10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on May 9, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10‑Q
(Mark One)
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2019
or
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
OMEGA HEALTHCARE INVESTORS, INC.
OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
|
Maryland |
1‑11316 |
38‑3041398 |
|
(Omega Healthcare Investors, Inc.) |
(Omega Healthcare Investors, Inc.) |
(Omega Healthcare Investors, Inc.) |
|
Delaware |
333‑203447‑11 |
36‑4796206 |
|
(OHI Healthcare Properties Limited |
(OHI Healthcare Properties Limited |
(OHI Healthcare Properties Limited |
|
(State or other jurisdiction of incorporation or |
(Commission file number) |
(IRS Employer Identification No.) |
303 International Circle, Suite 200, Hunt Valley, MD 21030
(Address of principal executive offices)
(410) 427‑1700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
Common Stock, $.10 par value |
OHI |
New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
|
Omega Healthcare Investors, Inc. Yes ☒ No ☐ |
OHI Healthcare Properties Limited Partnership Yes ☒ No ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
|
Omega Healthcare Investors, Inc. Yes ☒ No ☐ |
OHI Healthcare Properties Limited Partnership Yes ☒ No ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
Omega Healthcare Investors, Inc.
|
Large accelerated filer☒ |
Accelerated filer ☐ |
Non-accelerated filer ☐ |
Smaller reporting company ☐ |
Emerging growth company ☐ |
OHI Healthcare Properties Limited Partnership
|
Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☒ |
Smaller reporting company ☐ |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
Omega Healthcare Investors, Inc. ☐ |
OHI Healthcare Properties Limited Partnership ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act).
|
Omega Healthcare Investors, Inc. Yes ☐ |
No ☒ |
OHI Healthcare Properties Limited Partnership Yes ☐ |
No ☒ |
Indicate the number of shares outstanding of each of the issuers’ classes of common stock as of May 2, 2019
|
Omega Healthcare Investors, Inc. |
|
|
Common Stock, $.10 par value |
207,025,691 |
|
|
|
|
OHI Healthcare Properties Limited Partnership |
|
|
N/A |
No common stock outstanding |
|
(Class) |
(Number of shares) |
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10‑Q for the period ended March 31, 2019 of Omega Healthcare Investors, Inc. and OHI Healthcare Properties Limited Partnership (“Omega OP”). Unless stated otherwise or the context otherwise requires, (i) references to “Omega” or the “Company” means Omega Healthcare Investors, Inc. and its consolidated subsidiaries, (ii) references to “Parent” refer to Omega Healthcare Investors, Inc. without regard to its consolidated subsidiaries, and (iii) references to “Omega OP” means OHI Healthcare Properties Limited Partnership and its consolidated subsidiaries.
Omega is a self-administered real estate investment trust (“REIT”) under the Internal Revenue Code of 1986. 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, Omega OP.
Parent directly owned approximately 97% of the issued and outstanding partnership units in Omega OP (the “Omega OP Units”) at March 31, 2019. Each Omega OP Unit (other than those owned by Parent) is redeemable at the election of the holder for cash equal to the then-fair market value of one share of common stock of Parent, subject to Parent’s election to exchange the Omega OP Units tendered for redemption for common stock of the Parent on a one-for-one basis in an unregistered transaction, subject to adjustment as set forth in the partnership agreement. The management of Parent consists of the same members as the management of Omega OP.
The financial results of Omega OP are consolidated into the financial statements of Omega. Omega has no significant assets other than its investments in Omega OP. Omega and Omega OP are managed and operated as one entity. Omega OP has no significant assets other than its interests in non-guarantor subsidiaries.
We believe it is important for investors to understand the few differences between Omega and Omega OP in the context of how we operate as a consolidated company. Omega acts as the general partner of Omega OP. Net proceeds from equity issuances by Parent are contributed to Omega OP in exchange for additional partnership units. Parent and Omega OP incur indebtedness. The net proceeds of the Parent’s borrowings are loaned to Omega OP. The outstanding senior notes and certain other debt of Parent is guaranteed by Omega OP.
