, which may be either unsecured or secured by the collateral of the borrower, are classified as other investments. Omega has exclusive control over Omega OP’s day-to-day management pursuant to the partnership agreement governing Omega OP. As of March 31, 2021, Parent owned approximately 97% of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and other investors owned approximately 3% of the outstanding Omega OP Units. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our latest Annual Report on Form 10-K Omega’s consolidated financial statements include the accounts of (i) Parent, (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. Risks and Uncertainties The Company is subject to certain risks and uncertainties affecting the healthcare industry, including those stemming from the novel coronavirus (“COVID-19”) global pandemic described below, which has disproportionately impacted the senior care sector, as well as, those stemming from healthcare legislation and changing regulation by federal, state and local governments, including those driven by the COVID-19 pandemic. Additionally, we are subject to risks and uncertainties as a result of changes affecting operators of nursing home facilities due to the actions of governmental agencies and insurers to limit the rising cost of healthcare services. In addition to experiencing outbreaks of positive cases and deaths of residents and employees during the pandemic, our operators have been required to, and continue to, adapt their operations rapidly throughout the pandemic to manage the spread of the COVID-19 virus as well as the implementation of new treatments and vaccines, and to implement new requirements relating to infection control, personal protective equipment (“PPE”), quality of care, visitation protocols, staffing levels, and reporting, among other regulations, throughout the pandemic. It remains uncertain when and to what extent vaccination programs for COVID-19, which have been implemented in many of our facilities, will continue to mitigate the effects of COVID-19 in our facilities, or how effective existing vaccines will be against variants of the COVID-19 virus; the impact of these programs will depend in part on the continued speed, distribution, efficacy and delivery of the vaccine in our facilities, as well as participation levels in vaccination programs among the residents and employees of our operators. In addition to the risks associated with managing the spread of the virus, delivery of the vaccines and care of their patients and residents, many of our operators reported incurring, and may continue to incur, significant cost increases as a result of the COVID-19 pandemic, with dramatic increases for facilities with positive cases. We believe these increases primarily stem from elevated labor costs, including increased use of overtime and bonus pay, as well as a significant increase in both the cost and usage of PPE, testing equipment and processes and supplies, as well as implementation of new infection control protocols and vaccination programs. In addition, many of our operators have reported experiencing declines, in some cases that are material, in occupancy levels as a result of the pandemic, which declines on average appear to be stabilizing. We believe these declines may be in part due to COVID-19 related fatalities at our facilities, the delay of SNF placement and/or utilization of alternative care settings for those with lower level of care needs, the suspension and/or postponement of elective hospital procedures, fewer discharges from hospitals to SNFs and higher hospital readmittances from SNFs. We continue to monitor the impact of occupancy declines at many of our operators, and it remains uncertain whether and when demand and occupancy levels will return to pre-COVID-19 levels. While substantial government support has been allocated to SNFs and to a lesser extent to ALFs, further government support will likely be needed to continue to offset these impacts and it is unclear whether and to what extent such government support has been and will continue to be sufficient and timely to offset these impacts. Further, to the extent the impacts of the pandemic continue or accelerate and are not offset by continued government relief that is sufficient and timely, we anticipate that the operating results of certain of our operators would be materially and adversely affected, some may be unwilling or unable to pay their contractual obligations to us in full or on a timely basis and we may be unable to restructure such obligations on terms as favorable to us as those currently in place. Even if operators are able to avail themselves of government relief to offset some of these costs, they may face challenges in complying with the terms and conditions of government support and may face longer-term adverse impacts to their personnel and business operations from the COVID-19 pandemic, including potential patient litigation and decreased demand for their services, loss of business due to an interruption in their operations, workforce challenges, new regulatory restrictions, or other liabilities related to gathering restrictions, quarantines, reopening plans, vaccine distribution or delivery, spread of infection or other related factors. The extent of the COVID-19 pandemic’s effect on our and our operators’ operational and financial performance will depend on future developments, including the ability to control the spread of the outbreak generally and in our facilities and the delivery and efficacy of and participation in vaccination programs and other treatments for COVID-19, government funds and other support for the senior care sector and the efficacy of other policies and measures that may mitigate the impact of the pandemic, as well as the future demand for needs-based skilled nursing care and senior living facilities, all of which are uncertain and difficult to predict. Due to these uncertainties, we are not able at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material. 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 ventures 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, 2021, 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 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 eight three Business Combinations We record the purchase of properties to net tangible and identified intangible assets acquired and liabilities assumed at fair value. Transaction costs are expensed as incurred as part of a business combination. In making estimates of fair value for purposes of recording the purchase, we utilize a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. We also consider information obtained about each property as a result of our pre-acquisition due diligence, marketing and leasing activities as well as other critical valuation metrics such as current capitalization rates and discount rates used to estimate the fair value of the tangible and intangible assets acquired (Level 3). When liabilities are assumed as part of a transaction, we consider information obtained about the liabilities and use similar valuation metrics (Level 3). In some instances when debt is assumed and an identifiable active market for similar debt is present, we use market interest rates for similar debt to estimate the fair value of the debt assumed (Level 2). The Company determines fair value as follows: ● Land is determined based on third party appraisals which typically include market comparables. ● Buildings and site improvements acquired are valued using a combination of discounted cash flow projections that assume certain future revenues and costs and consider capitalization and discount rates using current market conditions as well as the residual approach. ● Furniture and fixtures are determined based on third party appraisals which typically utilize a replacement cost approach. ● Mortgages and other investments are valued using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings. ● Investments in joint ventures are valued based on the fair value of the joint ventures’ assets and liabilities. Differences, if any, between the Company’s basis and the joint venture’s basis are generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of earnings of the joint venture. ● Intangible assets and liabilities acquired are valued using a combination of discounted cash flow projections as well as other valuation techniques based on current market conditions for the intangible asset or liability being acquired. When evaluating below market leases we consider extension options controlled by the lessee in our evaluation. ● Other assets acquired and liabilities assumed are typically valued at stated amounts, which approximate fair value on the date of the acquisition. ● Assumed debt balances are valued by discounting the remaining contractual cash flows using a current market rate of interest. ● Goodwill represents the purchase price in excess of the fair value of assets acquired and liabilities assumed. Goodwill is not amortized. Asset Acquisitions For asset acquisitions, assets acquired and liabilities assumed are recognized by allocating the cost of the acquisition, including transaction costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. The fair value of the assets acquired and liabilities assumed in an asset acquisition are determined in a consistent manner with the immediately preceding “Business Combinations” section. 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 consider matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. Additionally, our evaluation of fair value may consider valuing the property as a nursing home or other healthcare facility 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 to our assets in a future period that could be material to our results of operations. Lease Accounting Lessor Accounting As a lessor, our leased real estate properties are leased under provisions of single or master leases with initial terms typically ranging from 5 to 15 years, plus renewal options. As of March 31, 2021, we have determined that all but one of our leases should be accounted for as operating leases. One lease is accounted for as a direct financing lease. Under the terms of the leases, the lessee is responsible for all maintenance, repairs, taxes and insurance on the leased properties. For leases accounted for as operating leases, we retain ownership of the asset and record depreciation expense (see “Business Combinations”, “Asset Acquisitions” and “Real Estate Investments and Depreciation” above for additional information regarding our investment in real estate leased under operating lease agreements). 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. We assess the probability of collecting substantially all payments due under our leases on several factors, including, among other things, payment history, the financial strength of the lessee and/or borrower and any guarantors, historical operations and operating trends, current and future economic conditions, and expectations of performance (which includes known substantial doubt about an operator’s ability to continue as a going concern). If our evaluation of these factors indicates it is probable that we will be unable to collect substantially all rents, we recognize a charge to rental income and 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. If we change our conclusion regarding the probability of collecting rent payments required by a lessee, we may recognize an adjustment to rental income in the period we make a change to our prior conclusion, potentially resulting in increased volatility of rental income. For leases accounted for as direct financing leases, we record the present value of the future minimum lease payments (utilizing a constant interest rate over the term of the lease agreement) as a receivable and record interest income based on the contractual terms of the lease agreement. Certain direct financing leases include annual rent escalators, see “Lessor Accounting for Direct Financing Lease Income” below for further discussion regarding the recording of interest income on our direct financing leases. Lessee Accounting As a lessee, the Company is party to ground and/or facility leases 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 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. Mortgages, Other Investments and Direct Financing Leases (collectively, our “loans”) and Allowance for Credit Losses Mortgage Interest Income and Other Investment Income Mortgage interest income and other investment income is recognized as earned over the terms of the related mortgage notes or other investment. Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected using the effective interest method. In applying the effective interest method, the effective yield on a loan is determined based on its contractual payment terms, adjusted for prepayment terms. Lessor Accounting for Direct Financing Lease Income We record direct financing lease income on a constant interest rate basis over the term of the lease. Costs related to originating direct financing leases are deferred and amortized on a straight-line basis as a reduction to income from direct financing leases over the term of the direct financing leases. Allowance for Credit Losses In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (“Topic 326”) (“ASU 2016-13”), which changed 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 new approach requires the calculation of expected lifetime credit losses and is applied to financial assets measured at amortized cost, including loans, as well as certain off-balance sheet credit exposures such as unfunded loan commitments. The allowance for credit loss on the loans is a valuation amount that is deducted from the amortized cost basis of the loans not held at fair value to present the net amount expected to be collected over the contractual term of the loans. The allowance for credit losses on loans is measured using relevant information about past events, including historical credit loss experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the remaining cash flows over the contractual term of the loans. Changes to the allowance for credit losses on loans resulting from quarterly evaluations are recorded through provision for credit losses on the Consolidated Statements of Operations. The Company’s unfunded lending commitments are calculated using the same as the methodology for the loans over the contractual term of the commitment. The loss estimate is recorded in accrued expenses and other liabilities on the Consolidated Balance Sheets with quarterly changes to the liability recorded through provision for credit losses on the Consolidated Statements of Operations. ASU 2016-13 specifically excludes from its scope receivables arising from operating leases accounted for under Topic 842. We adopted ASU 2016-13 on January 1, 2020 using the modified retrospective approach and we recorded an initial $28.8 million allowance for expected credit losses with a corresponding adjustment to equity . We elected to disaggregate our financial assets within the scope of Topic 326 based on the type of financial instrument. These segments were further disaggregated based on our internal credit ratings. We assess our internal credit ratings on a quarterly basis. Our internal credit ratings consider several factors including the collateral and/or security, the performance of borrowers underlying facilities, if applicable, available credit support (e.g., guarantees), borrowings with third parties, and other ancillary business ventures and real estate operations of the borrower. Our internal ratings range between 1 and 7. An internal rating of 1 reflects the lowest likelihood of loss and a 7 reflects the highest likelihood of loss. We have a limited history of incurred losses and consequently have elected to employ external data to perform our expected credit loss calculation. We have elected a probability of default (“PD”) and loss given default (“LGD”) methodology. Our model’s historic inputs consider PD and LGD data for residential care facilities published by the Federal Housing Administration along with Standards & Poor’s one-year global corporate default rates. Our historical loss rates revert to historical averages after 36 periods. Our model’s current conditions and supportable forecasts consider internal credit ratings, current and projected U.S. unemployment rates published by the United States Bureau of Labor Statistics and the Federal Reserve Bank of St. Louis and the weighted average life to maturity of the underlying financial asset. Periodically, the Company may identify an individual loan for impairment. A loan is considered 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 collectibility is diminished, we will return these loans to full accrual status. When we identify a loan impairment, 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. 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. 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. A summary of our net receivables by type is as follows: March 31, December 31, 2021 2020 (in thousands) Contractual receivables – net $ 11,428 $ 10,408 Effective yield interest receivables $ 11,884 $ 12,195 Straight-line rent receivables 143,599 139,046 Lease inducements 81,186 83,425 Other receivables and lease inducements $ 236,669 $ 234,666 During the first quarter of 2021, we wrote-off approximately $2.7 million of straight-line rent receivables to rental income as a result of transitioning one facility and placing one operator on a cash basis due to changes in our evaluation of the collectibility of future rent payments due under the lease agreement. Earnings Per Share The computation of basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the relevant period. Diluted EPS is computed using the treasury stock method, which is net income divided by the total weighted-average number of common outstanding shares plus the effect of dilutive common equivalent shares during the respective period. Dilutive common shares reflect the assumed issuance of additional common shares pursuant to certain of our share-based compensation plans, including restricted stock and profit interest units, performance restricted stock and profit interest units, the assumed issuance of additional shares related to Omega OP Units held by outside investors. 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. Foreign Operations The U.S. dollar (“USD”) 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 USD, we translate their financial statements into the USD. We translate assets and liabilities at the exchange rate in effect as of the fina |
PROPERTIES AND INVESTMENTS
PROPERTIES AND INVESTMENTS | 3 Months Ended |
Mar. 31, 2021 | |
PROPERTIES AND INVESTMENTS [Abstract] | |
PROPERTIES AND INVESTMENTS | 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, 2021 2020 (in thousands) Buildings $ 7,425,801 $ 6,961,509 Land 935,739 883,765 Furniture and equipment 534,011 518,664 Site improvements 330,833 308,087 Construction in progress 34,806 30,129 Total real estate investments 9,261,190 8,702,154 Less accumulated depreciation (2,069,822) (1,996,914) Real estate investments – net $ 7,191,368 $ 6,705,240 Three Months Ended March 31, 2021 2020 (in thousands) Rental income – operating leases $ 235,062 $ 218,340 Variable lease income – operating leases 2,699 3,160 Total lease income $ 237,761 $ 221,500 Number of Total Initial Facilities Country/ Investment Annual Period SNF ALF Specialty State (in millions) Cash Yield (1) Q1 — 17 7 AZ, CA, FL, IL, NJ, OR, PA, TN, TX, VA, WA $ 511.3 (2) 8.43 % Q1 6 — — FL 83.1 9.25 % Total 6 17 7 $ 594.4 (1) The initial annual cash yield reflects the initial annual cash rent divided by the purchase price. (2) On January 20, 2021, we acquired 24 facilities from Healthpeak Properties, Inc. The acquisition involved the assumption of an in-place master lease with Brookdale Senior Living Inc. Asset Sales and Impairments During the first quarter of 2021, we sold 24 facilities subject to operating leases for approximately $188.3 million in net cash proceeds, recognizing a net gain of approximately $100.3 million. In addition, we recorded impairments on four facilities of approximately $28.7 million (three were subsequently reclassified to assets held for sale). Our recorded impairments were primarily the result of decisions to exit certain non-strategic facilities and/or operators. We reduced the net book value of the impaired facilities to their estimated fair values or, with respect to the facilities reclassified to held for sale, to their estimated fair values less costs to sell. To estimate the fair value of the facilities, we utilized a market approach which considered binding sale agreements (a Level 1 input) and/or non-binding offers from unrelated third parties and/or broker quotes (a Level 3 input). |
