[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2012. | |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to
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Maryland
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38-3041398
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(State or Other Jurisdiction
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(I.R.S. Employer Identification No.)
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of Incorporation or Organization)
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200 International Circle, Suite 3500
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Hunt Valley, MD
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21030
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Exchange on
Which Registered |
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Common Stock, $.10 Par Value
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New York Stock Exchange
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PART I | |||
Page
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2
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4
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10
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14
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14
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27
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28
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31
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31
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PART II | |||
32
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33
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34
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34
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34
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36
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42
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46
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51
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53
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53
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53
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54
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PART III | |||
56
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56
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56
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56
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56
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PART IV | |||
57
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During the fourth quarter of 2012 we completed the purchase of approximately $203.4 million in new investments with a new operator. The investments included the purchase/leaseback of 14 facilities located in California (10) and Arizona (4) representing 1,830 operating beds. The two transactions consisted of $131.5 million in cash and the assumption of $71.9 million in debt guaranteed by the U.S. Department of Housing and Urban Development (“HUD”) with a blended interest rate of approximately 5.50%.
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$227.4 million of new investments with an existing operator. The investments included (i) $224.6 million in purchase/leaseback of 31 facilities located in Indiana, totaling 3,275 operating beds and (ii) one parcel of land for $2.8 million.
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$21.5 million of new investments with existing operators to Omega. The investments included (i) the purchase/leaseback of one ALF located in Michigan for $20 million and (ii) a mortgage on one SNF located in Michigan for $1.5 million. These two facilities operate a total of 231 operating beds.
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$12.9 million of new investments with an existing operator to Omega. The investments included the purchase/leaseback of three facilities located in Indiana, totaling 247 operating beds.
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$2.7 million of new investments with an existing operator to Omega. The investment included the purchase /leaseback of one SNF in Texas totaling 90 operating beds.
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$31.3 million of investments in our capital expenditure programs.
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$10.5 million in mortgage related investments with our existing operators.
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418 SNFs, 16 ALFs and 11 specialty facilities;
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fixed rate mortgages on 31 long-term healthcare facilities; and
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two facilities and one parcel of land held-for-sale.
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Year Ended December 31,
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||||||||||||
2012
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2011
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2010
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Core assets:
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||||||||||||
Lease rental income
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$ | 314,592 | $ | 273,517 | $ | 232,772 | ||||||
Mortgage interest income
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30,446 | 16,274 | 10,391 | |||||||||
Total core asset revenues
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345,038 | 289,791 | 243,163 | |||||||||
Other asset revenue
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4,760 | 2,070 | 3,936 | |||||||||
Miscellaneous income
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662 | 343 | 3,886 | |||||||||
Total revenue before owned and operated assets
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350,460 | 292,204 | 250,985 | |||||||||
Owned and operated asset revenue
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— | — | 7,336 | |||||||||
Total revenue
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$ | 350,460 | $ | 292,204 | $ | 258,321 |
As of December 31,
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2012
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2011
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Core assets:
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Leased assets
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$ | 3,038,553 | $ | 2,537,039 | |||||
Mortgaged assets
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238,621 | 238,675 | |||||||
Total core assets
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3,277,174 | 2,775,714 | |||||||
Other assets
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47,339 | 52,957 | |||||||
Total real estate assets before held for sale assets
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3,324,513 | 2,828,671 | |||||||
Held for sale assets
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1,020 | 2,461 | |||||||
Total real estate assets
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$ | 3,325,533 | $ | 2,831,132 |
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the quality and experience of management and the creditworthiness of the operator of the facility;
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the facility’s historical and forecasted cash flow and its ability to meet operational needs, capital expenditure requirements and lease or debt service obligations;
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the construction quality, condition and design of the facility;
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the location of the facility;
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the tax, growth, regulatory and reimbursement environment of the applicable jurisdiction;
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the occupancy rate for the facility and demand for similar healthcare facilities in the same or nearby communities; and
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the payor mix of private, Medicare and Medicaid patients at the facility.
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Purchase/Leaseback. In a purchase/leaseback transaction, we purchase a property from an operator and lease it back to the operator over a term typically ranging from 5 to 15 years, plus renewal options. Our leases generally provide for minimum annual rentals that are subject to annual formula increases based on factors such as increases in the Consumer Price Index (“CPI”). At January 1, 2013, our average annualized yield from leases was approximately 10.9%.
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Fixed-Rate Mortgage. Our mortgages typically have a fixed interest rate for the mortgage term and are secured by first mortgage liens on the underlying real estate and personal property of the mortgagor. At January 1, 2013, our average annualized yield on these investments was approximately 11.4%.
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that is acquired by a REIT as the result of (i) the REIT having bid on such property at foreclosure, or having otherwise reduced such property to ownership or possession by agreement or process of law, after there was a default, or (ii) default was imminent on a lease of such property or on indebtedness that such property secured;
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for which the related loan or lease was acquired by the REIT at a time when the default was not imminent or anticipated; and
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for which the REIT makes a proper election to treat the property as foreclosure property.
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on which a lease is entered into for the property that, by its terms, will give rise to income that does not qualify for purposes of the 75% gross income test, or any amount is received or accrued, directly or indirectly, pursuant to a lease entered into on or after such day that will give rise to income that does not qualify for purposes of the 75% gross income test;
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on which any construction takes place on the property, other than completion of a building or any other improvement, where more than 10% of the construction was completed before default became imminent; or
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which is more than 90 days after the day on which the REIT acquired the property and the property is used in a trade or business that is conducted by the REIT, other than through an independent contractor from whom the REIT itself does not derive or receive any income.
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Healthcare Reform. The Healthcare Reform Law 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.See “Item 1. Business – Government Regulation and Reimbursement – Healthcare Reform.” We cannot predict the impact of the Healthcare Reform Law on our operators or their ability to meet their obligations to us.
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Reimbursement; Medicare and Medicaid. A significant portion of our operators’ revenue is derived from governmentally-funded reimbursement programs, primarily Medicare and Medicaid. See “Item 1. Business – Government Regulation and Reimbursement – Healthcare Reform,” “– Reimbursement,” “– Medicaid,” and “– Medicare,” and the risk factor entitled “Our operators depend on reimbursement from governmental and other third party payors and reimbursement rates from such payors may be reduced” for a further discussion on governmental and third-party payor reimbursement and the associated risks presented to our operators. Failure to maintain certification in these programs would result in a loss of funding from such programs and could negatively impact an operator’s ability to meet its obligations to us.
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Quality of Care Initiatives. The CMS has implemented a number of initiatives focused on the quality of care provided by nursing homes that could affect our operators, including a quality rating system for nursing homes released in December 2008. See “Item 1. Business – Government Regulation and Reimbursement – Quality of Care Initiatives.” Any unsatisfactory rating of our operators under any rating system promulgated by the CMS could result in the loss of our operators’ residents or lower reimbursement rates, which could adversely impact their revenues and our business.
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Licensing and Certification. Our operators and facilities are subject to various federal, state and local licensing and certification laws and regulations, including laws and regulations under Medicare and Medicaid requiring operators of SNFs and ALFs to comply with extensive standards governing operations. See “Item 1. Business – Government Regulation and Reimbursement – Licensing and Certification.” Governmental agencies administering these laws and regulations regularly inspect our operators’ facilities and investigate complaints. Our operators and their managers receive notices of observed violations and deficiencies from time to time, and sanctions have been imposed from time to time on facilities operated by them. Failure to obtain any required licensure or certification, the loss or suspension of any required licensure or certification, or any violations or deficiencies with respect to relevant operating standards may require a facility to cease operations or result in ineligibility for reimbursement until the necessary licenses or certifications are obtained or reinstated, or any such violations or deficiencies are cured. In such event, our revenues from these facilities could be reduced or eliminated for an extended period of time or permanently.
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Fraud and Abuse Laws and Regulations. There are various federal and state civil and criminal laws and regulations governing a wide array of healthcare provider referrals, relationships and arrangements, including laws and regulations prohibiting fraud by healthcare providers. Many of these complex laws raise issues that have not been clearly interpreted by the relevant governmental authorities and courts. In addition, federal and state governments are devoting increasing attention and resources to anti-fraud initiatives against healthcare providers. See “Item 1. Business – Government Regulation and Reimbursement – Fraud and Abuse.” The violation of any of these laws or regulations, including the anti-kickback statute and the Stark Law, by an operator may result in the imposition of fines or other penalties, including exclusion from Medicare, Medicaid and all other federal and state healthcare programs. Such fines or penalties could jeopardize an operator’s ability to make lease or mortgage payments to us or to continue operating its facility.
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Privacy Laws. Our operators are subject to federal, state and local laws and regulations designed to protect the privacy and security of patient health information, including HIPAA, among others. See “Item 1. Business – Government Regulation and Reimbursement – Privacy.” These laws and regulations require our operators to expend the requisite resources to protect and secure patient health information, including the funding of costs associated with technology upgrades. Operators found in violation of HIPAA or any other privacy or security law may face large penalties. In addition, compliance with an operator’s notification requirements in the event of a breach of unsecured protected health information could cause reputational harm to an operator’s business. Such penalties and damaged reputation could adversely affect an operator’s ability to meet its obligations to us.
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Other Laws. Other federal, state and local laws and regulations affect how our operators conduct their operations. See “Item 1. Business – Government Regulation and Reimbursement – Other Laws and Regulations.” We cannot predict the effect that the costs of complying with these laws may have on the revenues of our operators, and thus their ability to meet their obligations to us.
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Legislative and Regulatory Developments. Each year, legislative and regulatory proposals are introduced at the federal, state and local levels that, if adopted, would result in major changes to the healthcare system. See “Item 1. Business – Government Regulation and Reimbursement” in addition to the other risk factors set forth below. We cannot accurately predict whether any proposals will be adopted, and if adopted, what effect (if any) these proposals would have on our operators or our business.
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the extent of investor interest;
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the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;
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our financial performance and that of our operators;
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the contents of analyst reports about us and the REIT industry;
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general stock and bond market conditions, including changes in interest rates on fixed income securities, which may lead prospective purchasers of our common stock to demand a higher annual yield from future distributions;
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our failure to maintain or increase our dividend, which is dependent, to a large part, on growth of funds from operations, which in turn depends upon increased revenues from additional investments and rental increases; and
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other factors such as governmental regulatory action and changes in REIT tax laws.
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our limited prior business experience with certain of the operators of the facilities we have recently acquired or may acquire in the future;
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the facilities may underperform due to various factors, including unfavorable terms and conditions of the lease agreements that we assume, disruptions caused by the management of the operators of the facilities or changes in economic conditions impacting the facilities and/or the operators;
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diversion of our management’s attention away from other business concerns;
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exposure to any undisclosed or unknown potential liabilities relating to the facilities; and
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potential underinsured losses on the facilities.
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increase our vulnerability to adverse changes in general economic, industry and competitive conditions;
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limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business plan or other general corporate purposes on satisfactory terms or at all;
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require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness and leases, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
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limit our ability to make material acquisitions or take advantage of business opportunities that may arise;
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expose us to fluctuations in interest rates, to the extent our borrowings bear variable rates of interests;
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
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place us at a competitive disadvantage compared to our competitors that have less debt.
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general liability, property and casualty losses, some of which may be uninsured;
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the inability to purchase or sell our assets rapidly to respond to changing economic conditions, due to the illiquid nature of real estate and the real estate market;
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leases that are not renewed or are renewed at lower rental amounts at expiration;
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the exercise of purchase options by operators resulting in a reduction of our rental revenue;
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costs relating to maintenance and repair of our facilities and the need to make expenditures due to changes in governmental regulations, including the Americans with Disabilities Act;
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environmental hazards created by prior owners or occupants, existing tenants, mortgagors or other persons for which we may be liable;
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acts of God affecting our properties; and
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acts of terrorism affecting our properties.
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the market for similar securities issued by REITs;
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changes in estimates by analysts;
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our ability to meet analysts’ estimates;
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prevailing interest rates;
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our credit rating;
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general economic and market conditions; and
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our financial condition, performance and prospects.
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the issuance and exercise of options to purchase our common stock or other equity awards under remuneration plans. We may also issue equity to our employees in lieu of cash bonuses or to our directors in lieu of director’s fees;
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the issuance of shares pursuant to our dividend reinvestment and direct stock purchase plan;
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the issuance of debt securities exchangeable for our common stock;
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the exercise of warrants we may issue in the future;
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lenders sometimes ask for warrants or other rights to acquire shares in connection with providing financing, and we cannot assure you that our lenders will not request such rights; and
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the sales of securities convertible into our common stock could dilute the interests of existing common stockholders.
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Investment Structure/Operator
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Number of Operating
Beds |
Number of
Facilities |
Gross
Investment (in thousands) |
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Leased Facilities(1)
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Genesis HealthCare
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6,120 | 53 | $ | 356,684 | ||||||||
Health and Hospital Corporation
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4,212 | 40 | 279,476 | |||||||||
Airamid Health Management
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4,535 | 38 | 263,561 | |||||||||
CommuniCare Health Services, Inc
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3,525 | 28 | 255,618 | |||||||||
Signature Holdings II, LLC.
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3,264 | 31 | 226,062 | |||||||||
S&F Management Company, LLC
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1,830 | 14 | 212,448 | |||||||||
Advocat, Inc.
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3,962 | 36 | 148,408 | |||||||||
Gulf Coast Master Tenant I, LLC.
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2,157 | 17 | 146,636 | |||||||||
Affiliates of Capital Funding Group, Inc.
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1,816 | 17 | 129,697 | |||||||||
Guardian LTC Management Inc.
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1,683 | 23 | 125,971 | |||||||||
Consulate Health Care
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2,023 | 17 | 117,654 | |||||||||
Nexion Health Inc
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2,146 | 20 | 86,903 | |||||||||
Affiliates of Persimmon Ventures, LLC & White Pine Holdings, LLC.
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757 | 5 | 83,940 | |||||||||
Essex Healthcare Corporation
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1,271 | 13 | 83,587 | |||||||||
TenInOne Acquisition Group, LLC
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1,456 | 10 | 82,617 | |||||||||
Swain/Herzog
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1,008 | 9 | 56,400 | |||||||||
Mark Ide Limited Liability Company
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1,085 | 12 | 46,771 | |||||||||
Sava Senior Care, LLC.
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567 | 4 | 41,818 | |||||||||
Infinia Properties of Arizona, LLC
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476 | 6 | 33,371 | |||||||||
StoneGate Senior Care LP
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750 | 7 | 32,438 | |||||||||
Pinon Management, Inc.
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492 | 6 | 30,390 | |||||||||
Fundamental Long Term Care Holding, LLC
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381 | 3 | 20,927 | |||||||||
Daybreak Venture, LLC
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483 | 5 | 18,143 | |||||||||
Rest Haven Nursing Center Inc.
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176 | 1 | 14,400 | |||||||||
Health Systems of Oklahoma LLC.
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407 | 3 | 12,470 | |||||||||
Washington N&R
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239 | 2 | 12,152 | |||||||||
Care Initiatives, Inc
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188 | 1 | 10,347 | |||||||||
Adcare Health Systems
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300 | 2 | 10,000 | |||||||||
Ensign Group, Inc.
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271 | 3 | 9,656 | |||||||||
Lakeland Investors, LLC
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274 | 1 | 9,625 | |||||||||
Infinity Health Care Management
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200 | 2 | 9,547 | |||||||||
Laurel
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235 | 2 | 7,585 | |||||||||
Community Eldercare Services, LLC.
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100 | 1 | 7,312 | |||||||||
Hickory Creek Healthcare Foundation
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138 | 2 | 7,250 | |||||||||
Southwest LTC
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150 | 1 | 6,839 | |||||||||
Longwood Management Corporation.
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185 | 2 | 6,448 | |||||||||
Crowne Management, LLC
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172 | 1 | 6,351 | |||||||||
Elite Senior Living, Inc
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105 | 1 | 5,893 | |||||||||
Emeritus Corporation
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52 | 1 | 5,674 | |||||||||
Country Villa Claremont Healthcare Center, Inc
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99 | 1 | 4,546 | |||||||||
HMS Holdings at Texarkana, LLC
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114 | 1 | 4,281 | |||||||||
Hoosier Enterprises Inc.
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47 | 1 | 3,622 | |||||||||
Generations Healthcare, Inc
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59 | 1 | 3,007 | |||||||||
Diamond Care Vida Encantada, LLC
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102 | 1 | 2,028 | |||||||||
49,612 | 445 | 3,038,553 | ||||||||||
Assets Held for Sale
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Closed Facility
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- | 2 | 1,020 | |||||||||
- | 2 | 1,020 |
Investment Structure/Operator
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Number of
Operating Beds |
Number of
Facilities |
Gross
Investment (in thousands) |
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Fixed - Rate Mortgages(2)
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Ciena Healthcare (3)
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1,656 | 15 | 114,220 | |||||||||
CommuniCare Health Services, Inc
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1,064 | 8 | 77,004 | |||||||||
Affiliates of Persimmon Ventures, LLC & White Pine Holdings, LLC
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412 | 4 | 26,500 | |||||||||
Meridian
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240 | 3 | 15,897 | |||||||||
Nexion Health Management
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120 | 1 | 5,000 | |||||||||
3,492 | 31 | 238,621 | ||||||||||
Total
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53,104 | 478 | $ | 3,278,194 | ||||||||
Number of
Facilities
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Number of
Operating Beds
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Gross
Investment
(in thousands)
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% of
Gross
Investment
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Florida
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85 | 10,053 | $ | 604,848 | 18.5 | |||||||||||
Ohio
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50 | 5,494 | 365,535 | 11.2 | ||||||||||||
Indiana (1)
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51 | 5,002 | 318,719 | 9.7 | ||||||||||||
California
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22 | 2,336 | 187,109 | 5.7 | ||||||||||||
Pennsylvania
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25 | 2,298 | 175,728 | 5.4 | ||||||||||||
Maryland
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16 | 2,112 | 174,076 | 5.3 | ||||||||||||
Texas
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32 | 3,970 | 171,080 | 5.2 | ||||||||||||
Michigan (2)
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19 | 2,026 | 152,221 | 4.6 | ||||||||||||
Arkansas
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23 | 2,385 | 125,912 | 3.8 | ||||||||||||
Tennessee
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16 | 2,236 | 118,913 | 3.6 | ||||||||||||
Arizona
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10 | 987 | 98,014 | 3.0 | ||||||||||||
Colorado
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12 | 1,262 | 79,659 | 2.4 | ||||||||||||
West Virginia
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11 | 1,255 | 75,796 | 2.3 | ||||||||||||
Kentucky
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15 | 1,215 | 67,252 | 2.1 | ||||||||||||
North Carolina
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10 | 1,224 | 59,296 | 1.8 | ||||||||||||
Massachusetts
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8 | 896 | 57,347 | 1.8 | ||||||||||||
Louisiana
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14 | 1,478 | 55,514 | 1.7 | ||||||||||||
Alabama
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10 | 1,259 | 54,440 | 1.7 | ||||||||||||
Mississippi
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6 | 606 | 52,984 | 1.6 | ||||||||||||
Rhode Island
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4 | 558 | 43,534 | 1.3 | ||||||||||||
Wisconsin
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4 | 526 | 30,562 | 0.9 | ||||||||||||
Georgia
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4 | 625 | 28,401 | 0.9 | ||||||||||||
New Hampshire
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3 | 221 | 23,082 | 0.7 | ||||||||||||
Idaho
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4 | 377 | 22,679 | 0.7 | ||||||||||||
Oklahoma
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4 | 511 | 22,643 | 0.7 | ||||||||||||
Iowa
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3 | 359 | 21,202 | 0.7 | ||||||||||||
Nevada
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3 | 381 | 20,927 | 0.6 | ||||||||||||
Washington
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2 | 194 | 17,473 | 0.5 | ||||||||||||
Vermont
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2 | 270 | 15,382 | 0.5 | ||||||||||||
Illinois
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4 | 446 | 14,406 | 0.4 | ||||||||||||
Missouri
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2 | 239 | 12,152 | 0.4 | ||||||||||||
New Mexico
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2 | 221 | 7,228 | 0.2 | ||||||||||||
Kansas
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1 | 82 | 3,210 | 0.1 | ||||||||||||
Connecticut (1)
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1 | - | 870 | 0.0 | ||||||||||||
Total
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478 | 53,104 | $ | 3,278,194 | 100.00 | |||||||||||
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(1) Both states include one facility that is classified as held-for-sale as of December 31, 2012.
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(2) The mortgage includes two properties for which we have provided construction to permanent mortgage financing. The properties are currently under construction. We have not included the properties (facilities) under construction in our facility count.