The presentation of debt and related interest, including amounts accrued, stockholders’ equity, owners’ equity and noncontrolling interests are the main areas of difference between the consolidated financial statements of Omega and Omega OP. The differences between debt, stockholders’ equity and owners’ equity result from differences in the debt or equity issued at the Omega and Omega OP levels. With respect to owners’ equity, the units held by the partners in Omega OP other than the Parent are accounted for as owners’ equity in Omega OP’s financial statements and as noncontrolling interests in Omega’s financial statements. Although classified differently, total debt and equity of Omega and Omega OP are the same.
We believe combining the quarterly reports on Form 10‑Q of Omega and Omega OP into this single report results in the following benefits:
|
· |
combined reports better reflect how management and the analyst community view the business as a single operating unit; |
|
· |
combined reports enhance investors’ understanding of Omega and Omega OP by enabling them to view the business as a whole and in the same manner as management; |
|
· |
combined reports are more efficient for Omega and Omega OP and result in savings in time, effort and expense; and |
|
· |
combined reports are more efficient for investors by reducing duplicative disclosure and providing a single document for their review. |
In order to highlight the differences between Omega and Omega OP, the separate sections in this report for Omega and Omega OP specifically refer to Omega and Omega OP. In the sections that combine disclosure of Omega and Omega OP, this report refers to “we” and “us” actions or holdings as being “our” actions or holdings. Although Omega OP and its subsidiaries hold all of our assets, we believe that reference to “we,” “us” or “our” in this context is appropriate because the business is one enterprise and we operate substantially all of our business through Omega OP.
OMEGA HEALTHCARE INVESTORS, INC.
OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
FORM 10‑Q
March 31, 2019
|
|
|
Page |
|
|
||
|
|
|
|
|
|
||
|
|
2 | |
|
|
|
|
|
|
3 | |
|
|
|
|
|
|
4 | |
|
|
|
|
|
|
5 | |
|
|
|
|
|
|
6 | |
|
|
Financial Statements of OHI Healthcare Properties Limited Partnership |
|
|
|
|
|
|
|
7 | |
|
|
|
|
|
|
8 | |
|
|
|
|
|
|
9 | |
|
|
Consolidated Statements of Changes in Owners’ Equity (unaudited) |
|
|
|
10 | |
|
|
|
|
|
|
11 | |
|
|
|
|
|
|
12 | |
|
|
|
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
39 | |
|
|
|
|
| 53 | ||
|
|
|
|
| 53 | ||
|
|
|
|
|
|
||
|
|
|
|
| 53 | ||
|
|
|
|
| 53 | ||
|
|
|
|
| 53 | ||
|
|
|
|
| 54 | ||
PART I – FINANCIAL INFORMATION
OMEGA HEALTHCARE INVESTORS, INC.
(in thousands, except per share amounts)
|
|
|
March 31, |
|
December 31, |
|
||
|
|
|
2019 |
|
2018 |
|
||
|
|
|
(Unaudited) |
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Real estate properties |
|
|
|
|
|
|
|
|
Real estate investments |
|
$ |
7,818,209 |
|
$ |
7,746,410 |
|
|
Less accumulated depreciation |
|
|
(1,631,673) |
|
|
(1,562,619) |
|
|
Real estate investments – net |
|
|
6,186,536 |
|
|
6,183,791 |
|
|
Investments in direct financing leases – net |
|
|
11,707 |
|
|
132,262 |
|
|
Mortgage notes receivable – net |
|
|
703,739 |
|
|
710,858 |
|
|
|
|
|
6,901,982 |
|
|
7,026,911 |
|
|
Other investments |
|
|
474,066 |
|
|
504,626 |
|
|
Investment in unconsolidated joint venture |
|
|
29,919 |
|
|
31,045 |
|
|
Assets held for sale – net |
|
|
645 |
|
|
989 |
|
|
Total investments |
|
|
7,406,612 |
|
|
7,563,571 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
40,028 |
|
|
10,300 |
|
|
Restricted cash |
|
|
1,372 |
|
|
1,371 |
|
|
Contractual receivables – net |
|
|
33,346 |
|
|
33,826 |
|
|
Other receivables and lease inducements |
|
|
338,177 |
|
|
313,551 |
|
|
Goodwill |
|
|
644,190 |
|
|
643,950 |