MORTGAGE NOTES RECEIVABLE
MORTGAGE NOTES RECEIVABLE | 3 Months Ended |
Mar. 31, 2021 | |
Mortgage Notes Receivable [Abstract] | |
MORTGAGE NOTES RECEIVABLE | NOTE 3 – MORTGAGE NOTES RECEIVABLE As of March 31, 2021, mortgage notes receivable relate to nine fixed rate mortgage notes on 63 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 eight states that are operated by seven independent healthcare operating companies. We monitor compliance with the terms of our mortgages and when necessary have initiated collection, foreclosure and other proceedings with respect to certain outstanding mortgage notes. The principal amounts outstanding of mortgage notes receivable, net of allowances, were as follows: March 31, December 31, 2021 2020 (in thousands) Mortgage note due 2027; interest at 10.81% $ 112,500 $ 112,500 Mortgage notes due 2029; interest at 10.55% (1) 674,205 670,015 Other mortgage notes outstanding (2) 135,505 136,043 Mortgage notes receivable, gross 922,210 918,558 Allowance for credit losses on mortgage notes receivable (32,142) (33,245) Total mortgages — net $ 890,068 $ 885,313 (1) Approximates the weighted average interest rate on 47 facilities as of March 31, 2021. Two notes totaling approximately $30.7 million are construction mortgages with maturities in 2021 . Two mortgage notes totaling $43.2 million mature in 2021 and the remaining loan balance matures in 2029 . (2) Other mortgages outstanding have a weighted average interest rate of 9.41% per annum as of March 31, 2021 and maturity dates through 2028 . |
OTHER INVESTMENTS
OTHER INVESTMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
OTHER INVESTMENTS | NOTE 4 – OTHER INVESTMENTS A summary of our other investments is as follows: March 31, December 31, 2021 2020 (in thousands) Other investment notes due 2024; interest at 13.13% (1) $ 85,361 $ 83,636 Other investment notes due 2024-2025; interest at 8.12% (1) 56,987 56,987 Other investment note due 2023; interest at 12.00% 42,538 49,973 Other investment notes due 2030; interest at 7.00% 162,368 147,148 Other investment notes outstanding (2) 129,407 161,155 Total other investments, gross 476,661 498,899 Allowance for credit losses on other investments (31,942) (31,457) Total other investments - net $ 444,719 $ 467,442 (1) Approximate weighted average interest rate as of March 31, 2021. (2) Other investment notes have a weighted average interest rate of 8.26% as of March 31, 2021 and maturity dates through 2028 . Other investment notes due 2024 On March 6, 2018, we amended certain terms of our $48.0 million secured term loan with Genesis. The $48.0 million term loan bears interest at a fixed rate of 14% per annum, of which 9% per annum is paid-in-kind and was initially scheduled to mature on July 29, 2020. The maturity date of this loan was extended during the first quarter of 2021 to January 1, 2024. This term loan (and the $16.0 million term loan discussed below) is secured by a first priority lien on and security interest in certain collateral of Genesis. As of March 31, 2021, approximately $66.7 million is outstanding on this term loan. Also on March 6, 2018, we provided Genesis an additional $16.0 million secured term loan bearing interest at a fixed rate of 10% per annum, of which 5% per annum is paid-in-kind, and was initially scheduled to mature on July 29, 2020. The maturity date of this loan was extended during the first quarter of 2021 to January 1, 2024. As of March 31, 2021, approximately $18.6 million is outstanding on this term loan. |
ALLOWANCE FOR CREDIT LOSSES
ALLOWANCE FOR CREDIT LOSSES | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
ALLOWANCE FOR CREDIT LOSSES | NOTE 5 – ALLOWANCE FOR CREDIT LOSSES A rollforward of our allowance for credit losses is as follows: Segment Financial Statement Line Item Allowance for Credit Loss as of December 31, 2020 (Recovery) Provision for Credit Loss for the period ended March 31, 2021 Write-offs charged against allowance for the period ended March 31, 2021 Allowance for Credit Loss as of March 31, 2021 (in thousands) Segment A-4 Mortgage Notes Receivable $ 26,865 $ (913) $ - $ 25,952 Segment B-3 Mortgage Notes Receivable 954 (38) - 916 Segment C-5 Mortgage Notes Receivable 433 (107) - 326 Segment E-6 Mortgage Notes Receivable 4,905 - - 4,905 Segment F-2 Mortgage Notes Receivable 88 (45) - 43 Sub-total 33,245 (1,103) - 32,142 Segment A-3 Investment in Direct Financing Leases 694 (6) - 688 Sub-total 694 (6) - 688 Segment A-4 Other Investments 24,397 413 - 24,810 Segment B-3 Other Investments 5,113 217 - 5,330 Segment C-2 Other Investments 94 (40) - 54 Segment D-5 Other Investments 1,853 (10) (95) 1,748 Sub-total 31,457 580 (95) 31,942 Segment A-4 Off-Balance Sheet Mortgage Commitments 24 38 - 62 Segment B-3 Off-Balance Sheet Note Commitments 2,305 (538) - 1,767 Segment C-2 Off-Balance Sheet Note Commitments 116 5 - 121 Sub-total 2,445 (495) - 1,950 Total $ 67,841 $ (1,024) $ (95) $ 66,722 A summary of our amortized cost basis by year of origination and credit quality indicator is as follows: Rating Financial Statement Line Item 2021 2020 2019 2018 2017 2016 2015 & older Revolving Loans Balance as of March 31, 2021 (in thousands) 1 Mortgage Notes Receivable $ - $ - $ - $ - $ - $ - $ 66,621 $ - $ 66,621 2 Mortgage Notes Receivable - 43,150 - - - - - - 43,150 3 Mortgage Notes Receivable - - - - - - 35,964 - 35,964 4 Mortgage Notes Receivable 2,685 89,325 18,585 44,395 46,455 37,550 504,559 - 743,554 5 Mortgage Notes Receivable - - - 19,000 - - 7,544 - 26,544 6 Mortgage Notes Receivable - - - - - - 6,377 - 6,377 Sub-total 2,685 132,475 18,585 63,395 46,455 37,550 621,065 - 922,210 3 Investment in Direct Financing Leases - - - - - - 11,445 - 11,445 Sub-total - - - - - - 11,445 - 11,445 2 Other Investments - - - - - - 2,082 10,265 12,347 3 Other Investments - - 21,782 30,698 - - 3,809 171,510 227,799 4 Other Investments - - 11,845 114,974 - 75,525 - 5,000 207,344 5 Other Investments - 467 23,004 5,700 - - - - 29,171 Sub-total - 467 56,631 151,372 - 75,525 5,891 186,775 476,661 Total $ 2,685 $ 132,942 $ 75,216 $ 214,767 $ 46,455 $ 113,075 $ 638,401 $ 186,775 $ 1,410,316 |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 3 Months Ended |
Mar. 31, 2021 | |
Variable Interest Entities [Abstract] | |
VARIABLE INTEREST ENTITIES | NOTE 6 – VARIABLE INTEREST ENTITIES As of March 31, 2021 and December 31, 2020, Agemo Holdings, LLC (“Agemo”) and Maplewood Real Estate Holdings, LLC (“Maplewood”) are both VIEs. Below is a summary of our assets, liabilities and collateral associated with these operators as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Agemo Maplewood Agemo Maplewood (in thousands) (in thousands) Assets Real estate investments – net $ 357,501 749,260 $ 371,010 $ 750,488 Assets held for sale 755 — — — Other investments 34,253 162,368 34,253 147,148 Contractual receivables 615 979 346 887 Straight-line rent receivables — (52,892) — (56,664) Lease inducement — 68,326 — 69,666 Subtotal 393,124 928,041 405,609 911,525 Liabilities Net in-place lease liability — (324) — (331) Security deposit (343) (4,609) — — Contingent liability — (43,915) — (43,915) Subtotal (343) (48,848) — (44,246) Collateral Letters of credit (9,253) — (9,253) — Personal guarantee (8,000) (40,000) (8,000) (40,000) Other collateral (358,256) (749,260) (371,010) (750,488) Subtotal (375,509) (789,260) (388,263) (790,488) Maximum exposure to loss $ 17,272 $ 89,933 $ 17,346 $ 76,791 In determining our maximum exposure to loss from the VIE, we considered the underlying carrying 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, as well as other liabilities recognized with respect to these operators. The table below reflects our total revenues from Agemo and Maplewood for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Agemo Maplewood Agemo Maplewood (in thousands) Revenue Rental income $ 11,492 $ 19,032 $ 15,287 $ 10,140 Other investment income 1,157 2,788 1,241 1,202 Total (1) $ 12,649 $ 21,820 $ 16,528 $ 11,342 (1) For the three months ended March 31, 2021 and 2020, we received cash from Agemo of approximately $14.0 million and $13.7 million, respectively, pursuant to our lease and other investment agreements. For the three months ended March 31, 2021 and 2020, we received cash rental income and other investment income from Maplewood of approximately $19.3 million and $16.8 million, respectively. |
INVESTMENTS IN JOINT VENTURES
INVESTMENTS IN JOINT VENTURES | 3 Months Ended |
Mar. 31, 2021 | |
INVESTMENTS IN JOINT VENTURES [Abstract] | |
INVESTMENTS IN JOINT VENTURES | NOTE 7 – INVESTMENTS IN JOINT VENTURES Unconsolidated Joint Ventures Carrying Amount Ownership Initial Investment Facility Facilities at March 31, December 31, Entity (1) % Date Investment (2) Type 3/31/2021 2021 2020 Second Spring Healthcare Investments (3) 15% 11/1/2016 $ 50,032 SNF — $ 10,624 $ 17,700 Second Spring II LLC (4) 15% 3/10/2021 10,330 SNF 5 9,873 — Lakeway Realty, L.L.C. 51% 5/17/2019 73,834 Specialty facility 1 72,077 72,318 Cindat Joint Venture 49% 12/18/2019 105,688 ALF 67 111,871 110,360 OMG Senior Housing, LLC 50% 12/6/2019 — Specialty facility 1 — — OH CHS SNP, Inc. 9% 12/20/2019 859 N/A N/A 201 260 $ 240,743 $ 204,646 $ 200,638 (1) These entities and their subsidiaries are not consolidated by the Company because it does not control, through voting rights or other means, the joint venture. (2) Our initial investment includes our transaction costs, if any. (3) During the first quarter of 2021, this joint venture sold 16 SNFs to an unrelated third party for approximately $328 million in net proceeds and recognized a gain on sale of approximately $102.2 million ( $14.9 million of which represents the Company’s share of the gain) . During the first quarter of 2021, this joint venture also sold 5 SNFs to Second Spring II LLC for approximately $70.8 million in net proceeds. (4) We acquired approximately a 15% interest in Second Spring II LLC for approximately $10.3 million. During the first quarter of 2021, this joint venture acquired 5 SNFs from Second Spring Healthcare Investments for approximately $70.8 million. Three Months Ended March 31, Entity 2021 2020 (in thousands) Second Spring Healthcare Investments (1) $ 11,411 $ 570 Second Spring II LLC (457) — Lakeway Realty, L.L.C. 645 610 Cindat Joint Venture 486 646 OMG Senior Housing, LLC (101) (161) OH CHS SNP, Inc. (154) (105) Total $ 11,830 $ 1,560 (1) The income from this unconsolidated joint venture includes a $14.9 million gain on sale of real estate investments. Asset Management Fees We receive asset management fees from certain joint ventures for services provided. For each of the three months ended March 31, 2021 and 2020, we recognized approximately $0.2 million of asset management fees. These fees are included in miscellaneous income in the accompanying Consolidated Statements of Operations. |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 22 $ 81,452 Properties sold (1) (21) (81,252) Properties added (2) 5 7,722 March 31, 2021 (3) 6 $ 7,922 (1) In the first quarter of 2021, we sold 21 facilities for approximately $187.6 million in net cash proceeds recognizing a net gain on sale of approximately $100.3 million. (2) In the first quarter of 2021, we recorded approximately $16.9 million of impairment expense to reduce three facilities’ book value to their estimated fair value less costs to sell before they were reclassified to assets held for sale. (3) We plan to sell the facilities classified as assets held for sale at March 31, 2021 within the next twelve months. |
INTANGIBLES
INTANGIBLES | 3 Months Ended |
Mar. 31, 2021 | |
Intangibles [Abstract] | |
INTANGIBLES | NOTE 9 – INTANGIBLES The following is a summary of our intangibles as of March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 (in thousands) Assets: Above market leases $ 22,822 $ 22,822 Accumulated amortization (20,966) (20,882) Net above market leases $ 1,856 $ 1,940 Liabilities: Below market leases $ 139,100 $ 139,515 Accumulated amortization (107,301) (100,996) Net below market leases $ 31,799 $ 38,519 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, 2021 and 2020, our net amortization related to intangibles was $6.2 million and $1.3 million, respectively. The estimated net amortization related to these intangibles for the remainder of 2021 and the subsequent four years is as follows: remainder of 2021 – $3.3 million; 2022 – $4.2 million; 2023 – $4.0 million; 2024 – $3.9 million and 2025 – $3.6 million. As of March 31, 2021, the weighted average remaining amortization period of above market lease assets is approximately ten years and below market lease liabilities is approximately eight years. The following is a summary of our goodwill as of March 31, 2021: (in thousands) Balance as of December 31, 2020 $ 651,737 Add: foreign currency translation (58) Balance as of March 31, 2021 $ 651,679 |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 3 Months Ended |
Mar. 31, 2021 | |
Concentration of Risk [Abstract] | |
CONCENTRATION OF RISK | NOTE 10 – CONCENTRATION OF RISK As of March 31, 2021, our portfolio of real estate investments consisted of 974 healthcare facilities, located in 42 states and the U.K. and operated by 70 third-party operators. Our investment in these facilities, net of impairments and allowances, totaled approximately $10.2 billion at March 31, 2021, with approximately 97% of our real estate investments related to healthcare facilities. Our portfolio is made up of (i) 735 SNFs, 133 ALFs, 35 specialty facilities, two medical office buildings, (ii) fixed rate mortgages on 57 SNFs, three ALFs and three specialty facilities, and (iii) six facilities that are held for sale. At March 31, 2021, we also held other investments of approximately $444.7 million, consisting primarily of secured loans to third-party operators of our facilities and $204.6 million of investments in six unconsolidated joint ventures. At March 31, 2021 we had investments with one operator/or manager that exceeded 10% of our total investments: Consulate Health Care (“Consulate”). Consulate also generated approximately 9% and 10% of our total revenues for the three months ended March 31, 2021 and 2020, respectively. At March 31, 2021, the three states in which we had our highest concentration of investments were Florida (15%), Texas (10%) and Michigan (6%). |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Dividends The Board of Directors has declared cash dividends on common stock as set forth below: Record Payment Dividend per Date Date Common Share February 8, 2021 February 16, 2021 $ 0.67 May 3, 2021 May 17, 2021 0.67 $500 Million Equity Shelf Program The table below presents information regarding the shares issued under the Equity Shelf Program for the three months ended March 31, 2020 and 2021: Shares issued Average Price Net Proceeds Three Months Ended (in millions) Per Share (in millions) March 31, 2020 0.1 $ 37.58 $ 1.8 March 31, 2021 1.6 37.16 60.1 Dividend Reinvestment and Common Stock Purchase Plan The table below presents information regarding the shares issued under the Dividend Reinvestment and Common Stock Purchase Plan for the three months ended March 31, 2020 and 2021: Shares issued Gross Proceeds Three Months Ended (in millions) (in millions) March 31, 2020 0.1 $ 3.7 March 31, 2021 0.4 15.5 Accumulated Other Comprehensive Income (Loss) The following is a summary of our accumulated other comprehensive income (loss), net of tax where applicable: As of and for the Three Months Ended March 31, 2021 2020 (in thousands) Foreign Currency Translation: Beginning balance $ (18,427) $ (35,100) Translation gain (loss) 3,530 (31,888) Realized gain (loss) 666 (70) Ending balance (14,231) (67,058) Derivative Instruments: Cash flow hedges: Beginning balance 17,718 (2,369) Unrealized gain (loss) 35,191 (7,526) Realized gain (loss) (1) 610 (318) Ending balance 53,519 (10,213) Net investment hedge: Beginning balance (13,331) (4,420) Unrealized (loss) gain (3,010) 13,187 Ending balance (16,341) 8,767 Total accumulated other comprehensive income (loss) before noncontrolling interest 22,947 (68,504) Add: portion included in noncontrolling interest 283 2,716 Total accumulated other comprehensive income (loss) for Omega $ 23,230 $ (65,788) (1) Recorded in interest expense on the Consolidated Statements of Operations. |
TAXES
TAXES | 3 Months Ended |
Mar. 31, 2021 | |
Taxes [Abstract] | |
TAXES | NOTE 12 – TAXES Omega and Omega OP, including their wholly owned subsidiaries were organized, have operated, and intend to continue to operate in a manner that enables Omega to qualify for taxation as a REIT under Sections 856 through 860 of the Code. On a quarterly and annual basis we perform several analyses to test our compliance within the REIT taxation rules. If we fail to meet the requirements for qualification as a REIT in any tax year, we will be subject to federal income tax on our taxable income at regular corporate rates and may not be able to qualify as a REIT for the four We are also subject to federal taxation of 100% of the net income derived from the sale or other disposition of property, other than foreclosure property, that we held primarily for sale to customers in the ordinary course of a trade or business. We believe that we do not hold assets for sale to customers in the ordinary course of business and that none of the assets currently held for sale or that have been sold would be considered a prohibited transaction within the REIT taxation rules. 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. In 2020, 2019, and 2018, we distributed dividends in excess of our taxable income. We currently own stock in an entity that has elected to be taxed as a REIT. This subsidiary entity is required to individually satisfy all of the rules for qualification as a REIT. We have elected to treat certain of our active subsidiaries as TRSs. Our domestic TRSs are subject to federal, state and local income taxes at the applicable corporate rates. Our foreign TRSs are subject to foreign income taxes. As of March 31, 2021, one of our TRSs that is subject to income taxes at the applicable corporate rates had a net operating loss (“NOL”) carry-forward of approximately $6.5 million. Our NOL carry-forward was fully reserved as of March 31, 2021, with a valuation allowance due to uncertainties regarding realization. Under current law, NOL carry-forwards generated up through December 31, 2017 may be carried forward for no more than 20 years, and NOL carry-forwards generated in our taxable years ended December 31, 2018 and after may be carried forward indefinitely. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) modified the NOL carryback rules to limit recovery of taxes paid in prior tax periods. We do not anticipate that such changes will materially impact the computation of Omega’s taxable income, or the taxable income of any Omega entity, including our TRSs. We also do not expect that Omega or any Omega entity, including our TRSs, will realize a material tax benefit as a result of the changes to the provisions of the Code made by the CARES Act. For the three months ended March 31, 2021 and 2020, we recorded approximately $0.3 million and $0.4 million, respectively, of state and local income tax provisions. For the three months ended March 31, 2021 and 2020, we recorded approximately $0.7 million and $0.6 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, 2021 | |