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Expiration Year
|
Annualized Straight-line
Rental Revenue Expiring |
Number of
Lease Expiring |
||||||
($ in thousands)
|
||||||||
2013
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$ | 3,677 | 4 | |||||
2014
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1,347 | 4 | ||||||
2015
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2,822 | 5 | ||||||
2016
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30,166 | 7 | ||||||
2017
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7,351 | 5 | ||||||
2018
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56,630 | 8 | ||||||
2019
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- | - | ||||||
2020
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1,785 | 2 | ||||||
2021
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31,429 | 3 | ||||||
2022
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57,648 | 8 | ||||||
Thereafter
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172,985 | 33 | ||||||
Total
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$ | 365,840 | 79 |
2012
|
2011
|
||||||||||||||||||||||||
Quarter
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High
|
Low
|
Dividends
Per Share |
Quarter
|
High
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Low
|
Dividends
Per Share |
||||||||||||||||||
First
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$ | 22.23 | $ | 19.03 | $ | 0.41 |
First
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$ | 24.00 | $ | 21.38 | $ | 0.37 | ||||||||||||
Second
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23.09 | 20.14 | 0.42 |
Second
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24.46 | 19.07 | 0.38 | ||||||||||||||||||
Third
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25.00 | 22.54 | 0.42 |
Third
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22.05 | 14.40 | 0.40 | ||||||||||||||||||
Fourth
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24.35 | 21.30 | 0.44 |
Fourth
|
19.87 | 14.45 | 0.40 | ||||||||||||||||||
$ | 1.69 | $ | 1.55 |
(a)
|
(b)
|
(c)
|
||||||||||
Plan category
|
Number of securities to
be issued upon exercise of outstanding options, warrants and rights (1)
|
Weighted-average
exercise price of outstanding options, warrants and rights (2) |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (3) |
|||||||||
Equity compensation plans approved by security holders
|
372,735 | $ | — | 1,297,509 | ||||||||
Equity compensation plans not approved by security holders
|
— | — | — | |||||||||
Total
|
372,735 | $ | — | 1,297,509 |
|
(1)
|
Reflects a maximum of 372,735 shares that could be earned if certain performance conditions are achieved under performance restricted stock units that vest on December 31, 2013.
|
|
(2)
|
No exercise price is payable with respect to the performance restricted stock units.
|
|
(3)
|
Reflects shares of common stock remaining available for future awards under our 2000 and 2004 Stock Incentive Plans.
|
Year Ended December 31,
|
||||||||||||||||||||
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||||
(in thousands, except per share amounts)
|
||||||||||||||||||||
Operating Data
|
||||||||||||||||||||
Revenues from core operations
|
$ | 350,460 | $ | 292,204 | $ | 250,985 | $ | 179,008 | $ | 169,592 | ||||||||||
Revenues from nursing home operations
|
- | - | 7,336 | 18,430 | 24,170 | |||||||||||||||
Total revenues
|
$ | 350,460 | $ | 292,204 | $ | 258,321 | $ | 197,438 | $ | 193,762 | ||||||||||
Income from continuing operations
|
$ | 120,698 | $ | 52,606 | $ | 58,436 | $ | 82,111 | $ | 77,691 | ||||||||||
Net income available to common stockholders
|
120,698 | 47,459 | 49,350 | 73,025 | 70,551 | |||||||||||||||
Per share amounts:
|
||||||||||||||||||||
Income from continuing operations: | ||||||||||||||||||||
Basic
|
$ | 1.12 | $ | 0.46 | $ | 0.52 | $ | 0.87 | $ | 0.93 | ||||||||||
Diluted
|
1.12 | 0.46 | 0.52 | 0.87 | 0.93 | |||||||||||||||
Net income available to common stockholders:
|
||||||||||||||||||||
Basic
|
$ | 1.12 | $ | 0.46 | $ | 0.52 | $ | 0.87 | $ | 0.94 | ||||||||||
Diluted
|
1.12 | 0.46 | 0.52 | 0.87 | 0.94 | |||||||||||||||
Dividends, Common Stock(1)
|
$ | 1.69 | $ | 1.55 | $ | 1.37 | $ | 1.20 | $ | 1.19 | ||||||||||
Dividends, Series D Preferred(1)
|
- | 0.74 | 2.09 | 2.09 | 2.09 | |||||||||||||||
Weighted-average common shares outstanding, basic
|
107,591 | 102,119 | 94,056 | 83,556 | 75,127 | |||||||||||||||
Weighted-average common shares outstanding, diluted
|
108,011 | 102,177 | 94,237 | 83,649 | 75,213 |
As of December 31,
|
||||||||||||||||||||
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||||
Balance Sheet Data | ||||||||||||||||||||
Gross investments
|
$ | 3,325,533 | $ | 2,831,132 | $ | 2,504,818 | $ | 1,803,743 | $ | 1,502,847 | ||||||||||
Total assets
|
2,982,005 | 2,557,312 | 2,304,007 | 1,655,033 | 1,364,467 | |||||||||||||||
Revolving line of credit
|
258,000 | 272,500 | - | 94,100 | 63,500 | |||||||||||||||
Other long-term borrowings
|
1,566,932 | 1,278,900 | 1,176,965 | 644,049 | 484,697 | |||||||||||||||
Stockholders’ equity
|
1,011,329 | 878,484 | 1,004,066 | 865,227 | 787,988 |
(1)
|
Dividends per share are those declared and paid during such period.
|
|
(i)
|
those items discussed under “Risk Factors” in 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.
|
1 year
|
1-3 years
|
3-5 years
|
Thereafter
|
$1.2
|
$2.1
|
$1.7
|
$1.8
|
|
●
|
$65 million in cash;
|
|
●
|
$202 million face value of assumed debt, which includes $20 million of 9.0% unsecured debt maturing in December 2021, $53 million of HUD debt at a 6.61% weighted average annual interest rate maturing between January 2036 and May 2040, and $129 million of new HUD Debt at a 4.85% annual interest rate maturing between January 2040 and January 2045; and
|
|
●
|
995 thousand shares of our common stock valued at approximately $19 million on June 29, 2010.
|
1 year
|
1-3 years
|
3-5 years
|
Thereafter
|
$2.9
|
$5.1
|
$0.9
|
$1.7
|
1 year
|
1-3 years
|
3-5 years
|
Thereafter
|
$1.0
|
$2.4
|
$1.9
|
$2.5
|
|
●
|
Rental income was $314.6 million, an increase of $41.1 million over the same period in 2011. The increase was primarily due to: (i) $189 million of fourth quarter 2011 acquisitions; and (ii) new investment made during 2012.
|
|
●
|
Mortgage interest income totaled $30.4 million, an increase of $14.2 million over the same period in 2011. The increase was primarily due to (i) a $92.0 million first mortgage loan that we entered with an operator in November 2011 and (ii) a $25.0 million first mortgage loan that we entered with a new operator in October 2011.
|
|
●
|
Other investment income totaled $4.8 million, an increase of $2.7 million over the same period in 2011. The increase was primarily the result of a $28.0 million term loan that we entered with an existing operator in the fourth quarter of 2011.
|
|
●
|
Miscellaneous revenue was $0.7 million, an increase of $0.3 million over the same period in 2011.
|
|
●
|
Our depreciation and amortization expense was $113.0 million for the year ended December 31, 2012, compared to $100.3 million for the same period in 2011. The increase is primarily due to (i) a full year of depreciation related to the fourth quarter 2011 acquisitions and (ii) additional depreciation associated with the 2012 new investments and capital renovation and improvement program.
|
|
●
|
Our general and administrative expense, excluding stock-based compensation expense, was $15.4 million, compared to $13.4 million for the same period in 2011. The increase was primarily due to increased costs associated with acquisitions, including payroll and tax related expenses.
|
|
●
|
Our stock-based compensation expense was $5.9 million, a decrease of $95 thousand over the same period in 2011. The decrease was primarily due to a reduction in the fair value of the shares issued in 2012 compared to 2011 for the annual portion of the Company’s stock plan.
|
|
●
|
In 2012, provision for impairment was $0.3 million, compared to $26.3 million for the same period in 2011. During the first quarter of 2012, we recorded a $0.3 million impairment charge to reduce the carrying value of two SNFs to their estimated fair value. The $26.3 million provision of impairment recorded in 2011 was primarily the result of (i) $24.4 million impairment on four Connecticut properties that we closed during the year and (ii) three other facilities. In 2012, we sold five of these seven properties.
|
|
●
|
No provision for uncollectible mortgages, notes and accounts receivable was recorded in 2012, compared to $6.4 million for the same period in 2011. The $6.4 million recorded in 2011 was related to the write-off of Formation Capital, LLC (“Formation”) straight line rent of $1.1 million and lease inducement of $3.0 million during the second quarter of 2011. In addition, during the fourth quarter of 2011, we recorded a $2.3 million write-off associated with our Formation working capital note.
|
|
●
|
No nursing home expenses of owned and operated assets were recorded in 2012, compared to $0.7 million for the same period in 2011. The decrease was due to the deconsolidation of two owned and operated facilities effective June 1, 2010. The 2011 cost relates to run-off costs.
|
Year Ended December 31,
|
||||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Net income available to common
|
$ | 120,698 | $ | 47,459 | ||||
Deduct gain from real estate dispositions
|
(11,799 | ) | (1,670 | ) | ||||
108,899 | 45,789 | |||||||
Elimination of non-cash items included in net income:
|
||||||||
Depreciation and amortization
|
112,983 | 100,337 | ||||||
Add back impairments on real estate properties
|
272 | 26,344 | ||||||
Funds from operations available to common stockholders
|
$ | 222,154 | $ | 172,470 |
|
●
|
Rental income was $273.5 million, an increase of $40.7 million over the same period in 2010. The increase was primarily due to: (i) the June 2010 CapitalSource acquisitions; and to a lesser degree (ii) the fourth quarter of 2011 acquisitions and (iii) new lease amendments and the impact of incremental revenue associated with capital expenditures.
|
|
●
|
Mortgage interest income totaled $16.3 million, an increase of $5.9 million over the same period in 2010. The increase was primarily due to (i) a $92.0 million first mortgage loan that we entered with an operator in November 2011; (ii) a $25.0 million first mortgage loan that we entered with a new operator in October 2011; (iii) two new construction-to-permanent mortgage loans that we entered into with an operator in August 2010; (iv) a $15.9 million first mortgage loan that we entered into with an operator in December 2010 and (v) a $5.0 million first mortgage loan that we entered into with an operator in September 2011.
|
|
●
|
Other investment income totaled $2.1 million, a decrease of $1.9 million over the same period in 2010. The decrease was primarily the result of the $1.2 million income received from two mortgage-backed notes that were retired during the second quarter of 2010 and a reduction in the weighted average balance of notes outstanding, due in part, to loan repayment.
|
|
●
|
Miscellaneous revenue was $0.3 million, a decrease of $3.5 million over the same period in 2010. The decrease was primarily due to a $3.7 million settlement with one of our prior operators in February 2010 for breach of contract related to failure to pay rent.
|
|
●
|
No nursing home revenues of owned and operated assets were recorded in 2011, compared to $7.3 million for the same period in 2010. The decrease was due to the deconsolidation of two owned and operated facilities effective June 1, 2010.
|
|
●
|
Our depreciation and amortization expense was $100.3 million, compared to $84.6 million for the same period in 2010. The increase is primarily due to (i) the CapitalSource acquisitions in June 2010; and to a lesser degree (ii) the fourth quarter of 2011 acquisitions and (iii) additional capital renovation and improvement program throughout 2010 and 2011, partially offset by a reduction in depreciation expense associated with the impairments of the Connecticut facilities, the Murphy Healthcare III, LTC property and the Health and Hospital Corporation property.
|
|
●
|
Our general and administrative expense, excluding stock-based compensation expense was $13.4 million, compared to $12.8 million for the same period in 2010. The increase was primarily due to increased costs associated with the closed Connecticut facilities.
|
|
●
|
Our stock-based compensation expense was $6.0 million, an increase of $3.8 million over the same period in 2010. The increase was primarily due to a new 2011 restricted stock grant for the employees.
|
|
●
|
In 2011, we recorded $26.3 million of provision for impairment, compared to $0.2 million for the same period in 2010. The $26.3 million provision of impairment in 2011 primarily resulted from (i) a $24.4 million impairment on four closed Connecticut properties and (ii) three other facilities that have been or will be closed.
|
|
●
|
The $6.4 million provision for uncollectible mortgages, notes and accounts receivable in 2011 related the write-off of Formation Capital, LLC (“Formation”) straight line rent of $1.1 million and lease inducement of $3.0 million during the second quarter of 2011. In addition, during the fourth quarter of 2011, we recorded a $2.3 million write-off associated with our Formation working capital note.
|
|
●
|
Nursing home expenses of owned and operated assets was $0.6 million, a decrease of $7.3 million over the same period in 2010. The decrease was due to the deconsolidation of two owned and operated facilities effective June 1, 2010. The 2011 cost relates to run-off costs.
|
Year Ended December 31,
|
||||||||
2011
|
2010
|
|||||||
(in thousands)
|
||||||||
Net income available to common
|
$ | 47,459 | $ | 49,350 | ||||
(Deduct gain) add back loss from real estate dispositions
|
(1,670 | ) | 4 | |||||
45,789 | 49,354 | |||||||
Elimination of non-cash items included in net income:
|
||||||||
Depreciation and amortization
|
100,337 | 84,623 | ||||||
Add back impairments on real estate properties
|
26,344 | 155 | ||||||
Funds from operations available to common stockholders
|
$ | 172,470 | $ | 134,132 |
Payments due by period
|
||||||||||||||||||||
Total
|
Less than
1 year |
1-3 years
|
3-5 years
|
More than
5 years |
||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Debt(1)
|
$ | 1,788,711 | $ | 5,251 | $ | 11,385 | $ | 270,677 | $ | 1,501,398 | ||||||||||
Interest payments on long-term debt
|
1,130,583 | 102,191 | 203,497 | 198,601 | 626,294 | |||||||||||||||
Operating lease obligations
|
24,595 | 2,562 | 5,150 | 5,186 | 11,697 | |||||||||||||||
Total
|
$ | 2,943,889 | $ | 110,004 | $ | 220,032 | $ | 474,464 | $ | 2,139,389 |
|
(1)
|
The $1.8 billion of debt outstanding includes (i) $158.0 million in borrowings under the $500 million unsecured revolving credit facility (the “2012 Revolving Credit Facility”) due in December 2016; (ii) $100 million unsecured, deferred draw term loan facility (the “2012 Term Loan Facility”) due in December 2017; (iii) $200 million aggregate principal amount of 7.5% Senior Notes due February 2020; (iv) $575 million aggregate principal amount of 6.75% Senior Notes due October 2022, (v) $400 million of 5.875% Senior Notes due March 2024; (vi) $20 million of 9.0% subordinated debt maturing in December 2021; (vii) $51 million of HUD debt at a 6.61% weighted average annual interest rate maturing between January 2036 and May 2040; (viii) $125 million of HUD Debt at a 4.85% annual interest rate and maturing between January 2040 and January 2045; (ix) $59 million of HUD debt at a 5.55% weighted average annual interest rate maturing July 2044; (x) $29 million of HUD debt at a 4.87% weighted average annual interest rate maturing between March 2036 and September 2040; (xi) $28 million of HUD debt at a 4.73% weighted average annual interest rate maturing between February 2040 and February 2045 and (xii) $44 million of HUD debt at a $5.97% weighted average annual interest rate maturing between April 2031 and March 2041.
|
|
●
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
|
●
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
|
●
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
|
Title of Document
|
Page
Number
|
|
Reports of Independent Registered Public Accounting Firm
|
F-1
|
|
Consolidated Balance Sheets as of December 31, 2012 and 2011
|
F-3
|
|
Consolidated Statements of Operations for the years ended
December 31, 2012, 2011 and 2010
|
F-4
|
|
Consolidated Statements of Stockholders’ Equity for the years ended
December 31, 2012, 2011 and 2010
|
F-5
|
|
Consolidated Statements of Cash Flows for the years ended
December 31, 2012, 2011 and 2010
|
F-6
|
|
Notes to Consolidated Financial Statements
|
F-8
|
Schedule III – Real Estate and Accumulated Depreciation
|
F-45
|
|
Schedule IV – Mortgage Loans on Real Estate
|
F-46
|
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
ASSETS
|
||||||||
Real estate properties
|
||||||||
Land and buildings
|
$ | 3,038,553 | $ | 2,537,039 | ||||
Less accumulated depreciation
|
(580,373 | ) | (470,420 | ) | ||||
Real estate properties – net
|
2,458,180 | 2,066,619 | ||||||
Mortgage notes receivable – net
|
238,621 | 238,675 | ||||||
2,696,801 | 2,305,294 | |||||||
Other investments – net
|
47,339 | 52,957 | ||||||
2,744,140 | 2,358,251 | |||||||
Assets held for sale – net
|
1,020 | 2,461 | ||||||
Total investments
|
2,745,160 | 2,360,712 | ||||||
Cash and cash equivalents
|
1,711 | 351 | ||||||
Restricted cash
|
36,660 | 34,112 | ||||||
Accounts receivable – net
|
125,180 | 100,664 | ||||||
Other assets
|
73,294 | 61,473 | ||||||
Total assets
|
$ | 2,982,005 | $ | 2,557,312 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Revolving line of credit
|
$ | 258,000 | $ | 272,500 | ||||
Secured borrowings
|
366,538 | 303,610 | ||||||
Unsecured borrowings – net
|
1,200,394 | 975,290 | ||||||
Accrued expenses and other liabilities
|
145,744 | 127,428 | ||||||
Total liabilities
|
1,970,676 | 1,678,828 | ||||||
Stockholders’ equity:
|
||||||||
Common stock $.10 par value authorized – 200,000 shares issued and outstanding – 112,393 shares as of December 31, 2012 and 103,410 as of December 31, 2011
|
11,239 | 10,341 | ||||||
Common stock – additional paid-in-capital
|
1,664,855 | 1,471,381 | ||||||
Cumulative net earnings
|
754,128 | 633,430 | ||||||
Cumulative dividends paid
|
(1,418,893 | ) | (1,236,668 | ) | ||||
Total stockholders’ equity
|
1,011,329 | 878,484 | ||||||
Total liabilities and stockholders’ equity
|
$ | 2,982,005 | $ | 2,557,312 |
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Revenues
|
||||||||||||
Rental income
|
$ | 314,592 | $ | 273,517 | $ | 232,772 | ||||||
Mortgage interest income
|
30,446 | 16,274 | 10,391 | |||||||||
Other investment income – net
|
4,760 | 2,070 | 3,936 | |||||||||
Miscellaneous
|
662 | 343 | 3,886 | |||||||||
Nursing home revenues of owned and operated assets
|
- | - | 7,336 | |||||||||
Total operating revenues
|
350,460 | 292,204 | 258,321 | |||||||||
Expenses
|
||||||||||||
Depreciation and amortization
|
112,983 | 100,337 | 84,623 | |||||||||
General and administrative
|
21,330 | 19,432 | 15,054 | |||||||||
Acquisition costs
|
909 | 1,204 | 1,554 | |||||||||
Impairment on real estate properties
|
272 | 26,344 | 155 | |||||||||
Provisions for uncollectible mortgages, notes and accounts receivable
|
- | 6,439 | - | |||||||||
Nursing home expenses of owned and operated assets
|
- | 653 | 7,998 | |||||||||
Total operating expenses
|
135,494 | 154,409 | 109,384 | |||||||||
Income before other income and expense
|
214,966 | 137,795 | 148,937 | |||||||||
Other income (expense)
|
||||||||||||
Interest income
|
29 | 40 | 105 | |||||||||
Interest expense
|
(95,527 | ) | (81,154 | ) | (67,340 | ) | ||||||
Interest – amortization of deferred financing costs
|
(2,649 | ) | (2,674 | ) | (3,780 | ) | ||||||
Interest – refinancing costs
|
(7,920 | ) | (3,071 | ) | (19,482 | ) | ||||||
Total other expense
|
(106,067 | ) | (86,859 | ) | (90,497 | ) | ||||||
Income before gain (loss) on assets sold
|
108,899 | 50,936 | 58,440 | |||||||||
Gain (loss) on assets sold – net
|
11,799 | 1,670 | (4 | ) | ||||||||
Net income
|
120,698 | 52,606 | 58,436 | |||||||||
Preferred stock dividends
|
- | (1,691 | ) | (9,086 | ) | |||||||
Preferred stock redemption
|
- | (3,456 | ) | - | ||||||||
Net income available to common stockholders
|
$ | 120,698 | $ | 47,459 | $ | 49,350 | ||||||
Income per common share available to common stockholders:
|
||||||||||||
Basic:
|
||||||||||||
Net income
|
$ | 1.12 | $ | 0.46 | $ | 0.52 | ||||||
Diluted:
|
||||||||||||
Net income
|
$ | 1.12 | $ | 0.46 | $ | 0.52 | ||||||
Weighted-average shares outstanding, basic
|
107,591 | 102,119 | 94,056 | |||||||||
Weighted-average shares outstanding, diluted
|
108,011 | 102,177 | 94,237 |
Preferred
Stock
|
Common Stock
Par Value
|
Common Stock
Additional Paid-in Capital
|
Cumulative
Net Earnings
|
Cumulative
Dividends Paid |
Total
|
|||||||||||||||||||
Balance at December 31, 2009 (88,266 common shares)
|
$ | 108,488 | $ | 8,827 | $ | 1,157,931 | $ | 522,388 | $ | (932,407 | ) | $ | 865,227 | |||||||||||
Issuance of common stock:
|
||||||||||||||||||||||||
Grant of restricted stock (13 shares at $20.00 per share)
|
— | 1 | (1 | ) | — | — | — | |||||||||||||||||
Amortization of restricted stock
|
— | — | 2,180 | — | — | 2,180 | ||||||||||||||||||
Vesting of restricted stock (grants 112 shares)
|
— | 11 | (2,119 | ) | — | — | (2,108 | ) | ||||||||||||||||
Dividend reinvestment and stock purchase plan (2,961 shares at $20.45 per share)
|
— | 296 | 60,215 | — | — | 60,511 | ||||||||||||||||||
Exercised options (15 shares at an average exercise price of $6.12 per share)
|
— | 1 | 88 | — | — | 89 | ||||||||||||||||||
Grant of stock as payment of directors fees (7 shares at an average of $20.07 per share)
|
— | 1 | 149 | — | — | 150 | ||||||||||||||||||
Equity Shelf Program (6,865 shares at $20.74 per share, net of issuance costs)
|
— | 687 | 138,094 | — | — | 138,781 | ||||||||||||||||||
Issuance of common stock for acquisition (995 shares at $19.80 per share)
|
— | 99 | 19,594 | — | — | 19,693 | ||||||||||||||||||
Net income
|
— | — | — | 58,436 | — | 58,436 | ||||||||||||||||||
Common dividends ($1.37 per share)
|
— | — | — | — | (129,807 | ) | (129,807 | ) | ||||||||||||||||
Preferred dividends (Series D of $2.09 per share)
|
— | — | — | — | (9,086 | ) | (9,086 | ) | ||||||||||||||||
Balance at December 31, 2010 (99,233 common shares)
|
108,488 | 9,923 | 1,376,131 | 580,824 | (1,071,300 | ) | 1,004,066 | |||||||||||||||||
Issuance of common stock:
|
||||||||||||||||||||||||
Grant of restricted stock (13 shares at $22.00 per share)
|
— | 1 | (1 | ) | — | — | — | |||||||||||||||||
Amortization of restricted stock
|
— | — | 5,984 | — | — | 5,984 | ||||||||||||||||||
Vesting of restricted stock (grants 68 shares)
|
— | 7 | (1,261 | ) | — | — | (1,254 | ) | ||||||||||||||||
Dividend reinvestment plan (2,853 shares at $20.78 per share)
|
— | 285 | 58,833 | — | — | 59,118 | ||||||||||||||||||
Grant of stock as payment of directors fees (8 shares at an average of $19.43 per share)
|
— | 1 | 149 | — | — | 150 | ||||||||||||||||||
Equity Shelf Program (1,419 shares at $22.61 per share, net of issuance costs)
|
— | 142 | 31,068 | — | — | 31,210 | ||||||||||||||||||
Common stock repurchase (183 shares at $15.96 per share)
|
— | (18 | ) | (2,910 | ) | — | — | (2,928 | ) | |||||||||||||||
Preferred stock redemption
|
(108,488 | ) | — | 3,388 | — | (3,456 | ) | (108,556 | ) | |||||||||||||||
Net income
|
— | — | — | 52,606 | — | 52,606 | ||||||||||||||||||
Common dividends ($1.55 per share)
|
— | — | — | — | (158,707 | ) | (158,707 | ) | ||||||||||||||||
Preferred dividends (Series D of $0.74 per share)
|
— | — | — | — | (3,205 | ) | (3,205 | ) | ||||||||||||||||
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 to company directors (13 shares at $20.29 per share)
|
— | 1 | (1 | ) | — | — | — | |||||||||||||||||
Amortization of restricted stock
|
— | — | 5,880 | — | — | 5,880 | ||||||||||||||||||
Vesting of restricted stock to company executives, net of tax withholdings (72 shares)
|
— | 7 | (1,247 | ) | — | — | (1,240 | ) | ||||||||||||||||
Dividend reinvestment plan (5,063 shares at $22.11 per share)
|
— | 506 | 111,408 | — | — | 111,914 | ||||||||||||||||||
Grant of stock as payment of directors fees (9 shares at an average of $22.17 per share)
|
— | 1 | 199 | — | — | 200 | ||||||||||||||||||
Equity Shelf Program (3,398 shares at $23.47 per share, net of issuance costs)
|
— | 340 | 77,278 | — | — | 77,618 | ||||||||||||||||||
Net income
|
— | — | — | 120,698 | — | 120,698 | ||||||||||||||||||
Common dividends ($1.69 per share)
|
— | — | — | — | (182,225 | ) | (182,225 | ) | ||||||||||||||||
Balance at December 31, 2012 (112,393 common shares)
|
$ | — | $ | 11,239 | $ | 1,664,855 | $ | 754,128 | $ | (1,418,893 | ) | $ | 1,011,329 |
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Cash flow from operating activities
|
||||||||||||
Net income
|
$ | 120,698 | $ | 52,606 | $ | 58,436 | ||||||
Adjustment to reconcile net income to cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
112,983 | 100,337 | 84,623 | |||||||||
Impairment on real estate properties
|
272 | 26,344 | 155 | |||||||||
Provisions for uncollectible mortgages, notes and accounts receivable
|
— | 6,439 | — | |||||||||
Amortization of deferred financing and refinancing costs
|
10,569 | 5,745 | 23,262 | |||||||||
Restricted stock amortization expense
|
5,942 | 6,037 | 2,211 | |||||||||
(Gain) loss on assets sold – net
|
(11,799 | ) | (1,670 | ) | 4 | |||||||
Amortization of acquired in-place leases – net
|
(5,312 | ) | (6,088 | ) | (3,968 | ) | ||||||
Other
|
(663 | ) | (150 | ) | (93 | ) | ||||||
Gain on sale of securities
|
— | — | (789 | ) | ||||||||
Change in operating assets and liabilities – net of amounts assumed/acquired:
|
||||||||||||
Accounts receivable, net
|
(246 | ) | (1,463 | ) | (45 | ) | ||||||
Straight-line rent
|
(25,404 | ) | (12,560 | ) | (11,210 | ) | ||||||
Lease inducement
|
3,369 | 3,380 | (6 | ) | ||||||||
Effective yield receivable on mortgage notes
|
(2,235 | ) | (1,341 | ) | — | |||||||
Other operating assets and liabilities
|
97 | (7,601 | ) | 2,762 | ||||||||
Operating assets and liabilities for owned and operated properties
|
— | (244 | ) | 2,221 | ||||||||
Net cash provided by operating activities
|
208,271 | 169,771 | 157,563 | |||||||||
Cash flow from investing activities
|
||||||||||||
Acquisition of real estate – net of liabilities assumed and escrows acquired
|
(396,623 | ) | (86,704 | ) | (343,180 | ) | ||||||
Placement of mortgage loans
|
(11,969 | ) | (130,042 | ) | (20,657 | ) | ||||||
Proceeds from sale of real estate investments
|
29,023 | 5,150 | 81 | |||||||||
Capital improvements and funding of other investments
|
(29,436 | ) | (19,597 | ) | (36,025 | ) | ||||||
Proceeds from other investments
|
15,355 | 6,983 | 21,324 | |||||||||
Investments in other investments
|
(9,737 | ) | (33,504 | ) | (16,436 | ) | ||||||
Collection of mortgage principal – net
|
12,684 | 74 | 78 | |||||||||
Net cash used in investing activities
|
(390,703 | ) | (257,640 | ) | (394,815 | ) | ||||||
Cash flow from financing activities
|
||||||||||||
Proceeds from credit line borrowings
|
712,000 | 569,000 | 385,000 | |||||||||
Payments of credit line borrowings
|
(726,500 | ) | (296,500 | ) | (479,100 | ) | ||||||
Receipts of other long-term borrowings
|
400,000 | — | 779,770 | |||||||||
Payments of other long-term borrowings
|
(190,686 | ) | (2,593 | ) | (470,478 | ) | ||||||
Payments of financing related costs
|
(17,124 | ) | (4,305 | ) | (31,579 | ) | ||||||
Receipts from Dividend Reinvestment Plan – net
|
111,914 | 59,118 | 60,511 | |||||||||
Payments for exercised options and restricted stock – net
|
(1,240 | ) | (1,254 | ) | (2,019 | ) | ||||||
Net proceeds from issuance of common stock
|
77,618 | 31,210 | 138,781 | |||||||||
Dividends paid
|
(182,190 | ) | (161,893 | ) | (138,883 | ) | ||||||
Repurchase of common stock
|
— | (2,928 | ) | — | ||||||||
Redemption of preferred stock
|
— | (108,556 | ) | — | ||||||||
Net cash provided by financing activities
|
183,792 | 81,299 | 242,003 | |||||||||
Increase (decrease) in cash and cash equivalents
|
1,360 | (6,570 | ) | 4,751 | ||||||||
Cash and cash equivalents at beginning of year
|
351 | 6,921 | 2,170 | |||||||||
Cash and cash equivalents at end of year
|
$ | 1,711 | $ | 351 | $ | 6,921 | ||||||
Interest paid during the year, net of amounts capitalized
|
$ | 94,841 | $ | 79,199 | $ | 60,290 |
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Assumed debt obligations
|
$ | 80,946 | $ | 101,259 | $ | 202,015 | ||||||
Assumed other assets/liabilities
|
13,640 | — | — | |||||||||
Non-cash settlement of mortgage obligations
|
— | — | (12,395 | ) | ||||||||
Non-cash acquisition of real estate properties
|
— | — | 12,395 | |||||||||
Stock consideration issued for acquisition
|
— | — | 19,693 | |||||||||
Total non-cash real estate acquisition related items
|
$ | 94,586 | $ | 101,259 | $ | 221,708 |
December 31,
|
||||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Contractual receivables
|
$ | 3,963 | $ | 4,683 | ||||
Effective yield interest receivables
|
3,576 | 1,341 | ||||||
Straight-line receivables
|
98,973 | 73,604 | ||||||
Lease inducements
|
19,307 | 22,677 | ||||||
Allowance
|
(639 | ) | (1,641 | ) | ||||
Accounts receivable – net
|
$ | 125,180 | $ | 100,664 |
December 31,
|
||||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Buildings
|
$ | 2,580,400 | $ | 2,157,015 | ||||
Site improvement and equipment
|
213,471 | 184,503 | ||||||
Land
|
244,682 | 195,521 | ||||||
3,038,553 | 2,537,039 | |||||||
Less accumulated depreciation
|
(580,373 | ) | (470,420 | ) | ||||
Total
|
$ | 2,458,180 | $ | 2,066,619 |
(in thousands)
|
||||
2013
|
$ | 338,520 | ||
2014
|
350,265 | |||
2015
|
355,798 | |||
2016
|
338,398 | |||
2017
|
342,487 | |||
Thereafter
|
1,793,621 | |||
Total
|
$ | 3,519,089 |
1 year
|
1-3 years
|
3-5 years
|
Thereafter
|
$1.2
|
$2.1
|
$1.7
|
$1.8
|
|
●
|
$65 million in cash;
|
|
●
|
$202 million face value of assumed debt, which includes $20 million of 9.0% unsecured debt maturing in December 2021, $53 million of HUD debt at a 6.61% weighted average annual interest rate maturing between January 2036 and May 2040, and $129 million of new HUD Debt at a 4.85% annual interest rate maturing between January 2040 and January 2045; and
|
|
●
|
995 thousand shares of our common stock valued at approximately $19 million on June 29, 2010.
