10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on May 3, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation or |
(Commission file number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(
(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 |
|
|
|
|
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.
|
|
|
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).
|
|
|
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.
|
|
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
Yes |
No ☒ |
|
|
As of April 28, 2023, there were
OMEGA HEALTHCARE INVESTORS, INC.
FORM 10-Q
March 31, 2023
|
TABLE OF CONTENTS |
||
|
|
|
Page |
|
|
||
|
|
|
|
|
Financial Statements of Omega Healthcare Investors, Inc. (Unaudited): |
|
|
|
|
2 |
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
33 |
|
|
|
|
|
49 |
||
|
|
|
|
50 |
||
|
|
|
|
|
|
||
|
|
|
|
50 |
||
|
|
|
|
50 |
||
|
|
|
|
50 |
||
|
|
|
|
51 |
||
PART I – FINANCIAL INFORMATION
Item 1 - Financial Statements
OMEGA HEALTHCARE INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
|
|
|
March 31, |
|
December 31, |
||
|
|
|
2023 |
|
2022 |
||
|
|
|
(Unaudited) |
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
Real estate assets |
|
|
|
|
|
|
Buildings and improvements |
|
$ |
|
|
$ |
|
Land |
|
|
|
|
|
|
Furniture and equipment |
|
|
|
|
|
|
Construction in progress |
|
|
|
|
|
|
Total real estate assets |
|
|
|
|
|
|
Less accumulated depreciation |
|
|
( |
|
|
( |
Real estate assets – net |
|
|
|
|
|
|
Investments in direct financing leases – net |
|
|
|
|
|
|
Real estate loans receivable – net |
|
|
|
|
|
|
Investments in unconsolidated joint ventures |
|
|
|
|
|
|
Assets held for sale |
|
|
|
|
|
|
Total real estate investments |
|
|
|
|
|
|
Non-real estate loans receivable – net |
|
|
|
|
|
|
Total investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
Restricted cash |
|
|
|
|
|
|
Contractual receivables – net |
|
|
|
|
|
|
Other receivables and lease inducements |
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
Other assets |
|
|
|
|
|
|
Total assets |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
Revolving credit facility |
|
$ |
|
|
$ |
|
Secured borrowings |
|
|
|
|
|
|
Senior notes and other unsecured borrowings – net |
|
|
|
|
|
|
Accrued expenses and other liabilities |
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
Preferred stock $ |
|
|
|
|
|
|
|
Common stock $ |
|
|
|
|
|
|
Additional paid-in capital |
|
|
|
|
|
|
Cumulative net earnings |
|
|
|
|
|
|
Cumulative dividends paid |
|
|
( |
|
|
( |
Accumulated other comprehensive income |
|
|
|
|
|
|
Total stockholders’ equity |
|
|
|
|
|
|
Noncontrolling interest |
|
|
|
|
|
|
Total equity |
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
|
|
$ |
|
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, |
||||
|
|
|
2023 |
|
2022 |
||
|
Revenues |
|
|
|
|
|
|
Rental income |
|
$ |
|
|
$ |
|
Income from direct financing leases |
|
|
|
|
|
|
Interest income |
|
|
|
|
|
|
Miscellaneous income |
|
|
|
|
|
|
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
General and administrative |
|
|
|
|
|
|
Real estate taxes |
|
|
|
|
|
|
Acquisition, merger and transition related costs |
|
|
|
|
|
|
Impairment on real estate properties |
|
|
|
|
|
|
(Recovery) provision for credit losses |
|
|
( |
|
|
|
Interest expense |
|
|
|
|
|
|
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
Other income (expense) – net |
|
|
|
|
|
( |
Loss on debt extinguishment |
|
|
( |
|
|
( |
Gain on assets sold – net |
|
|
|
|
|
|
Total other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax benefit (expense) and income from unconsolidated joint ventures |
|
|
|
|
|
|
Income tax benefit (expense) |
|
|
|
|
|
( |
Income from unconsolidated joint ventures |
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
Net income attributable to noncontrolling interest |
|
|
( |
|
|
( |
|
Net income available to common stockholders |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Earnings per common share available to common stockholders: |
|
|
|
|
|
|
|
Basic: |
|
|
|
|
|
|
Net income available to common stockholders |
|
$ |
|
|
$ |
|
|
Diluted: |
|
|
|
|
|
|
Net income available to common stockholders |
|
$ |
|
|
$ |
|
See notes to consolidated financial statements.
3
OMEGA HEALTHCARE INVESTORS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unaudited
(in thousands)
|
|
Three Months Ended |
||||
|
|
|
March 31, |
|||
|
|
2023 |
|
2022 |
||
|
Net income |
$ |
|
|
$ |
|
Other comprehensive income (loss): |
|
|
|
|
|
Foreign currency translation |
|
|
|
|
( |
Cash flow hedges |
|
( |
|
|
|
Total other comprehensive income |
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
Comprehensive income attributable to noncontrolling interest |
|
( |
|
|
( |
|
Comprehensive income attributable to common stockholders |
$ |
|
|
$ |
|
See notes to consolidated financial statements.
4
OMEGA HEALTHCARE INVESTORS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
Three Months Ended March 31, 2023 and 2022
Unaudited
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common |
|
Additional |
|
Cumulative |
|
Cumulative |
|
Other |
|
Total |
|
|
|
|
||||||||
|
|
|
Stock |
|
Paid-in |
|
Net |
|
Dividends |
|
Comprehensive |
|
Stockholders’ |
|
Noncontrolling |
|
Total |
||||||||
|
|
|
Par Value |
|
Capital |
|
Earnings |
|
Paid |
|
Income (Loss) |
|
Equity |
|
Interest |
|
Equity |
||||||||
Balance at December 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Stock related compensation |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
Issuance of common stock |
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
Common dividends declared ($ |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
|
|
— |
|
|
( |
|
|
— |
|
|
( |
Vesting/exercising of Omega OP Units |
|
|
— |
|
|
( |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
|
|
|
|
|
— |
|
Omega OP Units distributions |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
|
|
( |
Capital contribution from noncontrolling interest holder in consolidated JV |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
Other comprehensive income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Balance at March 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
|
$ |
( |
|
$ |
|
|
$ |
|
|
$ |
|
Stock related compensation |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
Issuance of common stock |
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
Repurchase of common stock |
|
|
( |
|
|
( |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
|
|
— |
|
|
( |
|
Common dividends declared ($ |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
|
|
— |
|
|
( |
|
|
— |
|
|
( |
Vesting/exercising of Omega OP Units |
|
|
— |
|
|
( |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
|
|
|
|
|
— |
|
Omega OP Units distributions |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
|
|
( |
Capital contribution from noncontrolling interest holder in consolidated JV |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
Other comprehensive income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Balance at March 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
|
$ |
|
|
$ |
|
|
$ |
||||