Stock-Based Compensation [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 13 – STOCK-BASED COMPENSATION The following is a summary of our stock-based compensation expense for the three months ended March 31, 2021 and 2020, respectively. Three Months Ended March 31, 2021 2020 (in thousands) Stock-based compensation expense $ 5,396 $ 4,635 We granted 22,051 time based restricted stock units (“RSUs”) and 142,719 time based profits interest units (“PIUs”) during the first quarter of 2021 to certain officers and key employees, and those units vest on December 31, 2023 (three years after the grant date), subject to continued employment and vesting in certain other events. We also granted 1,232,178 performance based PIUs during the first quarter of 2021 to certain officers and key employees, which are earned based on the level of performance over the performance period (normally three years) and vest quarterly in the fourth year, subject to continued employment and vesting in certain other events. |
BORROWING ACTIVITIES AND ARRANG
BORROWING ACTIVITIES AND ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2021 | |
BORROWING ACTIVITIES AND ARRANGEMENTS [Abstract] | |
BORROWING ACTIVITIES AND 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, Net Proceeds Maturity 2021 2021 2020 (in millions) (in thousands) Secured borrowings: HUD mortgages (1)(2) 2046 - 2052 3.01 % $ 365,410 $ 367,249 Term loan (3) 2022 3.75 % 2,275 2,275 367,685 369,524 Unsecured borrowings: Revolving line of credit (4)(5) 2021 1.36 % 135,000 101,158 Sterling term loan (5)(6) N/A N/A — 136,700 Omega OP term loan (7) 2022 3.29 % 50,000 50,000 Deferred financing costs – net (86) (351) Total term loans – net 49,914 186,349 Senior Notes: (5) 2023 notes (8) $ 692.0 2023 4.375 % 350,000 700,000 2024 notes 394.3 2024 4.950 % 400,000 400,000 2025 notes 397.7 2025 4.500 % 400,000 400,000 2026 notes 594.4 2026 5.250 % 600,000 600,000 2027 notes 683.0 2027 4.500 % 700,000 700,000 2028 notes 540.8 2028 4.750 % 550,000 550,000 2029 notes 487.8 2029 3.625 % 500,000 500,000 2031 notes 680.5 2031 3.375 % 700,000 700,000 2033 notes (9) 689.3 2033 3.250 % 700,000 — Subordinated debt (2) 2021 9.000 % 20,000 20,000 Discount – net (35,128) (31,709) Deferred financing costs – net (29,586) (26,070) Total senior notes and other unsecured borrowings – net 4,855,286 4,512,221 Total unsecured borrowings – net 5,040,200 4,799,728 Total secured and unsecured borrowings – net (10) $ 5,407,885 $ 5,169,252 (1) Reflects the weighted average annual contractual interest rate on the mortgages at March 31, 2021. Secured by real estate assets with a net carrying value of $564.5 million as of March 31, 2021. (2) Wholly owned subsidiaries of Omega OP are the obligor on these borrowings. (3) Borrowing is the debt of a consolidated joint venture. (4) On April 30, 2021, the Revolving line of credit (which was scheduled to mature on May 25, 2021 ) was terminated and replaced with a new four-year $1.45 billion senior unsecured credit facility (“Credit Facility”). (5) Guaranteed by Omega OP. (6) Actual borrowing is in British Pounds Sterling and remeasured to USD. The Sterling term loan was settled in March 2021 using proceeds from the 3.250% 2033 Senior Notes offering. (7) Omega OP is the obligor on this borrowing. On April 30, 2021, the Omega OP term loan facility (which was scheduled to mature on May 25, 2022 ) was terminated and replaced with a new four-year $50 million senior unsecured term loan facility (“OP Term Loan Facility”). (8) In March 2021, we used a portion of the proceeds from the 2033 Senior Notes offering to fund the tender offer to purchase $350 million of the 4.375% Senior Notes due 2023 . In connection with this transaction, we recorded approximately $29.7 million in related fees, premiums, and expenses which were recorded as Loss on debt extinguishment in our Consolidated Statement of Operations. (9) We used the proceeds from this offering to pay down outstanding borrowings on the Revolving Line of Credit, repay the Sterling term loan, and fund the tender offer to purchase $350 million of the 4.375% Senior Notes due 2023 and the payment of accrued interest and related fees, premiums and expenses. (10) All borrowings are direct borrowings of Parent unless otherwise noted. $400 Million Forward Starting Swaps On March 27, 2020, we entered into five forward starting swaps totaling $400 million. We designated the forward starting swaps as cash flow hedges of interest rate risk associated with interest payments on a forecasted issuance of fixed rate long-term debt, initially expected to occur within the next five years. The swaps are effective on August 1, 2023 and expire on August 1, 2033 and were issued at a fixed rate of approximately 0.8675%. In March 2021, in conjunction with the issuance of $700 million aggregate principal amount of our 3.25% Senior Notes due 2033, we discontinued hedge accounting for these five forward starting swaps. Amounts reported in Accumulated Other Comprehensive Income related to these discontinued cash flow hedging relationships will be reclassified to interest expense over a ten year term. Simultaneously, we re-designated these swaps in new cash flow hedging relationships of interest rate risk associated with interest payments on another forecasted issuance of long-term debt. We are hedging our exposure to the variability in future cash flows for forecasted transactions over a maximum period of 46 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments). £174 Million Foreign Exchange Forward Starting Swaps From the issuance date of our GBP borrowings through the prepayment date in March 2021, we used a nonderivative, GBP-denominated term loan and line of credit totaling £174 million to hedge a portion of our net investments in foreign operations. During March 2021 and concurrent with the settlement of our GBP-denominated term loan and repayment of our GBP denominated borrowings under our line of credit, we entered into four foreign currency forwards that mature on March 8, 2024 to hedge a portion of our net investments in foreign operations, effectively replacing the terminated net investment hedge. For these derivatives that are designated and qualify as net investment hedges, the gain or loss on the derivative is reported in Accumulated Other Comprehensive Income as part of the cumulative translation adjustment. Amounts are reclassified out of Accumulated Other Comprehensive Income into earnings when the hedged net investment is either sold or substantially liquidated. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and December 31, 2020, the net carrying amounts and fair values of our other financial instruments were as follows: March 31, 2021 December 31, 2020 Carrying Fair Carrying Fair Amount Value Amount Value (in thousands) Assets: Investments in direct financing leases – net $ 10,757 $ 10,757 $ 10,764 $ 10,764 Mortgage notes receivable – net 890,068 929,623 885,313 924,353 Other investments – net 444,719 452,848 467,442 474,552 Total $ 1,345,544 $ 1,393,228 $ 1,363,519 $ 1,409,669 Liabilities: Revolving line of credit $ 135,000 $ 135,000 $ 101,158 $ 101,158 Term loan 2,275 2,275 2,275 2,275 Sterling term loan — — 136,453 136,700 Omega OP term loan 49,914 50,000 49,896 50,000 4.375% notes due 2023 – net 348,674 379,864 696,981 770,635 4.95% notes due 2024 – net 396,966 445,362 396,714 441,194 4.50% notes due 2025 – net 397,114 436,262 396,924 444,652 5.25% notes due 2026 – net 596,614 685,558 596,437 697,993 4.50% notes due 2027 – net 691,275 770,272 690,909 794,294 4.75% notes due 2028 – net 543,152 607,222 542,899 633,950 3.625% notes due 2029 – net 489,774 511,116 489,472 532,248 3.375% notes due 2031 – net 682,250 693,896 681,802 731,541 3.25% notes due 2033 – net 689,405 671,583 — — HUD mortgages – net 365,410 384,979 367,249 409,004 Subordinated debt – net 20,062 21,207 20,083 21,599 Total $ 5,407,885 $ 5,794,596 $ 5,169,252 $ 5,767,243 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). ● 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). ● HUD mortgages: The fair value of our borrowings under HUD debt agreements are estimated using an expected present value technique based on quotes obtained by HUD debt brokers (Level 2). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16 – COMMITMENTS AND CONTINGENCIES Litigation The Company and certain of its officers, C. Taylor Pickett, Robert O. Stephenson, and Daniel J. Booth Certain derivative actions have also been brought against the officers named in the Securities Class Action, and certain current and former directors of the Company, alleging claims relating to the matters at issue in the Securities Class Action. These derivative actions are currently stayed pending certain developments in the Securities Class Action. In 2018, Stourbridge Investments LLC, a purported stockholder of the Company, filed a derivative action purportedly on behalf of the Company in the United States District Court for the Southern District of New York, alleging violations of Section 14(a) of the Exchange Act and state-law claims including breach of fiduciary duty. The complaint alleges, among other things, that the named 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 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 case has been stayed pending the entry of judgement or a voluntary dismissal with prejudice in the Securities Class Action. In 2019, purported stockholder Phillip Swan by his counsel, and stockholders Tom Bradley and Sarah Smith by their counsel, filed derivative actions in the Baltimore City Circuit Court of Maryland, purportedly on behalf of the Company, asserting claims for breach of fiduciary duty, waste of corporate assets and unjust enrichment against the named defendants. Those actions have been consolidated and stayed in the Maryland court pending completion of fact discovery in the Securities Class Action. Prior to filing suit, each of these stockholders had made demands on the Board of Directors in 2018 that the Company bring such lawsuits. 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 demands. In addition, in late 2020, Robert Wojcik, a purported shareholder of the Company, filed a derivative action in the U.S. District Court for the District of Maryland, purportedly on behalf of the Company, asserting violations of Section 14(a) of the Exchange Act, Sections 10(b) and 21D of the Exchange Act, as well as claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. Wojcik also did not make a demand on the Company prior to filing suit. The case has been stayed pending the entry of judgement or a voluntary dismissal with prejudice in the Securities Class Action. Other In September 2016, MedEquities received a Civil Investigative Demand (“CID”) from the U.S. Department of Justice (“DOJ”), which indicates that it is conducting an investigation regarding alleged violations of the False Claims Act, Stark Law and Anti-Kickback Statute in connection with claims that may have been submitted to Medicare and other federal payors for services rendered to patients at Lakeway Hospital or by providers with financial relationships with Lakeway Hospital. As a result of the acquisition of MedEquities, the Company owns a 51% interest in an unconsolidated partnership that owns Lakeway Hospital (the “Lakeway Realty, L.L.C.”). The CID requested certain documents and information related to the acquisition and ownership of Lakeway Hospital through Lakeway Realty, L.L.C.. The Company has learned that the DOJ is investigating MedEquities’ conduct in connection with its investigation of financial relationships related to Lakeway Hospital, including allegations by the DOJ that these relationships violate and continue to violate the Anti-Kickback Statute and, as a result, related claims submitted to federal payors violated and continue to violate the False Claims Act. The Company is cooperating fully with the DOJ in connection with the CID and has produced all of the information that has been requested to date. On September 29, 2020 the Department of Justice announced it had reached a settlement of a False Claims Act case with Lakeway Regional Medical Center wherein Lakeway Regional Medical Center agreed to pay $1.1 million for inducing certain physicians to refer patients by offering a low risk and high return investment in the form of a joint venture to purchase and then lease back the hospital to Lakeway Regional Medical Center. A MedEquities subsidiary was a party to this transaction but was not included in settlement discussions. The documents relating to the settlement are not publicly available. The Company believes that the acquisition, ownership and leasing of Lakeway Hospital through the Lakeway Partnership was and is in compliance with all applicable laws. However, due to the uncertainties surrounding this matter and its ultimate outcome, we are unable to determine whether it is probable that any loss has been incurred. 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. Indemnification Agreements In connection with certain facility transitions, we have agreed to indemnify certain operators in certain events. As of March 31, 2021, our maximum funding commitment under these indemnification agreements was approximately $8.1 million. Claims under these indemnification agreements may be made within 18 months to 72 months of the transition date. These indemnification agreements were provided to certain operators in connection with facility transitions and generally would be applicable 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 indemnification agreements. Commitments We have committed to fund the construction of new leased and mortgaged facilities, capital improvements and other commitments. We expect the funding of these commitments to be completed over the next several years. Our remaining commitments at March 31, 2021, are outlined in the table below (in thousands): Total commitments $ 596,615 Amounts funded to date (1) (454,837) Remaining commitments (2) $ 141,778 (1) Includes finance costs. (2) This amount excludes our remaining commitments to fund under our other investments of approximately $81.0 million. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2021 | |
Earnings per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 17 – EARNINGS PER SHARE The following tables set forth the computation of basic and diluted earnings per share: Three Months Ended March 31, 2021 2020 (in thousands, except per share amounts) Numerator: Net income $ 164,366 $ 92,279 Deduct: net income attributable to noncontrolling interests (4,388) (2,364) Net income available to common stockholders $ 159,978 $ 89,915 Denominator: Denominator for basic earnings per share 232,572 227,261 Effect of dilutive securities: Common stock equivalents 944 1,261 Noncontrolling interest – Omega OP Units 6,391 5,984 Denominator for diluted earnings per share 239,907 234,506 Earnings per share - basic: Net income available to common stockholders $ 0.69 $ 0.40 Earnings per share – diluted: Net income $ 0.69 $ 0.39 |
SUPPLEMENTAL DISCLOSURE TO CONS
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and 2020: Three Months Ended March 31, 2021 2020 (in thousands) Reconciliation of cash and cash equivalents and restricted cash: Cash and cash equivalents $ 51,376 $ 347,965 Restricted cash 4,522 4,057 Cash, cash equivalents and restricted cash at end of period $ 55,898 $ 352,022 Supplemental information: Interest paid during the period, net of amounts capitalized $ 67,538 $ 64,457 Taxes paid during the period $ 1,509 $ 2,655 Non cash financing activities Change in fair value of cash flow hedges 36,672 (7,844) Remeasurement of debt denominated in a foreign currency 3,010 (13,187) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 19 – SUBSEQUENT EVENTS On April 30, 2021, the Company closed a new four-year $1.45 billion senior unsecured credit facility (“Credit Facility”). The Credit Facility replaced a On April 30, 2021, the Company closed a new four-year $50 million senior unsecured term loan facility (“OP Term Loan Facility”) to its operating partnership subsidiary. The OP Term Loan Facility replaced a |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policy) | 3 Months Ended |
Mar. 31, 2021 | |
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) Parent, (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. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to certain risks and uncertainties affecting the healthcare industry, including those stemming from the novel coronavirus (“COVID-19”) global pandemic described below, which has disproportionately impacted the senior care sector, as well as, those stemming from healthcare legislation and changing regulation by federal, state and local governments, including those driven by the COVID-19 pandemic. Additionally, we are subject to risks and uncertainties as a result of changes affecting operators of nursing home facilities due to the actions of governmental agencies and insurers to limit the rising cost of healthcare services. In addition to experiencing outbreaks of positive cases and deaths of residents and employees during the pandemic, our operators have been required to, and continue to, adapt their operations rapidly throughout the pandemic to manage the spread of the COVID-19 virus as well as the implementation of new treatments and vaccines, and to implement new requirements relating to infection control, personal protective equipment (“PPE”), quality of care, visitation protocols, staffing levels, and reporting, among other regulations, throughout the pandemic. It remains uncertain when and to what extent vaccination programs for COVID-19, which have been implemented in many of our facilities, will continue to mitigate the effects of COVID-19 in our facilities, or how effective existing vaccines will be against variants of the COVID-19 virus; the impact of these programs will depend in part on the continued speed, distribution, efficacy and delivery of the vaccine in our facilities, as well as participation levels in vaccination programs among the residents and employees of our operators. In addition to the risks associated with managing the spread of the virus, delivery of the vaccines and care of their patients and residents, many of our operators reported incurring, and may continue to incur, significant cost increases as a result of the COVID-19 pandemic, with dramatic increases for facilities with positive cases. We believe these increases primarily stem from elevated labor costs, including increased use of overtime and bonus pay, as well as a significant increase in both the cost and usage of PPE, testing equipment and processes and supplies, as well as implementation of new infection control protocols and vaccination programs. In addition, many of our operators have reported experiencing declines, in some cases that are material, in occupancy levels as a result of the pandemic, which declines on average appear to be stabilizing. We believe these declines may be in part due to COVID-19 related fatalities at our facilities, the delay of SNF placement and/or utilization of alternative care settings for those with lower level of care needs, the suspension and/or postponement of elective hospital procedures, fewer discharges from hospitals to SNFs and higher hospital readmittances from SNFs. We continue to monitor the impact of occupancy declines at many of our operators, and it remains uncertain whether and when demand and occupancy levels will return to pre-COVID-19 levels. While substantial government support has been allocated to SNFs and to a lesser extent to ALFs, further government support will likely be needed to continue to offset these impacts and it is unclear whether and to what extent such government support has been and will continue to be sufficient and timely to offset these impacts. Further, to the extent the impacts of the pandemic continue or accelerate and are not offset by continued government relief that is sufficient and timely, we anticipate that the operating results of certain of our operators would be materially and adversely affected, some may be unwilling or unable to pay their contractual obligations to us in full or on a timely basis and we may be unable to restructure such obligations on terms as favorable to us as those currently in place. Even if operators are able to avail themselves of government relief to offset some of these costs, they may face challenges in complying with the terms and conditions of government support and may face longer-term adverse impacts to their personnel and business operations from the COVID-19 pandemic, including potential patient litigation and decreased demand for their services, loss of business due to an interruption in their operations, workforce challenges, new regulatory restrictions, or other liabilities related to gathering restrictions, quarantines, reopening plans, vaccine distribution or delivery, spread of infection or other related factors. The extent of the COVID-19 pandemic’s effect on our and our operators’ operational and financial performance will depend on future developments, including the ability to control the spread of the outbreak generally and in our facilities and the delivery and efficacy of and participation in vaccination programs and other treatments for COVID-19, government funds and other support for the senior care sector and the efficacy of other policies and measures that may mitigate the impact of the pandemic, as well as the future demand for needs-based skilled nursing care and senior living facilities, all of which are uncertain and difficult to predict. Due to these uncertainties, we are not able at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material. |
