XNYS:OHI Omega Healthcare Investors Inc Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 10-Q
(Mark One)
 X               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012
or

___   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number 1-11316

OMEGA HEALTHCARE
INVESTORS, INC.
(Exact name of Registrant as specified in its charter)
 
Maryland
38-3041398
 
(State of incorporation)
(IRS Employer
Identification No.)
 
200 International Circle, Suite 3500, Hunt Valley, MD 21030
(Address of principal executive offices)
 
(410) 427-1700
(Telephone number, including area code)


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.
Yes   x                                           No   o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes    x                                           No   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one:)
 
  Large accelerated filer   x Accelerated filer   o Non-accelerated filer   o Smaller reporting company   o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes   o                                           No   x

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of April 30, 2012.
 
Common Stock, $.10 par value 105,802,180
(Class) (Number of shares)
 
 
 

 
 
OMEGA HEALTHCARE INVESTORS, INC.
FORM 10-Q
March 31, 2012

TABLE OF CONTENTS
   
Page
No.
PART I
Financial Information
 
     
Item 1.
Financial Statements:
 
   
 
2
     
   
 
3
     
   
 
4
     
   
 
5
     
   
 
6
     
Item 2.
 
 
24
     
Item 3.
37
     
Item 4.
37
     
PART II
Other Information
 
     
Item 1.
39
     
Item 1A.
39
     
Item 6.
40

 
 

 

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements
 
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)

   
March 31,
   
December 31,
 
   
2012
   
2011
 
   
(Unaudited)
       
ASSETS
           
Real estate properties
           
Land and buildings
  $ 2,529,617     $ 2,537,039  
Less accumulated depreciation
    (494,936 )     (470,420 )
Real estate properties – net
    2,034,681       2,066,619  
Mortgage notes receivable – net
    239,901       238,675  
      2,274,582       2,305,294  
Other investments – net
    45,966       52,957  
      2,320,548       2,358,251  
Assets held for sale – net
    8,090       2,461  
Total investments
    2,328,638       2,360,712  
                 
Cash and cash equivalents
    2,717       351  
Restricted cash
    34,393       34,112  
Accounts receivable – net
    106,741       100,664  
Other assets
    66,314       61,473  
Total assets
  $ 2,538,803     $ 2,557,312  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Revolving line of credit
  $ 27,000     $ 272,500  
Secured borrowings
    302,221       303,610  
Unsecured borrowings – net
    1,200,783       975,290  
Accrued expenses and other liabilities
    125,916       127,428  
Total liabilities
    1,655,920       1,678,828  
                 
Stockholders’ equity:
               
Common stock $.10 par value 200,000 shares authorized ––                
104,766 shares as of March 31, 2012 and 103,410                 
as of December 31, 2011 issued and outstanding
    10,477       10,341  
Common stock – additional paid-in-capital
    1,492,147       1,471,381  
Cumulative net earnings
    659,514       633,430  
Cumulative dividends paid
    (1,279,255 )     (1,236,668 )
Total stockholders’ equity
    882,883       878,484  
Total liabilities and stockholders’ equity
  $ 2,538,803     $ 2,557,312  
 
See notes to consolidated financial statements.

 
 
2

 
 
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(in thousands, except per share amounts)

   
Three Months Ended
 
   
March 31,
 
   
2012
   
2011
 
Revenue
           
Rental income
  $ 75,975     $ 66,337  
Mortgage interest income
    7,336       3,498  
Other investment income – net
    1,130       641  
Miscellaneous
    74       -  
Total operating revenues
    84,515       70,476  
                 
Expenses
               
Depreciation and amortization
    27,147       25,218  
General and administrative
    5,526       5,226  
Acquisition costs
    105       45  
Impairment loss on real estate properties
    272       24,971  
Nursing home expenses of owned and operated assets
    -       230  
Total operating expenses
    33,050       55,690  
                 
Income before other income and expense
    51,465       14,786  
Other income (expense)
               
Interest income
    7       11  
Interest expense
    (22,967 )     (20,000 )
Interest – amortization of deferred financing costs
    (629 )     (694 )
Interest – refinancing costs
    (7,108 )     (16 )
Total other expense
    (30,697 )     (20,699 )
                 
Income (loss) before gain on assets sold
    20,768       (5,913 )
Gain on assets sold – net
    5,316       -  
Net income (loss)
    26,084       (5,913 )
Preferred stock dividends
    -       (1,691 )
Preferred stock redemption
    -       (3,472 )
Net income (loss) available to common stockholders
  $ 26,084     $ (11,076 )
                 
Income (loss) per common share available to common shareholders:
               
Basic:
               
Net income (loss)
  $ 0.25     $ (0.11 )
Diluted:
               
Net income (loss)
  $ 0.25     $ (0.11 )
                 
Dividends declared and paid per common share
  $ 0.41     $ 0.37  
                 
Weighted-average shares outstanding, basic
    103,754       100,074  
Weighted-average shares outstanding, diluted
    104,012       100,086  
 
See notes to consolidated financial statements.
 
 
 
3

 
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
Unaudited
(in thousands, except per share amounts)

   
 
 
Common
Stock Par
Value
   
 
 
 
Additional
Paid-in Capital
   
 
 
 
Cumulative
Net Earnings
   
 
 
 
Cumulative
Dividends
   
 
 
 
 
Total
 
                               
Balance at December 31, 2011 (103,410 common shares)
  $ 10,341     $ 1,471,381     $ 633,430     $ (1,236,668 )   $ 878,484  
Issuance of common stock:
                                       
Grant of restricted stock to company executives (428 shares)
    43       (43 )                  
Grant of restricted stock (13 shares at $20.29 per share)
    1       (1 )                  
Amortization of restricted stock
          1,470                   1,470  
Dividend reinvestment plan (665 shares at $21.42 per share)
    66       14,158                   14,224  
Grant of stock as payment of directors fees (2 shares at an average of $21.49 per share)
    1       37                   38  
Equity Shelf Program (249 shares at $21.38 per share, net of issuance costs)
    25       5,145                   5,170  
Net income
                26,084             26,084  
Common dividends ($0.41 per share).
                      (42,587 )     (42,587 )
                                         
Balance at March 31, 2012 (104,766 common shares)
  $ 10,477     $ 1,492,147     $ 659,514     $ (1,279,255 )   $ 882,883  
 
See notes to consolidated financial statements.
 