|
1 year
|
1-3 years
|
3-5 years
|
Thereafter
|
$2.9
|
$5.1
|
$0.9
|
$1.7
|
1 year
|
1-3 years
|
3-5 years
|
Thereafter
|
$1.0
|
$2.4
|
$1.9
|
$2.5
|
Pro Forma
|
||||||||
Year Ended December 31,
|
||||||||
2012
|
2011
|
|||||||
(in thousands, except per share
amount, unaudited) |
||||||||
Revenues
|
$ | 393,484 | $ | 366,344 | ||||
Net income available to common stockholders
|
138,644 | 74,975 | ||||||
Earnings per share – diluted:
|
||||||||
Net income available to common stockholders – as reported
|
$ | 1.12 | $ | 0.46 | ||||
Net income available to common stockholders – pro forma
|
$ | 1.28 | $ | 0.73 |
For Year Ended December 31,
|
||||||||||||
2012
|
2011 (2)
|
2010 (1)
|
||||||||||
(in thousands)
|
||||||||||||
Nursing home revenues
|
$ | — | $ | — | $ | 7,336 | ||||||
Nursing home expenses
|
— | 653 | 7,998 | |||||||||
Loss from nursing home operations
|
$ | — | $ | (653 | ) | $ | (662 | ) |
|
(1)
|
2010 includes revenues and expenses for two facilities from January 1, 2010 through May 31, 2010.
|
|
(2)
|
2011 expense relates to run-off expense associated with shutting down the operations.
|
December 31,
|
||||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Two Construction Mortgage notes; interest at 12.50%
|
$ | 11,751 | $ | 2,234 | ||||
Mortgage note due 2013; interest at 11.00%
|
5,000 | 5,000 | ||||||
Mortgage note due 2016; interest at 11.50%
|
- | 11,545 | ||||||
Mortgage note due 2021; interest at 12.50%
|
5,574 | 5,574 | ||||||
Mortgage note due 2021; monthly payment of $34,500, including interest at 11.00%
|
91,585 | 92,000 | ||||||
Mortgage note due 2022; interest at 12.50%
|
5,310 | 4,990 | ||||||
Mortgage notes due 2022; interest at 12.00%
|
7,076 | 6,504 | ||||||
Mortgage note due 2023; interest at 11.00%
|
69,928 | 69,928 | ||||||
Mortgage note due 2030; interest at 10.40%
|
15,897 | 15,900 | ||||||
Four Mortgage notes due 2046; interest at 12.00%
|
26,500 | 25,000 | ||||||
Total mortgages — net (1)
|
$ | 238,621 | $ | 238,675 |
|
(1)
|
As of December 31, 2011 and 2012 we have no allowance for loan loss for any of our mortgages.
|
December 31,
|
||||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Infinia on demand
|
$ | - | $ | 225 | ||||
Other Investment note due 2015
|
2,518 | 2,718 | ||||||
Other Investment notes due 2021 - 2023
|
9,775 | 4,996 | ||||||
Other Investment note due 2013(1)
|
1,018 | 12,938 | ||||||
Other Investment note due 2014
|
812 | 1,500 | ||||||
$28.0 million Other Investment note due 2017
|
26,500 | 28,000 | ||||||
$4.0 Million Other Investment note due 2013
|
3,450 | - | ||||||
Other Investment note due 2013
|
261 | - | ||||||
$1.3 million Other Investment note due 2017
|
425 | - | ||||||
Notes receivable, gross(2)
|
44,759 | 50,377 | ||||||
Allowance for loss on notes receivable
|
(1,977 | ) | (1,977 | ) | ||||
Notes receivable, net
|
42,782 | 48,400 | ||||||
Marketable securities and other
|
4,557 | 4,557 | ||||||
Total other investments
|
$ | 47,339 | $ | 52,957 |
|
(1)
|
The Formation note was assumed by Genesis on January 1, 2012.
|
|
(2)
|
The majority of these notes bear interest at approximately 10% annually.
|
Current
|
December 31,
|
|||||||||||||
Maturity
|
Rate
|
2012
|
2011
|
|||||||||||
(in thousands)
|
||||||||||||||
Secured borrowings:
|
||||||||||||||
HUD Berkadia mortgages assumed June 2010 (1)
|
2036 - 2040 | 6.61 | % | $ | 62,921 | $ | 64,533 | |||||||
HUD Capital Funding mortgages assumed June 2010 (1)
|
2040 - 2045 | 4.85 | % | 130,887 | 133,061 | |||||||||
HUD mortgages assumed October 2011 (1)
|
2036 - 2040 | 4.87 | % | 31,991 | 32,813 | |||||||||
HUD mortgages assumed December 2011(1)
|
2044 | 5.55 | % | 58,884 | 73,203 | |||||||||
HUD mortgages assumed December 2012(1)
|
2031 - 2045 | 5.50 | % | 81,855 | — | |||||||||
Total secured borrowings
|
366,538 | 303,610 | ||||||||||||
Unsecured borrowings:
|
||||||||||||||
Revolving line of credit
|
2016 - 2017 | 1.81 | % | $ | 258,000 | $ | 272,500 | |||||||
2016 Notes
|
2016 | 7.00 | % | — | 175,000 | |||||||||
2020 Notes
|
2020 | 7.50 | % | 200,000 | 200,000 | |||||||||
2022 Notes
|
2022 | 6.75 | % | 575,000 | 575,000 | |||||||||
2024 Notes
|
2024 | 5.875 | % | 400,000 | — | |||||||||
Subordinated debt
|
2021 | 9.00 | % | 21,049 | 21,219 | |||||||||
1,196,049 | 971,219 | |||||||||||||
Premium - net
|
4,345 | 4,071 | ||||||||||||
Total unsecured borrowings
|
1,458,394 | 1,247,790 | ||||||||||||
Totals – net
|
$ | 1,824,932 | $ | 1,551,400 |
|
(1)
|
Reflects the weighted average interest rate on the mortgages.
|
(in thousands)
|
||||
2013
|
$ | 5,251 | ||
2014
|
5,540 | |||
2015
|
5,845 | |||
2016
|
164,168 | |||
2017
|
106,509 | |||
Thereafter
|
1,501,398 | |||
Totals
|
$ | 1,788,711 |
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Write off of deferred finance cost due to refinancing (1) (2)(3)
|
$ | 3,024 | $ | 3,055 | $ | 8,231 | ||||||
Prepayment and other costs associated with refinancing (4)
|
4,896 | 16 | 11,251 | |||||||||
Total debt extinguishment costs
|
$ | 7,920 | $ | 3,071 | $ | 19,482 | ||||||
|
(1)
|
In 2012, we wrote-off: (a) $2.2 million deferred financing costs associated with the tender offer and redemption of our $175 million 7% 2016 Notes; and (b) $2.5 million deferred financing costs associated with the termination of our $475 million 2011 Credit Facility. These costs were offset by a $1.7 million gain resulting from the write-off of unamortized premium on the four HUD loans that were paid off in the second quarter of 2012.
|
|
(2)
|
In 2011, we terminated our $320 million 2010 Credit Facility and wrote-off deferred financing costs of $3.1 million.
|
|
(3)
|
In 2010, we wrote-off: (a) $3.5 million associated with the termination of our $200 million 2009 Credit Facility, (b) $2.2 million associated with the termination of a $100 million GECC term loan and (c) $2.6 million associated with the tender offer and retirement of our outstanding $310 million 7% Senior Notes due 2014.
|
|
(4)
|
In 2012, we incurred $4.9 million prepayment penalties and other costs associated with the tender offer and redemption of our $175 million 7% 2016 Notes. In 2010, we made prepayment penalties of: (a) $3.0 million for the early termination of a $100 million GECC term loan and (b) $8.3 million for the tender offer and retirement of our outstanding $310 million 7% Senior Notes due 2014.
|
2012
|
2011
|
|||||||||||||||
Carrying
Amount
|
Fair
Value
|
Carrying
Amount
|
Fair
Value
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Assets:
|
||||||||||||||||
Cash and cash equivalents
|
$ | 1,711 | $ | 1,711 | $ | 351 | $ | 351 | ||||||||
Restricted cash
|
36,660 | 36,660 | 34,112 | 34,112 | ||||||||||||
Mortgage notes receivable – net
|
238,621 | 235,705 | 238,675 | 241,494 | ||||||||||||
Other investments – net
|
47,339 | 44,077 | 52,957 | 48,903 | ||||||||||||
Totals
|
$ | 324,331 | $ | 318,153 | $ | 326,095 | $ | 324,860 | ||||||||
Liabilities:
|
||||||||||||||||
Revolving line of credit
|
$ | 258,000 | $ | 258,000 | $ | 272,500 | $ | 272,500 | ||||||||
7.00% Notes due 2016 – net
|
— | — | 174,376 | 186,398 | ||||||||||||
7.50% Notes due 2020 – net
|
197,546 | 252,363 | 197,202 | 216,114 | ||||||||||||
6.75% Notes due 2022 – net
|
581,799 | 724,240 | 582,493 | 582,684 | ||||||||||||
5.875% Notes due 2024 – net
|
400,000 | 441,761 | — | — | ||||||||||||
HUD debt
|
366,538 | 433,803 | 303,610 | 321,949 | ||||||||||||
Subordinated debt
|
21,049 | 27,896 | 21,219 | 23,198 | ||||||||||||
Totals
|
$ | 1,824,932 | $ | 2,138,063 | $ | 1,551,400 | $ | 1,602,843 |
|
●
|
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 (Level 3).
|
|
●
|
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 (Level 3). The fair value of the investment in the unconsolidated business is estimated using quoted market value and considers the terms of the underlying arrangement (Level 3).
|
|
●
|
Revolving lines 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 (Level 2).
|
|
●
|
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 (Level 2).
|
Number of
Shares |
Weighted Average
Grant-Date Fair Value per Share |
Compensation
Cost (1) (in millions) |
||||||||||
Non-vested at December 31, 2009
|
102,374 | $ | 16.81 | |||||||||
Granted during 2010
|
15,500 | 20.00 | $ | 0.3 | ||||||||
Vested during 2010
|
(91,607 | ) | 16.96 | |||||||||
Non-vested at December 31, 2010
|
26,267 | $ | 18.19 | |||||||||
Granted during 2011
|
444,003 | 22.42 | $ | 10.0 | ||||||||
Vested during 2011
|
(11,968 | ) | 17.42 | |||||||||
Non-vested at December 31, 2011
|
458,302 | $ | 22.31 | |||||||||
Granted during 2012
|
15,500 | 20.29 | $ | 0.3 | ||||||||
Vested during 2012
|
(14,300 | ) | 19.56 | |||||||||
Non-vested at December 31, 2012
|
459,502 | $ | 22.33 | |||||||||
(1) Total compensation cost to be recognized on the awards based on grant date fair value. |
Number of
Shares |
Weighted-
Average Grant- Date Fair Value per Share |
Compensation
Cost (1) (in millions) |
||||||||||
Non-vested at December 31, 2009
|
247,992 | $ | 7.28 | |||||||||
Granted during 2010
|
- | - | ||||||||||
Modification during 2010
|
- | 1.48 | $ | 0.4 | ||||||||
Vested during 2010
|
(247,992 | ) | 8.76 | |||||||||
Non-vested at December 31, 2010
|
- | $ | - | |||||||||
Granted during 2011
|
496,979 | 11.28 | $ | 5.6 | ||||||||
Vested during 2011
|
- | - | ||||||||||
Forfeited during 2011
|
(124,244 | ) | 11.04 | |||||||||
Non-vested at December 31, 2011
|
372,735 | $ | 11.36 | |||||||||
Granted during 2012
|
124,244 | 9.61 | $ | 1.2 | ||||||||
Vested during 2012
|
(124,244 | ) | 9.61 | |||||||||
Non-vested at December 31, 2012
|
372,735 | $ | 11.36 |
|
(1)
|
Total compensation cost to be recognized on the awards was based on grant date fair value or the modification date fair value.