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 ventures 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, 2021, 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 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 eight three |
Business Combinations | Business Combinations We record the purchase of properties to net tangible and identified intangible assets acquired and liabilities assumed at fair value. Transaction costs are expensed as incurred as part of a business combination. In making estimates of fair value for purposes of recording the purchase, we utilize a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. We also consider information obtained about each property as a result of our pre-acquisition due diligence, marketing and leasing activities as well as other critical valuation metrics such as current capitalization rates and discount rates used to estimate the fair value of the tangible and intangible assets acquired (Level 3). When liabilities are assumed as part of a transaction, we consider information obtained about the liabilities and use similar valuation metrics (Level 3). In some instances when debt is assumed and an identifiable active market for similar debt is present, we use market interest rates for similar debt to estimate the fair value of the debt assumed (Level 2). The Company determines fair value as follows: ● Land is determined based on third party appraisals which typically include market comparables. ● Buildings and site improvements acquired are valued using a combination of discounted cash flow projections that assume certain future revenues and costs and consider capitalization and discount rates using current market conditions as well as the residual approach. ● Furniture and fixtures are determined based on third party appraisals which typically utilize a replacement cost approach. ● Mortgages and other investments are valued using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings. ● Investments in joint ventures are valued based on the fair value of the joint ventures’ assets and liabilities. Differences, if any, between the Company’s basis and the joint venture’s basis are generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of earnings of the joint venture. ● Intangible assets and liabilities acquired are valued using a combination of discounted cash flow projections as well as other valuation techniques based on current market conditions for the intangible asset or liability being acquired. When evaluating below market leases we consider extension options controlled by the lessee in our evaluation. ● Other assets acquired and liabilities assumed are typically valued at stated amounts, which approximate fair value on the date of the acquisition. ● Assumed debt balances are valued by discounting the remaining contractual cash flows using a current market rate of interest. ● Goodwill represents the purchase price in excess of the fair value of assets acquired and liabilities assumed. Goodwill is not amortized. |
Asset Acquisitions | Asset Acquisitions For asset acquisitions, assets acquired and liabilities assumed are recognized by allocating the cost of the acquisition, including transaction costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. The fair value of the assets acquired and liabilities assumed in an asset acquisition are determined in a consistent manner with the immediately preceding “Business Combinations” section. |
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 consider matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. Additionally, our evaluation of fair value may consider valuing the property as a nursing home or other healthcare facility 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 to our assets in a future period that could be material to our results of operations. |
Lease Accounting | Lease Accounting Lessor Accounting As a lessor, our leased real estate properties are leased under provisions of single or master leases with initial terms typically ranging from 5 to 15 years, plus renewal options. As of March 31, 2021, we have determined that all but one of our leases should be accounted for as operating leases. One lease is accounted for as a direct financing lease. Under the terms of the leases, the lessee is responsible for all maintenance, repairs, taxes and insurance on the leased properties. For leases accounted for as operating leases, we retain ownership of the asset and record depreciation expense (see “Business Combinations”, “Asset Acquisitions” and “Real Estate Investments and Depreciation” above for additional information regarding our investment in real estate leased under operating lease agreements). 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. We assess the probability of collecting substantially all payments due under our leases on several factors, including, among other things, payment history, the financial strength of the lessee and/or borrower and any guarantors, historical operations and operating trends, current and future economic conditions, and expectations of performance (which includes known substantial doubt about an operator’s ability to continue as a going concern). If our evaluation of these factors indicates it is probable that we will be unable to collect substantially all rents, we recognize a charge to rental income and 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. If we change our conclusion regarding the probability of collecting rent payments required by a lessee, we may recognize an adjustment to rental income in the period we make a change to our prior conclusion, potentially resulting in increased volatility of rental income. For leases accounted for as direct financing leases, we record the present value of the future minimum lease payments (utilizing a constant interest rate over the term of the lease agreement) as a receivable and record interest income based on the contractual terms of the lease agreement. Certain direct financing leases include annual rent escalators, see “Lessor Accounting for Direct Financing Lease Income” below for further discussion regarding the recording of interest income on our direct financing leases. Lessee Accounting As a lessee, the Company is party to ground and/or facility leases 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 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. |
Mortgages, Other Investments and Direct Financing Leases (collectively, our "loans") and Allowance for Credit Losses | Mortgages, Other Investments and Direct Financing Leases (collectively, our “loans”) and Allowance for Credit Losses Mortgage Interest Income and Other Investment Income Mortgage interest income and other investment income is recognized as earned over the terms of the related mortgage notes or other investment. Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected using the effective interest method. In applying the effective interest method, the effective yield on a loan is determined based on its contractual payment terms, adjusted for prepayment terms. Lessor Accounting for Direct Financing Lease Income We record direct financing lease income on a constant interest rate basis over the term of the lease. Costs related to originating direct financing leases are deferred and amortized on a straight-line basis as a reduction to income from direct financing leases over the term of the direct financing leases. Allowance for Credit Losses In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (“Topic 326”) (“ASU 2016-13”), which changed 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 new approach requires the calculation of expected lifetime credit losses and is applied to financial assets measured at amortized cost, including loans, as well as certain off-balance sheet credit exposures such as unfunded loan commitments. The allowance for credit loss on the loans is a valuation amount that is deducted from the amortized cost basis of the loans not held at fair value to present the net amount expected to be collected over the contractual term of the loans. The allowance for credit losses on loans is measured using relevant information about past events, including historical credit loss experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the remaining cash flows over the contractual term of the loans. Changes to the allowance for credit losses on loans resulting from quarterly evaluations are recorded through provision for credit losses on the Consolidated Statements of Operations. The Company’s unfunded lending commitments are calculated using the same as the methodology for the loans over the contractual term of the commitment. The loss estimate is recorded in accrued expenses and other liabilities on the Consolidated Balance Sheets with quarterly changes to the liability recorded through provision for credit losses on the Consolidated Statements of Operations. ASU 2016-13 specifically excludes from its scope receivables arising from operating leases accounted for under Topic 842. We adopted ASU 2016-13 on January 1, 2020 using the modified retrospective approach and we recorded an initial $28.8 million allowance for expected credit losses with a corresponding adjustment to equity . We elected to disaggregate our financial assets within the scope of Topic 326 based on the type of financial instrument. These segments were further disaggregated based on our internal credit ratings. We assess our internal credit ratings on a quarterly basis. Our internal credit ratings consider several factors including the collateral and/or security, the performance of borrowers underlying facilities, if applicable, available credit support (e.g., guarantees), borrowings with third parties, and other ancillary business ventures and real estate operations of the borrower. Our internal ratings range between 1 and 7. An internal rating of 1 reflects the lowest likelihood of loss and a 7 reflects the highest likelihood of loss. We have a limited history of incurred losses and consequently have elected to employ external data to perform our expected credit loss calculation. We have elected a probability of default (“PD”) and loss given default (“LGD”) methodology. Our model’s historic inputs consider PD and LGD data for residential care facilities published by the Federal Housing Administration along with Standards & Poor’s one-year global corporate default rates. Our historical loss rates revert to historical averages after 36 periods. Our model’s current conditions and supportable forecasts consider internal credit ratings, current and projected U.S. unemployment rates published by the United States Bureau of Labor Statistics and the Federal Reserve Bank of St. Louis and the weighted average life to maturity of the underlying financial asset. Periodically, the Company may identify an individual loan for impairment. A loan is considered 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 collectibility is diminished, we will return these loans to full accrual status. When we identify a loan impairment, 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. 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. |
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. A summary of our net receivables by type is as follows: March 31, December 31, 2021 2020 (in thousands) Contractual receivables – net $ 11,428 $ 10,408 Effective yield interest receivables $ 11,884 $ 12,195 Straight-line rent receivables 143,599 139,046 Lease inducements 81,186 83,425 Other receivables and lease inducements $ 236,669 $ 234,666 During the first quarter of 2021, we wrote-off approximately $2.7 million of straight-line rent receivables to rental income as a result of transitioning one facility and placing one operator on a cash basis due to changes in our evaluation of the collectibility of future rent payments due under the lease agreement. |
Earnings Per Share | Earnings Per Share The computation of basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the relevant period. Diluted EPS is computed using the treasury stock method, which is net income divided by the total weighted-average number of common outstanding shares plus the effect of dilutive common equivalent shares during the respective period. Dilutive common shares reflect the assumed issuance of additional common shares pursuant to certain of our share-based compensation plans, including restricted stock and profit interest units, performance restricted stock and profit interest units, the assumed issuance of additional shares related to Omega OP Units held by outside investors. |
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. |
Foreign Operations | Foreign Operations The U.S. dollar (“USD”) 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 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 accumulated other comprehensive income (“AOCI”), 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 AOCI 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 our 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 AOCI 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, 2021 and December 31, 2020, $0.7 million and $1.0 million, respectively, of qualifying cash flow hedges were recorded at fair value in accrued expenses and other liabilities on our Consolidated Balance Sheets. At March 31, 2021 and December 31, 2020, $52.6 and $17.0 million, respectively, of qualifying cash flow hedges were recorded at fair value in other assets on our Consolidated Balance Sheets. Net investment hedge We are exposed to fluctuations in the GBP against its functional currency, the USD, relating to our investments in healthcare-related real estate located in the U.K. For derivatives that are designated and qualify as net investment hedges, the gain or loss on the derivative is reported in AOCI as a part of the cumulative translation adjustment in our Consolidated Balance Sheets. For nonderivative financial instruments that are designated and qualify as net investment hedges, the foreign currency transaction gain or loss on the nonderivative financial instrument is reported in AOCI as a part of the cumulative translation adjustment in our Consolidated Balance Sheets. Amounts are reclassified out of AOCI into earnings when the hedged net investment is either sold or substantially liquidated. From the issuance date of our GBP borrowings through the prepayment date in March 2021, we used a nonderivative, GBP-denominated term loan and line of credit totaling £174 million to hedge a portion of our net investments in foreign operations. During March 2021 and concurrent with the prepayment of our GBP-denominated term loan and line of credit, we entered into four foreign currency forwards that mature on March 8, 2024 to hedge a portion of our net investments in foreign operations, effectively replacing the terminated net investment hedge. At March 31, 2021, $0.9 million of qualifying net investment hedges were recorded at fair value in other assets on our Consolidated Balance Sheets. |
Reclassification | Reclassification Certain line items on our Consolidated Statements of Operations and Consolidated Statements of Changes in Equity have been reclassified to conform to the current period presentation. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 2020 (in thousands) Contractual receivables – net $ 11,428 $ 10,408 Effective yield interest receivables $ 11,884 $ 12,195 Straight-line rent receivables 143,599 139,046 Lease inducements 81,186 83,425 Other receivables and lease inducements $ 236,669 $ 234,666 |
PROPERTIES AND INVESTMENTS (Tab
PROPERTIES AND INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 2020 (in thousands) Buildings $ 7,425,801 $ 6,961,509 Land 935,739 883,765 Furniture and equipment 534,011 518,664 Site improvements 330,833 308,087 Construction in progress 34,806 30,129 Total real estate investments 9,261,190 8,702,154 Less accumulated depreciation (2,069,822) (1,996,914) Real estate investments – net $ 7,191,368 $ 6,705,240 |
Schedule of operating lease income | Three Months Ended March 31, 2021 2020 (in thousands) Rental income – operating leases $ 235,062 $ 218,340 Variable lease income – operating leases 2,699 3,160 Total lease income $ 237,761 $ 221,500 |
Schedule of Significant Acquisitions | Number of Total Initial Facilities Country/ Investment Annual Period SNF ALF Specialty State (in millions) Cash Yield (1) Q1 — 17 7 AZ, CA, FL, IL, NJ, OR, PA, TN, TX, VA, WA $ 511.3 (2) 8.43 % Q1 6 — — FL 83.1 9.25 % Total 6 17 7 $ 594.4 (1) The initial annual cash yield reflects the initial annual cash rent divided by the purchase price. (2) On January 20, 2021, we acquired 24 facilities from Healthpeak Properties, Inc. The acquisition involved the assumption of an in-place master lease with Brookdale Senior Living Inc. |
MORTGAGE NOTES RECEIVABLE (Tabl
MORTGAGE NOTES RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Mortgage Receivable [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Schedule of Investments | The principal amounts outstanding of mortgage notes receivable, net of allowances, were as follows: March 31, December 31, 2021 2020 (in thousands) Mortgage note due 2027; interest at 10.81% $ 112,500 $ 112,500 Mortgage notes due 2029; interest at 10.55% (1) 674,205 670,015 Other mortgage notes outstanding (2) 135,505 136,043 Mortgage notes receivable, gross 922,210 918,558 Allowance for credit losses on mortgage notes receivable (32,142) (33,245) Total mortgages — net $ 890,068 $ 885,313 (1) Approximates the weighted average interest rate on 47 facilities as of March 31, 2021. Two notes totaling approximately $30.7 million are construction mortgages with maturities in 2021 . Two mortgage notes totaling $43.2 million mature in 2021 and the remaining loan balance matures in 2029 . (2) Other mortgages outstanding have a weighted average interest rate of 9.41% per annum as of March 31, 2021 and maturity dates through 2028 . |