 
 
4

 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited (in thousands)
 
   
Three Months Ended
March 31,
 
   
2012
   
2011
 
Cash flows from operating activities
           
Net income (loss)
  $ 26,084     $ (5,913 )
Adjustment to reconcile net income (loss) to cash provided by operating activities:
               
Depreciation and amortization
    27,147       25,218  
Impairment on real estate properties
    272       24,971  
Amortization of deferred financing and refinancing costs
    7,737       694  
Restricted stock amortization expense
    1,485       1,479  
(Gain) loss on assets sold – net
    (5,316 )      
Amortization of acquired in-place leases - net
    (1,426 )     (1,616 )
Other
    (38 )     (38 )
Change in operating assets and liabilities – net of amounts assumed/acquired:
               
Accounts receivable, net
    176       (93 )
Straight-line rent
    (6,541 )     (3,403 )
Lease inducement
    842       755  
Effective yield receivable on mortgage notes
    (554 )     (421 )
Other operating assets and liabilities
    (324 )     (2,829 )
Operating assets and liabilities for owned and operated properties
          (98 )
Net cash provided by operating activities
    49,544       38,706  
Cash flows from investing activities
               
Acquisition of real estate – net of liabilities assumed and escrows acquired
    (1,852 )      
Placement of mortgage loans
    (1,309 )     (1,749 )
Proceeds from sale of real estate investments
    14,068        
Capital improvements and funding of other investments
    (7,985 )     (4,325 )
Proceeds from other investments
    8,060       980  
Investments in other investments
    (1,069 )     (593 )
Collection of mortgage principal – net
    119       20  
Net cash provided by (used in) investing activities
    10,032       (5,667 )
Cash flows from financing activities
               
Proceeds from credit facility borrowings
    45,000       117,000  
Payments on credit facility borrowings
    (290,500 )     (48,000 )
Receipts of other long-term borrowings
    400,000        
Payments of other long-term borrowings
    (176,007 )     (604 )
Payments of financing related costs
    (12,517 )     (534 )
Receipts from dividend reinvestment plan
    14,224       17,525  
Net proceeds from issuance of common stock
    5,170       28,108  
Payments from exercised options and restricted stock – net
          (1,254 )
Dividends paid
    (42,580 )     (40,268 )
Redemption of preferred stock
          (108,552 )
Net cash used in financing activities
    (57,210 )     (36,579 )
                 
Increase (decrease) in cash and cash equivalents
    2,366       (3,540 )
Cash and cash equivalents at beginning of period
    351       6,921  
Cash and cash equivalents at end of period
  $ 2,717     $ 3,381  
Interest paid during the period, net of amounts capitalized
  $ 22,163     $ 16,896  
 
See notes to consolidated financial statements.
 
 
 
5

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
March 31, 2012

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Business Overview
 
Omega Healthcare Investors, Inc. (“Omega” or the “Company”) has one reportable segment consisting of investments in healthcare-related real estate properties.  Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”) located in the United States.  Our core portfolio consists of long-term leases and mortgage agreements.  All of our leases are “triple-net” leases, which require the tenants to pay all property-related expenses.  Our mortgage revenue derives from fixed-rate mortgage loans, which are secured by first mortgage liens on the underlying real estate and personal property of the mortgagor.

Basis of Presentation

The accompanying unaudited consolidated financial statements for Omega 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.  We have evaluated all subsequent events through the date of the filing of this Form 10-Q. 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.

Our consolidated financial statements include the accounts of (i) Omega, (ii) all direct and indirect wholly owned subsidiaries of Omega, and (iii) TC Healthcare (“TC Healthcare”), an entity and interim operator created to operate the 15 facilities we assumed as a result of the bankruptcy of one of our former tenants/operators.  Thirteen of these facilities were transitioned from TC Healthcare to a new tenant/operator on September 1, 2008.  The two remaining facilities were transitioned to the new tenant/operator on June 1, 2010 upon approval by state regulators of the operating license transfer, and as of such date, TC Healthcare no longer operates these facilities.  All inter-company accounts and transactions have been eliminated in consolidation of the financial statements.

Accounts Receivable
 
Accounts receivable includes: contractual receivables, effective yield interest receivables, straight-line rent receivables and lease inducements, net of an estimated provision for losses related to uncollectible and disputed accounts.  Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements.  Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line 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 or renewal of the lease and will be amortized as a reduction of rental revenue over the non cancellable lease term.  On a quarterly basis, we review the collection of our contractual payments and determine the appropriateness of our allowance for uncollectible contractual rents.  In the case of a lease recognized on a straight-line basis or existence of lease inducements, we generally provide an allowance for straight-line accounts receivable or the lease inducements when certain conditions or indicators of adverse collectability are present.

 
6

 
 
A summary of our net receivables by type is as follows:

   
March 31,
   
December 31,
 
   
2012
   
2011
 
   
(in thousands)
 
             
Contractual receivables
  $ 4,810     $ 4,683  
Effective yield interest receivables
    1,895       1,341  
Straight-line receivables
    80,110       73,604  
Lease inducements
    21,835       22,677  
Allowance
    (1,909 )     (1,641 )
Accounts receivable – net
  $ 106,741     $ 100,664  
 
 
We continuously evaluate the payment history and financial strength of our operators and have historically established allowance reserves for straight-line rent adjustments for operators that do not meet our requirements.  We consider factors such as payment history and the operator’s financial condition as well as current and future anticipated operating trends when evaluating whether to establish allowance reserves.


NOTE 2 – PROPERTIES AND INVESTMENTS
 
In the ordinary course of our business activities, we periodically evaluate investment opportunities and extend credit to customers.  We also regularly engage in lease and/or loan extensions and modifications. Additionally, we actively monitor and manage our investment portfolio with the objectives of improving credit quality and increasing investment returns.  In connection with our portfolio management, we may engage in various collection and foreclosure activities.

If we acquire real estate pursuant to a foreclosure or bankruptcy proceeding, the assets will initially be included on the consolidated balance sheet at the lower of cost or estimated fair value (see Note 3 Owned and Operated Assets).

Leased Property
 
Our leased real estate properties, represented by 381 SNFs, 10 assisted living facilities (“ALFs”) and five specialty facilities at March 31, 2012, are leased under provisions of single or master leases with initial terms typically ranging from 5 to 15 years, plus renewal options.  Substantially all of our leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of three methods depending on specific provisions of each lease as follows: (i) a specific annual percentage increase over the prior year’s rent, generally 2.5%; (ii) an increase based on the change in pre-determined formulas from year to year (i.e., such as increases in the Consumer Price Index (“CPI”)); or (iii) specific dollar increases over prior years.  Under the terms of the leases, the lessee is responsible for all maintenance, repairs, taxes and insurance on the leased properties.

2011 Acquisitions

Capital Funding Group, Inc.
 
On December 23, 2011, we purchased 17 SNFs from affiliates of Capital Funding Group, Inc. (“CFG”), a new operator to Omega, for an aggregate purchase price of $128 million.  The acquisition consisted of the assumption of $71 million of indebtedness guaranteed by the Department of Housing and Urban Development (“HUD”) and $57 million in cash.

The $71 million of assumed HUD debt is comprised of 15 HUD mortgage loans with a blended interest rate of 5.70% and maturities between October 2029 and July 2044.

 
7

 
 
The 17 SNFs, representing 1,820 available beds, are located in Arkansas (12), Colorado (1), Florida (1), Michigan (2) and Wisconsin (1). The transaction involved two separate master lease agreements covering all 17 SNFs.
 
We allocated approximately $129.9 million consisting of land ($9.0 million), buildings and site improvements ($111.5 million) and furniture and fixtures ($9.4 million).  We recorded approximately $1.9 million of fair value adjustment related to the above market debt assumed based on the terms of comparable debt.  We estimate amortization will be approximately $0.1 million per year over the next five years. We have not recorded goodwill in connection with this transaction.