|
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Common
|
||||||||||||
Ordinary income
|
$ | 0.884 | $ | 0.989 | $ | 0.777 | ||||||
Return of capital
|
0.806 | 0.561 | 0.593 | |||||||||
Long-term capital gain
|
— | — | — | |||||||||
Total dividends paid
|
$ | 1.690 | $ | 1.550 | $ | 1.370 | ||||||
Series D Preferred
|
||||||||||||
Ordinary income
|
$ | — | $ | 0.739 | $ | 2.094 | ||||||
Return of capital
|
— | — | — | |||||||||
Long-term capital gain
|
— | — | — | |||||||||
Total dividends paid
|
$ | — | $ | 0.739 | $ | 2.094 |
March 31
|
June 30
|
September 30
|
December 31
|
|||||||||||||
(in thousands, except per share amounts)
|
||||||||||||||||
2012
|
||||||||||||||||
Revenues
|
$ | 84,515 | $ | 83,825 | $ | 87,108 | $ | 95,012 | ||||||||
Net income
|
26,084 | 30,572 | 30,119 | 33,923 | ||||||||||||
Net income available to common stockholders
|
26,084 | 30,572 | 30,119 | 33,923 | ||||||||||||
Net income available to common per share:
|
||||||||||||||||
Basic net income
|
$ | 0.25 | $ | 0.29 | $ | 0.28 | $ | 0.30 | ||||||||
Diluted net income
|
$ | 0.25 | $ | 0.29 | $ | 0.27 | $ | 0.30 | ||||||||
Cash dividends paid on common stock
|
$ | 0.41 | $ | 0.42 | $ | 0.42 | $ | 0.44 | ||||||||
2011
|
||||||||||||||||
Revenues
|
$ | 70,476 | $ | 72,606 | $ | 72,818 | $ | 76,304 | ||||||||
Net (loss) income
|
(5,913 | ) | 17,790 | 21,436 | 19,293 | |||||||||||
Net (loss) income available to common stockholders
|
(11,076 | ) | 17,806 | 21,436 | 19,293 | |||||||||||
Net income available to common per share:
|
||||||||||||||||
Basic net (loss) income
|
$ | (0.11 | ) | $ | 0.17 | $ | 0.21 | $ | 0.19 | |||||||
Diluted net (loss) income
|
$ | (0.11 | ) | $ | 0.17 | $ | 0.21 | $ | 0.19 | |||||||
Cash dividends paid on common stock
|
$ | 0.37 | $ | 0.38 | $ | 0.40 | $ | 0.40 |
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands, except per share amounts)
|
||||||||||||
Numerator:
|
||||||||||||
Net income
|
$ | 120,698 | $ | 52,606 | $ | 58,436 | ||||||
Preferred stock dividends
|
- | (1,691 | ) | (9,086 | ) | |||||||
Preferred stock redemption
|
- | (3,456 | ) | - | ||||||||
Numerator for net income available to common per share - basic and diluted
|
$ | 120,698 | $ | 47,459 | $ | 49,350 | ||||||
Denominator:
|
||||||||||||
Denominator for basic earnings per share
|
107,591 | 102,119 | 94,056 | |||||||||
Effect of dilutive securities:
|
||||||||||||
Restricted stock
|
401 | 45 | 171 | |||||||||
Stock option incremental shares
|
- | - | 3 | |||||||||
Deferred stock
|
19 | 13 | 7 | |||||||||
Denominator for diluted earnings per share
|
108,011 | 102,177 | 94,237 |
Earnings per share - basic:
|
||||||||||||
Net income - basic
|
$ | 1.12 | $ | 0.46 | $ | 0.52 | ||||||
Earnings per share - diluted:
|
||||||||||||
Net income - diluted
|
$ | 1.12 | $ | 0.46 | $ | 0.52 |
December 31, 2012
|
||||||||||||||||
Issuer & Subsidiary Guarantors
|
Non – Guarantor
Subsidiaries |
Elimination Company
|
Consolidated
|
|||||||||||||
ASSETS
|
||||||||||||||||
Real estate properties
|
||||||||||||||||
Land and buildings
|
$ | 2,466,866 | $ | 571,687 | $ | — | $ | 3,038,553 | ||||||||
Less accumulated depreciation
|
(535,223 | ) | (45,150 | ) | — | (580,373 | ) | |||||||||
Real estate properties – net
|
1,931,643 | 526,537 | — | 2,458,180 | ||||||||||||
Mortgage notes receivable – net
|
238,621 | — | — | 238,621 | ||||||||||||
2,170,264 | 526,537 | — | 2,696,801 | |||||||||||||
Other investments – net
|
47,339 | — | — | 47,339 | ||||||||||||
2,217,603 | 526,537 | — | 2,744,140 | |||||||||||||
Assets held for sale – net
|
1,020 | — | — | 1,020 | ||||||||||||
Total investments
|
2,218,623 | 526,537 | — | 2,745,160 | ||||||||||||
Cash and cash equivalents
|
1,711 | — | — | 1,711 | ||||||||||||
Restricted cash
|
7,078 | 29,582 | — | 36,660 | ||||||||||||
Accounts receivable – net
|
118,473 | 6,707 | — | 125,180 | ||||||||||||
Investment in affiliates
|
163,610 | — | (163,610 | ) | — | |||||||||||
Other assets
|
38,224 | 35,070 | — | 73,294 | ||||||||||||
Total assets
|
$ | 2,547,719 | $ | 597,896 | (163,610 | ) | $ | 2,982,005 | ||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||||||||||
Revolving line of credit
|
$ | 258,000 | $ | — | $ | — | $ | 258,000 | ||||||||
Secured borrowings
|
— | 366,538 | — | 366,538 | ||||||||||||
Unsecured borrowings – net
|
1,179,345 | 21,049 | — | 1,200,394 | ||||||||||||
Accrued expenses and other liabilities
|
99,045 | 46,699 | — | 145,744 | ||||||||||||
Intercompany payable
|
— | 143,158 | (143,158 | ) | — | |||||||||||
Total liabilities
|
1,536,390 | 577,444 | (143,158 | ) | 1,970,676 | |||||||||||
Stockholders’ equity:
|
||||||||||||||||
Common stock
|
11,239 | — | — | 11,239 | ||||||||||||
Common stock – additional paid-in-capital
|
1,664,855 | — | — | 1,664,855 | ||||||||||||
Cumulative net earnings
|
754,128 | 20,452 | (20,452 | ) | 754,128 | |||||||||||
Cumulative dividends paid
|
(1,418,893 | ) | — | — | (1,418,893 | ) | ||||||||||
Total stockholders’ equity
|
1,011,329 | 20,452 | (20,452 | ) | 1,011,329 | |||||||||||
Total liabilities and stockholders’ equity
|
$ | 2,547,719 | $ | 597,896 | $ | (163,610 | ) | $ | 2,982,005 |
December 31, 2011
|
||||||||||||||||
Issuer & Subsidiary Guarantors
|
Non – Guarantor Subsidiaries
|
Elimination Company
|
Consolidated
|
|||||||||||||
ASSETS
|
||||||||||||||||
Real estate properties
|
||||||||||||||||
Land and buildings
|
$ | 2,095,441 | $ | 441,598 | $ | — | $ | 2,537,039 | ||||||||
Less accumulated depreciation
|
(446,581 | ) | (23,839 | ) | — | (470,420 | ) | |||||||||
Real estate properties – net
|
1,648,860 | 417,759 | — | 2,066,619 | ||||||||||||
Mortgage notes receivable – net
|
238,675 | — | — | 238,675 | ||||||||||||
1,887,535 | 417,759 | — | 2,305,294 | |||||||||||||
Other investments – net
|
52,957 | — | — | 52,957 | ||||||||||||
1,940,492 | 417,759 | — | 2,358,251 | |||||||||||||
Assets held for sale – net
|
2,461 | — | — | 2,461 | ||||||||||||
Total investments
|
1,942,953 | 417,759 | — | 2,360,712 | ||||||||||||
Cash and cash equivalents
|
351 | — | — | 351 | ||||||||||||
Restricted cash
|
6,511 | 27,601 | — | 34,112 | ||||||||||||
Accounts receivable – net
|
97,407 | 3,257 | — | 100,664 | ||||||||||||
Investment in affiliates
|
119,564 | — | (119,564 | ) | — | |||||||||||
Other assets
|
32,798 | 28,675 | — | 61,473 | ||||||||||||
Total assets
|
$ | 2,199,584 | $ | 477,292 | (119,564 | ) | $ | 2,557,312 | ||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||||||||||
Revolving line of credit
|
$ | 272,500 | $ | — | $ | — | $ | 272,500 | ||||||||
Secured borrowings
|
13,652 | 289,958 | — | 303,610 | ||||||||||||
Unsecured borrowings – net
|
954,071 | 21,219 | — | 975,290 | ||||||||||||
Accrued expenses and other liabilities
|
80,877 | 46,551 | — | 127,428 | ||||||||||||
Intercompany payable
|
— | 109,907 | (109,907 | ) | — | |||||||||||
Total liabilities
|
1,321,100 | 467,635 | (109,907 | ) | 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 | 9,657 | (9,657 | ) | 633,430 | |||||||||||
Cumulative dividends paid
|
(1,236,668 | ) | — | — | (1,236,668 | ) | ||||||||||
Total stockholders’ equity
|
878,484 | 9,657 | (9,657 | ) | 878,484 | |||||||||||
Total liabilities and stockholders’ equity
|
$ | 2,199,584 | $ | 477,292 | $ | (119,564 | ) | $ | 2,557,312 |
Year Ended December 31, 2012
|
||||||||||||||||
Issuer & Subsidiary Guarantors | Non – Guarantor Subsidiaries |
Elimination
Company |
Consolidated
|
|||||||||||||
Revenue
|
||||||||||||||||
Rental income
|
$ | 266,213 | $ | 48,379 | $ | - | $ | 314,592 | ||||||||
Mortgage interest income
|
30,446 | - | - | 30,446 | ||||||||||||
Other investment income – net
|
4,760 | - | - | 4,760 | ||||||||||||
Miscellaneous
|
662 | - | - | 662 | ||||||||||||
Total operating revenues
|
302,081 | 48,379 | - | 350,460 | ||||||||||||
Expenses
|
||||||||||||||||
Depreciation and amortization
|
91,672 | 21,311 | - | 112,983 | ||||||||||||
General and administrative
|
20,913 | 417 | - | 21,330 | ||||||||||||
Acquisition costs
|
909 | - | - | 909 | ||||||||||||
Impairment loss on real estate properties
|
272 | - | - | 272 | ||||||||||||
Total operating expenses
|
113,766 | 21,728 | - | 135,494 | ||||||||||||
Income before other income and expense
|
188,315 | 26,651 | - | 214,966 | ||||||||||||
Other income (expense):
|
||||||||||||||||
Interest income
|
2 | 27 | - | 29 | ||||||||||||
Interest expense
|
(79,644 | ) | (15,883 | ) | - | (95,527 | ) | |||||||||
Interest – amortization of deferred financing costs
|
(2,649 | ) | - | - | (2,649 | ) | ||||||||||
Interest – refinancing costs
|
(7,920 | ) | - | - | (7,920 | ) | ||||||||||
Equity in earnings
|
10,795 | - | (10,795 | ) | - | |||||||||||
Total other expense
|
(79,416 | ) | (15,856 | ) | (10,795 | ) | (106,067 | ) | ||||||||
Income before gain on assets sold
|
108,899 | 10,795 | (10,795 | ) | 108,899 | |||||||||||
Gain on assets sold - net
|
11,799 | - | - | 11,799 | ||||||||||||
Net income available to common stockholders
|
$ | 120,698 | $ | 10,795 | $ | (10,795 | ) | $ | 120,698 |
Year Ended December 31, 2011
|
||||||||||||||||
Issuer & Subsidiary Guarantors |
Non – Guarantor Subsidiaries |
Elimination Company |
Consolidated | |||||||||||||
Revenue
|
||||||||||||||||
Rental income
|
$ | 239,077 | $ | 34,440 | $ | - | $ | 273,517 | ||||||||
Mortgage interest income
|
16,274 | - | - | 16,274 | ||||||||||||
Other investment income – net
|
2,070 | - | - | 2,070 | ||||||||||||
Miscellaneous
|
343 | - | - | 343 | ||||||||||||
Total operating revenues
|
257,764 | 34,440 | - | 292,204 | ||||||||||||
Expenses
|
||||||||||||||||
Depreciation and amortization
|
84,568 | 15,769 | - | 100,337 | ||||||||||||
General and administrative
|
19,138 | 294 | - | 19,432 | ||||||||||||
Acquisition costs
|
1,204 | - | - | 1,204 | ||||||||||||
Impairment loss on real estate properties
|
26,344 | - | - | 26,344 | ||||||||||||
Provisions for uncollectible accounts receivable
|
6,439 | - | - | 6,439 | ||||||||||||
Nursing home expenses of owned and operated assets
|
653 | - | - | 653 | ||||||||||||
Total operating expenses
|
138,346 | 16,063 | - | 154,409 | ||||||||||||
Income before other income and expense
|
119,418 | 18,377 | - | 137,795 | ||||||||||||
Other income (expense):
|
||||||||||||||||
Interest income
|
15 | 25 | - | 40 | ||||||||||||
Interest expense
|
(69,881 | ) | (11,273 | ) | - | (81,154 | ) | |||||||||
Interest – amortization of deferred financing costs
|
(2,674 | ) | - | - | (2,674 | ) | ||||||||||
Interest – refinancing costs
|
(3,071 | ) | - | - | (3,071 | ) | ||||||||||
Equity in earnings
|
7,129 | - | (7,129 | ) | - | |||||||||||
Total other expense
|
(68,482 | ) | (11,248 | ) | (7,129 | ) | (86,859 | ) | ||||||||
Income before gain on assets sold
|
50,936 | 7,129 | (7,129 | ) | 50,936 | |||||||||||
Gain on assets sold - net
|
1,670 | - | - | 1,670 | ||||||||||||
Net income
|
52,606 | 7,129 | (7,129 | ) | 52,606 | |||||||||||
Preferred stock dividends
|
(1,691 | ) | - | - | (1,691 | ) | ||||||||||
Preferred stock redemption
|
(3,456 | ) | - | - | (3,456 | ) | ||||||||||
Net income available to common stockholders
|
$ | 47,459 | $ | 7,129 | $ | (7,129 | ) | $ | 47,459 |
Year Ended December 31, 2010
|
||||||||||||||||
Issuer & Subsidiary Guarantors
|
Non –
Guarantor Subsidiaries |
Elimination
|
Consolidated
|
|||||||||||||
Revenue
|
||||||||||||||||
Rental income
|
$ | 215,992 | $ | 16,780 | $ | - | $ | 232,772 | ||||||||
Mortgage interest income
|
10,391 | - | - | 10,391 | ||||||||||||
Other investment income – net
|
3,936 | - | - | 3,936 | ||||||||||||
Miscellaneous
|
3,886 | - | - | 3,886 | ||||||||||||
Nursing home revenues of owned and operated assets
|
7,336 | - | - | 7,336 | ||||||||||||
Total operating revenues
|
241,541 | 16,780 | - | 258,321 | ||||||||||||
Expenses
|
||||||||||||||||
Depreciation and amortization
|
76,553 | 8,070 | - | 84,623 | ||||||||||||
General and administrative
|
14,744 | 310 | - | 15,054 | ||||||||||||
Acquisition costs
|
1,554 | - | - | 1,554 | ||||||||||||
Impairment loss on real estate properties
|
155 | - | - | 155 | ||||||||||||
Nursing home expenses of owned and operated assets
|
7,998 | - | - | 7,998 | ||||||||||||
Total operating expenses
|
101,004 | 8,380 | - | 109,384 | ||||||||||||
Income before other income and expense
|
140,537 | 8,400 | - | 148,937 | ||||||||||||
Other income (expense):
|
||||||||||||||||
Interest income
|
86 | 19 | - | 105 | ||||||||||||
Interest expense
|
(61,449 | ) | (5,891 | ) | - | (67,340 | ) | |||||||||
Interest – amortization of deferred financing costs
|
(3,780 | ) | - | - | (3,780 | ) | ||||||||||
Interest – refinancing costs
|
(19,482 | ) | - | - | (19,482 | ) | ||||||||||
Equity in earnings
|
2,528 | - | (2,528 | ) | - | |||||||||||
Total other expense
|
(82,097 | ) | (5,872 | ) | (2,528 | ) | (90,497 | ) | ||||||||
Income before gain (loss) on assets sold
|
58,440 | 2,528 | (2,528 | ) | 58,440 | |||||||||||
Loss on assets sold – net
|
(4 | ) | - | - | (4 | ) | ||||||||||
Net income
|
58,436 | 2,528 | (2,528 | ) | 58,436 | |||||||||||
Preferred stock dividends
|
(9,086 | ) | - | - | (9,086 | ) | ||||||||||
Net income available to common
|
$ | 49,350 | $ | 2,528 | $ | (2,528 | ) | $ | 49,350 |
(3) | ||||||||||||||||||||||||||||||
Gross Amount at
|
||||||||||||||||||||||||||||||
Which Carried at
|
||||||||||||||||||||||||||||||
Initial Cost to
|
Cost Capitalized
|
Close of Period
|
Life on Which
|
|||||||||||||||||||||||||||
Company
|
Subsequent to
|
Buildings
|
Depreciation
|
|||||||||||||||||||||||||||
Buildings
|
Acquisition
|
and Land
|
(4) |
in Latest
|
||||||||||||||||||||||||||
and Land
|
Improvements
|
Accumulated
|
Date of
|
Date
|
Income Statements
|
|||||||||||||||||||||||||
Description (1)
|
Encumbrances
|
Improvements
|
Improvements
|
Impairment
|
Other
|
Total
|
Depreciation
|
Construction
|
Acquired
|
is Computed
|
||||||||||||||||||||
Genesis HealthCare:
|
||||||||||||||||||||||||||||||
Alabama (LTC)
|
23,584,956 | 6,523,220 | - | - | 30,108,176 | 12,154,902 | 1964-1974 | 1997 |
33 years
|
|||||||||||||||||||||
California (LTC)
|
15,618,263 | 26,652 | - | - | 15,644,915 | 6,826,680 | 1927-1972 | 1997 |
33 years
|
|||||||||||||||||||||
Colorado (LTC, ILF)
|
38,341,877 | 5,444,311 | - | - | 43,786,188 | 8,010,895 | 1963-1975 | 2006 |
39 years
|
|||||||||||||||||||||
Idaho (LTC)
|
21,705,267 | 974,011 | - | - | 22,679,278 | 6,515,794 | 1920-1988 | 1997-2006 |
33 years to 39 years
|
|||||||||||||||||||||
Massachusetts (LTC)
|
57,139,658 | 2,660,093 | (8,257,521 | ) | - | 51,542,230 | 15,979,337 | 1964-1993 | 1997-2010 |
20 years to 39 years
|
||||||||||||||||||||
New Hampshire (LTC, AL)
|
21,619,503 | 1,462,797 | - | - | 23,082,300 | 5,872,469 | 1963-1999 | 1998-2006 |
33 years to 39 years
|
|||||||||||||||||||||
North Carolina (LTC)
|
22,652,488 | 3,550,986 | - | - | 26,203,474 | 13,121,012 | 1964-1986 | 1994-1997 |
30 years to 33 years
|
|||||||||||||||||||||
Ohio (LTC)
|
11,653,451 | 20,246 | - | - | 11,673,697 | 5,188,500 | 1968-1983 | 1997 |
33 years
|
|||||||||||||||||||||
Rhode Island (LTC)
|
38,740,812 | 4,792,882 | - | - | 43,533,694 | 9,633,437 | 1965-1981 | 2006 |
25 years to 39 years
|
|||||||||||||||||||||
Tennessee (LTC)
|
7,905,139 | 2,537,508 | - | - | 10,442,647 | 4,771,828 | 1984-1985 | 1994 |
30 years
|
|||||||||||||||||||||
Vermont (LTC)
|
14,145,776 | 1,235,807 | - | - | 15,381,583 | 3,593,567 | 1970-1971 | 2004 |
39 years
|
|||||||||||||||||||||
Washington (LTC)
|
10,000,000 | 1,798,844 | - | - | 11,798,844 | 9,288,616 | 1965 | 1995 |
20 years
|
|||||||||||||||||||||
West Virginia (LTC)
|
44,277,206 | 6,528,560 | - | - | 50,805,766 | 16,387,893 | 1961-1986 | 1997-2008 |
25 years to 33 years
|
|||||||||||||||||||||
Total Genesis HealthCare
|
327,384,396 | 37,555,917 | (8,257,521 | ) | - | 356,682,792 | 117,344,930 | |||||||||||||||||||||||
Health and Hospital Corporation:
|
||||||||||||||||||||||||||||||
Indiana (LTC, AL, ILF)
|
280,915,346 | 380,317 | (1,820,624 | ) | - | 279,475,039 | 10,753,507 | 1942-2001 | 1992-2012 |
20 years to 35 years
|
||||||||||||||||||||
Total Health and Hospital Corporation
|
280,915,346 | 380,317 | (1,820,624 | ) | - | 279,475,039 | 10,753,507 | |||||||||||||||||||||||
Airamid Health Management
|
||||||||||||||||||||||||||||||
Florida (LTC, AL)
|
(2) | 248,788,474 | - | - | - | 248,788,474 | 34,964,800 | 1951-1999 | 2009-2010 |
20 years to 37 years
|
||||||||||||||||||||
Pennsylvania (LTC)
|
14,771,868 | - | - | - | 14,771,868 | 2,118,806 | 1969 | 2009 |
26 years
|
|||||||||||||||||||||
Total Airamid Health Management
|
263,560,342 | - | - | - | 263,560,342 | 37,083,606 | ||||||||||||||||||||||||
CommuniCare Health Services, Inc:
|
||||||||||||||||||||||||||||||
Ohio (LTC, AL, SH)
|
218,726,757 | 14,817,410 | - | - | 233,544,167 | 52,809,680 | 1927-2008 | 1998-2008 |
20 years to 39 years
|
|||||||||||||||||||||
Pennsylvania (LTC)
|
20,286,067 | 1,788,193 | - | - | 22,074,260 | 4,503,956 | 1950-1964 | 2005 |
39 years
|
|||||||||||||||||||||
Total CommuniCare Health Services, Inc
|
239,012,824 | 16,605,603 | - | - | 255,618,427 | 57,313,636 | ||||||||||||||||||||||||
Signature Holdings II, LLC.:
|
||||||||||||||||||||||||||||||
Florida (LTC)
|
110,896,405 | 6,800,763 | - | - | 117,697,168 | 26,438,052 | 1940-1991 | 1996-2010 |
28 years to 39 years
|
|||||||||||||||||||||
Georgia (LTC)
|
14,679,314 | 3,721,982 | - | - | 18,401,296 | 5,093,500 | 1964-1970 | 2007 |
20 years
|
|||||||||||||||||||||
Kentucky (LTC)
|
44,737,440 | 3,221,326 | - | - | 47,958,766 | 10,325,937 | 1964-1978 | 1999-2010 |
20 years to 33 years
|
|||||||||||||||||||||
Maryland (LTC)
|
28,629,686 | 1,786,688 | - | - | 30,416,374 | 3,917,672 | 1959-1985 | 2010 |
26 years to 30 years
|
|||||||||||||||||||||
Tennessee (LTC)
|
11,230,702 | 357,255 | - | - | 11,587,957 | 3,096,707 | 1982 | 2007 |
20 years
|
|||||||||||||||||||||
Total Signature Holdings II, LLC
|
210,173,547 | 15,888,014 | - | - | 226,061,561 | 48,871,868 | ||||||||||||||||||||||||
S&F Management Company, LLC:
|
||||||||||||||||||||||||||||||
Arizona (LTC, AL)
|
(2) | 64,642,862 | - | - | - | 64,642,862 | 165,825 | 1949-1999 | 2012 |
35 years to 40 years
|
||||||||||||||||||||
California (LTC)
|
(2) | 147,805,458 | - | - | - | 147,805,458 | 208,111 | 1939-1970 | 2012 |
20 years to 35 years
|
||||||||||||||||||||
Total S&F Management Company, LLC
|
212,448,320 | - | - | - | 212,448,320 | 373,936 | ||||||||||||||||||||||||
Other:
|
||||||||||||||||||||||||||||||
Alabama (LTC)
|
17,939,710 | 6,392,567 | - | - | 24,332,277 | 11,064,587 | 1960-1986 | 1992-2010 |
20 years to 31.5 years
|
|||||||||||||||||||||
Arizona (LTC)
|
34,318,094 | 5,657,143 | (6,603,745 | ) | - | 33,371,492 | 10,162,017 | 1983-1985 | 1998-2010 |
29 years to 33 years
|
||||||||||||||||||||
Arkansas (LTC)
|
(2) | 117,091,565 | 8,856,328 | (36,350 | ) | - | 125,911,543 | 29,886,387 | 1960-2000 | 1992-2011 |
20 years to 38 years
|
|||||||||||||||||||
California (LTC)
|
21,879,146 | 1,778,353 | - | - | 23,657,499 | 8,112,641 | 1950-1990 | 1997-2010 |
20 years to 33 years
|
|||||||||||||||||||||
Colorado (LTC)
|
33,527,071 | 2,346,167 | - | - | 35,873,238 | 8,486,637 | 1958-1973 | 1998-2011 |
20 years to 33 years
|
|||||||||||||||||||||
Florida (LTC, AL)
|
(2) | 219,369,045 | 4,068,109 | (970,000 | ) | - | 222,467,154 | 41,019,855 | 1933-1999 | 1992-2011 |
20 years to 40 years
|
|||||||||||||||||||
Georgia (LTC)
|
10,000,000 | - | - | - | 10,000,000 | 2,361,711 | 1967-1971 | 1998 |
37.5 years
|
|||||||||||||||||||||
Illinois (LTC)
|
13,961,501 | 444,484 | - | - | 14,405,985 | 6,453,570 | 1926-1990 | 1996-1999 |
30 years to 33 years
|
|||||||||||||||||||||
Indiana (LTC, AL)
|
37,220,697 | 1,897,203 | (22,776 | ) | - | 39,095,124 | 7,779,317 | 1923-1996 | 1992-2012 |
20 years to 38 years
|
||||||||||||||||||||
Iowa (LTC)
|
19,116,936 | 2,084,807 | - | - | 21,201,743 | 6,077,152 | 1965-1983 | 1997-2010 |
23 years to 33 years
|
|||||||||||||||||||||
Kansas (LTC)
|
3,210,020 | - | - | - | 3,210,020 | 494,751 | 1985 | 2010 |
20 years
|
|||||||||||||||||||||
Kentucky (LTC)
|
15,151,027 | 4,141,902 | - | - | 19,292,929 | 9,380,804 | 1948-1995 | 1994-1995 |
33 years
|
|||||||||||||||||||||
Louisiana (LTC)
|
55,343,066 | 170,509 | - | - | 55,513,575 | 11,993,677 | 1957-1983 | 1997-2006 |
33 years to 39 years
|
|||||||||||||||||||||
Maryland (LTC)
|
(2) | 48,731,498 | - | - | - | 48,731,498 | 2,350,791 | 1921-1969 | 2011 |
25 years to 30 years
|
||||||||||||||||||||
Massachusetts (LTC)
|
5,804,554 | - | - | - | 5,804,554 | 1,079,037 | 1964 | 2009 |
20 years
|
|||||||||||||||||||||
Michigan (LTC, AL)
|
36,500,317 | - | - | - | 36,500,317 | 823,445 | 1964-1974 | 2011-2012 |
25 years to 30 years
|
|||||||||||||||||||||
Mississippi (LTC)
|
(2) | 52,416,905 | 566,614 | - | - | 52,983,519 | 6,268,230 | 1962-1988 | 2009-2010 |
20 years to 40 years
|
||||||||||||||||||||
Missouri (LTC)
|
12,301,560 | - | (149,386 | ) | - | 12,152,174 | 4,887,321 | 1965-1989 | 1999 |
33 years
|
||||||||||||||||||||
Nevada (LTC, SH)
|
20,926,778 | - | - | - | 20,926,778 | 3,100,074 | 1972-1978 | 2009 |
26 years to 27 years
|
|||||||||||||||||||||
New Mexico (LTC)
|
7,097,600 | 130,323 | - | - | 7,227,923 | 1,795,385 | 1972-1989 | 2008-2010 |
20 years
|
|||||||||||||||||||||
North Carolina (LTC)
|
33,092,980 | - | - | - | 33,092,980 | 4,039,800 | 1969-1987 | 2010 |
25 years to 36 years
|
|||||||||||||||||||||
Ohio (LTC)
|
106,991,529 | 6,250,513 | - | - | 113,242,042 | 26,213,261 | 1962-1998 | 1994-2010 |
20 years to 39 years
|
|||||||||||||||||||||
Oklahoma (LTC)
|
22,642,639 | - | - | - | 22,642,639 | 2,418,725 | 1965-1993 | 2010-2012 |
20 years
|
|||||||||||||||||||||
Pennsylvania (LTC, AL, ILF)
|
138,881,687 | - | - | - | 138,881,687 | 32,566,452 | 1942-2001 | 1998-2009 |
20 years to 39 years
|
|||||||||||||||||||||
Tennessee (LTC)
|
94,531,371 | 2,350,869 | - | - | 96,882,240 | 21,261,645 | 1958-1983 | 1992-2010 |
20 years to 31.5 years
|
|||||||||||||||||||||
Texas (LTC)
|
159,153,913 | 6,926,311 | - | - | 166,080,224 | 38,157,629 | 1952-2010 | 1997-2012 |
20 years to 39 years
|
|||||||||||||||||||||
Washington (AL)
|
5,673,693 | - | - | - | 5,673,693 | 2,212,971 | 1999 | 1999 |
33 years
|
|||||||||||||||||||||
West Virginia (LTC)
|
(2) | 24,641,423 | 348,641 | - | - | 24,990,064 | 4,410,764 | 1961-1996 | 1994-2011 |
33 years to 39 years
|
||||||||||||||||||||
Wisconsin (LTC)
|
30,561,506 | - | - | - | 30,561,506 | 3,773,092 | 1964-1972 | 2009-2011 |
20 years
|
|||||||||||||||||||||
Total Other
|
1,398,077,831 | 54,410,843 | (7,782,257 | ) | - | 1,444,706,417 | 308,631,728 | |||||||||||||||||||||||
Total
|
2,931,572,606 | 124,840,694 | (17,860,402 | ) | - | 3,038,552,898 | 580,373,211 |
(1)
|
The real estate included in this schedule is being used in either the operation of long-term care facilities (LTC), assisted living facilities (AL), independent living facilities (ILF) or specialty hospitals (SH) located in the states indicated.