OTHER INVESTMENTS (Tables)
OTHER INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Investment Receivables [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Schedule of Investments | A summary of our other investments is as follows: March 31, December 31, 2021 2020 (in thousands) Other investment notes due 2024; interest at 13.13% (1) $ 85,361 $ 83,636 Other investment notes due 2024-2025; interest at 8.12% (1) 56,987 56,987 Other investment note due 2023; interest at 12.00% 42,538 49,973 Other investment notes due 2030; interest at 7.00% 162,368 147,148 Other investment notes outstanding (2) 129,407 161,155 Total other investments, gross 476,661 498,899 Allowance for credit losses on other investments (31,942) (31,457) Total other investments - net $ 444,719 $ 467,442 (1) Approximate weighted average interest rate as of March 31, 2021. (2) Other investment notes have a weighted average interest rate of 8.26% as of March 31, 2021 and maturity dates through 2028 . |
ALLOWANCE FOR CREDIT LOSSES (Ta
ALLOWANCE FOR CREDIT LOSSES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Schedule of expected credit loss | A rollforward of our allowance for credit losses is as follows: Segment Financial Statement Line Item Allowance for Credit Loss as of December 31, 2020 (Recovery) Provision for Credit Loss for the period ended March 31, 2021 Write-offs charged against allowance for the period ended March 31, 2021 Allowance for Credit Loss as of March 31, 2021 (in thousands) Segment A-4 Mortgage Notes Receivable $ 26,865 $ (913) $ - $ 25,952 Segment B-3 Mortgage Notes Receivable 954 (38) - 916 Segment C-5 Mortgage Notes Receivable 433 (107) - 326 Segment E-6 Mortgage Notes Receivable 4,905 - - 4,905 Segment F-2 Mortgage Notes Receivable 88 (45) - 43 Sub-total 33,245 (1,103) - 32,142 Segment A-3 Investment in Direct Financing Leases 694 (6) - 688 Sub-total 694 (6) - 688 Segment A-4 Other Investments 24,397 413 - 24,810 Segment B-3 Other Investments 5,113 217 - 5,330 Segment C-2 Other Investments 94 (40) - 54 Segment D-5 Other Investments 1,853 (10) (95) 1,748 Sub-total 31,457 580 (95) 31,942 Segment A-4 Off-Balance Sheet Mortgage Commitments 24 38 - 62 Segment B-3 Off-Balance Sheet Note Commitments 2,305 (538) - 1,767 Segment C-2 Off-Balance Sheet Note Commitments 116 5 - 121 Sub-total 2,445 (495) - 1,950 Total $ 67,841 $ (1,024) $ (95) $ 66,722 |
Schedule by segment balance by vintage and credit quality indicator | A summary of our amortized cost basis by year of origination and credit quality indicator is as follows: Rating Financial Statement Line Item 2021 2020 2019 2018 2017 2016 2015 & older Revolving Loans Balance as of March 31, 2021 (in thousands) 1 Mortgage Notes Receivable $ - $ - $ - $ - $ - $ - $ 66,621 $ - $ 66,621 2 Mortgage Notes Receivable - 43,150 - - - - - - 43,150 3 Mortgage Notes Receivable - - - - - - 35,964 - 35,964 4 Mortgage Notes Receivable 2,685 89,325 18,585 44,395 46,455 37,550 504,559 - 743,554 5 Mortgage Notes Receivable - - - 19,000 - - 7,544 - 26,544 6 Mortgage Notes Receivable - - - - - - 6,377 - 6,377 Sub-total 2,685 132,475 18,585 63,395 46,455 37,550 621,065 - 922,210 3 Investment in Direct Financing Leases - - - - - - 11,445 - 11,445 Sub-total - - - - - - 11,445 - 11,445 2 Other Investments - - - - - - 2,082 10,265 12,347 3 Other Investments - - 21,782 30,698 - - 3,809 171,510 227,799 4 Other Investments - - 11,845 114,974 - 75,525 - 5,000 207,344 5 Other Investments - 467 23,004 5,700 - - - - 29,171 Sub-total - 467 56,631 151,372 - 75,525 5,891 186,775 476,661 Total $ 2,685 $ 132,942 $ 75,216 $ 214,767 $ 46,455 $ 113,075 $ 638,401 $ 186,775 $ 1,410,316 |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Variable Interest Entities [Abstract] | |
Schedule of Variable Interest Entities | March 31, 2021 December 31, 2020 Agemo Maplewood Agemo Maplewood (in thousands) (in thousands) Assets Real estate investments – net $ 357,501 749,260 $ 371,010 $ 750,488 Assets held for sale 755 — — — Other investments 34,253 162,368 34,253 147,148 Contractual receivables 615 979 346 887 Straight-line rent receivables — (52,892) — (56,664) Lease inducement — 68,326 — 69,666 Subtotal 393,124 928,041 405,609 911,525 Liabilities Net in-place lease liability — (324) — (331) Security deposit (343) (4,609) — — Contingent liability — (43,915) — (43,915) Subtotal (343) (48,848) — (44,246) Collateral Letters of credit (9,253) — (9,253) — Personal guarantee (8,000) (40,000) (8,000) (40,000) Other collateral (358,256) (749,260) (371,010) (750,488) Subtotal (375,509) (789,260) (388,263) (790,488) Maximum exposure to loss $ 17,272 $ 89,933 $ 17,346 $ 76,791 |
Schedule of Variable Interest Entities revenue | The table below reflects our total revenues from Agemo and Maplewood for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Agemo Maplewood Agemo Maplewood (in thousands) Revenue Rental income $ 11,492 $ 19,032 $ 15,287 $ 10,140 Other investment income 1,157 2,788 1,241 1,202 Total (1) $ 12,649 $ 21,820 $ 16,528 $ 11,342 (1) For the three months ended March 31, 2021 and 2020, we received cash from Agemo of approximately $14.0 million and $13.7 million, respectively, pursuant to our lease and other investment agreements. For the three months ended March 31, 2021 and 2020, we received cash rental income and other investment income from Maplewood of approximately $19.3 million and $16.8 million, respectively. |
INVESTMENT IN JOINT VENTUREs (T
INVESTMENT IN JOINT VENTUREs (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
INVESTMENTS IN JOINT VENTURES [Abstract] | |
Schedule of equity method investments | Omega owns an interest in the following entities that are accounted for under the equity method (dollars in thousands): Carrying Amount Ownership Initial Investment Facility Facilities at March 31, December 31, Entity (1) % Date Investment (2) Type 3/31/2021 2021 2020 Second Spring Healthcare Investments (3) 15% 11/1/2016 $ 50,032 SNF — $ 10,624 $ 17,700 Second Spring II LLC (4) 15% 3/10/2021 10,330 SNF 5 9,873 — Lakeway Realty, L.L.C. 51% 5/17/2019 73,834 Specialty facility 1 72,077 72,318 Cindat Joint Venture 49% 12/18/2019 105,688 ALF 67 111,871 110,360 OMG Senior Housing, LLC 50% 12/6/2019 — Specialty facility 1 — — OH CHS SNP, Inc. 9% 12/20/2019 859 N/A N/A 201 260 $ 240,743 $ 204,646 $ 200,638 (1) These entities and their subsidiaries are not consolidated by the Company because it does not control, through voting rights or other means, the joint venture. (2) Our initial investment includes our transaction costs, if any. (3) During the first quarter of 2021, this joint venture sold 16 SNFs to an unrelated third party for approximately $328 million in net proceeds and recognized a gain on sale of approximately $102.2 million ( $14.9 million of which represents the Company’s share of the gain) . During the first quarter of 2021, this joint venture also sold 5 SNFs to Second Spring II LLC for approximately $70.8 million in net proceeds. (4) We acquired approximately a 15% interest in Second Spring II LLC for approximately $10.3 million. During the first quarter of 2021, this joint venture acquired 5 SNFs from Second Spring Healthcare Investments for approximately $70.8 million. Three Months Ended March 31, Entity 2021 2020 (in thousands) Second Spring Healthcare Investments (1) $ 11,411 $ 570 Second Spring II LLC (457) — Lakeway Realty, L.L.C. 645 610 Cindat Joint Venture 486 646 OMG Senior Housing, LLC (101) (161) OH CHS SNP, Inc. (154) (105) Total $ 11,830 $ 1,560 (1) The income from this unconsolidated joint venture includes a $14.9 million gain on sale of real estate investments. |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 22 $ 81,452 Properties sold (1) (21) (81,252) Properties added (2) 5 7,722 March 31, 2021 (3) 6 $ 7,922 (1) In the first quarter of 2021, we sold 21 facilities for approximately $187.6 million in net cash proceeds recognizing a net gain on sale of approximately $100.3 million. (2) In the first quarter of 2021, we recorded approximately $16.9 million of impairment expense to reduce three facilities’ book value to their estimated fair value less costs to sell before they were reclassified to assets held for sale. (3) We plan to sell the facilities classified as assets held for sale at March 31, 2021 within the next twelve months. |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Intangibles [Abstract] | |
Schedule of Intangibles | The following is a summary of our intangibles as of March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 (in thousands) Assets: Above market leases $ 22,822 $ 22,822 Accumulated amortization (20,966) (20,882) Net above market leases $ 1,856 $ 1,940 Liabilities: Below market leases $ 139,100 $ 139,515 Accumulated amortization (107,301) (100,996) Net below market leases $ 31,799 $ 38,519 |
Schedule of Reconciliation of Goodwill | The following is a summary of our goodwill as of March 31, 2021: (in thousands) Balance as of December 31, 2020 $ 651,737 Add: foreign currency translation (58) Balance as of March 31, 2021 $ 651,679 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders Equity [Abstract] | |
Schedule of shares issued under Equity Shelf Programs | The table below presents information regarding the shares issued under the Equity Shelf Program for the three months ended March 31, 2020 and 2021: Shares issued Average Price Net Proceeds Three Months Ended (in millions) Per Share (in millions) March 31, 2020 0.1 $ 37.58 $ 1.8 March 31, 2021 1.6 37.16 60.1 |
Schedule of dividend reinvestment and common stock purchase plan | The table below presents information regarding the shares issued under the Dividend Reinvestment and Common Stock Purchase Plan for the three months ended March 31, 2020 and 2021: Shares issued Gross Proceeds Three Months Ended (in millions) (in millions) March 31, 2020 0.1 $ 3.7 March 31, 2021 0.4 15.5 |
Schedule of common stock dividends | The Board of Directors has declared cash dividends on common stock as set forth below: Record Payment Dividend per Date Date Common Share February 8, 2021 February 16, 2021 $ 0.67 May 3, 2021 May 17, 2021 0.67 |
Schedule of accumulated other comprehensive income (loss) | The following is a summary of our accumulated other comprehensive income (loss), net of tax where applicable: As of and for the Three Months Ended March 31, 2021 2020 (in thousands) Foreign Currency Translation: Beginning balance $ (18,427) $ (35,100) Translation gain (loss) 3,530 (31,888) Realized gain (loss) 666 (70) Ending balance (14,231) (67,058) Derivative Instruments: Cash flow hedges: Beginning balance 17,718 (2,369) Unrealized gain (loss) 35,191 (7,526) Realized gain (loss) (1) 610 (318) Ending balance 53,519 (10,213) Net investment hedge: Beginning balance (13,331) (4,420) Unrealized (loss) gain (3,010) 13,187 Ending balance (16,341) 8,767 Total accumulated other comprehensive income (loss) before noncontrolling interest 22,947 (68,504) Add: portion included in noncontrolling interest 283 2,716 Total accumulated other comprehensive income (loss) for Omega $ 23,230 $ (65,788) (1) Recorded in interest expense on the Consolidated Statements of Operations. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stock-Based Compensation [Abstract] | |
Schedule of Stock-based Compensation Expense | The following is a summary of our stock-based compensation expense for the three months ended March 31, 2021 and 2020, respectively. Three Months Ended March 31, 2021 2020 (in thousands) Stock-based compensation expense $ 5,396 $ 4,635 |
BORROWING ACTIVITIES AND ARRA_2
BORROWING ACTIVITIES AND ARRANGEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, Net Proceeds Maturity 2021 2021 2020 (in millions) (in thousands) Secured borrowings: HUD mortgages (1)(2) 2046 - 2052 3.01 % $ 365,410 $ 367,249 Term loan (3) 2022 3.75 % 2,275 2,275 367,685 369,524 Unsecured borrowings: Revolving line of credit (4)(5) 2021 1.36 % 135,000 101,158 Sterling term loan (5)(6) N/A N/A — 136,700 Omega OP term loan (7) 2022 3.29 % 50,000 50,000 Deferred financing costs – net (86) (351) Total term loans – net 49,914 186,349 Senior Notes: (5) 2023 notes (8) $ 692.0 2023 4.375 % 350,000 700,000 2024 notes 394.3 2024 4.950 % 400,000 400,000 2025 notes 397.7 2025 4.500 % 400,000 400,000 2026 notes 594.4 2026 5.250 % 600,000 600,000 2027 notes 683.0 2027 4.500 % 700,000 700,000 2028 notes 540.8 2028 4.750 % 550,000 550,000 2029 notes 487.8 2029 3.625 % 500,000 500,000 2031 notes 680.5 2031 3.375 % 700,000 700,000 2033 notes (9) 689.3 2033 3.250 % 700,000 — Subordinated debt (2) 2021 9.000 % 20,000 20,000 Discount – net (35,128) (31,709) Deferred financing costs – net (29,586) (26,070) Total senior notes and other unsecured borrowings – net 4,855,286 4,512,221 Total unsecured borrowings – net 5,040,200 4,799,728 Total secured and unsecured borrowings – net (10) $ 5,407,885 $ 5,169,252 (1) Reflects the weighted average annual contractual interest rate on the mortgages at March 31, 2021. Secured by real estate assets with a net carrying value of $564.5 million as of March 31, 2021. (2) Wholly owned subsidiaries of Omega OP are the obligor on these borrowings. (3) Borrowing is the debt of a consolidated joint venture. (4) On April 30, 2021, the Revolving line of credit (which was scheduled to mature on May 25, 2021 ) was terminated and replaced with a new four-year $1.45 billion senior unsecured credit facility (“Credit Facility”). (5) Guaranteed by Omega OP. (6) Actual borrowing is in British Pounds Sterling and remeasured to USD. The Sterling term loan was settled in March 2021 using proceeds from the 3.250% 2033 Senior Notes offering. (7) Omega OP is the obligor on this borrowing. On April 30, 2021, the Omega OP term loan facility (which was scheduled to mature on May 25, 2022 ) was terminated and replaced with a new four-year $50 million senior unsecured term loan facility (“OP Term Loan Facility”). (8) In March 2021, we used a portion of the proceeds from the 2033 Senior Notes offering to fund the tender offer to purchase $350 million of the 4.375% Senior Notes due 2023 . In connection with this transaction, we recorded approximately $29.7 million in related fees, premiums, and expenses which were recorded as Loss on debt extinguishment in our Consolidated Statement of Operations. (9) We used the proceeds from this offering to pay down outstanding borrowings on the Revolving Line of Credit, repay the Sterling term loan, and fund the tender offer to purchase $350 million of the 4.375% Senior Notes due 2023 and the payment of accrued interest and related fees, premiums and expenses. (10) All borrowings are direct borrowings of Parent unless otherwise noted. |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Financial Instruments [Abstract] | |
Schedule of Financial Instruments | At March 31, 2021 and December 31, 2020, the net carrying amounts and fair values of our other financial instruments were as follows: March 31, 2021 December 31, 2020 Carrying Fair Carrying Fair Amount Value Amount Value (in thousands) Assets: Investments in direct financing leases – net $ 10,757 $ 10,757 $ 10,764 $ 10,764 Mortgage notes receivable – net 890,068 929,623 885,313 924,353 Other investments – net 444,719 452,848 467,442 474,552 Total $ 1,345,544 $ 1,393,228 $ 1,363,519 $ 1,409,669 Liabilities: Revolving line of credit $ 135,000 $ 135,000 $ 101,158 $ 101,158 Term loan 2,275 2,275 2,275 2,275 Sterling term loan — — 136,453 136,700 Omega OP term loan 49,914 50,000 49,896 50,000 4.375% notes due 2023 – net 348,674 379,864 696,981 770,635 4.95% notes due 2024 – net 396,966 445,362 396,714 441,194 4.50% notes due 2025 – net 397,114 436,262 396,924 444,652 5.25% notes due 2026 – net 596,614 685,558 596,437 697,993 4.50% notes due 2027 – net 691,275 770,272 690,909 794,294 4.75% notes due 2028 – net 543,152 607,222 542,899 633,950 3.625% notes due 2029 – net 489,774 511,116 489,472 532,248 3.375% notes due 2031 – net 682,250 693,896 681,802 731,541 3.25% notes due 2033 – net 689,405 671,583 — — HUD mortgages – net 365,410 384,979 367,249 409,004 Subordinated debt – net 20,062 21,207 20,083 21,599 Total $ 5,407,885 $ 5,794,596 $ 5,169,252 $ 5,767,243 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Schedule of remaining commitments | We expect the funding of these commitments to be completed over the next several years. Our remaining commitments at March 31, 2021, are outlined in the table below (in thousands): Total commitments $ 596,615 Amounts funded to date (1) (454,837) Remaining commitments (2) $ 141,778 (1) Includes finance costs. (2) This amount excludes our remaining commitments to fund under our other investments of approximately $81.0 million. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings per Share [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: Three Months Ended March 31, 2021 2020 (in thousands, except per share amounts) Numerator: Net income $ 164,366 $ 92,279 Deduct: net income attributable to noncontrolling interests (4,388) (2,364) Net income available to common stockholders $ 159,978 $ 89,915 Denominator: Denominator for basic earnings per share 232,572 227,261 Effect of dilutive securities: Common stock equivalents 944 1,261 Noncontrolling interest – Omega OP Units 6,391 5,984 Denominator for diluted earnings per share 239,907 234,506 Earnings per share - basic: Net income available to common stockholders $ 0.69 $ 0.40 Earnings per share – diluted: Net income $ 0.69 $ 0.39 |
SUPPLEMENTAL DISCLOSURE TO CO_2
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and 2020: Three Months Ended March 31, 2021 2020 (in thousands) Reconciliation of cash and cash equivalents and restricted cash: Cash and cash equivalents $ 51,376 $ 347,965 Restricted cash 4,522 4,057 Cash, cash equivalents and restricted cash at end of period $ 55,898 $ 352,022 Supplemental information: Interest paid during the period, net of amounts capitalized $ 67,538 $ 64,457 Taxes paid during the period $ 1,509 $ 2,655 Non cash financing activities Change in fair value of cash flow hedges 36,672 (7,844) Remeasurement of debt denominated in a foreign currency 3,010 (13,187) |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Detail) £ in Millions | 1 Months Ended | 3 Months Ended | |||||
Mar. 31, 2021USD ($)leasefacility | Mar. 31, 2021GBP (£) | Mar. 31, 2021USD ($)leasefacilitycontract | Mar. 31, 2021USD ($)segmentleasefacility$ / shares | Mar. 31, 2020USD ($)$ / shares | Dec. 31, 2020USD ($) | Jan. 01, 2020USD ($) | |
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Number of reportable segment | segment | 1 | ||||||
Impairment on real estate properties | $ 28,689,000 | $ 3,639,000 | |||||
Impairment of Real Estate | $ 28,689,000 | $ 3,639,000 | |||||
Depreciation method | straight-line basis | ||||||
Special cash dividend (per share) | $ / shares | $ 0.67 | $ 0.67 | |||||
Rental income | $ 237,761,000 | $ 221,500,000 | |||||
Real estate tax expense | 2,729,000 | $ 3,666,000 | |||||
Retained earnings (accumulated deficit) | $ 2,754,713,000 | $ 2,754,713,000 | 2,754,713,000 | $ 2,594,735,000 | |||
Lease inducements | 81,186,000 | 81,186,000 | 81,186,000 | 83,425,000 | |||
Financing receivable, allowance for credit losses | 66,722,000 | 66,722,000 | 66,722,000 | 67,841,000 | |||
Accrued investment income receivable | $ 10,400,000 | $ 10,400,000 | $ 10,400,000 | ||||
Number of real estate properties | facility | 974 | 974 | 974 | ||||
Real estate investments - net | $ 7,191,368,000 | $ 7,191,368,000 | $ 7,191,368,000 | 6,705,240,000 | |||
Interest receivable | $ 11,884,000 | $ 11,884,000 | 11,884,000 | 12,195,000 | |||
(Recovery) Provision for Credit Losses | $ (1,024,000) | ||||||
Number of leases accounted for direct finance leases | lease | 1 | 1 | 1 | ||||
Lessor - annual percentage increases over the rents of the prior year, minimum | 2.00% | ||||||
Lessor - annual percentage increases over the rents of the prior year, maximum | 3.00% | ||||||