Persimmon Ventures, LLC and White Pine Holdings, LLC
 
During the fourth quarter of 2011, we completed $86 million of combined new investments with affiliates of Persimmon Ventures, LLC and White Pine Holding, LLC (“White Pine”), both new operators to Omega.  The investments involved a purchase / lease back transaction and a mortgage transaction.  The combined transaction consists of 7 facilities and 938 beds.

Purchase / Lease Back Transaction
 
We purchased four SNFs located in Maryland (3) and West Virginia (1), totaling 586 beds for a total investment of $61 million, including approximately $1 million to complete renovations at one facility.  The consideration consisted of $31 million in cash and the assumption of $30 million in HUD – guaranteed indebtedness, which bears an interest rate of 4.87% (weighted-average) and matures between March 2036 and September 2040.

Acquisition costs related to the CFG and White Pine acquisitions were approximately $1.2 million in 2011.

Mortgage Transaction

We entered into a first mortgage loan with White Pine in the amount of $25 million secured by a lien on three SNFs, totaling 352 beds, all located in Maryland.

The overall combined transaction totaled $86 million, consisting of $56 million in cash and $30 million in assumed HUD indebtedness, with a combined initial annual yield of approximately 10%.
 
We allocated approximately $62.7 million consisting of land ($4.4 million), buildings and site improvements ($55.0 million) and furniture and fixtures ($3.3 million).  One of the facilities acquired in connection with this transaction on December 30, 2011 is in the process of being renovated.  We recorded approximately $3.0 million of fair value adjustment related to the above market debt assumed based on the terms of comparable debt.  We estimate amortization will be approximately $0.2 million per year over the next five years. We have not recorded goodwill in connection with this transaction.

 
8

 
 
The facilities acquired from White Pine and affiliates of CFG in the fourth quarter of 2011 are included in our results of operations from the date of acquisition.  The following unaudited pro forma results of operations reflect each of the White Pine and affiliates of CFG transactions as if they occurred on January 1, 2011.  In the opinion of management, all significant necessary adjustments to reflect the effect of the acquisitions have been made.  The following pro forma information is not indicative of future operations.

   
Pro Forma
 
   
Three Months Ended
 
   
March 31,
 
   
2012
   
2011
 
   
(in thousands, except per share amount, unaudited)
 
       
Revenues
  $ 84,515     $ 75,784  
Net income (loss) available to common stockholders
    26,084       (9,785 )
                 
Earnings per share – diluted:
               
Net income (loss) available to common stockholders – as reported
  $ 0.25     $ (0.11 )
Net income (loss) available to common stockholders – pro forma
    0.25       (0.10 )
 
 
Connecticut Properties

In January 2011, at our request, a complaint was filed by the State of Connecticut, Commissioner of Social Services (the “State”) against the licensees/operators of four Connecticut SNFs, seeking the appointment of a receiver.  The facilities were leased and operated by affiliates of FC/SCH Capital, LLC (“FC/SCH”) and were managed by Genesis Healthcare (“Genesis”), and had approximately 472 licensed beds as of March 31, 2011.  The Superior Court, Judicial District of Hartford, Connecticut (the “Court”) appointed a receiver.
 
The receiver was responsible for (i) operating the facilities and funding all operational expenses incurred after the appointment of the receiver and (ii) for providing the Court with recommendations regarding the facilities.  In March 2011, the receiver moved to close all four SNFs and we objected.  At the hearing held on April 21, 2011, we stated our position that the receiver failed to comply with the statutory requirements prior to recommending the facilities’ closure.  In addition, alternative operators expressed interest in operating several of the facilities.  On April 27, 2011, the Court granted the receiver’s motion and ordered the facilities closed.

We timely filed our notice of appeal, taking the position that the Court's Order was final and appealable, and erroneous.  Following our notice of appeal, we negotiated a stipulation with the State and the receiver which afforded it significant concessions.  Those concessions included: (a) an agreed recognition of us as a secured lienholder with a priority claim, (b) an accelerated timeframe for the (i) allocation by the receiver of collected funds between pre- and post- receivership periods, and (ii) disbursement to us of pre-receivership funds collected, and (c) an agreement by the State that it would forego its right to seek recoupment of pre-receivership funds as reimbursement for post-receivership advances.  In exchange for these concessions (among others), we withdrew our appeal.
 
As a result of these developments, during the three months ended March 31, 2011, we recorded an impairment charge of $24.4 million to reduce the carrying values of the Connecticut SNFs to their estimated fair values.  We estimated the fair value of these facilities based on the facilities’ potential sales value assuming that the facilities would not be used as skilled nursing facilities.  As of November 1, 2011, all of the residents of the four facilities have been relocated and the receiver has surrendered possession of all of the facilities to us.  We are actively marketing the facilities for sale (for purposes other than the provision of skilled nursing care).

 
9

 
 
FC/SCH Facilities
 
During the second quarter of 2011, we entered into a master transition agreement (“2011 MTA”) with one of our current lessee/operators and a third party lessee/operator to transition the facilities from the current operator to the new operator.  The 2011 MTA closing is subject to receipt of healthcare regulatory approvals from several states for the operating license transfer from the current operator to the new operator.  On January 1, 2012, regulatory approval was provided and the former lease was terminated and a new operator entered into a new twelve-year master lease for the facilities.  As a result of the 2011 MTA, during the second quarter of 2011, we evaluated the recoverability of the straight-line rent and lease inducements associated with the current lease and recorded a $4.1 million provision for uncollectible accounts associated with straight-line receivables and lease inducements.

Assets Sold or Held for Sale

Assets Sold

On January 13, 2012, we sold a SNF in Indiana for approximately $3.1 million resulting in a gain of approximately $0.3 million.

On March 23, 2012, an operator in Alaska exercised its purchase option and purchased a SNF for approximately $11.0 million.  We recognized a gain of approximately $5.1 million in this transaction.

Held for Sale
 
During the first quarter of 2012, we recorded a $0.1 million impairment charge to reduce the carrying value of a SNF in Arkansas to its estimated fair value less cost to sell and simultaneously classified the facility as held-for-sale.  Also during the first quarter of  2012, we recorded a $0.1 million impairment charge to reduce the carrying value of a held-for-sale facility that was sold during the quarter.

At March 31, 2012, we had seven SNFs and one parcel of land classified as held-for-sale with an aggregate net book value of approximately $8.1 million.

Mortgage Notes Receivable
 
Our mortgage notes receivable relate to 12 fixed-rate mortgages on 32 long-term care facilities and one construction mortgage on a facility currently under construction.  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 five (5) states, which are operated by six (6) independent healthcare operating companies.  We monitor compliance with mortgages and when necessary have initiated collection, foreclosure and other proceedings with respect to certain outstanding loans.  As of March 31, 2012, none of our mortgages were in default or in foreclosure proceedings.  Where appropriate, the mortgage properties are generally cross-collateralized with the master lease agreement.
 
Mortgage interest income is recognized as earned over the terms of the related mortgage notes, using the effective yield method.  Allowances are provided against earned revenues from mortgage interest when collection of amounts due becomes questionable or when negotiations for restructurings of troubled operators lead to lower expectations regarding ultimate collection.  When collection is uncertain, mortgage interest income on impaired mortgage loans is recognized as received after taking into account application of security deposits.