|
(2)
|
Certain of the real estate indicated are security for the HUD loan borrowings totaling $366,537,510, including FMV of $30,826,565, at December 31, 2012.
|
Year Ended December 31, | |||||||||||||
(3)
|
2010
|
2011
|
2012
|
||||||||||
Balance at beginning of period
|
$ | 1,669,842,724 | $ | 2,366,856,229 | $ | 2,537,038,892 | |||||||
Acquisitions
|
661,148,185 | 192,612,147 | 491,207,838 | ||||||||||
Impairment
|
(26,344,298 | ) | |||||||||||
Improvements
|
35,905,544 | 19,865,623 | 29,436,456 | ||||||||||
Disposals/other
|
(40,224 | ) | (15,950,809 | ) | (19,130,288 | ) | |||||||
Balance at close of period
|
$ | 2,366,856,229 | $ | 2,537,038,892 | $ | 3,038,552,898 | |||||||
(4)
|
2010 | 2011 | 2012 | ||||||||||
Balance at beginning of period
|
$ | 296,441,131 | $ | 380,995,243 | $ | 470,420,023 | |||||||
Provisions for depreciation
|
84,554,112 | 100,237,951 | 112,871,408 | ||||||||||
Dispositions/other
|
(10,813,171 | ) | (2,918,220 | ) | |||||||||
Balance at close of period
|
$ | 380,995,243 | $ | 470,420,023 | $ | 580,373,211 |
Description (1)
|
Interest Rate
|
Final Maturity Date
|
Periodic Payment
Terms |
Prior Liens
|
Face Amount of
Mortgages |
Carrying Amount of
Mortgages (3) (4) |
Principal Amount
of Loans Subject to Delinquent Principal or Interest |
||||||||||||||
Florida (3 LTC facilities)
|
10.40% | 2030 |
Interest payable monthly
|
None
|
15,900,000 | 15,896,641 | |||||||||||||||
Maryland (7 LTC facilities)
|
11.00% | 2023 |
Interest payable monthly
|
None
|
74,927,751 | 69,927,759 | |||||||||||||||
Maryland (1 LTC facilities)
|
12.00% | 2046 |
Interest payable monthly
|
None
|
10,000,000 | 10,000,000 | |||||||||||||||
Maryland (1 LTC facilities)
|
12.00% | 2046 |
Interest payable monthly
|
None
|
9,500,000 | 9,500,000 | |||||||||||||||
Maryland (1 LTC facilities)
|
12.00% | 2046 |
Interest payable monthly
|
None
|
5,500,000 | 5,500,000 | |||||||||||||||
Michigan (1 LTC facility)
|
12.50% | 2022 |
Interest payable monthly
|
None
|
5,310,000 | 5,310,000 | |||||||||||||||
Michigan (1 LTC facility)
|
12.50% | 2021 |
Interest payable monthly
|
None
|
5,573,500 | 5,573,500 | |||||||||||||||
Michigan (1 LTC facility)
|
12.50% |
* See (2)
|
Interest payable monthly
|
None
|
7,411,231 | 7,411,231 | |||||||||||||||
Michigan (1 LTC facility)
|
12.50% |
* See (2)
|
Interest payable monthly
|
None
|
4,340,209 | 4,340,209 | |||||||||||||||
Michigan (13 LTC facilities)
|
11.00% | 2021 |
Interest plus $34,500 of
principal payable monthly |
None
|
92,000,000 | 91,585,884 | |||||||||||||||
Michigan (1 LTC facility)
|
12.00% | 2046 |
Interest payable monthly
|
None
|
1,500,000 | 1,500,000 | |||||||||||||||
Ohio (1 LTC facility)
|
12.00% | 2022 |
Interest plus $1,600 of
principal payable monthly |
None
|
6,112,406 | 6,100,330 | |||||||||||||||
12.00% | 2022 |
Interest payable monthly
|
None
|
345,011 | 345,011 | ||||||||||||||||
12.00% | 2022 |
Interest payable monthly
|
630,596 | 630,596 | |||||||||||||||||
Texas (1 LTC facility)
|
11.00% | 2013 |
Interest payable monthly
|
None
|
5,000,000 | 5,000,000 | |||||||||||||||
$ | 244,050,704 | 238,621,161 |
Year Ended December 31,
|
||||||||||||
(4)
|
2010
|
2011
|
2012
|
|||||||||
Balance at beginning of period
|
$ | 100,222,734 | $ | 108,556,518 | $ | 238,674,601 | ||||||
Additions during period - Placements
|
20,656,391 | 130,191,254 | 11,967,892 | |||||||||
Deductions during period - collection of principal/other
|
(12,322,607 | ) | (73,171 | ) | (12,021,332 | ) | ||||||
Balance at close of period
|
$ | 108,556,518 | $ | 238,674,601 | $ | 238,621,161 |
EXHIBIT
NUMBER |
DESCRIPTION
|
2.1
|
Securities Purchase Agreement dated November 17, 2009 between CapitalSource Inc., CHR HUD Borrower LLC, CSE Mortgage LLC, CSE SLB LLC, CSE SNF Holding LLC and Omega Healthcare Investors, Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed November 23, 2009).
|
3.1
|
Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 20, 2011).
|
3.2
|
Articles of Amendment and Restatement of Omega Healthcare Investors, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 14, 2010).
|
4.0
|
See Exhibits 3.1 to 3.2.
|
4.1
|
Indenture, dated as of March 19, 2012, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee, relating to the 5.875% Senior Notes due 2024. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 19, 2012).
|
4.1A
|
Form of 5.875% Senior Notes due 2024. (Incorporated by reference to Exhibit A of Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 19, 2012).
|
4.1B
|
Form of Subsidiary Guarantee relating to the 5.875% Senior Notes due 2024. (Incorporated by reference to Exhibit E of Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 19, 2012).
|
4.1C
|
First Supplemental Indenture, dated as of July 2, 2012, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, OHI Asset HUD SF, LLC, OHI Asset (IN) Greensburg, LLC, OHI Asset (IN) Indianapolis, LLC, OHI Asset (IN) Wabash, LLC and OHI Asset (IN) Westfield, LLC and U.S. Bank National Association, as trustee, together with Second Supplemental Indenture, dated as of August 9, 2012, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee, that Third Supplemental Indenture, dated as of September 24, 2012, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee, and that Fourth Supplemental Indenture, effective as of December 31, 2012, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee.*
|
4.2
|
Indenture, dated as of February 9, 2010, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee, related to the 7.5% Senior Notes due 2020, including the Form of 7.5% Senior Notes and Form of Subsidiary Guarantee related thereto. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on February 10, 2010).
|
4.2A
|
First Supplemental Indenture, dated as of June 23, 2010, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee, together with Second Supplemental Indenture, dated as of September 2, 2010, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, OHI Asset (MI), LLC and U.S. Bank National Association, as trustee, and Third Supplemental Indenture, dated as of January 13, 2011, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, OHI Asset II (FL) Lender, LLC and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.2A to the Company’s Annual Report on Form 10-K, filed on February 28, 2011).
|
4.2B
|
Fourth Supplemental Indenture, dated as of June 10, 2011, among Omega Healthcare investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, OHI Asset HUD WO, LLC, OHI Asset (MD), LLC and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.2A to the Company’s Annual Report on Form 10-K, filed on February 27, 2012).
|
4.2C
|
Fifth Supplemental Indenture, dated as of July 2, 2012, among Omega Healthcare investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, OHI Asset HUD SF, LLC, OHI Asset (IN) Greensburg, LLC, OHI Asset (IN) Indianapolis, LLC, OHI Asset (IN) Wabash, LLC and OHI Asset (IN) Westfield, LLC and U.S. Bank National Association, as trustee, together with that Sixth Supplemental Indenture, dated as of August 9, 2012, among Omega Healthcare investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee, that certain Seventh Supplemental Indenture, dated as of September 24, 2012, among Omega Healthcare investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee, and that Eighth Supplemental Indenture, effective as of December 31, 2012, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee.*
|
4.3
|
Indenture, dated as of October 4, 2010, by and among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto and U.S. Bank National Association, as trustee, related to the 6.75% Senior Notes due 2022, including the Form of 6.75% Senior Notes and Form of Subsidiary Guarantee related thereto. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 5, 2010).
|
4.3A
|
First Supplemental Indenture, dated as of January 13, 2011, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, OHI Asset II (FL) Lender, LLC and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.3A to the Company’s Annual Report on Form 10-K, filed on February 28, 2011).
|
4.3B
|
Second Supplemental Indenture, dated as of June 10, 2011, among Omega Healthcare investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, OHI Asset HUD WO, LLC, OHI Asset (MD), LLC and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.2A to the Company’s Annual Report on Form 10-K, filed on February 27, 2012).
|
4.3C
|
Third Supplemental Indenture, dated as of July 2, 2012, among Omega Healthcare investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, OHI Asset HUD SF, LLC, OHI Asset (IN) Greensburg, LLC, OHI Asset (IN) Indianapolis, LLC, OHI Asset (IN) Wabash, LLC and OHI Asset (IN) Westfield, LLC and U.S. Bank National Association, as trustee, together with that Fourth Supplemental Indenture, dated as of August 9, 2012, among Omega Healthcare investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee, that certain Fifth Supplemental Indenture, dated as of September 24, 2012, among Omega Healthcare investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee, and that Sixth Supplemental Indenture, effective as of December 31, 2012, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee.*
|
10.1
|
Form of Directors and Officers Indemnification Agreement. (Incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q, filed on August 14, 2000).
|
10.2
|
Employment Agreement, dated October 22, 2010, between Omega Healthcare Investors, Inc. and C. Taylor Pickett, including forms of equity awards. (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q, filed on November 8, 2010).+
|
10.3
|
Employment Agreement, dated October 22, 2010, between Omega Healthcare Investors, Inc. and Daniel Booth, including forms of equity awards. (Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q, filed on November 8, 2010).+
|
10.4
|
Employment Agreement, dated October 22, 2010, between Omega Healthcare Investors, Inc. and R. Lee Crabill, including forms of equity awards. (Incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q, filed on November 8, 2010).+
|
10.5
|
Employment Agreement, dated October 22, 2010, between Omega Healthcare Investors, Inc. and Robert O. Stephenson, including forms of equity awards. (Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q, filed on November 8, 2010).+
|
10.6
|
Employment Agreement, dated October 22, 2010, between Omega Healthcare Investors, Inc. and Michael Ritz, including forms of equity awards. (Incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q, filed on November 8, 2010).+
|
10.7
|
Form of Restricted Stock Unit Award for 2007 to 2010 officer grants. (Incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q, filed on May 8, 2007).+
|
10.8
|
Omega Healthcare Investors, Inc. 2004 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed on November 2, 2004).+
|
10.8A
|
First Amendment to the Omega Healthcare Investors, Inc. 2004 Stock Incentive Plan, dated as of May 22, 2008 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed May 29, 2008).+
|
10.8B
|
2000 Stock Incentive Plan (as amended January 1, 2001). (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed on November 10, 2003).+
|
10.8C
|
Amendment to 2000 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q, filed on August 14, 2000).+
|
10.9
|
Form of Officers’ Multi-Year Performance Restricted Stock Unit Award for 2011 to 2014 (Incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K, filed on February 27, 2012).+
|
10.9A
|
Form of Officers’ Annual Performance Restricted Stock Unit Award for 2011 to 2014.*
|
10.10
|
Form of Incentive Stock Option Award for the Omega Healthcare Investors, Inc. 2004 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.30 of the Company’s Annual Report Form 10-K, filed on February 18, 2005).+
|
10.11
|
Form of Non-Qualified Stock Option Award for the Omega Healthcare Investors, Inc. 2004 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.31 of the Company’s Annual Report on Form 10-K, filed on February 18, 2005).+
|
10.12
|
Form of Directors’ Restricted Stock Award (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed on August 7, 2012).+
|
10.12A
|
Form of Officers’ Restricted Stock Award for 2011 to 2014 (Incorporated by reference to Exhibit 10.15A of the Company’s Annual Report on Form 10-K, filed on February 27, 2012).+
|
10.12B
|
Form of Amendment to Restricted Stock Award or Deferred Restricted Stock Agreement Pursuant to the Omega Healthcare Investors, Inc. 2004 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q, filed on August 7, 2012).+
|
10.13
|
Amended and Restated Deferred Stock Plan, dated October 16, 2012, and forms of related agreements (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed November 7, 2012).
|
10.14
|
Form of 2012 Bonus Payout and True-Up Agreement.+*
|
10.15
|
Form of Equity Distribution Agreement, dated June 19, 2012, entered into by and between Omega Healthcare Investors, Inc. and each of BB&T Capital Markets, a division of Scott & Stringfellow, LLC, Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Jefferies & Company, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC, RBS Securities Inc., Stifel, Nicolaus & Company, Incorporated, SunTrust Robinson Humphrey, Inc. and UBS Securities LLC. (Incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K, filed June 20, 2012).
|
10.16
|
Credit Agreement, dated as of December 6, 2012, among Omega Healthcare Investors, Inc., certain subsidiaries of Omega Healthcare Investors, Inc. identified therein as guarantors, the lenders named therein and Bank of America, N.A. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed December 12, 2012).
|
10.17
|
Casablanca Option Agreement dated December 22, 2009 between CapitalSource Inc., CSE SLB LLC and Omega Healthcare Investors, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed December 29, 2009).
|
10.17A
|
First Amendment to Casablanca Option Agreement, dated as of June 9, 2010, among Omega Healthcare Investors, Inc. CapitalSource Inc. and CSB SLB LLC. (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed August 6, 2010).
|
12.1
|
Ratio of Earnings to Fixed Charges.*
|
12.2
|
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.*
|
21
|
Subsidiaries of the Registrant.*
|
23
|
Consent of Independent Registered Public Accounting Firm.
|
31.1
|
Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.*
|
31.2
|
Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.*
|
32.1
|
Certification of the Chief Executive Officer under Section 906 of the Sarbanes- Oxley Act of 2002.*
|
32.2
|
Certification of the Chief Financial Officer under Section 906 of the Sarbanes- Oxley Act of 2002.*
|
101.INS
|
XBRL Instance Document.**
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.**
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.**
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.**
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.**
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.**
|
* Exhibits that are filed herewith.
|
+ Management contract or compensatory plan, contract or arrangement.
|
** In accordance with Rule 406T of Regulation S-T, this XBRL-related information shall be deemed to be “furnished” and not “filed.”
|
OMEGA HEALTHCARE INVESTORS, INC.
|
|||
By: | /s/C. Taylor Pickett | ||
C. Taylor Pickett | |||
Chief Executive Officer |
Signatures
|
Title
|
Date
|
||
PRINCIPAL EXECUTIVE OFFICER
|
||||
/s/ C. Taylor Pickett
|
Chief Executive Officer
|
February 28, 2013
|
||
C. Taylor Pickett
|
||||
PRINCIPAL FINANCIAL OFFICER
|
||||
/s/ Robert O. Stephenson
|
Chief Financial Officer
|
February 28, 2013
|
||
Robert O. Stephenson
|
||||
/s/ Michael D. Ritz
|
Chief Accounting Officer
|
February 28, 2013
|
||
Michael D. Ritz
|
||||
DIRECTORS
|
||||
/s/ Bernard J. Korman
|
Chairman of the Board
|
February 28, 2013
|
||
Bernard J. Korman
|
||||
/s/ Thomas F. Franke
|
Director
|
February 28, 2013
|
||
Thomas F. Franke
|
||||
/s/ Harold J. Kloosterman
|
Director
|
February 28, 2013
|
||
Harold J. Kloosterman
|
||||
/s/ Edward Lowenthal
|
Director
|
February 28, 2013
|
||
Edward Lowenthal
|
||||
/s/ C. Taylor Pickett
|
Director
|
February 28, 2013
|
||
C. Taylor Pickett
|
||||
/s/ Stephen D. Plavin
|
Director
|
February 28, 2013
|
||
Stephen D. Plavin
|
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
2.
|
AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.
|
|
3.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this First Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.
|
|
4.
|
NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this First Supplemental Indenture.
|
|
5.
|
COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
|
|
6.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
7.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.
|
OMEGA HEALTHCARE INVESTORS, INC.
|
|||
|
By:
|
/s/ Robert O. Stephenson | |
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
On behalf of each Subsidiary Guarantor, its sole
member, general partner or trustee, named on the attached Schedule I |
|||
|
By:
|
/s/ Robert O. Stephenson | |
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
On behalf of each of the New Subsidiaries, its
sole member |
|||
|
By:
|
/s/ Robert O. Stephenson | |
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
U.S. BANK NATIONAL ASSOCIATION,
as Trustee |
|||
|
By:
|
/s/ Paul L. Henderson | |
Name: Paul L. Henderson | |||
Title: Assistant Vice President |
|
8.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
9.
|
AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.
|
|
10.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Second Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.
|
|
11.
|
NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Second Supplemental Indenture.
|
|
12.
|
COUNTERPARTS. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
|
|
13.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
14.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.
|
OMEGA HEALTHCARE INVESTORS, INC. | |||
By: | /s/ C. Taylor Pickett | ||
Name: C. Taylor Pickett | |||
Title: Chief Executive Officer and President | |||
On behalf of each Subsidiary Guarantor, its sole
member, general partner or trustee, named on
the attached Schedule I
|
By: | /s/ C. Taylor Pickett | ||
Name: C. Taylor Pickett | |||
Title: Chief Executive Officer and President | |||
On behalf of each of the New Subsidiaries, its
sole member, named on the attached Schedule II
|
By: | /s/ C. Taylor Pickett | ||
Name: C. Taylor Pickett | |||
Title: Chief Executive Officer and President | |||
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
|
By: | /s/ Paul L. Henderson | ||
Name: Paul L. Henderson | |||
Title: Assistant Vice President |
15.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
16.
|
AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.
|
17.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Third Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.
|
18.
|
NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Third Supplemental Indenture.
|
19.
|
COUNTERPARTS. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
|
20.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
21.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.
|
OHI Asset (IN) American Village, LLC
|
OHI Asset (IN) Beech Grove, LLC
|
OHI Asset (IN) Eagle Valley, LLC
|
OHI Asset (IN) Anderson, LLC
|
OHI Asset (IN) Forest Creek, LLC
|
OHI Asset (IN) Franklin, LLC
|
OHI Asset (IN) Fort Wayne, LLC
|
OHI Asset (IN) Monticello, LLC
|
OHI Asset (IN) Kokomo, LLC
|
OHI Asset (IN) Elkhart, LLC
|
OHI Asset (IN) Clarksville, LLC
|
OHI Asset (IN) Noblesville, LLC
|
OHI Asset (IN) Rosewalk, LLC
|
OHI Asset (IN) Lafayette, LLC
|
OHI Asset (IN) Spring Mill, LLC
|
OHI Asset (IN) Terre Haute, LLC
|
OHI Asset (IN) Zionsville, LLC
|
|
22.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
23.
|
AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.
|
|
24.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Fourth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.
|
|
25.
|
NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Fourth Supplemental Indenture.
|
|
26.
|
COUNTERPARTS. The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
|
|
27.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
28.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.
|
OMEGA HEALTHCARE INVESTORS, INC.
|
|||
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
Executed on: February 15, 2013 | |||
On behalf of each Subsidiary Guarantor, its
sole member, general partner or trustee, named on
the attached Schedule I |
|||
By:
|
/s/ Daniel J. Booth | ||
Name: Daniel J. Booth | |||
Title: Chief Operating Officer and Treasurer | |||
Executed on: February 15, 2013 | |||
On behalf of each of the New Subsidiaries, its
sole member |
|||
By:
|
/s/ Daniel J. Booth | ||
Name: Daniel J. Booth | |||
Title: Chief Operating Officer and Secretary | |||
Executed on: February 15, 2013 | |||
U.S. BANK NATIONAL ASSOCIATION, as Trustee
|
|||
By:
|
/s/ Dave Ferrell | ||
Name: Dave Ferrell | |||
Title: Vice President | |||
Executed on: February 15, 2013 |
OHI Asset (IN) American Village, LLC
|
OHI Asset (IN) Beech Grove, LLC
|
OHI Asset (IN) Eagle Valley, LLC
|
OHI Asset (IN) Anderson, LLC
|
OHI Asset (IN) Forest Creek, LLC
|
OHI Asset (IN) Franklin, LLC
|
OHI Asset (IN) Fort Wayne, LLC
|
OHI Asset (IN) Monticello, LLC
|
OHI Asset (IN) Kokomo, LLC
|
OHI Asset (IN) Elkhart, LLC
|
OHI Asset (IN) Clarksville, LLC
|
OHI Asset (IN) Noblesville, LLC
|
OHI Asset (IN) Rosewalk, LLC
|
OHI Asset (IN) Lafayette, LLC
|
OHI Asset (IN) Spring Mill, LLC
|
OHI Asset (IN) Terre Haute, LLC
|
OHI Asset (IN) Zionsville, LLC
|
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
2.