Lessee, operating lease, existence of option to extend [true false] | true | ||||||
Lessee, operating lease, existence of option to terminate [true false] | true | ||||||
Notional amount of nonderivative instruments | £ | £ 174 | ||||||
Derivative instrument discontinued hedge accounting reclassification period | 10 years | ||||||
Number of foreign currency forwards entered into | 4 | 4 | |||||
Accounting Standards Update 2016-13 [Member] | Restatement Adjustment [Member] | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Retained earnings (accumulated deficit) | $ (28,800,000) | ||||||
Financing receivable, allowance for credit losses | $ 28,800,000 | ||||||
Cash Flow Hedging [Member] | Other Assets [Member] | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Cash flow hedges recorded at fair value, asset | $ 52,600,000 | $ 52,600,000 | $ 52,600,000 | 17,000,000 | |||
Cash Flow Hedging [Member] | Accounts Payable and Accrued Liabilities [Member] | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Cash flow hedges recorded at fair value, liability | 700,000 | 700,000 | 700,000 | $ 1,000,000 | |||
Net Investment Hedging [Member] | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Net investment hedge recorded in other assets | $ 900,000 | $ 900,000 | $ 900,000 | ||||
Notional amount of nonderivative instruments | £ | £ 174 | ||||||
Omega Op Units [Member] | Omega Healthcare Investors [Member] | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Percentage of limited partnership interests owned | 97.00% | ||||||
Omega Op Units [Member] | Other Investors | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Percentage of limited partnership interests owned | 3.00% | ||||||
Minimum | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Lessor, operating lease, term of contract | 5 years | 5 years | 5 years | ||||
Percentage of annual increase over prior year's rent | 1.00% | ||||||
Initial lease term (in years) | 10 years | 10 years | 10 years | ||||
Maximum | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Lessor, operating lease, term of contract | 15 years | 15 years | 15 years | ||||
Percentage of annual increase over prior year's rent | 3.00% | ||||||
Initial lease term (in years) | 100 years | 100 years | 100 years | ||||
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 and Equipment | Minimum | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Estimated useful lives | 3 years | ||||||
Furniture and Equipment | Maximum | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Estimated useful lives | 10 years | ||||||
Office leases | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Initial lease term (in years) | 10 years | 10 years | 10 years | ||||
One Facility Transitioned and One Operator Placed On Cash Basis [Member] | |||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||
Provision of of straight-line rent and contractual receivables | $ 2,700,000 |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Accounts Receivable) (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Contractual receivables - net | $ 11,428 | $ 10,408 |
Effective yield interest receivables | 11,884 | 12,195 |
Straight-line rent receivables | 143,599 | 139,046 |
Lease inducements | 81,186 | 83,425 |
Other receivables and lease inducements | $ 236,669 | $ 234,666 |
PROPERTIES AND INVESTMENTS (Lea
PROPERTIES AND INVESTMENTS (Leased Property) (Narrative) (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($)facility | |
Number of real estate properties | 974 |
Payments to acquire businesses, gross | $ | $ 594.4 |
Skilled Nursing Facilities | Facilities Leased | |
Number of real estate properties | 734 |
Assisted Living Facilities | Facilities Leased | |
Number of real estate properties | 133 |
Specialty | Facilities Leased | |
Number of real estate properties | 35 |
Medical Office Building | Facilities Leased | |
Number of real estate properties | 2 |
PROPERTIES AND INVESTMENTS (Sum
PROPERTIES AND INVESTMENTS (Summary of our investment in leased real estate properties) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | $ 9,261,190 | $ 8,702,154 |
Less accumulated depreciation | (2,069,822) | (1,996,914) |
Real estate investments - net | 7,191,368 | 6,705,240 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 7,425,801 | 6,961,509 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 935,739 | 883,765 |
Furniture and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 534,011 | 518,664 |
Building And Site Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | 330,833 | 308,087 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Total real estate investments | $ 34,806 | $ 30,129 |
PROPERTIES AND INVESTMENTS (Sch
PROPERTIES AND INVESTMENTS (Schedule of operating lease income) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Lease, Lease Income [Abstract] | ||
Rental income - operating leases | $ 235,062 | $ 218,340 |
Variable lease income - operating leases | 2,699 | 3,160 |
Total lease income | $ 237,761 | $ 221,500 |
PROPERTIES AND INVESTMENTS (S_2
PROPERTIES AND INVESTMENTS (Schedule of Significant Acquisitions) (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2021USD ($)facilityproperty | Jan. 20, 2021facility | |
Real Estate Properties [Line Items] | ||
Number of real estate properties | 974 | |
Payments to acquire businesses, gross | $ | $ 594.4 | |
Arizona California Florida Illinois New Jersey Oregon Pennsylvania Tennessee Texas Virginia And Washington [Member] | ||
Real Estate Properties [Line Items] | ||
Payments to acquire businesses, gross | $ | $ 511.3 | |
Initial Annual Cash Yield (%) | 8.43% | |
Florida | ||
Real Estate Properties [Line Items] | ||
Payments to acquire businesses, gross | $ | $ 83.1 | |
Initial Annual Cash Yield (%) | 9.25% | |
Skilled Nursing Facilities | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | 735 | |
Assisted Living Facilities | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | 133 | |
Specialty | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | property | 35 | |
Medical Office Building | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | 2 | |
Facilities Acquired | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | 24 | |
Facilities Acquired | Skilled Nursing Facilities | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | 6 | |
Facilities Acquired | Skilled Nursing Facilities | Florida | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | 6 | |
Facilities Acquired | Assisted Living Facilities | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | 17 | |
Facilities Acquired | Assisted Living Facilities | Arizona California Florida Illinois New Jersey Oregon Pennsylvania Tennessee Texas Virginia And Washington [Member] | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | 17 | |
Facilities Acquired | Specialty | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | 7 | |
Facilities Acquired | Specialty | Arizona California Florida Illinois New Jersey Oregon Pennsylvania Tennessee Texas Virginia And Washington [Member] | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | 7 |
PROPERTIES AND INVESTMENTS (Ass
PROPERTIES AND INVESTMENTS (Asset Sales and Impairments) (Narrative) (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)propertyfacility | Mar. 31, 2020USD ($) | |
Number of real estate properties | facility | 974 | |
Receipts from insurance proceeds | $ 3,017 | $ 311 |
Facilities with Impairment Charges and Classified to Assets Held for Sale [Member] | ||
Number of real estate properties | facility | 3 | |
4 Facilities | ||
Provision for impairment on real estate properties | $ 28,700 | |
4 Facilities | Facilities With Impairment Charges [Member] | ||
Number of real estate properties | facility | 4 | |
24 Facilities | ||
Amount of gain (loss) from sale of facilities | $ 100,300 | |
Total cash proceeds | $ 188,300 | |
24 Facilities | Facilities Sold | ||
Number of real estate properties | property | 24 |
MORTGAGE NOTES RECEIVABLE (Narr
MORTGAGE NOTES RECEIVABLE (Narrative) (Detail) | 3 Months Ended |
Mar. 31, 2021facilitystatepropertyitementity | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of real estate properties | 974 |
Number of states | state | 42 |
Skilled Nursing Facilities | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of real estate properties | 735 |
Assisted Living Facilities | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of real estate properties | 133 |
Facilities Under Fixed Rate Mortgage Loans [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of real estate properties | 63 |
Facilities Under Fixed Rate Mortgage Loans [Member] | Skilled Nursing Facilities | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of real estate properties | property | 57 |
Facilities Under Fixed Rate Mortgage Loans [Member] | Assisted Living Facilities | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of real estate properties | property | 3 |
Mortgage Receivable [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Number of fixed rate mortgage | item | 9 |
Number of states | state | 8 |
Number of independent healthcare operating companies operating under mortgage notes receivable | entity | 7 |
MORTGAGE NOTES RECEIVABLE (Sche
MORTGAGE NOTES RECEIVABLE (Schedule of Receivables) (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)facilitycontract | Dec. 31, 2020USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | $ 1,410,316 | |
Number of real estate properties | facility | 974 | |
Mortgage Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | $ 922,210 | $ 918,558 |
Allowance for credit losses | (32,142) | (33,245) |
Total mortgages - net | 890,068 | 885,313 |
Mortgage Loans on Real Estate | 890,068 | 885,313 |
Mortgage Receivable [Member] | Mortgage Note Due 2027 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | $ 112,500 | 112,500 |
Mortgage loans on real estate, interest rate | 10.81% | |
Maturity year | 2027 | |
Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | $ 674,205 | 670,015 |
Mortgage loans on real estate, interest rate | 10.55% | |
Maturity year | 2029 | |
Mortgage Receivable [Member] | 2 Mortgage Notes Due Through 2021 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | $ 43,200 | |
Maturity year | 2021 | |
Mortgage loans on real estate, number of loans | contract | 2 | |
Mortgage Receivable [Member] | Other Mortgage Notes Member | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | $ 135,505 | $ 136,043 |
Maximum | Other Mortgage Notes Member | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Maturity year | 2028 | |
Maximum | Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Maturity year | 2029 | |
Weighted Average [Member] | Other Mortgage Notes Member | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage loans on real estate, interest rate | 9.41% | |
Construction Loans [Member] | Mortgage Receivable [Member] | 2 Mortgage Notes Due Through 2021 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Mortgage notes receivable | $ 30,700 | |
Maturity year | 2021 | |
Mortgage loans on real estate, number of loans | contract | 2 | |
Facilities Used in Weighted Average Interest Rate [Member] | Mortgage Receivable [Member] | Mortgage Note Due 2029 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of real estate properties | facility | 47 |
OTHER INVESTMENTS (Schedule of
OTHER INVESTMENTS (Schedule of Receivables) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 1,410,316 | |
Total other investments | 444,719 | $ 467,442 |
Other Investment Receivables [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | 476,661 | 498,899 |
Allowance for credit losses | (31,942) | (31,457) |
Other Investment Note Due 2024 [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 85,361 | 83,636 |
Maturity year | 2024 | |
Other Investment Note Due 2024 Through 2025 [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 56,987 | 56,987 |
Other Investment Note Due 2023 [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 42,538 | 49,973 |
Interest rate | 12.00% | |
Maturity year | 2023 | |
Other Investments Note Due 2030 [Member] | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 162,368 | 147,148 |
Interest rate | 7.00% | |
Maturity year | 2030 | |
Other Investment notes outstanding | ||
Schedule of Investments [Line Items] | ||
Other investments, gross | $ 129,407 | $ 161,155 |
Maturity year | 2028 | |
Minimum | Other Investment Note Due 2024 Through 2025 [Member] | ||
Schedule of Investments [Line Items] | ||
Maturity year | 2024 | |
Maximum | Other Investment Note Due 2024 Through 2025 [Member] | ||
Schedule of Investments [Line Items] | ||
Maturity year | 2025 | |
Weighted Average [Member] | Other Investment Note Due 2024 [Member] | ||
Schedule of Investments [Line Items] | ||
Interest rate | 13.13% | |
Weighted Average [Member] | Other Investment Note Due 2024 Through 2025 [Member] | ||
Schedule of Investments [Line Items] | ||
Interest rate | 8.12% | |
Weighted Average [Member] | Other Investment notes outstanding | ||
Schedule of Investments [Line Items] | ||
Interest rate | 8.26% |
OTHER INVESTMENTS (Notes Due 20
OTHER INVESTMENTS (Notes Due 2024 Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 06, 2018 | Jul. 29, 2016 | |
Schedule of Investments [Line Items] | ||||
Other investments, gross | $ 1,410,316 | |||
Other investments | 444,719 | $ 467,442 | ||
(Recovery) Provision for Credit Losses | (1,024) | |||
Other Investment Note Due 2024 [Member] | ||||
Schedule of Investments [Line Items] | ||||
Other investments, gross | 85,361 | $ 83,636 | ||
Genesis HealthCare | Other Investment Note Due 2024 [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 14.00% | |||
Investment Owned, Face Amount | $ 48,000 | $ 48,000 | ||
Other investments | $ 66,700 | |||
Loans Receivable Interest Paid-In-Kind | 9.00% | |||
Investment Maturity Date | Jan. 1, 2024 | Jul. 29, 2020 | ||
Genesis HealthCare | Other Investment Note Due 2024 Second Loan [Member] | ||||
Schedule of Investments [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 10.00% | |||
Investment Owned, Face Amount | $ 16,000 | |||
Other investments | $ 18,600 | |||
Loans Receivable Interest Paid-In-Kind | 5.00% | |||
Investment Maturity Date | Jan. 1, 2024 | Jul. 29, 2020 |
ALLOWANCE FOR CREDIT LOSSES (Sc
ALLOWANCE FOR CREDIT LOSSES (Schedule of expected credit loss per segment) (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | $ 67,841 |
(Recovery) Provision for Credit Losses | (1,024) |
Write-offs charged against allowance for the period ended | (95) |
ECL Ending balance | 66,722 |
Off Balance Financing Receivable Segment [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 2,445 |
(Recovery) Provision for Credit Losses | (495) |
ECL Ending balance | 1,950 |
Mortgage Receivable [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 33,245 |
(Recovery) Provision for Credit Losses | (1,103) |
ECL Ending balance | 32,142 |
Direct Financing Lease [Member] | Finance Leases Portfolio Segment [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 694 |
(Recovery) Provision for Credit Losses | (6) |
ECL Ending balance | 688 |
Other Investment Receivables [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 31,457 |
(Recovery) Provision for Credit Losses | 580 |
Write-offs charged against allowance for the period ended | (95) |
ECL Ending balance | 31,942 |
Internal Credit Rating Two [Member] | Off Balance Sheet Financing Receivable Segment Note Commitment [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 116 |
(Recovery) Provision for Credit Losses | 5 |
ECL Ending balance | 121 |
Internal Credit Rating Two [Member] | Mortgage Receivable [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 88 |
(Recovery) Provision for Credit Losses | (45) |
ECL Ending balance | 43 |
Internal Credit Rating Two [Member] | Other Investment Receivables [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 94 |
(Recovery) Provision for Credit Losses | (40) |
ECL Ending balance | 54 |
Internal Credit Rating Three [Member] | Off Balance Sheet Financing Receivable Segment Note Commitment [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 2,305 |
(Recovery) Provision for Credit Losses | (538) |
ECL Ending balance | 1,767 |
Internal Credit Rating Three [Member] | Mortgage Receivable [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 954 |
(Recovery) Provision for Credit Losses | (38) |
ECL Ending balance | 916 |
Internal Credit Rating Three [Member] | Direct Financing Lease [Member] | Finance Leases Portfolio Segment [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 694 |
(Recovery) Provision for Credit Losses | (6) |
ECL Ending balance | 688 |
Internal Credit Rating Three [Member] | Other Investment Receivables [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 5,113 |
(Recovery) Provision for Credit Losses | 217 |
ECL Ending balance | 5,330 |
Internal Credit Rating Four [Member] | Off Balance Sheet Financing Receivable Segment Mortgage Commitment [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 24 |
(Recovery) Provision for Credit Losses | 38 |
ECL Ending balance | 62 |
Internal Credit Rating Four [Member] | Mortgage Receivable [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 26,865 |
(Recovery) Provision for Credit Losses | (913) |
ECL Ending balance | 25,952 |
Internal Credit Rating Four [Member] | Other Investment Receivables [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 24,397 |
(Recovery) Provision for Credit Losses | 413 |
ECL Ending balance | 24,810 |
Internal Credit Rating Five [Member] | Mortgage Receivable [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 433 |
(Recovery) Provision for Credit Losses | (107) |
ECL Ending balance | 326 |
Internal Credit Rating Five [Member] | Other Investment Receivables [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 1,853 |
(Recovery) Provision for Credit Losses | (10) |
Write-offs charged against allowance for the period ended | (95) |
ECL Ending balance | 1,748 |
Internal Credit Rating Six [Member] | Mortgage Receivable [Member] | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
ECL Beginning balance | 4,905 |
ECL Ending balance | $ 4,905 |
ALLOWANCE FOR CREDIT LOSSES (_2
ALLOWANCE FOR CREDIT LOSSES (Schedule by segment balance by vintage and credit quality indicator) (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
2021 | $ 2,685 | |
2020 | 132,942 | |
2019 | 75,216 | |
2018 | 214,767 | |
2017 | 46,455 | |
2016 | 113,075 | |
2015 & older | 638,401 | |
Revolving Loans | 186,775 | |
Total Balance at March 31, 2021 | 1,410,316 | |
Mortgage Receivable [Member] | ||
2021 | 2,685 | |
2020 | 132,475 | |
2019 | 18,585 | |
2018 | 63,395 | |
2017 | 46,455 | |
2016 | 37,550 | |
2015 & older | 621,065 | |
Total Balance at March 31, 2021 | 922,210 | $ 918,558 |
Mortgage Receivable [Member] | Internal Credit Rating One [Member] | ||
2015 & older | 66,621 | |
Total Balance at March 31, 2021 | 66,621 | |
Mortgage Receivable [Member] | Internal Credit Rating Two [Member] | ||
2020 | 43,150 | |
Total Balance at March 31, 2021 | 43,150 | |
Mortgage Receivable [Member] | Internal Credit Rating Three [Member] | ||
2015 & older | 35,964 | |
Total Balance at March 31, 2021 | 35,964 | |
Mortgage Receivable [Member] | Internal Credit Rating Four [Member] | ||
2021 | 2,685 | |
2020 | 89,325 | |
2019 | 18,585 | |
2018 | 44,395 | |
2017 | 46,455 | |
2016 | 37,550 | |
2015 & older | 504,559 | |
Total Balance at March 31, 2021 | 743,554 | |
Mortgage Receivable [Member] | Internal Credit Rating Five [Member] | ||
2018 | 19,000 | |
2015 & older | 7,544 | |
Total Balance at March 31, 2021 | 26,544 | |
Mortgage Receivable [Member] | Internal Credit Rating Six [Member] | ||
2015 & older | 6,377 | |
Total Balance at March 31, 2021 | 6,377 | |
Direct Financing Lease [Member] | ||
2015 & older | 11,445 | |
Total Balance at March 31, 2021 | 11,445 | |
Direct Financing Lease [Member] | Internal Credit Rating Three [Member] | ||
2015 & older | 11,445 | |
Total Balance at March 31, 2021 | 11,445 | |