 
10

 

NOTE 3 – OWNED AND OPERATED ASSETS
 
In November 2007, affiliates of Haven Healthcare (“Haven”), one of our former operators/lessees/mortgagors, operated under Chapter 11 bankruptcy protection.  Commencing in February 2008, the assets of the Haven facilities were marketed for sale via an auction process to be conducted through proceedings established by the bankruptcy court.  The auction process failed to produce a qualified buyer.  As a result, and pursuant to our rights as ordered by the bankruptcy court, Haven moved the bankruptcy court to authorize us to credit bid certain of the indebtedness that it owed to us in exchange for taking ownership of and transitioning certain of its assets to a new entity in which we have a substantial ownership interest, all of which was approved by the bankruptcy court on July 4, 2008.  Effective July 7, 2008, we took ownership and/or possession of 15 facilities previously operated by Haven.  TC Healthcare, a new entity and an interim operator, in which we have a substantial economic interest, began operating these facilities on our behalf through an independent contractor.
 
On August 6, 2008, we entered into a Master Transaction Agreement (“2008 MTA”) with affiliates of FC/SCH whereby FC/SCH agreed (subject to certain closing conditions, including the receipt of licensure) to lease 14 SNFs and one ALF facility under a master lease.  These facilities were formerly leased to Haven.
 
Effective September 1, 2008, we completed the operational transfer of 12 SNFs and one ALF to affiliates of FC/SCH, in accordance with the terms of the 2008 MTA.  These 13 facilities are located in Connecticut (5), Rhode Island (4), New Hampshire (3) and Massachusetts (1).  As part of the transaction, Genesis has entered into a long-term management agreement with FC/SCH to oversee the day-to-day operations of each of these facilities. The two remaining facilities in Vermont, which were operated by TC Healthcare until May 31, 2010, were transferred to FC/SCH upon licensure from the state of Vermont.  As a result of the transition of the operations to FC/SCH, we no longer operate any owned and operated facilities, effective June 1, 2010.  Our consolidated financial statements include the results of operations of Vermont facilities from July 7, 2008 to May 31, 2010.

Nursing home revenues and expenses, included in our consolidated financial statements that relate to such owned and operated assets are set forth in the tables below.

   
Three Months Ended
 
   
March 31,
 
   
2012
   
2011
 
   
(in thousands)
 
Nursing home revenues
  $     $  
                 
Nursing home expenses
          230  
Loss from nursing home operations
  $     $ (230 )


NOTE 4 – CONCENTRATION OF RISK
 
As of March 31, 2012, our portfolio of real estate investments consisted of 435 healthcare facilities, located in 33 states and operated by 47 third-party operators.  Our gross investment in these facilities, net of impairments and before reserve for uncollectible loans, totaled approximately $2.8 billion at March 31, 2012, with approximately 99% of our real estate investments related to long-term care facilities.  This portfolio is made up of 381 SNFs, 10 ALFs, five specialty facilities, fixed rate mortgages on 32 SNFs, and seven SNFs and a parcel of land that are held-for-sale.  At March 31, 2012, we also held miscellaneous investments of approximately $46.0 million, consisting primarily of secured loans to third-party operators of our facilities.
 
At March 31, 2012, we had investments with one operator that exceeded 10% of our total investment: affiliates and/or subsidiaries of CommuniCare Health Services (“CommuniCare”) (12%).  The two states in which we had our highest concentration of investments were Florida (22%) and Ohio (13%) at March 31, 2012.
 
 
11

 
 
For the three-month period ended March 31, 2012, our revenues from operations totaled $84.5 million, of which approximately $10.9 million was from CommuniCare (13%) and $8.5 million was from Sun Healthcare (“Sun”) (10%).  No other operator generated more than 10% of our revenues from operations for the three-month period ended March 31, 2012.
 
Sun is subject to the reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited interim financial information.  Sun’s filings with the SEC can be found at the SEC’s website at www.sec.gov.  We are providing this data for information purposes only, and we undertake no responsibility for Sun’s filings.


NOTE 5 – DIVIDENDS

Common Dividends
 
On April 17, 2012, the Board of Directors declared a common stock dividend of $0.42 per share, increasing the quarterly common dividend by $0.01 per share over the prior quarter, to be paid May 15, 2012 to common stockholders of record on April 30, 2012.
 
On January 13, 2012, the Board of Directors declared a common stock dividend of $0.41 per share, increasing the quarterly common dividend by $0.01 per share over the prior quarter, that was paid February 15, 2012 to common stockholders of record on January 31, 2012.


NOTE 6 – TAXES
 
So long as we qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code (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.  On a quarterly and annual basis, we test our compliance within the REIT taxation rules to ensure that we were in compliance with the rules.
 
Subject to the limitation under the REIT asset test rules, we are permitted to own up to 100% of the stock of one or more taxable REIT subsidiaries (“TRSs”).  Currently, we have one TRS that is taxable as a corporation and that pays federal, state and local income tax on its net income at the applicable corporate rates.  As of March 31, 2012, the TRS had a net operating loss carry-forward of $1.1 million.  The loss carry-forward is fully reserved with a valuation allowance as we concluded it was more-likely-than-not that the deferred tax asset would not be realized.

 
12

 

NOTE 7 – STOCK-BASED COMPENSATION

The following is a summary of our stock-based compensation expense for the three- month periods ended March 31, 2012 and 2011, respectively:

   
Three Months Ended March 31,
 
   
2012
   
2011
 
   
(in thousands)
 
             
Stock-based compensation expense
  $ 1,485     $ 1,479  
 
 
2011 Stock Awards
 
Effective January 2011, we granted 428,503 shares of restricted stock and 496,977 performance restricted stock units (“PRSUs”) to six employees.  Effective January 2012, we granted 124,244 PRSUs to six employees.

Restricted Stock Awards

The restricted stock awards vest 100% on December 31, 2013, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company.  As of March 31, 2012, no shares of restricted stock have vested under these restricted stock awards.

Performance Restricted Stock Units
 
Effective January 1, 2011, we awarded three types of PRSUs to the six employees: (i) 124,244 annual total shareholder return (“TSR”) PRSUs for the year ended December 31, 2011 (“2011 Annual TSR PRSUs”); (ii) 279,550 multi-year absolute TSR PRSUs and (iii) 93,183 multi-year relative TSR PRSUs.  On January 1, 2012, we awarded to the six employees 124,244 annual TSR PRSUs for the year ended December 31, 2012 (“2012 Annual TSR PRSUs”).

Annual TSR PRSUs
 
The number of shares earned under the annual TSR PRSUs depends generally on the level of achievement of TSR for the year.  The annual TSR PRSUs vest on December 31 of the year, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company.  The 2011 Annual TSR PRSUs were forfeited because the required TSR for 2011 was not achieved.

Multi-year Absolute TSR PRSUs
 
The number of shares earned under the multi-year absolute TSR PRSUs depends generally on the level of achievement of TSR for the three-years ending December 31, 2013.  The multi-year absolute TSR PRSUs vest 25% on the last day of each calendar quarter in 2014, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company.

Multi-year Relative TSR PRSUs
 
The number of shares earned under the multi-year relative TSR PRSUs depends generally on the level of achievement of TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index for the three-years ending December 31, 2013.  The multi-year relative TSR PRSUs vest 25% on the last day of each calendar quarter in 2014, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company.