|
AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.
|
|
3.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Fifth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.
|
|
4.
|
NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Fifth Supplemental Indenture.
|
|
5.
|
COUNTERPARTS. The parties may sign any number of copies of this Fifth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
|
|
6.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
7.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.
|
OMEGA HEALTHCARE INVESTORS, INC.
|
|||
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson
|
|||
Title: Chief Financial Officer and Treasurer
|
|||
On behalf of each Subsidiary Guarantor, its sole member, general partner or trustee, named on the attached Schedule I
|
|||
By: |
/s/ Robert O. Stephenson
|
||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
On behalf of each of the New Subsidiaries, its sole member
|
|||
By: |
/s/ Robert O. Stephenson
|
||
Name: Robert O. Stephenson
|
|||
Title: Chief Financial Officer and Treasurer | |||
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
|
|||
By: |
/s/ Paul L. Henderson
|
||
Name: Paul L. Henderson
Title: Assistant Vice President |
|
8.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
9.
|
AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.
|
|
10.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Sixth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.
|
|
11.
|
NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Sixth Supplemental Indenture.
|
|
12.
|
COUNTERPARTS. The parties may sign any number of copies of this Sixth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
|
|
13.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
14.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.
|
OMEGA HEALTHCARE INVESTORS, INC.
|
|||
By:
|
/s/ C. Taylor Pickett | ||
Name: C. Taylor Pickett
|
|||
Title: Chief Executive Officer and President
|
|||
On behalf of each Subsidiary Guarantor, its sole member, general partner or trustee, named on the attached Schedule I
|
|||
By: |
/s/ C. Taylor Pickett
|
||
Name: C. Taylor Pickett
|
|||
Title: Chief Executive Officer and President
|
|||
On behalf of each of the New Subsidiaries, its sole member, named on the attached Schedule II
|
|||
By: |
/s/ C. Taylor Pickett
|
||
Name: C. Taylor Pickett
|
|||
Title: Chief Executive Officer and President
|
|||
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
|
|||
By: |
/s/ Paul L. Henderson
|
||
Name: Paul L. Henderson
Title: Assistant Vice President |
15.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
16.
|
AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.
|
17.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Seventh Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.
|
18.
|
NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Seventh Supplemental Indenture.
|
19.
|
COUNTERPARTS. The parties may sign any number of copies of this Seventh Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
|
20.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
21.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.
|
OMEGA HEALTHCARE INVESTORS, INC. | |||
|
By:
|
/s/ Robert O. Stephenson | |
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
On behalf of each Subsidiary Guarantor, its sole member, general partner or trustee, named on the attached Schedule I | |||
By: | /s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
On behalf of each of the New Subsidiaries, its sole member | |||
By: | /s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
U.S. BANK NATIONAL ASSOCIATION, as Trustee
|
|||
By: | /s/ Paul L. Henderson | ||
Name: Paul L. Henderson | |||
Title: Assistant Vice President |
OHI Asset (IN) American Village, LLC
|
OHI Asset (IN) Beech Grove, LLC
|
OHI Asset (IN) Eagle Valley, LLC
|
OHI Asset (IN) Anderson, LLC
|
OHI Asset (IN) Forest Creek, LLC
|
OHI Asset (IN) Franklin, LLC
|
OHI Asset (IN) Fort Wayne, LLC
|
OHI Asset (IN) Monticello, LLC
|
OHI Asset (IN) Kokomo, LLC
|
OHI Asset (IN) Elkhart, LLC
|
OHI Asset (IN) Clarksville, LLC
|
OHI Asset (IN) Noblesville, LLC
|
OHI Asset (IN) Rosewalk, LLC
|
OHI Asset (IN) Lafayette, LLC
|
OHI Asset (IN) Spring Mill, LLC
|
OHI Asset (IN) Terre Haute, LLC
|
OHI Asset (IN) Zionsville, LLC
|
22.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
23.
|
AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.
|
24.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Eighth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.
|
25.
|
NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Eighth Supplemental Indenture.
|
26.
|
COUNTERPARTS. The parties may sign any number of copies of this Eighth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
|
27.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
28.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eighth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.
|
OMEGA HEALTHCARE INVESTORS, INC. | |||
|
By:
|
/s/ Robert O. Stephenson | |
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
Executed on: February 15, 2013 | |||
On behalf of each Subsidiary Guarantor, its sole member, general partner or trustee, named on the attached Schedule I | |||
By: | /s/ Daniel J. Booth | ||
Name: Daniel J. Booth | |||
Title: Chief Operating Officer and Secretary | |||
Executed on: February 15, 2013 | |||
On behalf of each of the New Subsidiaries, its sole member | |||
By: | /s/ Daniel J. Booth | ||
Name: Daniel J. Booth | |||
Title: Chief Operating Officer and Secretary | |||
Executed on: February 15, 2013 | |||
U.S. BANK NATIONAL ASSOCIATION,
as Trustee |
|||
By: | /s/ Dave Ferrell | ||
Name: Dave Ferrell | |||
Title: Vice President | |||
Executed on: February 15, 2013 |
OHI Asset (IN) American Village, LLC
|
OHI Asset (IN) Beech Grove, LLC
|
OHI Asset (IN) Eagle Valley, LLC
|
OHI Asset (IN) Anderson, LLC
|
OHI Asset (IN) Forest Creek, LLC
|
OHI Asset (IN) Franklin, LLC
|
OHI Asset (IN) Fort Wayne, LLC
|
OHI Asset (IN) Monticello, LLC
|
OHI Asset (IN) Kokomo, LLC
|
OHI Asset (IN) Elkhart, LLC
|
OHI Asset (IN) Clarksville, LLC
|
OHI Asset (IN) Noblesville, LLC
|
OHI Asset (IN) Rosewalk, LLC
|
OHI Asset (IN) Lafayette, LLC
|
OHI Asset (IN) Spring Mill, LLC
|
OHI Asset (IN) Terre Haute, LLC
|
OHI Asset (IN) Zionsville, LLC
|
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
2.
|
AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.
|
|
3.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Third Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.
|
|
4.
|
NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Third Supplemental Indenture.
|
|
5.
|
COUNTERPARTS. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
|
|
6.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
7.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.
|
OMEGA HEALTHCARE INVESTORS, INC. | |||
By: | /s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
On behalf of each Subsidiary Guarantor, its sole member, general partner or trustee, named on the attached Schedule I | |||
By: | /s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
On behalf of each of the New Subsidiaries, its sole member | |||
By: | /s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
U.S. BANK NATIONAL ASSOCIATION, as Trustee
|
|||
By: | /s/ Paul L. Henderson | ||
Name: Paul L. Henderson | |||
Title: Assistant Vice President |
|
8.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
9.
|
AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.
|
|
10.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Fourth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.
|
|
11.
|
NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Fourth Supplemental Indenture.
|
|
12.
|
COUNTERPARTS. The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
|
|
13.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
14.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.
|
OMEGA HEALTHCARE INVESTORS, INC. | |||
|
By:
|
/s/ C. Taylor Pickett | |
Name: C. Taylor Pickett | |||
Title: Chief Executive Officer and President | |||
On behalf of each Subsidiary Guarantor, its sole member, general partner or trustee, named on the attached Schedule I | |||
By: | /s/ C. Taylor Pickett | ||
Name: C. Taylor Pickett | |||
Title: Chief Executive Officer and President | |||
On behalf of each of the New Subsidiaries, its sole member, named on the attached Schedule II | |||
By: | /s/ C. Taylor Pickett | ||
Name: C. Taylor Pickett | |||
Title: Chief Executive Officer and President | |||
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
|
|||
By: | /s/ Paul L. Henderson | ||
Name: Paul L. Henderson | |||
Title: Assistant Vice President |
|
15.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
16.
|
AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.
|
|
17.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Fifth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.
|
|
18.
|
NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Fifth Supplemental Indenture.
|
|
19.
|
COUNTERPARTS. The parties may sign any number of copies of this Fifth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
|
|
20.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
21.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.
|
OMEGA HEALTHCARE INVESTORS, INC. | |||
|
By:
|
/s/ Robert O. Stephenson | |
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
On behalf of each Subsidiary Guarantor, its sole member, general partner or trustee, named on the attached Schedule I | |||
By: | /s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
On behalf of each of the New Subsidiaries, its sole member | |||
By: | /s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
|
|||
By: | /s/ Paul L. Henderson | ||
Name: Paul L. Henderson | |||
Title: Assistant Vice President |
OHI Asset (IN) American Village, LLC
|
OHI Asset (IN) Beech Grove, LLC
|
OHI Asset (IN) Eagle Valley, LLC
|
OHI Asset (IN) Anderson, LLC
|
OHI Asset (IN) Forest Creek, LLC
|
OHI Asset (IN) Franklin, LLC
|
OHI Asset (IN) Fort Wayne, LLC
|
OHI Asset (IN) Monticello, LLC
|
OHI Asset (IN) Kokomo, LLC
|
OHI Asset (IN) Elkhart, LLC
|
OHI Asset (IN) Clarksville, LLC
|
OHI Asset (IN) Noblesville, LLC
|
OHI Asset (IN) Rosewalk, LLC
|
OHI Asset (IN) Lafayette, LLC
|
OHI Asset (IN) Spring Mill, LLC
|
OHI Asset (IN) Terre Haute, LLC
|
OHI Asset (IN) Zionsville, LLC
|
|
22.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
|
23.
|
AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.
|
|
24.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Sixth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.
|
|
25.
|
NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Sixth Supplemental Indenture.
|
|
26.
|
COUNTERPARTS. The parties may sign any number of copies of this Sixth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
|
|
27.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
28.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.
|
OMEGA HEALTHCARE INVESTORS, INC. | |||
|
By:
|
/s/ Robert O. Stephenson | |
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer
Executed on: February 15, 2013
|
|||
On behalf of each Subsidiary Guarantor, its sole member, general partner or trustee, named on the attached Schedule I | |||
By: | /s/ Daniel J. Booth | ||
Name: Daniel J. Booth | |||
Title: Chief Operating Officer and Secretary
Executed on: February 15, 2013
|
|||
On behalf of each of the New Subsidiaries, its sole member | |||
By: | /s/ Daniel J. Booth | ||
Name: Daniel J. Booth | |||
Title: Chief Operating Officer and Secretary
Executed on: February 15, 2013
|
|||
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
|
|||
By: | /s/ Dave Ferrell | ||
Name: Dave Ferrell | |||
Title: Vice President
Executed on: February 15, 2013
|
OHI Asset (IN) American Village, LLC
|
OHI Asset (IN) Beech Grove, LLC
|
OHI Asset (IN) Eagle Valley, LLC
|
OHI Asset (IN) Anderson, LLC
|
OHI Asset (IN) Forest Creek, LLC
|
OHI Asset (IN) Franklin, LLC
|
OHI Asset (IN) Fort Wayne, LLC
|
OHI Asset (IN) Monticello, LLC
|
OHI Asset (IN) Kokomo, LLC
|
OHI Asset (IN) Elkhart, LLC
|
OHI Asset (IN) Clarksville, LLC
|
OHI Asset (IN) Noblesville, LLC
|
OHI Asset (IN) Rosewalk, LLC
|
OHI Asset (IN) Lafayette, LLC
|
OHI Asset (IN) Spring Mill, LLC
|
OHI Asset (IN) Terre Haute, LLC
|
OHI Asset (IN) Zionsville, LLC
|
A.
|
Grant Date: January 1, 201__.
|
B.
|
Plan (under which Restricted Unit Grant is granted): Omega Healthcare Investors, Inc. 2004 Stock Incentive Plan.
|
C.
|
Vested Restricted Units: The Recipient shall earn a number of Vested Restricted Units determined pursuant to Exhibit 1. Each Vested Restricted Unit represents the Company’s unsecured obligation to issue one share of the Company’s common stock (“Common Stock”) and related Dividend Equivalents (as defined below) in accordance with this Agreement.
|
D.
|
Dividends Equivalents. Each Vested Restricted Unit shall accrue Dividend Equivalents, an amount equal to the dividends per share paid on one share of Common Stock to a shareholder of record on or after the Grant Date and until the date that the Vested Shares (as defined below) are issued.
|
E.
|
Distribution Date of Vested Shares. Shares of Common Stock attributable to Vested Restricted Units (“Vested Shares”) shall be issued and distributed upon the earlier of the dates listed below, subject to receipt from the Recipient of the required tax withholding:
|
|
1.
|
within ten (10) business days following December 31, 201__; or
|
|
2.
|
the date of a Change in Control.
|
F.
|
Distribution Date of Dividend Equivalents. Dividend Equivalents attributable to Vested Restricted Units shall be distributed to the Recipient on the same date as Vested Shares are distributable to the Recipient under Item E above, subject to the provisions of any deferral agreement between the Recipient and the Company, whether executed before or after this Agreement.
|
OMEGA HEALTHCARE INVESTORS, INC. | ||||
|
By:
|
|||
Title: |
A.
|
The number of Vested Restricted Units earned is determined as of the last day of the Performance Period pursuant to the following chart; provided that the Recipient must remain an employee, director or consultant of the Company or an Affiliate during the entire Performance Period to earn the number of Vested Restricted Units determined in the chart below.
|
Below
Threshold
Performance
|
*Threshold
Performance
|
*Target
Performance
|
*High
Performance
|
Zero
Vested
Units
|
*
|
If Total Shareholder Return falls between Threshold Performance and Target Performance or between Target Performance and High Performance, the number of Vested Restricted Units shall be determined by rounding actual Total Shareholder Return to the closest 0.5% percentage points and then applying linear interpolation based on the percentage points by which Threshold Performance or Target Performance, respectively, as so adjusted, is exceeded.
|
B.
|
Notwithstanding the foregoing, if during the Performance Period and more than sixty (60) days before a Change in Control, the Recipient dies or becomes subject to a Disability while an employee, director or consultant of the Company or an Affiliate, the Recipient resigns from the Company for Good Reason, or the Company terminates the Recipient’s employment without Cause (each such event referred to as a “Qualifying Termination”), the Recipient shall earn a number of Vested Restricted Units equal to the number of Vested Restricted Units determined in the chart above as of the completion of the Performance Period, multiplied by a fraction, the numerator of which is the number of days elapsed in the Performance Period through the date of such event and the denominator of which is 365.
|
C.
|
Notwithstanding the foregoing, if a Change in Control occurs on or after the Grant Date and before December 31, 201__ and (i) while the Recipient remains an employee, director or consultant of the Company or an Affiliate, or (ii) within sixty (60) days before the Change in Control, the Recipient incurs a Qualifying Termination, the Recipient shall earn a number of Vested Restricted Units determined in the chart above based on the level of Total Shareholder Return through the date of the Change in Control relative to the level required for the full Performance Period (determined without regard to the shortening of the period as a result of the Change in Control), and shall not thereafter earn any additional Vested Restricted Units.
|
D.
|
The portion of the Restricted Unit Grant that has not become earned Vested Restricted Units as of the earlier of the last day of the Performance Period, or, except as provided in Item C above, as of the date the Recipient ceases to be an employee, director, or consultant of the Company or an Affiliate shall be forfeited.
|
TO:
|
Omega Healthcare Investors, Inc.
|
|
Attention: Chief Financial Officer
|
FROM:
|
|
|
[ ]
|
the legal representative of the estate of the original recipient of the Restricted Unit Grant.
|
|
[ ]
|
a legatee of the original recipient of the Restricted Unit Grant.
|
|
[ ]
|
the legal guardian of the original recipient of the Restricted Unit Grant.
|
Dated: | |||
Signature: |
Name (Printed) | |
Street Address | |
City, State, Zip Code |
OMEGA HEALTHCARE INVESTORS: | OFFICER: | |||||
By: | By: | |||||
Title: | Title: | |||||
% of Bonus
Opportunity
|
Threshold(5)
|
Target(5)
|
High(5)
|
|
40%
|
AFFO per
share(1)
|
$2.08
|
$2.12
|
$2.16
|
20%
|
Tenant
quality(2)
|
Less than 3%
|
Less than 2%
|
Less than 1%
|
20%
|
Leverage(3)
|
Less than 55%
|
Less than 52.5%
|
Less than 50%
|
20%
|
Subjective(4)
|
|
(1)
|
The AFFO metric will be subject to adjustment to reflect the pro forma impact of changes to the Company’s capital structure that were not contemplated in the annual budget approved by the Board of Directors. In addition, the AFFO levels are performance goals established for 2012 pursuant to the 2004 Stock Incentive Plan in order to qualify the AFFO portion of the bonus for 2012 as performance-based compensation pursuant to the 2004 Stock Incentive Plan and Section 162(m) of the Internal Revenue Code.
|
|
(2)
|
2012 uncollected rents as a percentage of 2012 gross revenues.
|
|
(3)
|
Funded Debt/ Total Asset Value as calculated pursuant to the covenants under the Company’s senior credit facility.
|
|
(4)
|
Subjective category includes factors such as subjective evaluation of individual performance and/or credit rating upgrade from a rating agency.
|
|
(5)
|
As to any bonus metric except the subjective metric, if the payment is between threshold and target or between target and high, the portion of the bonus earned with respect to that metric will be based on linear interpolation.
|
AFFO per share component: 40% x 150% annual base salary = | $ | |
Tenant quality component: 20% x 150% annual base salary = | $ | |
Leverage component: 20% x 150% annual base salary = | $ | |
Subjective component: 20% x 150% annual base salary = | $ | |
Total cash bonus | $ |
Year Ended December 31,
|
||||||||||||||||||||
2008
|
2009
|
2010
|
2011
|
2012
|
||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Income from continuing operations before income taxes
|
$ | 77,619 | $ | 82,111 | $ | 58,436 | $ | 52,606 | $ | 120,698 | ||||||||||
Interest expense
|
39,746 | 39,075 | 90,602 | 86,899 | 106,096 | |||||||||||||||
Income before fixed charges
|
$ | 117,365 | $ | 121,186 | $ | 149,038 | $ | 139,505 | $ | 226,794 | ||||||||||
Capitalized interest
|
$ | 160 | $ | 141 | $ | 22 | $ | 139 | $ | 240 | ||||||||||
Interest expense
|
39,746 | 39,075 | 90,602 | 86,899 | 106,096 | |||||||||||||||
Total fixed charges
|
$ | 39,906 | $ | 39,216 | $ | 90,624 | $ | 87,038 | $ | 106,336 | ||||||||||
Earnings / fixed charge coverage ratio
|
2.9 | x | 3.1 | x | 1.6 | x | 1.6 | x | 2.1 | x |
Year Ended December 31, | ||||||||||||||||||||
2008
|
2009
|
2010
|
2011
|
2012
|
||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Income from continuing operations before income taxes
|
$ | 77,619 | $ | 82,111 | $ | 58,436 | $ | 52,606 | $ | 120,698 | ||||||||||
Interest expense
|
39,746 | 39,075 | 90,602 | 86,899 | 106,096 | |||||||||||||||
Income before fixed charges
|
$ | 117,365 | $ | 121,186 | $ | 149,038 | $ | 139,505 | $ | 226,794 | ||||||||||
Capitalized interest
|
$ | 160 | $ | 141 | $ | 22 | $ | 139 | $ | 240 | ||||||||||
Interest expense
|
39,746 | 39,075 | 90,602 | 86,899 | 106,096 | |||||||||||||||
Preferred stock dividends
|
9,714 | 9,086 | 9,086 | 1,691 | — | |||||||||||||||
Total fixed charges and preferred dividends
|
$ | 49,620 | $ | 48,302 | $ | 99,710 | $ | 88,729 | $ | 106,336 | ||||||||||
Earnings / combined fixed charges and preferred dividends coverage ratio
|
2.4 | x | 2.5 | x | 1.5 | x | 1.6 | x | 2.1 | x |
Subsidiary Name
|
Jurisdiction of Incorporation
|
1040 Wedding Ford Road, LLC
|
Arkansas
|
1101 Waterwell Road, LLC
|
Arkansas
|
1149 & 1151 West New Hope Road, LLC
|
Arkansas
|
115 Orendorff Avenue, LLC
|
Arkansas
|
11900 East Artesia Boulevard, LLC
|
California
|
1194 North Chester Street, LLC
|
Arkansas
|
1200 Ely Street Holdings Co. LLC
|
Michigan
|
13922 Cerise Avenue, LLC
|
California
|
1401 Park Avenue, LLC
|
Arkansas
|
1628 B Street, LLC
|
California
|
202 Tims Avenue, LLC
|
Arkansas
|
228 Pointer Trail West, LLC
|
Arkansas
|
2400 Parkside Drive, LLC
|
California
|
2425 Teller Avenue, LLC
|
Colorado
|
245 East Wilshire Avenue, LLC
|
California
|
2701 Twin Rivers Drive, LLC
|
Arkansas
|
3232 Artesia Real Estate, LLC
|
California
|
3600 Richards Road, LLC
|
Arkansas
|
3806 Clayton Road, LLC
|
California
|
42235 County Road Holdings Co. LLC
|
Michigan
|
48 High Point Road, LLC
|
Maryland
|
523 Hayes Lane, LLC
|
California
|
637 East Romie Lane, LLC
|
California
|
700 Mark Drive, LLC
|
Arkansas
|
900 Magnolia Road SW, LLC
|
Arkansas
|
Arizona Lessor - Infinia, Inc.
|
Maryland
|
Subsidiary Name
|
Jurisdiction of Incorporation
|
Baldwin Health Center, Inc.
|
Pennsylvania
|
Bayside Alabama Healthcare Second, Inc.
|
Alabama
|
Bayside Arizona Healthcare Associates, Inc.
|
Arizona
|
Bayside Arizona Healthcare Second, Inc.
|
Arizona
|
Bayside Colorado Healthcare Associates, Inc.
|
Colorado
|
Bayside Colorado Healthcare Second, Inc.
|
Colorado
|
Bayside Indiana Healthcare Associates, Inc.
|
Indiana
|
Bayside Street II, Inc.
|
Delaware
|
Bayside Street, Inc.
|
Maryland
|
Canton Health Care Land, Inc.
|
Ohio
|
Carnegie Gardens LLC
|
Delaware
|
Center Healthcare Associates, Inc.
|
Texas
|
CFG 2115 Woodstock Place LLC
|
Delaware
|
Cherry Street – Skilled Nursing, Inc.