|
|
Other assets |
|
|
56,341 |
|
|
24,308 |
|
|
Total assets |
|
$ |
8,520,066 |
|
$ |
8,590,877 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Revolving line of credit |
|
$ |
195,000 |
|
$ |
313,000 |
|
|
Term loans – net |
|
|
901,345 |
|
|
898,726 |
|
|
Secured borrowing |
|
|
2,275 |
|
|
— |
|
|
Senior notes and other unsecured borrowings – net |
|
|
3,330,400 |
|
|
3,328,896 |
|
|
Accrued expenses and other liabilities |
|
|
271,902 |
|
|
272,172 |
|
|
Deferred income taxes |
|
|
13,502 |
|
|
13,599 |
|
|
Total liabilities |
|
|
4,714,424 |
|
|
4,826,393 |
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
Common stock $.10 par value authorized – 350,000 shares, issued and outstanding – 207,001 shares as of March 31, 2019 and 202,346 as of December 31, 2018 |
|
|
20,700 |
|
|
20,235 |
|
|
Common stock – additional paid-in capital |
|
|
5,240,714 |
|
|
5,074,544 |
|
|
Cumulative net earnings |
|
|
2,200,213 |
|
|
2,130,511 |
|
|
Cumulative dividends paid |
|
|
(3,875,884) |
|
|
(3,739,197) |
|
|
Accumulated other comprehensive loss |
|
|
(39,941) |
|
|
(41,652) |
|
|
Total stockholders’ equity |
|
|
3,545,802 |
|
|
3,444,441 |
|
|
Noncontrolling interest |
|
|
259,840 |
|
|
320,043 |
|
|
Total equity |
|
|
3,805,642 |
|
|
3,764,484 |
|
|
Total liabilities and equity |
|
$ |
8,520,066 |
|
$ |
8,590,877 |
|
See notes to consolidated financial statements.
2
OMEGA HEALTHCARE INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(in thousands, except per share amounts)
|
|
|
Three Months Ended |
|
||||
|
|
|
March 31, |
|
||||
|
|
|
2019 |
|
2018 |
|
||
|
Revenue |
|
|
|
|
|
|
|
|
Rental income |
|
$ |
192,177 |
|
$ |
193,949 |
|
|
Income from direct financing leases |
|
|
260 |
|
|
613 |
|
|
Mortgage interest income |
|
|
18,134 |
|
|
16,579 |
|
|
Other investment income |
|
|
11,914 |
|
|
8,527 |
|
|
Miscellaneous income |
|
|
1,203 |
|
|
531 |
|
|
Total operating revenues |
|
|
223,688 |
|
|
220,199 |
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
70,852 |
|
|
70,361 |
|
|
General and administrative |
|
|
16,133 |
|
|
16,475 |
|
|
Real estate taxes |
|
|
3,882 |
|
|
— |
|
|
Acquisition costs |
|
|
2,949 |
|
|
— |
|
|
Impairment on real estate properties |
|
|
— |
|
|
4,914 |
|
|
Impairment on direct financing leases |
|
|
7,700 |
|
|
— |
|
|
Provision for uncollectible accounts |
|
|
— |
|
|
7,814 |
|
|
Total operating expenses |
|
|
101,516 |
|
|
99,564 |
|
|
|
|
|
|
|
|
|
|
|
Other operating income |
|
|
|
|
|
|
|
|
Gain on assets sold – net |
|
|
3 |
|
|
17,500 |
|
|
Operating income |
|
|
122,175 |
|
|
138,135 |
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
Interest income and other – net |
|
|
337 |
|
|
585 |
|
|
Interest expense |
|
|
(48,100) |
|
|
(48,011) |
|
|
Interest – amortization of deferred financing costs |
|
|
(2,238) |
|
|
(2,243) |
|
|
Realized gain on foreign exchange |
|
|
26 |
|
|
59 |
|
|
Total other expense |
|
|
(49,975) |
|
|
(49,610) |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
72,200 |
|
|
88,525 |
|
|
Income tax expense |
|
|
(675) |
|
|
(543) |
|
|
Income (loss) from unconsolidated joint venture |
|
|
657 |
|
|
(49) |
|
|
Net income |
|
|
72,182 |
|
|
87,933 |
|
|
Net income attributable to noncontrolling interest |
|
|
(2,480) |
|
|
(3,713) |
|
|
Net income available to common stockholders |
|
$ |
69,702 |
|
$ |
84,220 |
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share available to common stockholders: |
|
|
|
|
|
|
|
|
Basic: |
|
|
|
|
|
|
|
|
Net income available to common stockholders |
|
$ |
0.34 |
|
$ |
0.42 |
|
|
Diluted: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
0.34 |
|
$ |
0.42 |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding, basic |
|
|
204,558 |
|
|
198,911 |
|
|
Weighted-average shares outstanding, diluted |
|
|
213,523 |
|
|
207,816 |
|
See notes to consolidated financial statements.