 
13

 
 
The PRSU awards have varying degrees of performance requirements to achieve vesting, and each PRSU award represents the right to a variable number of shares of common stock and related dividend equivalents based on dividends paid to stockholders during the applicable performance period.

As of March 31, 2012, none of these PRSUs are vested or earned.

The following table summarizes our total unrecognized compensation cost as of March 31, 2012 associated with outstanding restricted stock and PRSU awards to employees:

   
Shares/
Units
   
Grant Date
Average Fair
Value Per
Unit/ Share
   
Total
Compensation
Cost
(in millions)
 
Weighted
Average
Period of
Expense
Recognition
(in months)
   
Unrecognized
Compensation
Cost
(in millions)
     
Restricted stock
    428,503       $22.44       $9.6       36       $5.6  
2012 Annual PRSUs
    124,244       $9.61       1.2       12       0.9  
Multi-year absolute TSR PRSUs
    279,550       $11.06       3.1       44       2.1  
Multi-year relative TSR PRSUs
    93,183       $12.26       1.1       44       0.8  
Total
    925,480       $15.64       $15.0               $9.4  
 
 
We used a Monte Carlo model to estimate the fair value for PRSUs granted to the employees in January 2011 and January 2012.
 
Director Grants
 
As of March 31, 2012, we had 30,999 shares of restricted stock outstanding to directors.  The directors’ restricted shares are scheduled to vest over the next three years.  As of March 31, 2012, the unrecognized compensation cost associated with the directors is approximately $0.5 million.

 
 
14

 

NOTE 8 – FINANCING ACTIVITIES AND BORROWING ARRANGEMENTS

Secured and Unsecured Borrowings

The following is a summary of our long-term borrowings:

         
Current
 
March 31,
   
December 31,
 
   
Maturity
   
Rate
 
2012
   
2011
 
               
(in thousands)
 
Secured borrowings:
                       
HUD Berkadia mortgages (1)
  2036 - 2040       6.61 %   $ 64,131     $ 64,533  
HUD Capital Funding mortgages
  2040 - 2045       4.85 %     132,524       133,061  
HUD White Pine mortgages (1)
  2036 - 2040       4.87 %     32,610       32,813  
HUD Affiliates of CFG mortgages(1)
  2029 - 2044       5.70 %     72,956       73,203  
Total secured borrowings
                  302,221       303,610  
                               
Unsecured borrowings:
                             
Revolving line of credit
  2015       3.00 %   $ 27,000     $ 272,500  
                               
2016 Notes
  2016       7.0 %           175,000  
2020 Notes
  2020       7.5 %     200,000       200,000  
2022 Notes
  2022       6.75 %     575,000       575,000  
2024 Notes
  2024       5.875 %     400,000        
Subordinated debt
  2021       9.0 %     21,175       21,219  
                    1,196,175       971,219  
Premium - net
                  4,608       4,071  
Total unsecured borrowings
                  1,227,783       1,247,790  
Totals net 
                $ 1,530,004     $ 1,551,400  
 
(1)
Reflects the weighted average interest rate on the mortgages.

Bank Credit Agreements
 
At March 31, 2012, we had $27.0 million outstanding under our $475 million unsecured revolving credit facility (the “2011 Credit Facility”), and no letters of credit outstanding, leaving availability of $448.0 million.
 
The 2011 Credit Facility matures on August 17, 2015.  The 2011 Credit Facility includes an “accordion feature” that permits us to expand our borrowing capacity to $600 million.
 
The 2011 Credit Facility is priced at LIBOR plus an applicable percentage (ranging from 225 basis points to 300 basis points) based on our consolidated leverage.  In the event the Company achieves at least two investment grade ratings from Standard & Poor’s, Moody’s and/or Fitch Ratings, the 2011 Credit Facility will be priced at LIBOR plus an applicable percentage ranging from 150 basis points to 210 basis points (including a facility fee).  The Company’s applicable percentage above LIBOR was 275 basis points at March 31, 2012 under the 2011 Credit Facility.  The 2011 Credit Facility is used for acquisitions and general corporate purposes.

The 2011 Credit Facility contains customary affirmative and negative covenants, including, without limitation, limitations on indebtedness; limitations on investments; limitations on liens; limitations on mergers and consolidations; limitations on sales of assets; limitations on transactions with affiliates; limitations on negative pledges; limitations on prepayment of debt; limitations on use of proceeds; limitations on changes in lines of business; limitations on repurchases of the Company’s capital stock if a default or event of default occurs; and maintenance of REIT status.  In addition, the 2011 Credit Facility contains financial covenants including, without limitation, those relating to maximum total leverage, maximum secured leverage, maximum unsecured leverage, minimum fixed charge coverage, minimum consolidated tangible net worth, minimum unsecured debt yield, minimum unsecured interest coverage and maximum distributions. As of March 31, 2012, we were in compliance with all affirmative and negative covenants, including financial covenants.

 
15

 
 
Issuance of $400 Million 5.875% Senior Notes due 2024
 
On March 19, 2012, we issued $400 million aggregate principal amount of our 5.875% Senior Notes due 2024, or the 2024 Notes.  The 2024 Notes mature on March 15, 2024 and pay interest semi-annually on March 15 and September 15 of each year, commencing on September 15, 2012.
 
We may redeem the 2024 Notes, in whole at any time or in part from time to time, at redemption prices of 102.938%, 101.958% and 100.979% of the principal amount thereof if the redemption occurs during the 12-month periods beginning on March 15 of the years 2017, 2018 and 2019, respectively, and at a redemption price of 100% of the principal amount thereof on and after March 15, 2020, in each case, plus any accrued and unpaid interest to the redemption date.  In addition, until March 15, 2015 we may redeem up to 35% of the 2024 Notes with the net cash proceeds of one or more public equity offerings at a redemption price of 105.875% of the principal amount of the 2024 Notes to be so redeemed, plus any accrued and unpaid interest to the redemption date.  If we undergo a change of control, we may be required to offer to purchase the notes from holders at a purchase price equal to 101% of the principal amount plus accrued interest.
 
The 2024 Notes were sold at an issue price of 100% of the principal amount. We used the net proceeds of the offering to fund the tender offer and consent solicitation for the 2016 Notes (described below), to fund the redemption of the untendered 2016 Notes (described below) and to repay a portion of our indebtedness outstanding under our $475 million senior unsecured revolving credit facility.  As of March 31, 2012, our subsidiaries that are not guarantors of the 2024 Notes accounted for approximately $522 million of our total assets.

$175 Million 7% Senior Notes due 2016 Tender Offer and Redemption
 
On March 5, 2012, we commenced a tender offer to purchase for cash any and all of our outstanding $175 million aggregate principal amount of 7% Senior Notes due 2016, or the 2016 Notes, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated March 5, 2012.  Pursuant to the terms of the tender offer, on March 19, 2012, we purchased $168.9 million aggregate principal amount of the 2016 Notes.
 
On March 27, 2012, pursuant to the terms of the indenture governing the 2016 Notes, we redeemed the remaining $6.1 million aggregate principal amount of the 2016 Notes at a redemption price of 102.333% of their principal amount, plus accrued and unpaid interest up to the redemption date. Following redemption, the 2016 Notes, the indenture governing the 2016 Notes and the related guarantees were terminated.
 