|
Texas
|
CHR Bartow LLC
|
Delaware
|
CHR Boca Raton LLC
|
Delaware
|
CHR Bradenton LLC
|
Delaware
|
CHR Cape Coral LLC
|
Delaware
|
CHR Clearwater Highland LLC
|
Delaware
|
CHR Clearwater LLC
|
Delaware
|
CHR Deland East LLC
|
Delaware
|
CHR Deland West LLC
|
Delaware
|
CHR Fort Myers LLC
|
Delaware
|
CHR Fort Walton Beach LLC
|
Delaware
|
CHR Gulfport LLC
|
Delaware
|
CHR Hudson LLC
|
Delaware
|
CHR Lake Wales LLC
|
Delaware
|
CHR Lakeland LLC
|
Delaware
|
CHR Panama City LLC
|
Delaware
|
CHR Pompano Beach Broward LLC
|
Delaware
|
CHR Pompano Beach LLC
|
Delaware
|
Subsidiary Name
|
Jurisdiction of Incorporation
|
CHR Sanford LLC
|
Delaware
|
CHR Sarasota LLC
|
Delaware
|
CHR Spring Hill LLC
|
Delaware
|
CHR St. Pete Abbey LLC
|
Delaware
|
CHR St. Pete Bay LLC
|
Delaware
|
CHR St. Pete Egret LLC
|
Delaware
|
CHR Tampa Carrollwood LLC
|
Delaware
|
CHR Tampa LLC
|
Delaware
|
CHR Tarpon Springs LLC
|
Delaware
|
CHR Titusville LLC
|
Delaware
|
CHR West Palm Beach LLC
|
Delaware
|
Colonial Gardens, LLC
|
Ohio
|
Colorado Lessor - Conifer, Inc.
|
Maryland
|
Copley Health Center, Inc.
|
Ohio
|
CSE Albany LLC
|
Delaware
|
CSE Amarillo LLC
|
Delaware
|
CSE Anchorage LLC
|
Delaware
|
CSE Arden L.P.
|
Delaware
|
CSE Augusta LLC
|
Delaware
|
CSE Bedford LLC
|
Delaware
|
CSE Blountville LLC
|
Delaware
|
CSE Bolivar LLC
|
Delaware
|
CSE Cambridge LLC
|
Delaware
|
CSE Cambridge Realty LLC
|
Delaware
|
CSE Camden LLC
|
Delaware
|
CSE Canton LLC
|
Delaware
|
CSE Casablanca Holdings II LLC
|
Delaware
|
CSE Casablanca Holdings LLC
|
Delaware
|
CSE Cedar Rapids LLC
|
Delaware
|
CSE Centennial Village
|
Delaware
|
CSE Chelmsford LLC
|
Delaware
|
Subsidiary Name
|
Jurisdiction of Incorporation
|
CSE Chesterton LLC
|
Delaware
|
CSE Claremont LLC
|
Delaware
|
CSE Corpus North LLC
|
Delaware
|
CSE Crane LLC
|
Delaware
|
CSE Denver Iliff LLC
|
Delaware
|
CSE Denver LLC
|
Delaware
|
CSE Douglas LLC
|
Delaware
|
CSE Dumas LLC
|
Delaware
|
CSE Elkton LLC
|
Delaware
|
CSE Elkton Realty LLC
|
Delaware
|
CSE Fairhaven LLC
|
Delaware
|
CSE Fort Wayne LLC
|
Delaware
|
CSE Frankston LLC
|
Delaware
|
CSE Georgetown LLC
|
Delaware
|
CSE Green Bay LLC
|
Delaware
|
CSE Hilliard LLC
|
Delaware
|
CSE Huntingdon LLC
|
Delaware
|
CSE Huntsville LLC
|
Delaware
|
CSE Indianapolis-Continental LLC
|
Delaware
|
CSE Indianapolis-Greenbriar LLC
|
Delaware
|
CSE Jacinto City LLC
|
Delaware
|
CSE Jefferson City LLC
|
Delaware
|
CSE Jeffersonville-Hillcrest Center LLC
|
Delaware
|
CSE Jeffersonville-Jennings House LLC
|
Delaware
|
CSE Kerrville LLC
|
Delaware
|
CSE King L.P.
|
Delaware
|
CSE Kingsport LLC
|
Delaware
|
CSE Knightdale L.P.
|
Delaware
|
CSE Lake City LLC
|
Delaware
|
CSE Lake Worth LLC
|
Delaware
|
CSE Lakewood LLC
|
Delaware
|
Subsidiary Name
|
Jurisdiction of Incorporation
|
CSE Las Vegas LLC
|
Delaware
|
CSE Lawrenceburg LLC
|
Delaware
|
CSE Lenoir L.P.
|
Delaware
|
CSE Lexington Park LLC
|
Delaware
|
CSE Lexington Park Realty LLC
|
Delaware
|
CSE Ligonier LLC
|
Delaware
|
CSE Live Oak LLC
|
Delaware
|
CSE Logansport LLC
|
Delaware
|
CSE Lowell LLC
|
Delaware
|
CSE Marianna Holdings LLC
|
Delaware
|
CSE Memphis LLC
|
Delaware
|
CSE Mobile LLC
|
Delaware
|
CSE Moore LLC
|
Delaware
|
CSE North Carolina Holdings I LLC
|
Delaware
|
CSE North Carolina Holdings II LLC
|
Delaware
|
CSE Omro LLC
|
Delaware
|
CSE Orange Park LLC
|
Delaware
|
CSE Orlando-Pinar Terrace Manor LLC
|
Delaware
|
CSE Orlando-Terra Vista Rehab LLC
|
Delaware
|
CSE Pennsylvania Holdings
|
Delaware
|
CSE Piggott LLC
|
Delaware
|
CSE Pilot Point LLC
|
Delaware
|
CSE Pine View LLC
|
Delaware
|
CSE Ponca City LLC
|
Delaware
|
CSE Port St. Lucie LLC
|
Delaware
|
CSE Richmond LLC
|
Delaware
|
CSE Ripley LLC
|
Delaware
|
CSE Ripon LLC
|
Delaware
|
CSE Safford LLC
|
Delaware
|
CSE Salina LLC
|
Delaware
|
CSE Seminole LLC
|
Delaware
|
Subsidiary Name
|
Jurisdiction of Incorporation
|
CSE Shawnee LLC
|
Delaware
|
CSE Spring Branch LLC
|
Delaware
|
CSE Stillwater LLC
|
Delaware
|
CSE Taylorsville LLC
|
Delaware
|
CSE Texarkana LLC
|
Delaware
|
CSE Texas City LLC
|
Delaware
|
CSE The Village LLC
|
Delaware
|
CSE Upland LLC
|
Delaware
|
CSE Walnut Cove L.P.
|
Delaware
|
CSE West Point LLC
|
Delaware
|
CSE Whitehouse LLC
|
Delaware
|
CSE Williamsport LLC
|
Delaware
|
CSE Winter Haven LLC
|
Delaware
|
CSE Woodfin L.P.
|
Delaware
|
CSE Yorktown LLC
|
Delaware
|
Dallas – Skilled Nursing, Inc.
|
Texas
|
Delta Investors I, LLC
|
Maryland
|
Delta Investors II, LLC
|
Maryland
|
Desert Lane LLC
|
Delaware
|
Dixie White House Nursing Home, Inc.
|
Mississippi
|
Dixon Health Care Center, Inc.
|
Ohio
|
Encanto Senior Care, LLC
|
Arizona
|
Florida Lessor – Crystal Springs, Inc.
|
Maryland
|
Florida Lessor – Emerald, Inc.
|
Maryland
|
Florida Lessor – Lakeland, Inc.
|
Maryland
|
Florida Lessor – Meadowview, Inc.
|
Maryland
|
Florida Real Estate Company, LLC
|
Florida
|
G&L Gardens, LLC
|
Arizona
|
Georgia Lessor - Bonterra/Parkview, Inc.
|
Maryland
|
Golden Hill Real Estate Company, LLC
|
California
|
Greenbough, LLC
|
Delaware
|
Subsidiary Name
|
Jurisdiction of Incorporation
|
Hanover House, Inc.
|
Ohio
|
Heritage Texarkana Healthcare Associates, Inc.
|
Texas
|
House of Hanover, Ltd
|
Ohio
|
Hutton I Land, Inc.
|
Ohio
|
Hutton II Land, Inc.
|
Ohio
|
Hutton III Land, Inc.
|
Ohio
|
Indiana Lessor – Jeffersonville, Inc.
|
Maryland
|
Indiana Lessor – Wellington Manor, Inc.
|
Maryland
|
Jefferson Clark, Inc.
|
Maryland
|
LAD I Real Estate Company, LLC
|
Delaware
|
Lake Park – Skilled Nursing, Inc.
|
Texas
|
Leatherman 90-1, Inc.
|
Ohio
|
Leatherman Partnership 89-1, Inc.
|
Ohio
|
Leatherman Partnership 89-2, Inc.
|
Ohio
|
Long Term Care – Michigan, Inc.
|
Michigan
|
Long Term Care – North Carolina, Inc.
|
North Carolina
|
Long Term Care Associates – Illinois, Inc.
|
Illinois
|
Long Term Care Associates – Indiana, Inc.
|
Indiana
|
Long Term Care Associates – Texas, Inc.
|
Texas
|
Meridian Arms Land, Inc.
|
Ohio
|
North Las Vegas LLC
|
Delaware
|
NRS Ventures, L.L.C.
|
Delaware
|
Ocean Springs Nursing Home, Inc.
|
Mississippi
|
OHI (Connecticut), Inc.
|
Connecticut
|
OHI (Florida), Inc.
|
Florida
|
OHI (Illinois), Inc.
|
Illinois
|
OHI (Indiana), Inc.
|
Indiana
|
OHI (Iowa), Inc.
|
Iowa
|
OHI (Kansas), Inc.
|
Kansas
|
OHI Acquisition Co I, LLC
|
Delaware
|
OHI Asset (CA), LLC
|
Delaware
|
Subsidiary Name
|
Jurisdiction of Incorporation
|
OHI Asset (CO), LLC
|
Delaware
|
OHI Asset (CT) DIP, LLC
|
Delaware
|
OHI Asset (CT) Lender, LLC
|
Delaware
|
OHI Asset (FL) Lender, LLC
|
Delaware
|
OHI Asset (FL), LLC
|
Delaware
|
OHI Asset (ID), LLC
|
Delaware
|
OHI Asset (IL), LLC
|
Delaware
|
OHI Asset (IN) American Village, LLC
|
Delaware
|
OHI Asset (IN) Anderson, LLC
|
Delaware
|
OHI Asset (IN) Beech Grove, LLC
|
Delaware
|
OHI Asset (IN) Clarksville, LLC
|
Delaware
|
OHI Asset (IN) Crown Point, LLC
|
Delaware
|
OHI Asset (IN) Eagle Valley, LLC
|
Delaware
|
OHI Asset (IN) Elkhart, LLC
|
Delaware
|
OHI Asset (IN) Forest Creek, LLC
|
Delaware
|
OHI Asset (IN) Fort Wayne, LLC
|
Delaware
|
OHI Asset (IN) Franklin, LLC
|
Delaware
|
OHI Asset (IN) Greensburg, LLC
|
Delaware
|
OHI Asset (IN) Indianapolis, LLC
|
Delaware
|
OHI Asset (IN) Kokomo, LLC
|
Delaware
|
OHI Asset (IN) Lafayette, LLC
|
Delaware
|
OHI Asset (IN) Madison, LLC
|
Delaware
|
OHI Asset (IN) Monticello, LLC
|
Delaware
|
OHI Asset (IN) Noblesville, LLC
|
Delaware
|
OHI Asset (IN) Rosewalk, LLC
|
Delaware
|
OHI Asset (IN) Spring Mill, LLC
|
Delaware
|
OHI Asset (IN) Terre Haute, LLC
|
Delaware
|
OHI Asset (IN) Wabash, LLC
|
Delaware
|
OHI Asset (IN) Westfield, LLC
|
Delaware
|
OHI Asset (IN) Zionsville, LLC
|
Delaware
|
OHI Asset (IN), LLC
|
Delaware
|
Subsidiary Name
|
Jurisdiction of Incorporation
|
OHI Asset (LA), LLC
|
Delaware
|
OHI Asset (MD), LLC
|
Delaware
|
OHI Asset (MI) Heather Hills, LLC
|
Delaware
|
OHI Asset (MI), LLC
|
Delaware
|
OHI Asset (MI/NC), LLC
|
Delaware
|
OHI Asset (MO), LLC
|
Delaware
|
OHI Asset (OH) Lender, LLC
|
Delaware
|
OHI Asset (OH) New Philadelphia, LLC
|
Delaware
|
OHI Asset (OH), LLC
|
Delaware
|
OHI Asset (PA) Trust
|
Maryland
|
OHI Asset (PA), LLC
|
Delaware
|
OHI Asset (SMS) Lender, Inc.
|
Maryland
|
OHI Asset (TX) Hondo, LLC
|
Delaware
|
OHI Asset (TX) Paris, LLC
|
Delaware
|
OHI Asset (TX), LLC
|
Delaware
|
OHI Asset CSB LLC
|
Delaware
|
OHI Asset CSE – E, LLC
|
Delaware
|
OHI Asset CSE – U, LLC
|
Delaware
|
OHI Asset Essex (OH), LLC
|
Delaware
|
OHI Asset HUD CFG, LLC
|
Delaware
|
OHI Asset HUD Delta, LLC
|
Delaware
|
OHI Asset HUD H-F, LLC
|
Delaware
|
OHI Asset HUD SF CA, LLC
|
Delaware
|
OHI Asset HUD SF, LLC
|
Delaware
|
OHI Asset HUD WO, LLC
|
Delaware
|
OHI Asset II (CA), LLC
|
Delaware
|
OHI Asset II (FL), LLC
|
Delaware
|
OHI Asset II (PA) Trust
|
Maryland
|
OHI Asset III (PA) Trust
|
Maryland
|
OHI Asset IV (PA) Silver Lake Trust
|
Maryland
|
OHI Asset, LLC
|
Delaware
|
Subsidiary Name
|
Jurisdiction of Incorporation
|
OHI of Texas, Inc.
|
Maryland
|
OHI Sunshine, Inc.
|
Florida
|
OHI Tennessee, Inc.
|
Maryland
|
OHIMA, Inc.
|
Massachusetts
|
Omega (Kansas), Inc.
|
Kansas
|
Omega TRS I, Inc.
|
Maryland
|
Orange Village Care Center, Inc.
|
Ohio
|
OS Leasing Company
|
Kentucky
|
Palm Valley Senior Care, LLC
|
Arizona
|
Panama City Nursing Center LLC
|
Delaware
|
Parkview – Skilled Nursing, Inc.
|
Texas
|
Pavillion North Partners, Inc.
|
Pennsylvania
|
Pavillion North, LLP
|
Pennsylvania
|
Pavillion Nursing Center North, Inc.
|
Pennsylvania
|
Pensacola Real-Estate Holdings I, Inc.
|
Florida
|
Pensacola Real-Estate Holdings II, Inc.
|
Florida
|
Pensacola Real-Estate Holdings III, Inc.
|
Florida
|
Pensacola Real-Estate Holdings IV, Inc.
|
Florida
|
Pensacola Real-Estate Holdings V, Inc.
|
Florida
|
Pine Texarkana Healthcare Associates, Inc.
|
Texas
|
PV Realty-Clinton, LLC
|
Maryland
|
PV Realty-Holly Hill, LLC
|
Maryland
|
PV Realty-Kensington, LLC
|
Maryland
|
PV Realty-Willow Tree, LLC
|
Maryland
|
Reunion Texarkana Healthcare Associates, Inc.
|
Texas
|
Ridgecrest Senior Care, LLC
|
Arizona
|
San Augustine Healthcare Associates, Inc.
|
Texas
|
Skilled Nursing – Gaston, Inc.
|
Indiana
|
Skilled Nursing – Herrin, Inc.
|
Illinois
|
Skilled Nursing – Hicksville, Inc.
|
Ohio
|
Skilled Nursing – Paris, Inc.
|
Illinois
|
Subsidiary Name
|
Jurisdiction of Incorporation
|
Skyler Boyington, Inc.
|
Mississippi
|
Skyler Florida, Inc.
|
Mississippi
|
Skyler Maitland LLC
|
Delaware
|
Skyler Pensacola, Inc.
|
Florida
|
SLC Property Investors, LLC
|
Delaware
|
South Athens Healthcare Associates, Inc.
|
Texas
|
St. Mary’s Properties, Inc.
|
Ohio
|
Sterling Acquisition Corp.
|
Kentucky
|
Sterling Acquisition Corp. II
|
Kentucky
|
Suwanee, LLC
|
Delaware
|
Texas Lessor – Stonegate GP, Inc.
|
Maryland
|
Texas Lessor – Stonegate, Limited, Inc.
|
Maryland
|
Texas Lessor – Stonegate, LP
|
Maryland
|
Texas Lessor – Treemont, Inc.
|
Maryland
|
The Suburban Pavilion, Inc.
|
Ohio
|
Washington Lessor – Silverdale, Inc.
|
Maryland
|
Waxahachie Healthcare Associates, Inc.
|
Texas
|
West Athens Healthcare Associates, Inc.
|
Texas
|
Wilcare, LLC
|
Ohio
|
|
(1)
|
Registration Statement (Form S-8 No. 333-61354) related to the 2000 Stock Incentive Plan of Omega Healthcare Investors, Inc.;
|
|
(2)
|
Registration Statement (Form S-8 No. 333-117656) related to the 2004 Stock Incentive Plan of Omega Healthcare Investors, Inc.;
|
|
(3)
|
Registration Statement (Form S-3 No. 333-175164) related to the Dividend Reinvestment and Common Stock Purchase Plan of Omega Healthcare Investors, Inc.; and
|
|
(4)
|
Registration Statement (Form S-3 No. 333-179795), an unallocated universal registration statement.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Omega Healthcare Investors, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/S/ C. TAYLOR PICKETT | ||
C. Taylor Pickett | ||
Chief Executive Officer |
1.
|
I have reviewed this Annual Report on Form 10-K of Omega Healthcare Investors, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/S/ ROBERT O. STEPHENSON | ||
Robert O. Stephenson | ||
Chief Financial Officer |
(1)
|
the Annual Report on Form 10-K of the Company for the year ended December 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/S/ | C. TAYLOR PICKETT | ||
C. Taylor Pickett | |||
Chief Executive Officer |
(1)
|
the Annual Report on Form 10-K of the Company for the year ended December 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/S/ | ROBERT O. STEPHENSON | ||
Robert O. Stephenson | |||
Chief Financial Officer |
SUMMARY OF QUARTERLY RESULTS (UNAUDITED) (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
|
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Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of quarterly financial information | The following summarizes quarterly results of operations for the years ended December 31, 2012 and 2011.