Other Investment Receivables [Member] | ||
2020 | 467 | |
2019 | 56,631 | |
2018 | 151,372 | |
2016 | 75,525 | |
2015 & older | 5,891 | |
Revolving Loans | 186,775 | |
Total Balance at March 31, 2021 | 476,661 | $ 498,899 |
Other Investment Receivables [Member] | Internal Credit Rating Two [Member] | ||
2015 & older | 2,082 | |
Revolving Loans | 10,265 | |
Total Balance at March 31, 2021 | 12,347 | |
Other Investment Receivables [Member] | Internal Credit Rating Three [Member] | ||
2019 | 21,782 | |
2018 | 30,698 | |
2015 & older | 3,809 | |
Revolving Loans | 171,510 | |
Total Balance at March 31, 2021 | 227,799 | |
Other Investment Receivables [Member] | Internal Credit Rating Four [Member] | ||
2019 | 11,845 | |
2018 | 114,974 | |
2016 | 75,525 | |
Revolving Loans | 5,000 | |
Total Balance at March 31, 2021 | 207,344 | |
Other Investment Receivables [Member] | Internal Credit Rating Five [Member] | ||
2020 | 467 | |
2019 | 23,004 | |
2018 | 5,700 | |
Total Balance at March 31, 2021 | $ 29,171 |
VARIABLE INTEREST ENTITIES (Sch
VARIABLE INTEREST ENTITIES (Schedule of Variable Interest Entities) (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | |||
Total assets | $ 9,822,802 | $ 9,497,449 | |
Liabilities subtotal | (5,674,472) | (5,460,842) | |
Other investment income | 11,652 | $ 10,652 | |
Maplewood Real Estate Holdings | |||
Variable Interest Entity [Line Items] | |||
Revenue | 11,342 | ||
Maplewood Real Estate Holdings | Rental and Other Investment Income [Member] | |||
Variable Interest Entity [Line Items] | |||
Variable interest entity rental and other investment income | 16,800 | ||
Maplewood Real Estate Holdings | Rental Income [Member] | |||
Variable Interest Entity [Line Items] | |||
Rental income | 10,140 | ||
Maplewood Real Estate Holdings | Other Investment Income [Member] | |||
Variable Interest Entity [Line Items] | |||
Other investment income | 1,202 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | |||
Variable Interest Entity [Line Items] | |||
Total assets | 393,124 | 405,609 | |
Liabilities subtotal | (343) | ||
Maximum exposure to loss | 17,272 | 17,346 | |
Revenue | 12,649 | 16,528 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Rental and Other Investment Income [Member] | |||
Variable Interest Entity [Line Items] | |||
Variable interest entity rental and other investment income | 14,000 | 13,700 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Rental Income [Member] | |||
Variable Interest Entity [Line Items] | |||
Rental income | 11,492 | 15,287 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Other Investment Income [Member] | |||
Variable Interest Entity [Line Items] | |||
Other investment income | 1,157 | $ 1,241 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Letters of credit | |||
Variable Interest Entity [Line Items] | |||
Liabilities subtotal | (9,253) | (9,253) | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Personal Guarantee Collateral [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities subtotal | (8,000) | (8,000) | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Other Collateral [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities subtotal | (358,256) | (371,010) | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Collateral Pledged [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities subtotal | (375,509) | (388,263) | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Real Estate Investments [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 357,501 | 371,010 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Assets Held For Sale [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 755 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Contractual Receivable [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 615 | 346 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Other Investments [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 34,253 | 34,253 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Agemo Holdings LLC | Security Deposit [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities subtotal | (343) | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | |||
Variable Interest Entity [Line Items] | |||
Total assets | 928,041 | 911,525 | |
Liabilities subtotal | (48,848) | (44,246) | |
Maximum exposure to loss | 89,933 | 76,791 | |
Revenue | 21,820 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Rental and Other Investment Income [Member] | |||
Variable Interest Entity [Line Items] | |||
Variable interest entity rental and other investment income | 19,300 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Rental Income [Member] | |||
Variable Interest Entity [Line Items] | |||
Rental income | 19,032 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Other Investment Income [Member] | |||
Variable Interest Entity [Line Items] | |||
Other investment income | 2,788 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Personal Guarantee Collateral [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities subtotal | (40,000) | (40,000) | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Other Collateral [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities subtotal | (749,260) | (750,488) | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Collateral Pledged [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities subtotal | (789,260) | (790,488) | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Real Estate Investments [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 749,260 | 750,488 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Contractual Receivable [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 979 | 887 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Other Investments [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 162,368 | 147,148 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Straight-Line Rent Receivables [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities subtotal | (52,892) | (56,664) | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Lease inducement [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 68,326 | 69,666 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Net In Place Lease Liability [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities subtotal | (324) | (331) | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Security Deposit [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities subtotal | (4,609) | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Maplewood Real Estate Holdings | Contingent Liability [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities subtotal | $ (43,915) | $ (43,915) |
INVESTMENT IN JOINT VENTUREs (N
INVESTMENT IN JOINT VENTUREs (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Financing Receivable, Gross | $ 1,410,316 | ||
Assets management fees recognized | 200 | $ 200 | |
Mortgage Receivable [Member] | |||
Financing Receivable, Gross | $ 922,210 | $ 918,558 |
INVESTMENT IN JOINT VENTUREs (S
INVESTMENT IN JOINT VENTUREs (Schedule of equity method investments) (Details) $ in Thousands | Mar. 10, 2021USD ($) | Mar. 31, 2021USD ($)facilitycontractproperty | Mar. 31, 2021USD ($)facilitycontractproperty | Mar. 31, 2020USD ($) | Jan. 20, 2021facility | Dec. 31, 2020USD ($) | May 17, 2019 |
Number of real estate properties | facility | 974 | 974 | |||||
Investments in unconsolidated joint ventures | $ 204,646 | $ 204,646 | $ 200,638 | ||||
Financing Receivable, Gross | $ 1,410,316 | $ 1,410,316 | |||||
Number of operators | contract | 70 | 70 | |||||
Income (loss) from unconsolidated joint ventures | $ 11,830 | $ 1,560 | |||||
Payments to acquire real estate | 594,504 | 19,085 | |||||
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | |||||||
Investment | 240,743 | ||||||
Investments in unconsolidated joint ventures | $ 204,646 | 204,646 | 200,638 | ||||
Income (loss) from unconsolidated joint ventures | 11,830 | 1,560 | |||||
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Second Spring Healthcare Investments [Member] | |||||||
Income (loss) from unconsolidated joint ventures | 11,411 | 570 | |||||
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Second Spring II LLC [Member] | |||||||
Ownership % | 15.00% | ||||||
Investment | $ 10,300 | ||||||
Income (loss) from unconsolidated joint ventures | (457) | ||||||
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Lakeway Realty LLC [Member] | |||||||
Ownership % | 51.00% | ||||||
Income (loss) from unconsolidated joint ventures | 645 | 610 | |||||
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Cindat Ice Portfolio JV GP Limited [Member] | |||||||
Income (loss) from unconsolidated joint ventures | 486 | 646 | |||||
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | OMG Senior Housing LLC [Member] | |||||||
Income (loss) from unconsolidated joint ventures | $ (101) | (161) | |||||
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | OH CHS SNP Inc [Member] | |||||||
Ownership % | 9.00% | 9.00% | |||||
Initial Investment Date | Dec. 20, 2019 | ||||||
Investment | $ 859 | ||||||
Investments in unconsolidated joint ventures | $ 201 | 201 | 260 | ||||
Income (loss) from unconsolidated joint ventures | $ (154) | $ (105) | |||||
Skilled Nursing Facilities | |||||||
Number of real estate properties | facility | 735 | 735 | |||||
Skilled Nursing Facilities | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Second Spring Healthcare Investments [Member] | |||||||
Ownership % | 15.00% | 15.00% | |||||
Initial Investment Date | Nov. 1, 2016 | ||||||
Investment | $ 50,032 | ||||||
Investments in unconsolidated joint ventures | $ 10,624 | $ 10,624 | 17,700 | ||||
Skilled Nursing Facilities | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Second Spring II LLC [Member] | |||||||
Ownership % | 15.00% | 15.00% | |||||
Initial Investment Date | Mar. 10, 2021 | ||||||
Investment | $ 10,330 | ||||||
Number of real estate properties | facility | 5 | 5 | |||||
Investments in unconsolidated joint ventures | $ 9,873 | $ 9,873 | |||||
Specialty | |||||||
Number of real estate properties | property | 35 | 35 | |||||
Specialty | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Lakeway Realty LLC [Member] | |||||||
Ownership % | 51.00% | 51.00% | |||||
Initial Investment Date | May 17, 2019 | ||||||
Investment | $ 73,834 | ||||||
Number of real estate properties | facility | 1 | 1 | |||||
Investments in unconsolidated joint ventures | $ 72,077 | $ 72,077 | 72,318 | ||||
Assisted Living Facilities | |||||||
Number of real estate properties | facility | 133 | 133 | |||||
Assisted Living Facilities | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Cindat Ice Portfolio JV GP Limited [Member] | |||||||
Ownership % | 49.00% | 49.00% | |||||
Initial Investment Date | Dec. 18, 2019 | ||||||
Investment | $ 105,688 | ||||||
Number of real estate properties | facility | 67 | 67 | |||||
Investments in unconsolidated joint ventures | $ 111,871 | $ 111,871 | 110,360 | ||||
Specialty Facility | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | OMG Senior Housing LLC [Member] | |||||||
Ownership % | 50.00% | 50.00% | |||||
Initial Investment Date | Dec. 6, 2019 | ||||||
Number of real estate properties | facility | 1 | 1 | |||||
16 Facilities | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Second Spring Healthcare Investments [Member] | |||||||
Amount of gain (loss) from sale of facilities | $ 102,200 | ||||||
16 Facilities | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Second Spring Healthcare Investments [Member] | |||||||
Total cash proceeds | 328,000 | ||||||
Amount of gain (loss) from sale of facilities | 14,900 | ||||||
5 Facilities | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Second Spring Healthcare Investments [Member] | |||||||
Total cash proceeds | 70,800 | ||||||
5 Facilities | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Second Spring II LLC [Member] | |||||||
Payments to acquire real estate | $ 70,800 | ||||||
Other Investment Receivables [Member] | |||||||
Financing Receivable, Gross | 476,661 | 476,661 | 498,899 | ||||
Other Investment notes outstanding | |||||||
Financing Receivable, Gross | 129,407 | 129,407 | 161,155 | ||||
Mortgage Receivable [Member] | |||||||
Financing Receivable, Gross | $ 922,210 | $ 922,210 | $ 918,558 | ||||
Facilities Sold | 16 Facilities | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Second Spring Healthcare Investments [Member] | |||||||
Number of real estate properties | facility | 16 | 16 | |||||
Facilities Sold | 5 Facilities | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Second Spring Healthcare Investments [Member] | |||||||
Number of real estate properties | facility | 5 | 5 | |||||
Facilities Acquired | |||||||
Number of real estate properties | facility | 24 | ||||||
Facilities Acquired | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Second Spring II LLC [Member] | |||||||
Number of real estate properties | facility | 5 | 5 | |||||
Facilities Acquired | Skilled Nursing Facilities | |||||||
Number of real estate properties | facility | 6 | 6 | |||||
Facilities Acquired | Specialty | |||||||
Number of real estate properties | facility | 7 | 7 | |||||
Facilities Acquired | Assisted Living Facilities | |||||||
Number of real estate properties | facility | 17 | 17 |
ASSETS HELD FOR SALE (Schedule
ASSETS HELD FOR SALE (Schedule of Properties Held-for-Sale) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)property | Mar. 31, 2021USD ($)facility | |
Number Of Properties | ||
Beginning Balance | property | 22 | |
Properties sold | property | (21) | |
Properties added | property | 5 | |
Ending balance | property | 6 | |
Net Book Value | ||
Beginning Balance | $ 81,452 | |
Properties sold | (81,252) | |
Properties added | 7,722 | |
Ending balance | 7,922 | |
Assets Held For Sale | ||
Number of real estate properties | facility | 974 | |
Impairment charges | 16,900 | |
Assets held for sale | 7,922 | $ 7,922 |
Skilled Nursing Facilities | ||
Assets Held For Sale | ||
Number of real estate properties | facility | 735 | |
Assisted Living Facilities | ||
Assets Held For Sale | ||
Number of real estate properties | facility | 133 | |
21 Facilities | ||
Assets Held For Sale | ||
Net proceeds from sale of facilities held for sale | 187,600 | |
Gain (loss) from sale of facilities | $ 100,300 | |
Facilities Sold | 21 Facilities | ||
Assets Held For Sale | ||
Number of real estate properties | facility | 21 | |
Facilities with Impairment Charges and Classified to Assets Held for Sale [Member] | ||
Assets Held For Sale | ||
Number of real estate properties | facility | 3 |
INTANGIBLES (Narrative) (Detail
INTANGIBLES (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net amortization of intangible assets | $ 6.2 | $ 1.3 |
Remainder 2021 | 3.3 | |
2022 | 4.2 | |
2023 | 4 | |
2024 | 3.9 | |
2025 | $ 3.6 | |
Below market leases, weighted average remaining amortization, period | 8 years | |
Above market leases | ||
Weighted average remaining amortization | 10 years |
INTANGIBLES (Schedule of Intang
INTANGIBLES (Schedule of Intangibles) (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Goodwill | $ 651,679 | $ 651,737 |
Gross intangible assets | 22,822 | 22,822 |
Accumulated amortization | (20,966) | (20,882) |
Net intangible assets | 1,856 | 1,940 |
Liabilities: | ||
Below market leases | 139,100 | 139,515 |
Accumulated amortization | (107,301) | (100,996) |
Net intangible liabilities | $ 31,799 | $ 38,519 |
INTANGIBLES (Schedule of Reconc
INTANGIBLES (Schedule of Reconciliation of Goodwill) (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance | $ 651,737 |
Add: foreign currency translation | (58) |
Balance | $ 651,679 |
CONCENTRATION OF RISK (Narrativ
CONCENTRATION OF RISK (Narrative) (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)facilitycontractitemstateproperty | Mar. 31, 2020 | Dec. 31, 2020USD ($) | |
Concentration Risk [Line Items] | |||
Number of real estate properties | 974 | ||
Number of operators that met or exceeded ten percent threshold for revenues | item | 1 | ||
Number of states | state | 42 | ||
Number of operators | contract | 70 | ||
Gross investment in facilities, net of impairments and reserves for uncollectible loans | $ | $ 10,200,000 | ||
Other investments | $ | 444,719 | $ 467,442 | |
Investment in unconsolidated joint venture | $ | $ 204,646 | $ 200,638 | |
Number of unconsolidated joint ventures | item | 6 | ||
Six Unconsolidated Joint Venture [Member] | |||
Concentration Risk [Line Items] | |||
Investment in unconsolidated joint venture | $ | $ 204,600 | ||
Geographic Concentration Risk [Member] | Florida | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 15.00% | ||
Geographic Concentration Risk [Member] | Texas | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 10.00% | ||
Geographic Concentration Risk [Member] | Michigan | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 6.00% | ||
Product Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 97.00% | ||
Revenue Benchmark [Member] | Consulate Health Care | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 9.00% | 10.00% | |
Skilled Nursing Facilities | |||
Concentration Risk [Line Items] | |||
Number of real estate properties | 735 | ||
Assisted Living Facilities | |||
Concentration Risk [Line Items] | |||
Number of real estate properties | 133 | ||
Specialty | |||
Concentration Risk [Line Items] | |||
Number of real estate properties | property | 35 | ||
Medical Office Building | |||
Concentration Risk [Line Items] | |||
Number of real estate properties | 2 | ||
Facilities Under Fixed Rate Mortgage Loans [Member] | |||
Concentration Risk [Line Items] | |||
Number of real estate properties | 63 | ||
Facilities Under Fixed Rate Mortgage Loans [Member] | Skilled Nursing Facilities | |||
Concentration Risk [Line Items] | |||
Number of real estate properties | property | 57 | ||
Facilities Under Fixed Rate Mortgage Loans [Member] | Assisted Living Facilities | |||
Concentration Risk [Line Items] | |||
Number of real estate properties | property | 3 | ||
Facilities Under Fixed Rate Mortgage Loans [Member] | Specialty | |||
Concentration Risk [Line Items] | |||
Number of real estate properties | 3 | ||
Facilities Held for Sale or Closed [Member] | |||
Concentration Risk [Line Items] | |||
Number of real estate properties | 6 |
STOCKHOLDERS EQUITY (Schedule o
STOCKHOLDERS EQUITY (Schedule of Common Stock Dividends) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Dividends Payable [Line Items] | ||
Common Stock, Dividends, Per Share, Declared | $ 0.67 | $ 0.67 |
Dividend Record Date One [Member] | ||
Dividends Payable [Line Items] | ||
Dividends Declared, Date Of Record | Feb. 8, 2021 | |
Dividends Payable, Date to be Paid | Feb. 16, 2021 | |
Common Stock, Dividends, Per Share, Declared | $ 0.67 | |
Dividend Record Date Two [Member] | ||
Dividends Payable [Line Items] | ||
Dividends Declared, Date Of Record | May 3, 2021 | |
Dividends Payable, Date to be Paid | May 17, 2021 | |
Common Stock, Dividends, Per Share, Declared | $ 0.67 |
STOCKHOLDERS EQUITY (Equity She
STOCKHOLDERS EQUITY (Equity Shelf Program Schedule and Narrative) (Detail) - $500 Million Equity Shelf Program - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Sep. 03, 2015 | Mar. 31, 2021 | Mar. 31, 2020 |
Sales price, equity distribution agreement | $ 500 | ||
Issuance of common stock (in shares) | 1.6 | 0.1 | |
Average issue price per share | $ 37.16 | $ 37.58 | |
Proceeds from issuance of common stock | $ 60.1 | $ 1.8 |
STOCKHOLDERS EQUITY (Schedule_2
STOCKHOLDERS EQUITY (Schedule of dividend reinvestment and common stock purchase plan) (Detail) - Dividend Reinvestment And Common Stock Purchase Plan - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Issuance of common stock (in shares) | 0.4 | 0.1 |
Gross proceeds from issuance of common stock | $ 15.5 | $ 3.7 |
STOCKHOLDERS EQUITY (Schedule_3
STOCKHOLDERS EQUITY (Schedule of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning balance | $ 4,036,607 | $ 4,336,594 | |||