3
OMEGA HEALTHCARE INVESTORS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unaudited
(in thousands)
|
|
|
Three Months Ended |
|
||||
|
|
|
|
March 31, |
|
|||
|
|
|
2019 |
|
2018 |
|
||
|
Net income |
|
$ |
72,182 |
|
$ |
87,933 |
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Foreign currency translation |
|
|
4,475 |
|
|
9,869 |
|
|
Cash flow hedges |
|
|
(2,703) |
|
|
4,488 |
|
|
Total other comprehensive income |
|
|
1,772 |
|
|
14,357 |
|
|
Comprehensive income |
|
|
73,954 |
|
|
102,290 |
|
|
Comprehensive income attributable to noncontrolling interest |
|
|
(2,541) |
|
|
(4,319) |
|
|
Comprehensive income attributable to common stockholders |
|
$ |
71,413 |
|
$ |
97,971 |
|
See notes to consolidated financial statements.
4
OMEGA HEALTHCARE INVESTORS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Unaudited
(in thousands, except per share amounts)
|
|
|
Common |
|
Additional |
|
Cumulative |
|
|
|
Other |
|
Total |
|
|
|
|
||||||||
|
|
|
Stock |
|
Paid-in |
|
Net |
|
Cumulative |
|
Comprehensive |
|
Stockholders’ |
|
Noncontrolling |
|
Total |
||||||||
|
|
|
Par Value |
|
Capital |
|
Earnings |
|
Dividends |
|
Loss |
|
Equity |
|
Interest |
|
Equity |
||||||||
|
Balance at December 31, 2017 (198,309 common shares & 8,772 Omega OP Units) |
|
$ |
19,831 |
|
$ |
4,936,302 |
|
$ |
1,839,356 |
|
$ |
(3,210,248) |
|
$ |
(30,150) |
|
$ |
3,555,091 |
|
$ |
333,167 |
|
$ |
3,888,258 |
|
Cumulative effect of accounting change |
|
|
— |
|
|
— |
|
|
9,577 |
|
|
— |
|
|
— |
|
|
9,577 |
|
|
423 |
|
|
10,000 |
|
Balance at January 1, 2018 (198,309 common shares & 8,772 Omega OP Units) |
|
|
19,831 |
|
|
4,936,302 |
|
|
1,848,933 |
|
|
(3,210,248) |
|
|
(30,150) |
|
|
3,564,668 |
|
|
333,590 |
|
|
3,898,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense |
|
|
— |
|
|
4,056 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,056 |
|
|
— |
|
|
4,056 |
|
Vesting/exercising of equity compensation plan, net of tax withholdings (89 shares) |
|
|
9 |
|
|
(1,663) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,654) |
|
|
— |
|
|
(1,654) |
|
Dividend reinvestment and stock purchase plan (189 shares at an average of $25.87 per share) |
|
|
19 |
|
|
4,867 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,886 |
|
|
— |
|
|
4,886 |
|
Deferred compensation directors (8 shares at $27.43 per share) |
|
|
— |
|
|
67 |
|
|
— |
|
|
— |
|
|
— |
|
|
67 |
|
|
— |
|
|
67 |
|
Equity Shelf Program |
|
|
— |
|
|
(29) |
|
|
— |
|
|
— |
|
|
— |
|
|
(29) |
|
|
— |
|
|
(29) |
|
Common dividends declared ($0.66 per share) |
|
|
— |
|
|
— |
|
|
— |
|
|
(131,517) |
|
|
— |
|
|
(131,517) |
|
|
— |
|
|
(131,517) |
|
Redemption of Omega OP Units (3 units at $27.06 per share) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(72) |
|
|
(72) |
|
Omega OP Units distributions |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(5,885) |
|
|
(5,885) |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