The redemption resulted in approximately $7.1 million of redemption related cost and write-offs, including $4.5 million in payments made to bondholders for early redemption, $2.2 million of write-offs associated with deferred costs and $0.4 million of expenses associated with the tender and redemption.

$140 Million Equity Shelf Program

For the three months ended March 31, 2012, approximately 0.2 million shares of our common stock were issued through our $140 million Equity Shelf Program (the “2010 ESP”) for net proceeds of approximately $5.2 million, net of $0.1 million of commissions.

 
16

 

Dividend Reinvestment and Common Stock Purchase Plan

For the three-month period ended March 31, 2012, approximately 0.7 million shares of our common stock were issued through our Dividend Reinvestment and Common Stock Purchase Program for net proceeds of approximately $14.2 million.


NOTE 9 – FINANCIAL INSTRUMENTS

At March 31, 2012 and December 31, 2011, the carrying amounts and fair values of our financial instruments were as follows:

   
2012
   
2011
 
   
Carrying
Amount
   
Fair
Value
   
Carrying
Amount
   
Fair
Value
 
Assets:
 
(in thousands)
 
Cash and cash equivalents
  $ 2,717     $ 2,717     $ 351     $ 351  
Restricted cash
    34,393       34,393       34,112       34,112  
Mortgage notes receivable – net
    239,901       243,243       238,675       241,494  
Other investments – net
    45,966       42,481       52,957       48,903  
Totals
  $ 322,977     $ 322,834     $ 326,095     $ 324,860  
Liabilities:
                               
Revolving line of credit
  $ 27,000     $ 27,000     $ 272,500     $ 272,500  
7.00% Notes due 2016 – net
                174,376       186,398  
7.50% Notes due 2020 – net
    197,288       224,027       197,202       216,114  
6.75% Notes due 2022 – net
    582,320       641,811       582,493       582,684  
5.875% Notes due 2024 – net
    400,000       395,893              
HUD debt
    302,221       372,713       303,610       321,949  
Subordinated debt
    21,175       24,897       21,219       23,198  
Totals
  $ 1,530,004     $ 1,686,341     $ 1,551,400     $ 1,602,843  


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 2011 Annual Report on Form 10-K).  The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts.

The following methods and assumptions were used in estimating fair value disclosures for financial instruments.

 
Cash and cash equivalents and restricted cash:  The carrying amount of cash and cash equivalents and restricted cash reported in the balance sheet approximates fair value because of the short maturity of these instruments (i.e., less than 90 days).

 
Mortgage notes receivable:  The fair values 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.

 
Other investments:  Other investments are primarily comprised of: (i) notes receivable and (ii) an investment in redeemable non-convertible preferred security of an unconsolidated business accounted for using the cost method of accounting.  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.  The fair value of the investment in the unconsolidated business is estimated using quoted market value and considers the terms of the underlying arrangement.

 
17

 
 
 
Revolving line of credit:  The fair value of our borrowings under variable rate agreements are estimated using an expected present value technique based on expected cash flows discounted using the current market rates.

 
Senior notes and other long-term borrowings:  The fair value of our borrowings under fixed rate agreements are estimated based on open market trading activity provided by a third party.


NOTE 10 – LITIGATION

We are subject to various 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.


NOTE 11 – 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 stock options, restricted stock and performance restricted stock units.
 
The following tables set forth the computation of basic and diluted earnings per share:

   
Three Months Ended
March 31,
 
   
2012
   
2011
 
   
(in thousands, except per
share amounts)
 
Numerator:
           
Net income (loss)
  $ 26,084     $ (5,913 )
Preferred stock dividends
          (1,691 )
Preferred stock redemption
          (3,472 )
Numerator for net income available to common per share - basic and diluted
  $ 26,084     $ (11,076 )
 
Denominator:
               
Denominator for basic earnings per share
    103,754       100,074  
Effect of dilutive securities:
               
Restricted stock
    241        
Deferred stock
    17       12  
Denominator for diluted earnings per share
    104,012       100,086  
                 
Earnings per share – basic:
               
Net income (loss) – basic
  $ 0.25     $ (0.11 )
Earnings per share – diluted:
               
Net income (loss) – diluted
  $ 0.25     $ (0.11 )
 
 
18

 
 
NOTE 12 – CONSOLIDATING FINANCIAL STATEMENTS
 
As of March 31, 2012, we had outstanding (i) $200 million 7.5% Senior Notes due 2020, (ii) $575 million 6.75% Senior Notes due 2022 and (iii) $400 million 5.875% Senior Notes due 2024, which we collectively refer to as the Senior Notes.  The Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of our subsidiaries that guarantee other indebtedness of Omega or any of the subsidiary guarantors.  Any subsidiary that we properly designate as an “unrestricted subsidiary” under the indentures governing the Senior Notes will not provide guarantees of the Senior Notes.  As of and prior to March 31, 2010, the non-subsidiary guarantors were minor and insignificant.  On June 29, 2010, we designated as “unrestricted subsidiaries” the 39 subsidiaries acquired from CapitalSource on such date.  During the fourth quarter of 2011, we designated as “unrestricted subsidiaries” three subsidiaries acquired from White Pine and 17 of the subsidiaries acquired from affiliates of CFG.  For the three months ended March 31, 2012 and 2011, the operating cash flow of the non-guarantor subsidiaries approximated net income of the non-guarantor subsidiaries, adjusted for depreciation and amortization expense.  For the three-month period ended March 31, 2012 and 2011, the non-guarantor subsidiaries have not engaged in investing or financing activities other than the principal payment of $1.0 million and $0.6 million, respectively, for the HUD mortgages on the facilities owned by the non-guarantor subsidiaries.  All of the subsidiary guarantors of our outstanding senior notes are 100 percent owned by Omega.
 
The following summarized condensed consolidating financial information segregates the financial information of the non-guarantor subsidiaries from the financial information of Omega Healthcare Investors, Inc. and the subsidiary guarantors under the senior notes.  The results and financial position of acquired entities are included from the dates of their respective acquisitions.
 

 
 
19

 

OMEGA HEALTHCARE INVESTORS, INC.
CONSOLIDATING BALANCE SHEETS
Unaudited
(in thousands, except per share amounts)

   
March 31, 2012
 
   
Issuer & Subsidiary Guarantors
   
Non – Guarantor Subsidiaries
   
Elimination
Company
   
 
Consolidated
 
                         
Land and buildings
  $ 2,039,354     $ 490,263     $     $ 2,529,617  
Less accumulated depreciation
    (465,287 )     (29,649 )           (494,936 )
Real estate properties – net
    1,574,067       460,614             2,034,681  
Mortgage notes receivable – net
    239,901                   239,901  
      1,813,968       460,614             2,274,582  
Other investments – net
    45,966                   45,966  
      1,859,934       460,614             2,320,548  
Assets held for sale – net
    8,090                   8,090  
Total investments
    1,868,024       460,614             2,328,638  
                                 
Cash and cash equivalents
    2,717                   2,717  
Restricted cash
    7,127       27,266             34,393  
Accounts receivable – net
    102,439       4,302             106,741  
Investment in affiliates
    151,041             (151,041 )      
Other assets
    36,473       29,841             66,314  
Total assets
  $ 2,167,821     $ 522,023       (151,041 )   $ 2,538,803  
                                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
                               