Balance , ending | 4,148,330 | 4,218,645 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Stockholders Equity/AOCI | $ 3,953,392 | $ 3,841,876 | |||
Add: portion included in noncontrolling interest | 194,938 | 194,731 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 4,036,607 | 4,218,645 | 4,148,330 | 4,036,607 | $ 4,218,645 |
Foreign Currency Translation [Member] | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning balance | (18,427) | (35,100) | |||
Translation gain (loss) | 3,530 | (31,888) | |||
Realized gain (loss) | 666 | (70) | |||
Balance , ending | (14,231) | (67,058) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (14,231) | (67,058) | (14,231) | (18,427) | (67,058) |
Cash Flow Hedges [Member] | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning balance | 17,718 | (2,369) | |||
Unrealized (loss) gain | 35,191 | (7,526) | |||
Realized (loss) gain | 610 | (318) | |||
Balance , ending | 53,519 | (10,213) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 53,519 | (10,213) | 53,519 | 17,718 | (10,213) |
Net Investment Hedge [Member] | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning balance | (13,331) | (4,420) | |||
Unrealized (loss) gain | (3,010) | 13,187 | |||
Balance , ending | (16,341) | 8,767 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (16,341) | 8,767 | (16,341) | (13,331) | 8,767 |
Accumulated Other Comprehensive Income (Loss) | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning balance | (12,768) | (39,858) | |||
Balance , ending | 23,230 | (65,788) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Stockholders Equity/AOCI | 22,947 | (68,504) | |||
Add: portion included in noncontrolling interest | 283 | 2,716 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 23,230 | $ (65,788) | $ 23,230 | $ (12,768) | $ (65,788) |
TAXES (Narrative) (Detail)
TAXES (Narrative) (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2021USD ($)subsidiary | Mar. 31, 2020USD ($) | |
Taxes [Line Items] | ||
Minimum number of subsequent years the company may not be able to qualify as a REIT | 4 years | |
Percentage of income subject to federal taxation | 100.00% | |
Net operating loss carryforwards period | Under current law, NOL carry-forwards generated up through December 31, 2017 may be carried forward for no more than 20 years, and NOL carry-forwards generated in our taxable years ended December 31, 2018 and after may be carried forward indefinitely. | |
Provision (benefit) for foreign income taxes | $ 0.7 | $ 0.6 |
State and local income tax provision | $ 0.3 | $ 0.4 |
Number of TSRs subject to federal, state and local income taxes with net operating loss carryforwards | subsidiary | 1 | |
Taxable REIT Subsidiaries [Member] | ||
Taxes [Line Items] | ||
Net operating loss carry-forward | $ 6.5 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2021shares | |
Certain Officers and Key Employees [Member] | |
Vesting period, years | 3 years |
Profit Interest Units | Certain Officers and Key Employees [Member] | |
Shares awarded, other than options | 142,719 |
Performance Based Profit Interest Units [Member] | |
Shares awarded, other than options | 1,232,178 |
Time Based Restricted Equity Awards | Certain Officers and Key Employees [Member] | |
Shares awarded, other than options | 22,051 |
STOCK-BASED COMPENSATION (Sched
STOCK-BASED COMPENSATION (Schedule of Stock-based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock-Based Compensation [Abstract] | ||
Stock-based compensation expense | $ 5,396 | $ 4,635 |
BORROWING ACTIVITIES AND ARRA_3
BORROWING ACTIVITIES AND ARRANGEMENTS (Schedule of Borrowings) (Details) - USD ($) $ in Thousands | Apr. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||
Total secured borrowings - net | $ 367,685 | $ 367,685 | $ 369,524 | ||
Revolving line of credit | 135,000 | 135,000 | 101,158 | ||
Total term loans - net | 49,914 | 49,914 | 186,349 | ||
Total senior notes and other unsecured borrowings - net | 4,855,286 | 4,855,286 | 4,512,221 | ||
Total secured and unsecured borrowings - net | 5,407,885 | 5,407,885 | $ 5,169,252 | ||
Proceeds from lines of credit | 1,210,000 | $ 662,466 | |||
Repayments of Lines of Credit | 1,177,490 | $ 266,000 | |||
Loss on extinguishment of debt | 29,670 | ||||
Hud Mortgage | |||||
Debt Instrument [Line Items] | |||||
Assets pledged as collateral, fair value | $ 564,500 | $ 564,500 | |||
4.375% notes due 2023 | |||||
Debt Instrument [Line Items] | |||||
Rate | 4.375% | 4.375% | 4.375% | ||
4.95% notes due 2024 | |||||
Debt Instrument [Line Items] | |||||
Rate | 4.95% | 4.95% | 4.95% | ||
4.50% notes due 2025 | |||||
Debt Instrument [Line Items] | |||||
Rate | 4.50% | 4.50% | 4.50% | ||
5.25% notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Rate | 5.25% | 5.25% | 5.25% | ||
4.50% notes due 2027 | |||||
Debt Instrument [Line Items] | |||||
Rate | 4.50% | 4.50% | 4.50% | ||
4.75% notes due 2028 | |||||
Debt Instrument [Line Items] | |||||
Rate | 4.75% | 4.75% | 4.75% | ||
3.625% notes due 2029 | |||||
Debt Instrument [Line Items] | |||||
Rate | 3.625% | 3.625% | 3.625% | ||
3.375% notes due 2031 | |||||
Debt Instrument [Line Items] | |||||
Rate | 3.375% | 3.375% | 3.375% | ||
3.25% notes due 2033 | |||||
Debt Instrument [Line Items] | |||||
Rate | 3.25% | 3.25% | |||
Secured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Total secured borrowings - net | $ 367,685 | $ 367,685 | $ 369,524 | ||
Secured Debt [Member] | Hud Mortgage | |||||
Debt Instrument [Line Items] | |||||
Rate | 3.01% | 3.01% | |||
Total secured borrowings - net | $ 365,410 | $ 365,410 | 367,249 | ||
Secured Debt [Member] | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2022 | ||||
Rate | 3.75% | 3.75% | |||
Total secured borrowings - net | $ 2,275 | $ 2,275 | 2,275 | ||
Unsecured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Deferred financing costs - net | (29,586) | (29,586) | (26,070) | ||
Total term loans - net | 49,914 | 49,914 | 186,349 | ||
Discount - net | (35,128) | (35,128) | (31,709) | ||
Total senior notes and other unsecured borrowings - net | 4,855,286 | 4,855,286 | 4,512,221 | ||
Total unsecured borrowings - net | 5,040,200 | 5,040,200 | 4,799,728 | ||
Unsecured Debt [Member] | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Deferred financing costs - net | $ (86) | $ (86) | (351) | ||
Unsecured Debt [Member] | Sterling term loan | |||||
Debt Instrument [Line Items] | |||||
Maturity | N/A | ||||
Total term loans - net | 136,700 | ||||
Unsecured Debt [Member] | Omega OP Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2022 | ||||
Rate | 3.29% | 3.29% | |||
Total term loans - net | $ 50,000 | $ 50,000 | 50,000 | ||
Debt instrument, maturity date | May 25, 2022 | ||||
Unsecured Debt [Member] | Omega OP Term Loan Facility | Subsequent event | |||||
Debt Instrument [Line Items] | |||||
Term | 4 years | ||||
Debt instrument, face amount | $ 50,000 | ||||
Unsecured Debt [Member] | Subordinated debt | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2021 | ||||
Rate | 9.00% | 9.00% | |||
Long-term debt, gross | $ 20,000 | $ 20,000 | 20,000 | ||
Unsecured Debt [Member] | Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, expiration date | May 25, 2021 | ||||
Unsecured Debt [Member] | Credit Facility [Member] | Subsequent event | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,450,000 | ||||
Term | 4 years | ||||
Senior Notes [Member] | 4.375% notes due 2023 | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of senior long-term debt | $ 692,000 | ||||
Maturity | 2023 | ||||
Rate | 4.375% | 4.375% | |||
Long-term debt, gross | $ 350,000 | $ 350,000 | 700,000 | ||
Repayments of senior debt | 350,000 | ||||
Loss on extinguishment of debt | 29,700 | ||||
Senior Notes [Member] | 4.95% notes due 2024 | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of senior long-term debt | $ 394,300 | ||||
Maturity | 2024 | ||||
Rate | 4.95% | 4.95% | |||
Long-term debt, gross | $ 400,000 | $ 400,000 | 400,000 | ||
Senior Notes [Member] | 4.50% notes due 2025 | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of senior long-term debt | $ 397,700 | ||||
Maturity | 2025 | ||||
Rate | 4.50% | 4.50% | |||
Long-term debt, gross | $ 400,000 | $ 400,000 | 400,000 | ||
Senior Notes [Member] | 5.25% notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of senior long-term debt | $ 594,400 | ||||
Maturity | 2026 | ||||
Rate | 5.25% | 5.25% | |||
Long-term debt, gross | $ 600,000 | $ 600,000 | 600,000 | ||
Senior Notes [Member] | 4.50% notes due 2027 | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of senior long-term debt | $ 683,000 | ||||
Maturity | 2027 | ||||
Rate | 4.50% | 4.50% | |||
Long-term debt, gross | $ 700,000 | $ 700,000 | 700,000 | ||
Senior Notes [Member] | 4.75% notes due 2028 | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of senior long-term debt | $ 540,800 | ||||
Maturity | 2028 | ||||
Rate | 4.75% | 4.75% | |||
Long-term debt, gross | $ 550,000 | $ 550,000 | 550,000 | ||
Senior Notes [Member] | 3.625% notes due 2029 | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of senior long-term debt | $ 487,800 | ||||
Maturity | 2029 | ||||
Rate | 3.625% | 3.625% | |||
Long-term debt, gross | $ 500,000 | $ 500,000 | 500,000 | ||
Senior Notes [Member] | 3.375% notes due 2031 | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of senior long-term debt | $ 680,500 | ||||
Maturity | 2031 | ||||
Rate | 3.375% | 3.375% | |||
Long-term debt, gross | $ 700,000 | $ 700,000 | 700,000 | ||
Senior Notes [Member] | 3.25% notes due 2033 | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of senior long-term debt | $ 689,300 | ||||
Maturity | 2033 | 2033 | |||
Rate | 3.25% | 3.25% | |||
Long-term debt, gross | $ 700,000 | $ 700,000 | |||
Debt instrument, face amount | $ 700,000 | $ 700,000 | |||
Minimum | Secured Debt [Member] | Hud Mortgage | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2046 | ||||
Maximum | Secured Debt [Member] | Hud Mortgage | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2052 | ||||
Revolving Credit Facility | Unsecured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity | 2021 | ||||
Rate | 1.36% | 1.36% | |||
Revolving line of credit | $ 135,000 | $ 135,000 | $ 101,158 |
BORROWING ACTIVITIES AND ARRA_4
BORROWING ACTIVITIES AND ARRANGEMENTS (Forward Starting Swaps) (Details) £ in Millions | Mar. 27, 2020USD ($)contract | Mar. 31, 2021USD ($) | Mar. 31, 2021GBP (£) | Mar. 31, 2021USD ($) | Mar. 31, 2021USD ($)contract | Mar. 31, 2021USD ($) | Dec. 31, 2020 |
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, 2021 and December 31, 2020, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings. | ||||||
Derivative instrument discontinued hedge accounting reclassification period | 10 years | ||||||
Notional amount of nonderivative instruments | £ | £ 174 | ||||||
Number of foreign currency forwards entered into | 4 | 4 | |||||
3.375% notes due 2031 | |||||||
Debt instrument, interest rate, stated percentage | 3.375% | 3.375% | 3.375% | 3.375% | 3.375% | ||
3.375% notes due 2031 | Senior Notes [Member] | |||||||
Debt instrument, interest rate, stated percentage | 3.375% | 3.375% | 3.375% | 3.375% | |||
Maturity | 2031 | ||||||
3.25% notes due 2033 | |||||||
Debt instrument, interest rate, stated percentage | 3.25% | 3.25% | 3.25% | 3.25% | |||
3.25% notes due 2033 | Senior Notes [Member] | |||||||
Debt instrument, face amount | $ | $ 700,000,000 | $ 700,000,000 | $ 700,000,000 | $ 700,000,000 | |||
Debt instrument, interest rate, stated percentage | 3.25% | 3.25% | 3.25% | 3.25% | |||
Maturity | 2033 | 2033 | |||||
Net Investment Hedging [Member] | |||||||
Notional amount of nonderivative instruments | £ | £ 174 | ||||||
Interest Rate Swap | Cash Flow Hedging [Member] | |||||||
Derivative, notional amount | $ | $ 400,000,000 | ||||||
Derivative, effective date | Aug. 1, 2023 | ||||||
Derivative, inception Date | Mar. 27, 2020 | ||||||
Derivative, maturity Date | Aug. 1, 2033 | ||||||
Derivative forecasted issuance period on long term debt | 5 years | ||||||
Derivative, fixed interest rate | 0.8675% | ||||||
Derivative, maximum period | 46 months | ||||||
Number of forward starting swaps entered into | contract | 5 |
FINANCIAL INSTRUMENTS (Schedule
FINANCIAL INSTRUMENTS (Schedule of Financial Instruments) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
4.375% notes due 2023 | ||
Liabilities: | ||
Notes issued, interest rate | 4.375% | 4.375% |
4.95% notes due 2024 | ||
Liabilities: | ||
Notes issued, interest rate | 4.95% | 4.95% |
4.50% notes due 2025 | ||
Liabilities: | ||
Notes issued, interest rate | 4.50% | 4.50% |
5.25% notes due 2026 | ||
Liabilities: | ||
Notes issued, interest rate | 5.25% | 5.25% |
4.50% notes due 2027 | ||
Liabilities: | ||
Notes issued, interest rate | 4.50% | 4.50% |
4.75% notes due 2028 | ||
Liabilities: | ||
Notes issued, interest rate | 4.75% | 4.75% |
3.625% notes due 2029 | ||
Liabilities: | ||
Notes issued, interest rate | 3.625% | 3.625% |
3.375% notes due 2031 | ||
Liabilities: | ||
Notes issued, interest rate | 3.375% | 3.375% |
3.25% notes due 2033 | ||
Liabilities: | ||
Notes issued, interest rate | 3.25% | |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | ||
Assets: | ||
Investments in direct financing leases - net | $ 10,757 | $ 10,764 |
Mortgage notes receivable - net | 890,068 | 885,313 |
Other investments - net | 444,719 | 467,442 |
Total | 1,345,544 | 1,363,519 |
Liabilities: | ||
Revolving line of credit | 135,000 | 101,158 |
Secured borrowing | 2,275 | 2,275 |
Sterling term loan | 136,453 | |
Omega OP term loan | 49,914 | 49,896 |
Subordinated debt - net | 20,062 | 20,083 |
Total | 5,407,885 | 5,169,252 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.375% notes due 2023 | ||
Liabilities: | ||
Notes Payable | 348,674 | 696,981 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.95% notes due 2024 | ||
Liabilities: | ||
Notes Payable | 396,966 | 396,714 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.50% notes due 2025 | ||
Liabilities: | ||
Notes Payable | 397,114 | 396,924 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 5.25% notes due 2026 | ||
Liabilities: | ||
Notes Payable | 596,614 | 596,437 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.50% notes due 2027 | ||
Liabilities: | ||
Notes Payable | 691,275 | 690,909 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 4.75% notes due 2028 | ||
Liabilities: | ||
Notes Payable | 543,152 | 542,899 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 3.625% notes due 2029 | ||
Liabilities: | ||
Notes Payable | 489,774 | 489,472 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 3.375% notes due 2031 | ||
Liabilities: | ||
Notes Payable | 682,250 | 681,802 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | 3.25% notes due 2033 | ||
Liabilities: | ||
Notes Payable | 689,405 | |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | Hud Mortgage | ||
Liabilities: | ||
HUD debt - net | 365,410 | 367,249 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | ||
Assets: | ||
Investments in direct financing leases - net | 10,757 | 10,764 |
Mortgage notes receivable - net | 929,623 | 924,353 |
Other investments - net | 452,848 | 474,552 |
Total | 1,393,228 | 1,409,669 |
Liabilities: | ||
Revolving line of credit | 135,000 | 101,158 |
Secured borrowing | 2,275 | 2,275 |
Sterling term loan | 136,700 | |
Omega OP term loan | 50,000 | 50,000 |
Subordinated debt - net | 21,207 | 21,599 |
Total | 5,794,596 | 5,767,243 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.375% notes due 2023 | ||
Liabilities: | ||
Notes Payable | 379,864 | 770,635 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.95% notes due 2024 | ||
Liabilities: | ||
Notes Payable | 445,362 | 441,194 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.50% notes due 2025 | ||
Liabilities: | ||
Notes Payable | 436,262 | 444,652 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 5.25% notes due 2026 | ||
Liabilities: | ||
Notes Payable | 685,558 | 697,993 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.50% notes due 2027 | ||
Liabilities: | ||
Notes Payable | 770,272 | 794,294 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 4.75% notes due 2028 | ||
Liabilities: | ||
Notes Payable | 607,222 | 633,950 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 3.625% notes due 2029 | ||
Liabilities: | ||
Notes Payable | 511,116 | 532,248 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 3.375% notes due 2031 | ||
Liabilities: | ||
Notes Payable | 693,896 | 731,541 |
Estimate Of Fair Value, Fair Value Disclosure [Member] | 3.25% notes due 2033 | ||
Liabilities: | ||
Notes Payable | 671,583 | |
Estimate Of Fair Value, Fair Value Disclosure [Member] | Hud Mortgage | ||
Liabilities: | ||
HUD debt - net | $ 384,979 | $ 409,004 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($) $ in Thousands | Sep. 29, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | May 17, 2019 |
Total commitments | $ 596,615 | |||
Indemnification Agreement [Member] | ||||
Total commitments | $ 8,100 | |||
Lakeway Realty LLC [Member] | ||||
Litigation settlement, amount awarded to other party | $ 1,100 | |||
Minimum | Indemnification Agreement [Member] | ||||
Indemnification agreement occurrence period | 18 months | |||
Maximum | Indemnification Agreement [Member] | ||||
Indemnification agreement occurrence period | 72 months | |||
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Lakeway Realty LLC [Member] | ||||
Percentage of ownership interest | 51.00% |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Schedule of remaining commitments) (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Total commitments | $ 596,615 |
Amounts funded to date | (454,837) |
Remaining commitments | 141,778 |
Other Investment Committed [Member] | |
Remaining commitments | $ 81,000 |
EARNINGS PER SHARE (Schedule of
EARNINGS PER SHARE (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, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net income | $ 164,366 | $ 92,279 |
Deduct: net income attributable to noncontrolling interests | (4,388) | (2,364) |
Net income available to common stockholders | $ 159,978 | $ 89,915 |
Denominator: | ||
Denominator for basic earnings per share | 232,572 | 227,261 |
Effect of dilutive securities: | ||
Common stock equivalents | 944 | 1,261 |
Noncontrolling interest - Omega OP Units | 6,391 | 5,984 |
Denominator for diluted earnings per share | 239,907 | 234,506 |
Earnings per share - basic: | ||
Net income available to common stockholders | $ 0.69 | $ 0.40 |
Earnings per share - diluted: | ||
Net income | $ 0.69 | $ 0.39 |
SUPPLEMENTAL DISCLOSURE TO CO_3
SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of cash and cash equivalents and restricted cash: | ||||
Cash and cash equivalents | $ 51,376 | $ 347,965 | $ 163,535 | |
Restricted cash | 4,522 | 4,057 | 4,023 | |
Cash, cash equivalents and restricted cash at end of year | 55,898 | 352,022 | $ 167,558 | $ 33,380 |
Supplemental Information: | ||||
Interest paid during the period, net of amounts capitalized | 67,538 | 64,457 | ||
Taxes paid during the period | 1,509 | 2,655 | ||
Non cash financing activities | ||||
Change in fair value of cash flow hedges | 36,672 | (7,844) | ||
Remeasurement of debt denominated in a foreign currency | $ 3,010 | $ (13,187) |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - Unsecured Debt [Member] - USD ($) $ in Millions | Apr. 30, 2021 | Mar. 31, 2021 |
Credit Facility [Member] | ||
Line of credit facility, expiration date | May 25, 2021 | |
Omega OP Term Loan Facility | ||
Debt instrument, maturity date | May 25, 2022 | |
Subsequent event | Credit Facility [Member] | ||
Term | 4 years | |
Maximum borrowing capacity | $ 1,450 | |
Subsequent event | Credit Facility Replaced [Member] | ||
Maximum borrowing capacity | 1,250 | |
Subsequent event | Omega OP Term Loan Facility | ||
Debt instrument, face amount | $ 50 | |
Term | 4 years | |
Subsequent event | Omega Op Term Loan Replaced [Member] | ||
Debt instrument, face amount | $ 50 |