9,452 |
|
|
9,452 |
|
|
417 |
|
|
9,869 |
|
Cash flow hedges |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
4,299 |
|
|
4,299 |
|
|
189 |
|
|
4,488 |
|
Net income |
|
|
— |
|
|
— |
|
|
84,220 |
|
|
— |
|
|
— |
|
|
84,220 |
|
|
3,713 |
|
|
87,933 |
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102,290 |
|
Balance at March 31, 2018 (198,595 shares & 8,769 Omega OP Units) |
|
$ |
19,859 |
|
$ |
4,943,600 |
|
$ |
1,933,153 |
|
$ |
(3,341,765) |
|
$ |
(16,399) |
|
$ |
3,538,448 |
|
$ |
331,952 |
|
$ |
3,870,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2018 (202,346 common shares & 8,714 Omega OP Units) |
|
$ |
20,235 |
|
$ |
5,074,544 |
|
$ |
2,130,511 |
|
$ |
(3,739,197) |
|
$ |
(41,652) |
|
$ |
3,444,441 |
|
$ |
320,043 |
|
$ |
3,764,484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense |
|
|
— |
|
|
4,070 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,070 |
|
|
— |
|
|
4,070 |
|
Vesting/exercising of equity compensation plan, net of tax withholdings (87 shares) |
|
|
9 |
|
|
(2,288) |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,279) |
|
|
— |
|
|
(2,279) |
|
Dividend reinvestment and stock purchase plan (892 shares at an average of $36.19 per share) |
|
|
89 |
|
|
32,196 |
|
|
— |
|
|
— |
|
|
— |
|
|
32,285 |
|
|
— |
|
|
32,285 |
|
Deferred compensation directors (9 shares at $33.95 per share) |
|
|
— |
|
|
53 |
|
|
— |
|
|
— |
|
|
— |
|
|
53 |
|
|
— |
|
|
53 |
|
Equity Shelf Program (2,221 shares at $34.46 per share, net of issuance costs) |
|
|
222 |
|
|
76,325 |
|
|
— |
|
|
— |
|
|
— |
|
|
76,547 |
|
|
— |
|
|
76,547 |
|
Vesting/exercising of Omega OP Units (9 units) |
|
|
— |
|
|
(298) |
|
|
— |
|
|
— |
|
|
— |
|
|
(298) |
|
|
298 |
|
|
— |
|
Common dividends declared ($0.66 per share) |
|
|
— |
|
|
— |
|
|
— |
|
|
(136,687) |
|
|
— |
|
|
(136,687) |
|
|
— |
|
|
(136,687) |
|
Conversion and redemption of Omega OP Units to common stock (1,446 shares at $38.92 per share) |
|
|
145 |
|
|
56,112 |
|
|
— |
|
|
— |
|
|
— |
|
|
56,257 |
|
|
(56,257) |
|
|
— |
|
Omega OP Units distributions |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(7,013) |
|
|
(7,013) |
|
Noncontrolling interest - consolidated joint venture |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
228 |
|
|
228 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
4,321 |
|
|
4,321 |
|
|
154 |
|
|
4,475 |
|
Cash flow hedges |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,610) |
|
|
(2,610) |
|
|
(93) |
|
|
(2,703) |
|
Net income |
|
|
— |
|
|
— |
|
|
69,702 |
|
|
— |
|
|
— |
|
|
69,702 |
|
|
2,480 |
|
|
72,182 |
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,954 |
|
Balance at March 31, 2019 (207,001 shares & 7,277 Omega OP Units) |
|
$ |
20,700 |
|
$ |
5,240,714 |
|
$ |
2,200,213 |
|
$ |
(3,875,884) |
|
$ |
(39,941) |
|
$ |
3,545,802 |
|
$ |
259,840 |
|
$ |
3,805,642 |
See notes to consolidated financial statements.