Revolving line of credit
  $ 27,000     $     $     $ 27,000  
Secured borrowings
          302,221             302,221  
Unsecured borrowings – net
    1,179,608       21,175             1,200,783  
Accrued expenses and other liabilities
    78,330       47,586             125,916  
Intercompany payable
          137,878       (137,878 )      
Total liabilities
    1,284,938       508,860       (137,878 )     1,655,920  
                                 
Stockholders’ equity:
                               
Common stock
    10,477                   10,477  
Common stock – additional paid-in-capital
    1,492,147                   1,492,147  
Cumulative net earnings
    659,514       13,163       (13,163 )     659,514  
Cumulative dividends paid
    (1,279,255 )                 (1,279,255 )
Total stockholders’ equity
    882,883       13,163       (13,163 )     882,883  
Total liabilities and stockholders’ equity
  $ 2,167,821     $ 522,023     $ (151,041 )   $ 2,538,803  
 
 
 
20

 
 
OMEGA HEALTHCARE INVESTORS, INC.
CONSOLIDATING BALANCE SHEETS
 (in thousands, except per share amounts)

   
December 31, 2011
 
   
Issuer & Subsidiary Guarantors
   
Non – Guarantor Subsidiaries
   
Elimination
Company
   
 
Consolidated
 
                         
Land and buildings
  $ 2,046,776     $ 490,263     $     $ 2,537,039  
Less accumulated depreciation
    (446,530 )     (23,890 )           (470,420 )
Real estate properties – net
    1,600,246       466,373             2,066,619  
Mortgage notes receivable – net
    238,675                   238,675  
      1,838,921       466,373             2,305,294  
Other investments – net
    52,957                   52,957  
      1,891,878       466,373             2,358,251  
Assets held for sale – net
    2,461                   2,461  
Total investments
    1,894,339       466,373             2,360,712  
                                 
Cash and cash equivalents
    351                   351  
Restricted cash
    6,381       27,731             34,112  
Accounts receivable – net
    97,407       3,257             100,664  
Investment in affiliates
    154,953             (154,953 )      
Other assets
    31,980       29,493             61,473  
Total assets
  $ 2,185,411     $ 526,854       (154,953 )   $ 2,557,312  
                                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
                               
Revolving line of credit
  $ 272,500     $     $     $ 272,500  
Secured borrowings
          303,610             303,610  
Unsecured borrowings – net
    954,071       21,219             975,290  
Accrued expenses and other liabilities
    80,356       47,072             127,428  
Intercompany payable
          145,255       (145,255 )      
Total liabilities
    1,306,927       517,156       (145,255 )     1,678,828  
                                 
Stockholders’ equity:
                               
Common stock
    10,341                   10,341  
Common stock – additional paid-in-capital
    1,471,381                   1,471,381  
Cumulative net earnings
    633,430       9,698       (9,698 )     633,430  
Cumulative dividends paid
    (1,236,668 )                 (1,236,668 )
Total stockholders’ equity
    878,484       9,698       (9,698 )     878,484  
Total liabilities and stockholders’ equity
  $ 2,185,411     $ 526,854     $ (154,953 )   $ 2,557,312  
 
 
 
21

 
 
OMEGA HEALTHCARE INVESTORS, INC.
CONSOLIDATING STATEMENTS OF OPERATIONS
Unaudited
(in thousands, except per share amounts)

       
   
Three Months Ended March 31, 2012
 
   
Issuer &
Subsidiary
Guarantors
   
Non – Guarantor Subsidiaries
   
 
 
Elimination
   
Consolidated
 
Revenue
                       
Rental income
  $ 62,622     $ 13,353     $ -     $ 75,975  
Mortgage interest income
    7,336       -       -       7,336  
Other investment income – net
    1,130       -       -       1,130  
Miscellaneous
    74       -       -       74  
Total operating revenues
    71,162       13,353       -       84,515  
                                 
Expenses
                               
Depreciation and amortization
    21,389       5,758       -       27,147  
General and administrative
    5,406       120       -       5,526  
Acquisition costs
    105       -       -       105  
Impairment loss on real estate properties
    272       -       -       272  
Total operating expenses
    27,172       5,878       -       33,050  
                                 
Income before other income and expense
    43,990       7,475       -       51,465  
Other income (expense):
                               
Interest income
    -       7       -       7  
Interest expense
    (18,950 )     (4,017 )     -       (22,967 )
Interest – amortization of deferred financing costs
    (629 )     -       -       (629 )
Interest – refinancing costs
    (7,108 )     -       -       (7,108 )
Equity in earnings
    3,465       -       (3,465 )     -  
Total other expense
    (23,222 )     (4,010 )     (3,465 )     (30,697 )
                                 
Income before gain on assets sold
    20,768       3,465       (3,465 )     20,768  
Gain on assets sold – net
    5,316       -       -       5,316  
Net income available to common stockholders
  $ 26,084     $ 3,465     $ (3,465 )   $ 26,084  

 
 
22

 

OMEGA HEALTHCARE INVESTORS, INC.
CONSOLIDATING STATEMENTS OF INCOME
Unaudited
(in thousands, except per share amounts)

       
   
Three Months Ended March 31, 2011
 
   
Issuer &
Subsidiary
Guarantors
   
Non – Guarantor Subsidiaries
   
 
 
Elimination
   
Consolidated
 
Revenue
                       
Rental income
  $ 57,843     $ 8,494     $ -     $ 66,337  
Mortgage interest income
    3,498       -       -       3,498  
Other investment income – net
    641       -       -       641  
Total operating revenues
    61,982       8,494       -       70,476  
                                 
Expenses
                               
Depreciation and amortization
    21,533       3,685       -       25,218  
General and administrative
    5,143       83       -       5,226  
Acquisition costs
    45       -       -       45  
Impairment loss on real estate properties
    24,971       -       -       24,971  
Nursing home expenses of owned and operated assets
    230       -       -       230  
Total operating expenses
    51,922       3,768       -       55,690  
                                 
Income before other income and expense
    10,060       4,726       -       14,786  
Other income (expense):
                               
Interest income
    4       7       -       11  
Interest expense
    (17,208 )     (2,792 )     -       (20,000 )
Interest – amortization of deferred financing costs
    (694 )     -       -       (694 )
Interest – refinancing costs
    (16 )     -       -       (16 )
Equity in earnings
    1,941       -       (1,941 )     -  
Total other expense
    (15,973 )     (2,785 )     (1,941 )     (20,699 )
                                 
Net (loss) income
    (5,913 )     1,941       (1,941 )     (5,913 )
Preferred stock dividends
    (1,691 )     -       -       (1,691 )
Preferred stock redemption
    (3,472 )     -       -       (3,472 )
Net (loss) income available to common stockholders
  $ (11,076 )   $ 1,941     $ (1,941 )   $ (11,076 )

 
 
23

 


Forward-looking Statements, Reimbursement Issues and Other Factors Affecting Future Results
 