5
OMEGA HEALTHCARE INVESTORS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited (in thousands)
|
|
|
Three Months Ended |
|
||||
|
|
|
March 31, |
|
||||
|
|
|
2019 |
|
2018 |
|
||
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
72,182 |
|
$ |
87,933 |
|
|
Adjustment to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
70,852 |
|
|
70,361 |
|
|
Impairment on real estate properties |
|
|
— |
|
|
4,914 |
|
|
Impairment on direct financing leases |
|
|
7,700 |
|
|
— |
|
|
Provision for uncollectible accounts |
|
|
— |
|
|
7,814 |
|
|
Interest - amortization of deferred financing costs |
|
|
2,238 |
|
|
2,243 |
|
|
Accretion of direct financing leases |
|
|
10 |
|
|
33 |
|
|
Stock-based compensation expense |
|
|
4,558 |
|
|
4,056 |
|
|
Gain on assets sold – net |
|
|
(3) |
|
|
(17,500) |
|
|
Amortization of acquired in-place leases – net |
|
|
(1,826) |
|
|
(2,687) |
|
|
Effective yield receivable on mortgage notes |
|
|
(172) |
|
|
(354) |
|
|
Interest paid-in-kind |
|
|
(1,446) |
|
|
(1,891) |
|
|
Change in operating assets and liabilities – net: |
|
|
|
|
|
|
|
|
Contractual receivables |
|
|
480 |
|
|
(4,630) |
|
|
Straight-line rent receivables |
|
|
(11,292) |
|
|
(14,497) |
|
|
Lease inducements |
|
|
(9,995) |
|
|
(32,389) |
|
|
Other operating assets and liabilities |
|
|
(23,211) |
|
|
(50,506) |
|
|
Net cash provided by operating activities |
|
|
110,075 |
|
|
52,900 |
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Acquisition of real estate or other |
|
|
(5,879) |
|
|
(29,672) |
|
|
Net proceeds from sale of real estate investments |
|
|
356 |
|
|
74,745 |
|
|
Investments in construction in progress |
|
|
(30,851) |
|
|
(21,855) |
|
|
Proceeds from direct financing lease and related trust |
|
|
86,743 |
|
|
— |
|
|
Placement of mortgage loans |
|
|
(5,245) |
|
|
(6,749) |
|
|
Collection of mortgage principal |
|
|
489 |
|
|
24,797 |
|
|
Distributions from unconsolidated joint venture in excess of earnings |
|
|
1,103 |
|
|
1,880 |
|
|
Capital improvements to real estate investments |
|
|
(10,199) |
|
|
(9,596) |
|
|
Receipts from insurance proceeds |
|
|
1,376 |
|
|
1,090 |
|
|
Investments in other investments |
|
|
(8,138) |
|
|
(89,960) |
|
|
Proceeds from other investments |
|
|
42,371 |
|
|
53,873 |
|
|
Net cash provided by (used in) investing activities |
|
|
72,126 |
|
|
(1,447) |
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Proceeds from credit facility borrowings |
|
|
171,000 |
|
|
317,000 |
|
|
Payments on credit facility borrowings |
|
|
(289,000) |
|
|
(252,000) |
|
|
Receipts of other long-term borrowings |
|
|
2,275 |
|
|
— |
|
|
Payments of other long-term borrowings |
|
|
— |
|
|
(328) |
|
|
Payments of financing related costs |
|
|
— |
|
|
(8) |
|
|
Receipts from dividend reinvestment plan |
|
|
32,285 |
|
|
4,886 |
|
|
Payments for exercised options and restricted stock |
|
|
(2,279) |
|
|
(1,654) |
|
|
Net proceeds (costs) from issuance of common stock |
|
|
76,547 |
|
|
(29) |
|
|
Dividends paid |
|
|
(136,633) |
|
|
(131,449) |
|
|
Noncontrolling members' contributions to consolidated joint venture |
|
|
228 |
|
|
— |
|
|
Redemption of Omega OP Units |
|
|
— |
|
|
(72) |
|
|
Distributions to Omega OP Unit Holders |
|
| |||||