The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this document, including statements regarding potential future changes in reimbursement.  This document contains forward-looking statements within the meaning of the federal securities laws.  These statements relate to our expectations, beliefs, intentions, plans, objectives, goals, strategies, future events, performance and underlying assumptions and other statements other than statements of historical facts.  In some cases, you can identify forward-looking statements by the use of forward-looking terminology including, but not limited to, terms such as “may,” “will,” “anticipates,” “expects,” “believes,” “intends,” “should” or comparable terms or the negative thereof.  These statements are based on information available on the date of this filing and only speak as to the date hereof and no obligation to update such forward-looking statements should be assumed.  Our actual results may differ materially from those reflected in the forward-looking statements contained herein as a result of a variety of factors, including, among other things:

 
(i)
those items discussed under “Risk Factors” in Item 1A to our annual report on Form 10-K for the year ended December 31, 2011, and in Part II, Item 1A of this report;
 
(ii)
uncertainties relating to the business operations of the operators of our assets, including those relating to reimbursement by third-party payors, regulatory matters and occupancy levels;
 
(iii)
the ability of any operators in bankruptcy to reject unexpired lease obligations, modify the terms of our mortgages and impede our ability to collect unpaid rent or interest during the process of a bankruptcy proceeding and retain security deposits for the debtors’ obligations;
 
(iv)
our ability to sell closed or foreclosed assets on a timely basis and on terms that allow us to realize the carrying value of these assets;
 
(v)
our ability to negotiate appropriate modifications to the terms of our credit facilities;
 
(vi)
our ability to manage, re-lease or sell any owned and operated facilities;
 
(vii)
the availability and cost of capital;
 
(viii)
changes in our credit ratings and the ratings of our debt securities;
 
(ix)
competition in the financing of healthcare facilities;
 
(x)
regulatory and other changes in the healthcare sector;
 
(xi)
the effect of economic and market conditions generally and, particularly, in the healthcare industry;
 
(xii)
changes in the financial position of our operators;
 
(xiii)
changes in interest rates;
 
(xiv)
the amount and yield of any additional investments;
 
(xv)
changes in tax laws and regulations affecting real estate investment trusts; and
 
(xvi)
our ability to maintain our status as a real estate investment trust.

Overview
 
We have one reportable segment consisting of investments in healthcare related real estate properties.  Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”) located in the United States.  Our core portfolio consists of long-term leases and mortgage agreements.  All of our leases are “triple-net” leases, which require the tenants to pay all property-related expenses.  Our mortgage revenue derives from fixed-rate mortgage loans, which are secured by first mortgage liens on the underlying real estate and personal property of the mortgagor.
 
Our portfolio of investments at March 31, 2012, consisted of 435 healthcare facilities (including seven facilities and one parcel of land as held for sale), located in 33 states and operated by 47 third-party operators.  Our gross investment in these facilities totaled approximately $2.8 billion at March 31, 2012, with 99% of our real estate investments related to long-term healthcare facilities.  This portfolio is made up of (i) 381 SNFs, (ii) 10 assisted living facilities (“ALFs”), (iii) five specialty facilities, (iv) fixed rate mortgages on 32 SNFs and (v) seven SNFs and (vi) one parcel of land that are held for sale.  At March 31, 2012, we also held other investments of approximately $46.0 million, consisting primarily of secured loans to third-party operators of our facilities.

 
24

 
 
Our consolidated financial statements include the accounts of (i) Omega, (ii) all direct and indirect wholly owned subsidiaries of Omega and (iii) TC Healthcare, an entity and interim operator created to operate the 15 facilities we assumed as a result of the bankruptcy of one of our former tenants/operators.  We consolidate the financial results of TC Healthcare into our financial statements based on the applicable consolidation accounting literature.  We include the operating results, assets and liabilities of these facilities for the period of time that TC Healthcare was responsible for the operations of the facilities.  Thirteen of these facilities were transitioned from TC Healthcare to a new tenant/operator on September 1, 2008.  The two remaining facilities were transitioned to the new tenant/operator on June 1, 2010 upon approval by state regulators of the operating license transfer.  The operating revenues and expenses and related operating assets and liabilities of the two facilities are shown on a gross basis in our Consolidated Statements of Operations and Consolidated Balance Sheets, respectively.  TC Healthcare is responsible for the collection of the accounts receivable earned and the liabilities incurred prior to the date of the transition to the new tenant/operator.  All inter-company accounts and transactions have been eliminated in consolidation of the financial statements.

Taxation
 
We have elected to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Internal Revenue Code (the “Code”), beginning with our taxable year ended December 31, 1992.  We believe that we have been organized and operated in such a manner as to qualify for taxation as a REIT. We intend to continue to operate in a manner that will maintain our qualification as a REIT, but no assurance can be given that we have operated or will be able to continue to operate in a manner so as to qualify or remain qualified as a REIT.  Under the Code, we generally are not subject to federal income tax on taxable income distributed to stockholders if certain distribution, income, asset and stockholder tests are met, including a requirement that we must generally distribute at least 90% of our annual taxable income, excluding any net capital gain, to stockholders.  If we fail to qualify as a REIT in any taxable year, we may be subject to federal income taxes on our taxable income for that year and for the four years following the year during which qualification is lost, unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders.  For further information, see “Taxation” in Item 1 of our annual report on Form 10-K for the year ended December 31, 2011.
 
Government Regulation and Reimbursement

The following is a description of certain of the laws and regulations and reimbursement policies and programs affecting our business and the businesses conducted by our operators.  The following description should be read in conjunction with the risk factors described under “Item 1A – Risk Factors.”
 
Healthcare Reform.  The Patient Protection and Affordable Care Act and accompanying Healthcare and Education Affordability and Reconciliation Act of 2010 (the “Healthcare Reform Law”) were signed into law in March 2010. This legislation represents the most comprehensive change to healthcare benefits since the inception of the Medicare program in 1965 and will affect reimbursement for governmental programs, private insurance and employee welfare benefit plans in various ways.  Some changes under the Healthcare Reform Law have already occurred, such as changes to pre-existing condition requirements and coverage of dependents.  Other changes, including taxes on so-called “Cadillac” health plans, will be implemented over time.  There has already been significant rule making and regulation promulgation under the Healthcare Reform Law, and we expect significant additional rules and regulations.

 
25

 
 
The attorneys general for several states, as well as other individuals and organizations, have challenged the constitutionality of certain provisions of the Healthcare Reform Law, including the requirement that each individual carry health insurance.  A number of the lawsuits have been ruled on by federal appeals courts, but those rulings were not consistent.  Several parties have appealed to the U.S. Supreme Court.  The Supreme Court heard oral arguments in these cases in March 2012, but we cannot predict when or how it will rule.   Further, various Congressional leaders have indicated a desire to revisit some or all of the Healthcare Reform Law.   While the U.S. Senate voted against repealing the entire Healthcare Reform Law, a number of bills and budget proposals seek to repeal, change or defund certain provisions of the law.  For example, the 2011 budget eliminated two programs funded under the Healthcare Reform Law:  the Consumer Operated and Oriented Plan (CO-OP) and the Free Choice Voucher programs. Further, a number of states have passed legislation intended to block various requirements of the Healthcare Reform Law.   Because of these challenges, we cannot predict whether any or all of the legislation will be implemented as enacted, overturned, repealed or modified.
 
Given the multitude of fac