|
PROPERTIES (Detail 2) (USD $)
In Millions, unless otherwise specified |
12 Months Ended |
---|---|
Dec. 31, 2012
|
|
First Closing
|
|
Summary of Investment Holdings [Line Items] | |
1 year | $ 1.2 |
1-3 years | 2.1 |
3-5 years | 1.7 |
Thereafter | 1.8 |
HUD Portfolio Closing
|
|
Summary of Investment Holdings [Line Items] | |
1 year | 2.9 |
1-3 years | 5.1 |
3-5 years | 0.9 |
Thereafter | 1.7 |
Option Exercise and Closing
|
|
Summary of Investment Holdings [Line Items] | |
1 year | 1.0 |
1-3 years | 2.4 |
3-5 years | 1.9 |
Thereafter | $ 2.5 |
OTHER INVESTMENTS (Detail) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
||||||
---|---|---|---|---|---|---|---|---|
Schedule of Investments [Line Items] | ||||||||
Interest rate | 10.00% | |||||||
Notes receivable, gross | $ 44,759 | [1] | $ 50,377 | [1] | ||||
Allowance for loss on notes receivable | (1,977) | (1,977) | ||||||
Notes receivable, net | 42,782 | 48,400 | ||||||
Marketable securities and other | 4,557 | 4,557 | ||||||
Other investments - net | 47,339 | 52,957 | ||||||
Infinia on demand
|
||||||||
Schedule of Investments [Line Items] | ||||||||
Notes receivable, gross | 225 | |||||||
Other Investment note due 2015
|
||||||||
Schedule of Investments [Line Items] | ||||||||
Notes receivable, gross | 2,518 | 2,718 | ||||||
Other Investment notes due 2021 - 2023
|
||||||||
Schedule of Investments [Line Items] | ||||||||
Notes receivable, gross | 9,775 | 4,996 | ||||||
Other Investment note due 2013
|
||||||||
Schedule of Investments [Line Items] | ||||||||
Notes receivable, gross | 1,018 | [2] | 12,938 | [2] | ||||
Other Investment note due 2014
|
||||||||
Schedule of Investments [Line Items] | ||||||||
Notes receivable, gross | 812 | 1,500 | ||||||
$28.0 million Other Investment note due 2017
|
||||||||
Schedule of Investments [Line Items] | ||||||||
Notes receivable, gross | 26,500 | 28,000 | ||||||
$4.0 Million Other Investment note due 2013
|
||||||||
Schedule of Investments [Line Items] | ||||||||
Notes receivable, gross | 3,450 | |||||||
Other Investment note due 2013
|
||||||||
Schedule of Investments [Line Items] | ||||||||
Notes receivable, gross | 261 | |||||||
$1.3 million Other Investment note due 2017
|
||||||||
Schedule of Investments [Line Items] | ||||||||
Notes receivable, gross | $ 425 | |||||||
|
BORROWING ARRANGEMENTS - Unsecured Borrowings (Narrative) (Detail 1) (USD $)
|
12 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 06, 2012
Unsecured Borrowings
|
Dec. 31, 2012
Unsecured Borrowings
2012 Revolving Credit Facility
|
Dec. 06, 2012
Unsecured Borrowings
2012 Revolving Credit Facility
|
Dec. 31, 2012
Unsecured Borrowings
2012 Revolving Credit Facility
Minimum
|
Dec. 31, 2012
Unsecured Borrowings
2012 Revolving Credit Facility
Maximum
|
Dec. 31, 2012
Unsecured Borrowings
2012 Term Loan Facility
|
Dec. 06, 2012
Unsecured Borrowings
2012 Term Loan Facility
|
Dec. 31, 2012
Unsecured Borrowings
2012 Term Loan Facility
Minimum
|
Dec. 31, 2012
Unsecured Borrowings
2012 Term Loan Facility
Maximum
|
Dec. 31, 2012
Unsecured Borrowings
2012 Credit Facilities
|
Dec. 06, 2012
Unsecured Borrowings
2012 Credit Facilities
|
Dec. 06, 2012
Unsecured Borrowings
2012 Credit Facilities
Maximum
|
Aug. 16, 2011
Unsecured Borrowings
2011 Credit Facility
|
Dec. 31, 2011
Unsecured Borrowings
2011 Credit Facility
|
|
Borrowing Arrangements [Line Items] | ||||||||||||||||
Credit facility, borrowing capacity | $ 700,000,000 | $ 500,000,000 | $ 200,000,000 | $ 475,000,000 | ||||||||||||
Credit facility, potential borrowing capacity | 300,000,000 | 1,000,000,000 | ||||||||||||||
Revolving line of credit | 258,000,000 | 272,500,000 | 158,000,000 | 100,000,000 | 258,000,000 | 272,500,000 | ||||||||||
Credit facility available for future borrowing | $ 200,000,000 | $ 442,000,000 | $ 202,500,000 | |||||||||||||
Weighted average annual interest rate | 1.81% | 2.85% | ||||||||||||||
Pricing of credit facility at LIBOR plus an applicable percentage | 1.50% | 1.00% | 1.90% | 1.75% | 1.10% | 2.30% | ||||||||||
Credit facilty, description of variable rate basis | The Revolving Credit Facility is priced at LIBOR plus an applicable percentage (beginning at 150 basis points, with a range of 100 to 190 basis points) based on our ratings from Standard & Poor's, Moody's and/or Fitch Ratings | The Term Loan Facility is also priced at LIBOR plus an applicable percentage (beginning at 175 basis points, with a range of 110 to 230 basis points) based our ratings from Standard & Poor's, Moody's and/or Fitch Ratings. | ||||||||||||||
Facility fee, basis spread on variable rate | 0.30% | 0.15% | 0.45% | |||||||||||||
Facility fee, description of variable rate basis | Facility fee based on the Standard & Poor's, Moody's and/or Fitch Ratings (initially 30 basis points, with a range of 15 to 45 basis points). | |||||||||||||||
Credit facility, maturity period (in years) | 4 years | 5 years | 4 years |
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (Detail 3) (USD $)
In Millions, unless otherwise specified |
Dec. 31, 2012
|
---|---|
Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Reported amount of real estate in excess of the tax basis | $ 17.1 |
PROPERTIES (Detail) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Real Estate [Abstract] | ||
Buildings | $ 2,580,400 | $ 2,157,015 |
Site improvement and equipment | 213,471 | 184,503 |
Land | 244,682 | 195,521 |
Property, plant and equipment, gross | 3,038,553 | 2,537,039 |
Less accumulated depreciation | (580,373) | (470,420) |
Total | $ 2,458,180 | $ 2,066,619 |
MORTGAGE NOTES RECEIVABLE (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
|
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of mortgage notes receivable | The outstanding principal amounts of mortgage notes receivable, net of allowances, were as follows:
|
BORROWING ARRANGEMENTS - Unsecured Borrowings - $700 Million Unsecured Credit Facility (Narrative) (Detail 2) (USD $)
|
12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2011
2010 Credit Facility
|
Dec. 31, 2012
2011 Credit Facility
|
Dec. 06, 2012
Unsecured Borrowings
|
Aug. 16, 2011
Unsecured Borrowings
2010 Credit Facility
|
Aug. 16, 2011
Unsecured Borrowings
2011 Credit Facility
|
Dec. 31, 2011
Unsecured Borrowings
2011 Credit Facility
|
Dec. 06, 2012
Unsecured Borrowings
2011 Credit Facility
|
Dec. 31, 2012
Unsecured Borrowings
Credit Facility 2012
|
||||||||||
Borrowing Arrangements [Line Items] | ||||||||||||||||||||
Credit facility, borrowing capacity | $ 700,000,000 | $ 475,000,000 | ||||||||||||||||||
Line of credit facility terminated | 320,000,000 | 475,000,000 | 320,000,000 | 475,000,000 | ||||||||||||||||
Credit facility, maturity period (in years) | 4 years | |||||||||||||||||||
Revolving line of credit | 258,000,000 | 272,500,000 | 272,500,000 | 258,000,000 | ||||||||||||||||
Credit facility available for future borrowing | 202,500,000 | 442,000,000 | ||||||||||||||||||
Weighted average annual interest rate | 2.85% | 1.81% | ||||||||||||||||||
Write-offs associated with deferred costs | $ 3,024,000 | [1],[2],[3] | $ 3,055,000 | [1],[2],[3] | $ 8,231,000 | [1],[2],[3] | $ 3,100,000 | $ 2,500,000 | $ 2,500,000 | |||||||||||
|
LEASE AND MORTGAGE DEPOSITS (Narrative) (Detail) (USD $)
In Millions, unless otherwise specified |
Dec. 31, 2012
|
---|---|
Security Deposits and Letters Of Credit [Abstract] | |
Liquidity deposits | $ 5.9 |
Letters of credit outstanding | $ 46.9 |
STOCK-BASED COMPENSATION (Detail) (Restricted stock, USD $)
In Millions, except Share data, unless otherwise specified |
12 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Jan. 31, 2011
|
||||||
Restricted stock
|
|||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||||
Non-vested | 458,302 | 26,267 | 102,374 | 428,503 | |||||
Granted | 15,500 | 444,003 | 15,500 | ||||||
Vested | (14,300) | (11,968) | (91,607) | ||||||
Non-vested | 459,502 | 458,302 | 26,267 | 428,503 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||||||||
Non-vested | $ 22.31 | $ 18.19 | $ 16.81 | ||||||
Granted | $ 20.29 | $ 22.42 | $ 20.00 | ||||||
Vested | $ 19.56 | $ 17.42 | $ 16.96 | ||||||
Non-vested | $ 22.33 | $ 22.31 | $ 18.19 | ||||||
Compensation Cost | $ 0.3 | [1] | $ 10.0 | [1] | $ 0.3 | [1] | |||
|
PROPERTIES - 2011 First Acquisition & Second Acquisition (Narrative) (Detail 7) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
Property
|
Dec. 31, 2012
SNF's
Property
|
Dec. 31, 2011
Maryland & West Virginia Acquisition
Bed
|
Dec. 31, 2012
Maryland & West Virginia Acquisition
|
Dec. 31, 2012
Maryland & West Virginia Acquisition
Land
|
Dec. 31, 2012
Maryland & West Virginia Acquisition
Buildings and site improvements
|
Dec. 31, 2012
Maryland & West Virginia Acquisition
Furniture and fixtures
|
Dec. 31, 2011
Maryland & West Virginia Acquisition
Housing and Urban Development
|
Dec. 31, 2011
Maryland & West Virginia Acquisition
SNF's
Property
|
Dec. 31, 2011
Maryland & West Virginia Acquisition
SNF's
Maryland
Property
|
Dec. 31, 2011
Maryland & West Virginia Acquisition
SNF's
West Virginia
Property
|
Dec. 31, 2012
Arkansas, Colorado, Florida, Michigan and Wisconsin
Agreement
Bed
|
Dec. 31, 2012
Arkansas, Colorado, Florida, Michigan and Wisconsin
Land
|
Dec. 31, 2012
Arkansas, Colorado, Florida, Michigan and Wisconsin
Buildings and site improvements
|
Dec. 31, 2012
Arkansas, Colorado, Florida, Michigan and Wisconsin
Furniture and fixtures
|
Dec. 23, 2011
Arkansas, Colorado, Florida, Michigan and Wisconsin
Housing and Urban Development
Loan
|
Dec. 31, 2011
Arkansas, Colorado, Florida, Michigan and Wisconsin
SNF's
Property
|
Dec. 23, 2011
Arkansas, Colorado, Florida, Michigan and Wisconsin
SNF's
Property
|
Dec. 23, 2011
Arkansas, Colorado, Florida, Michigan and Wisconsin
SNF's
Arkansas
Property
|
Dec. 23, 2011
Arkansas, Colorado, Florida, Michigan and Wisconsin
SNF's
Colorado
Property
|
Dec. 23, 2011
Arkansas, Colorado, Florida, Michigan and Wisconsin
SNF's
Florida
Property
|
Dec. 23, 2011
Arkansas, Colorado, Florida, Michigan and Wisconsin
SNF's
Michigan
Property
|
Dec. 23, 2011
Arkansas, Colorado, Florida, Michigan and Wisconsin
SNF's
Wisconsin
Property
|
|
Real Estate Properties [Line Items] | |||||||||||||||||||||||
Number of facilities owned | 478 | 418 | 4 | 3 | 1 | 17 | 17 | 12 | 1 | 1 | 2 | 1 | |||||||||||
Number of operating beds | 586 | 1,820 | |||||||||||||||||||||
Business acquisition, purchase price | $ 61.0 | $ 128.0 | |||||||||||||||||||||
Renovations at one facility | 1.0 | 1.3 | |||||||||||||||||||||
Cash paid for acquisition | 31.0 | 56.7 | |||||||||||||||||||||
Assumption of debt indebtedness for acquisition | 30.0 | 71.3 | |||||||||||||||||||||
Interest rate of assumed debt | 4.87% | 5.70% | |||||||||||||||||||||
Lease expiration period | March 2036 and September 2040 | October 2029 and July 2044 | |||||||||||||||||||||
Total cost allocated to assets | 62.7 | 4.4 | 55.0 | 3.3 | 129.9 | 9.0 | 111.5 | 9.4 | |||||||||||||||
Fair value adjustment related to debt assumed | 3.0 | 1.9 | |||||||||||||||||||||
Amortization of debt recognized in acquisition | 0.2 | ||||||||||||||||||||||
Future amortization of debt fair value adjustment, year one | 0.2 | ||||||||||||||||||||||
Future amortization of debt fair value adjustment, year two | 0.2 | ||||||||||||||||||||||
Future amortization of debt fair value adjustment, year three | 0.2 | ||||||||||||||||||||||
Future amortization of debt fair value adjustment, year four | 0.2 | ||||||||||||||||||||||
Future amortization of debt fair value adjustment, year five | $ 0.2 | ||||||||||||||||||||||
Amortization period of above market leases | 5 years | ||||||||||||||||||||||
Number of master lease involved in purchase and leaseback transaction | 2 | ||||||||||||||||||||||
Number of mortgage loans | 15 |
BORROWING ARRANGEMENTS - Refinancing related costs (Detail 2) (USD $)
|
12 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2011
2010 Credit Facility
|
Dec. 31, 2010
Credit facility 2009
|
Dec. 31, 2010
Gecc term loan
|
Dec. 31, 2010
Senior notes due, 2014
|
Dec. 31, 2012
7% 2016 Notes
|
Dec. 31, 2011
7% 2016 Notes
|
Jun. 30, 2012
2011 Credit Facility
HUD
|
Dec. 31, 2012
2011 Credit Facility
|
||||||||||||
Financing Activities and Borrowing Arrangements [Line Items] | ||||||||||||||||||||||
Write off of deferred finance cost due to refinancing | $ 3,024,000 | [1],[2],[3] | $ 3,055,000 | [1],[2],[3] | $ 8,231,000 | [1],[2],[3] | $ 3,100,000 | $ 3,500,000 | $ 2,200,000 | $ 2,600,000 | $ 2,200,000 | $ 2,500,000 | ||||||||||
Prepayment and other costs associated with refinancing | 4,896,000 | [4] | 16,000 | [4] | 11,251,000 | [4] | 3,000,000 | 8,300,000 | 4,900,000 | |||||||||||||
Total debt extinguishment costs | 7,920,000 | 3,071,000 | 19,482,000 | |||||||||||||||||||
Notes issued, interest rate | 7.00% | 7.00% | 7.00% | |||||||||||||||||||
Line of credit facility terminated | 320,000,000 | 200,000,000 | 100,000,000 | 310,000,000 | 475,000,000 | |||||||||||||||||
Redemption of 7% 2016 notes | 175,000,000 | |||||||||||||||||||||
Gain from write-off of unamortized premium on the HUD loans | $ 1,700,000 | |||||||||||||||||||||
Number of HUD loans paid off | 4 | |||||||||||||||||||||
|
BORROWING ARRANGEMENTS - Unsecured Borrowings - $175 Million 7% Senior Notes due 2016 Tender Offer and Redemption (Narrative) (Detail 4) (USD $)
|
12 Months Ended | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2012
Unsecured Borrowings
7% Senior Notes due 2016
|
Mar. 27, 2012
Unsecured Borrowings
7% Senior Notes due 2016
|
Mar. 19, 2012
Unsecured Borrowings
7% Senior Notes due 2016
|
Mar. 05, 2012
Unsecured Borrowings
7% Senior Notes due 2016
|
||||||||||
Borrowing Arrangements [Line Items] | ||||||||||||||||
Senior notes, principal amount | $ 168,900,000 | $ 175,000,000 | ||||||||||||||
Interest rate | 10.00% | 7.00% | 7.00% | |||||||||||||
Redemption of remaining aggregate principal amount | 6,100,000 | |||||||||||||||
Redemption price percentage | 102.333% | |||||||||||||||
Redemption related costs and write-offs | 7,100,000 | |||||||||||||||
Payments made to bondholders | 4,500,000 | |||||||||||||||
Write-offs associated with deferred costs | 3,024,000 | [1],[2],[3] | 3,055,000 | [1],[2],[3] | 8,231,000 | [1],[2],[3] | 2,200,000 | |||||||||
Expenses associated with the tender and redemption | $ 400,000 | |||||||||||||||
|
RETIREMENT ARRANGEMENTS (Narrative) (Detail) (USD $)
|
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Compensation Related Costs [Abstract] | |||
Liabilities associated with deferred compensation plan | $ 400,000 | ||
Amounts charged to operations with respect to retirement arrangements | $ 233,500 | $ 222,500 | $ 168,700 |
BORROWING ARRANGEMENTS - Secured Borrowings (Narrative) (Detail) (USD $)
|
12 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Jun. 30, 2012
2011 Credit Facility
|
Dec. 31, 2010
Senior notes due, 2014
|
Jun. 29, 2010
Secured borrowings
HUD Berkadia mortgages assumed June 2010
|
Dec. 31, 2012
Secured borrowings
HUD Berkadia mortgages assumed June 2010
|
Dec. 31, 2011
Secured borrowings
HUD Berkadia mortgages assumed June 2010
|
Jun. 29, 2010
Secured borrowings
HUD Capital Funding mortgages assumed June 2010
|
Dec. 31, 2012
Secured borrowings
HUD Capital Funding mortgages assumed June 2010
|
Dec. 31, 2011
Secured borrowings
HUD Capital Funding mortgages assumed June 2010
|
Oct. 31, 2011
Secured borrowings
HUD mortgages assumed October 2011
|
Dec. 31, 2012
Secured borrowings
HUD mortgages assumed October 2011
|
Dec. 31, 2011
Secured borrowings
HUD mortgages assumed October 2011
|
Jun. 29, 2012
Secured borrowings
HUD mortgages assumed December 2011
|
Dec. 23, 2011
Secured borrowings
HUD mortgages assumed December 2011
|
Dec. 31, 2012
Secured borrowings
HUD mortgages assumed December 2012
|
||||||
Borrowing Arrangements [Line Items] | ||||||||||||||||||||||
Assumed indebtedness, maturity date | January 2036 and May 2040 | January 2040 and January 2045 | April 2036 and September 2040 | October 2029 to July 2044 | April 2031 and February 2045 | |||||||||||||||||
Fair value adjustment of HUD debt assumed | $ 13,700,000 | $ 11,600,000 | $ 12,400,000 | $ 7,400,000 | $ 6,400,000 | $ 6,800,000 | $ 3,000,000 | $ 2,800,000 | $ 3,000,000 | $ 1,900,000 | $ 10,100,000 | |||||||||||
Assumption of debt for the acquisition | 71,900,000 | |||||||||||||||||||||
Gain on retirement of HUD mortgages | 1,700,000 | |||||||||||||||||||||
Gain from write-off of unamortized fair value adjustment of the HUD loans | 1,700,000 | 1,800,000 | ||||||||||||||||||||
Prepayment fee | 4,896,000 | [1] | 16,000 | [1] | 11,251,000 | [1] | 8,300,000 | 100,000 | ||||||||||||||
Total Hud debt assumed | 81,900,000 | |||||||||||||||||||||
Repayment for mortgage retirement | $ 11,800,000 | |||||||||||||||||||||
|
OTHER INVESTMENTS (Narrative) (Detail) (USD $)
|
12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2012
Other Investment note due 2013
|
Dec. 31, 2011
Other Investment note due 2013
|
Dec. 31, 2012
Other Investment note due 2013
Working Capital Loan
|
Dec. 31, 2012
$1.3 million Other Investment note due 2017
|
Dec. 31, 2011
$1.3 million Other Investment note due 2017
|
Mar. 30, 2012
$1.3 million Other Investment note due 2017
Working Capital Loan
|
Dec. 31, 2012
$4.0 Million Other Investment note due 2013
|
Dec. 31, 2011
$4.0 Million Other Investment note due 2013
|
Nov. 30, 2012
$4.0 Million Other Investment note due 2013
Short Term Working Capital Note
|
Dec. 31, 2011
$28.0 million Other Investment note due 2017
|
Dec. 31, 2012
$28.0 million Other Investment note due 2017
|
Dec. 31, 2011
Other Investment notes due 2021 - 2023
Capital Renovation Loans
Loan
|
|||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Number of loans | 6 | |||||||||||||||||
Percentage of interest rate received | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||
Escalators rate of interest per year | 2.50% | |||||||||||||||||
Maximum drawing capacity of loan | $ 11,000,000 | |||||||||||||||||
Loan amount | 750,000 | 1,300,000 | 4,000,000 | |||||||||||||||
Proceeds from principal payment of loans | 11,900,000 | 1,500,000 | ||||||||||||||||
Notes receivable, gross | $ 44,759,000 | [1] | $ 50,377,000 | [1] | $ 1,018,000 | $ 12,938,000 | $ 425,000 | $ 3,450,000 | $ 28,000,000 | $ 26,500,000 | ||||||||
Notes receivable term | 5 years | |||||||||||||||||
|
EARNINGS PER SHARE
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Net Income Available To Common Per Share | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EARNINGS PER SHARE | NOTE 18 - EARNINGS PER SHARE
The computation of basic 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 available to common stockholders 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:
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PROPERTIES - Leased Property (Narrative) (Detail)
|
12 Months Ended |
---|---|
Dec. 31, 2012
|
|
Leased Properties [Line Items] | |
Number of leased real estate properties | 478 |
Property available for operating lease | Minimum
|
|
Leased Properties [Line Items] | |
Lease term | 5 years |
Property available for operating lease | Maximum
|
|
Leased Properties [Line Items] | |
Lease term | 15 years |
SNF's
|
|
Leased Properties [Line Items] | |
Number of leased real estate properties | 418 |
ALFs
|
|
Leased Properties [Line Items] | |
Number of leased real estate properties | 16 |
Specialty facilities
|
|
Leased Properties [Line Items] | |
Number of leased real estate properties | 11 |
ORGANIZATION AND BASIS OF PRESENTATION (Narrative) (Detail)
|
12 Months Ended | 0 Months Ended | |||
---|---|---|---|---|---|
Dec. 31, 2012
Segment
Facility
Property
|
Jun. 01, 2010
TC Healthcare
Facility
|
Sep. 01, 2008
TC Healthcare
Facility
|
Jul. 06, 2008
Haven Eldercare
Property
Facility
|
Jul. 07, 2008
Haven Eldercare
Property
|
|
Real Estate Properties [Line Items] | |||||
Number of reportable segments | 1 | ||||
Number of facilities owned | 478 | 15 | |||
Number of held-for-sale facilities | 2 | ||||
Number of facilities transitioned to new tenant/operator | 2 | 13 | |||
Number of facilities leased | 8 | ||||
Number of facilities under fixed rate mortgage loan | 10 | 7 |
BORROWING ARRANGEMENTS - Principal payments (Detail 1) (Senior notes, USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
---|---|
Senior notes
|
|
Borrowing Arrangements [Line Items] | |
2013 | $ 5,251 |
2014 | 5,540 |
2015 | 5,845 |
2016 | 164,168 |
2017 | 106,509 |
Thereafter | 1,501,398 |
Totals | $ 1,788,711 |
EARNINGS PER SHARE (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2011
|
Sep. 30, 2011
|
Jun. 30, 2011
|
Mar. 31, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Numerator: | |||||||||||
Net income | $ 33,923 | $ 30,119 | $ 30,572 | $ 26,084 | $ 19,293 | $ 21,436 | $ 17,790 | $ (5,913) | $ 120,698 | $ 52,606 | $ 58,436 |
Preferred stock dividends | (1,691) | (9,086) | |||||||||
Preferred stock redemption | (3,456) | ||||||||||
Numerator for net income available to common per share - basic and diluted | $ 33,923 | $ 30,119 | $ 30,572 | $ 26,084 | $ 19,293 | $ 21,436 | $ 17,806 | $ (11,076) | $ 120,698 | $ 47,459 | $ 49,350 |
Denominator: | |||||||||||
Denominator for basic earnings per share | 107,591 | 102,119 | 94,056 | ||||||||
Effect of dilutive securities: | |||||||||||
Restricted stock | 401 | 45 | 171 | ||||||||
Stock option incremental shares | 3 | ||||||||||
Deferred stock | 19 | 13 | 7 | ||||||||
Denominator for diluted earnings per share | 108,011 | 102,177 | 94,237 | ||||||||
Earnings per share - basic: | |||||||||||
Net income | $ 0.30 | $ 0.28 | $ 0.29 | $ 0.25 | $ 0.19 | $ 0.21 | $ 0.17 | $ (0.11) | $ 1.12 | $ 0.46 | $ 0.52 |
Earnings per share - diluted: | |||||||||||
Net income | $ 0.30 | $ 0.27 | $ 0.29 | $ 0.25 | $ 0.19 | $ 0.21 | $ 0.17 | $ (0.11) | $ 1.12 | $ 0.46 | $ 0.52 |
STOCK-BASED COMPENSATION (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of activity in restricted stock | The following table summarizes the activity in restricted stock for the years ended December 31, 2010, 2011 and 2012:
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Schedule of activity in PRSU | The following table summarizes the activity in PRSU for the years ended December 31, 2010, 2011 and 2012:
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PROPERTIES - 2012 Acquisitions (Narrative) (Detail 2) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
Property
|
Dec. 31, 2012
SNF's
Property
|
Dec. 31, 2012
ALFs
Property
|
Dec. 31, 2012
Arizona and California Acquisitions
Property
Bed
|
Dec. 31, 2012
Arizona and California Acquisitions
California
Property
|
Dec. 31, 2012
Arizona and California Acquisitions
Arizona
Property
|
Dec. 31, 2012
Arizona and California Acquisitions
Housing and Urban Development
Loan
|
Dec. 31, 2012
Arizona and California Acquisitions
SNF's
Property
|
Dec. 31, 2012
Arizona and California Acquisitions
ALFs
Property
|
Dec. 31, 2012
Arizona and California Acquisitions
SNF's and ALF's
Property
|
Nov. 30, 2012
Arizona and California Acquisitions
First Closing
Facility
Property
|
Dec. 31, 2012
Arizona and California Acquisitions
First Closing
|
Dec. 31, 2012
Arizona and California Acquisitions
First Closing
Land
|
Dec. 31, 2012
Arizona and California Acquisitions
First Closing
Buildings and site improvements
|
Dec. 31, 2012
Arizona and California Acquisitions
First Closing
Furniture and fixtures
|
Nov. 30, 2012
Arizona and California Acquisitions
First Closing
Housing and Urban Development
|
Nov. 30, 2012
Arizona and California Acquisitions
First Closing
SNF's
Property
|
Nov. 30, 2012
Arizona and California Acquisitions
First Closing
ALFs
Property
|
Nov. 30, 2012
Arizona and California Acquisitions
First Closing
SNF's and ALF's
Property
|
Dec. 31, 2012
Arizona and California Acquisitions
Second Closing
|
Nov. 30, 2012
Arizona and California Acquisitions
Second Closing
SNF's
Facility
|
Dec. 31, 2012
Arizona and California Acquisitions
Second Closing
SNF's
Land
|
Dec. 31, 2012
Arizona and California Acquisitions
Second Closing
SNF's
Buildings and site improvements
|
Dec. 31, 2012
Arizona and California Acquisitions
Second Closing
SNF's
Furniture and fixtures
|
Nov. 30, 2012
Arizona and California Acquisitions
Second Closing
SNF's
California
Property
|
Dec. 31, 2012
Arizona and California Acquisitions
Third Closing
|
Dec. 31, 2012
Arizona and California Acquisitions
Third Closing
Land
|
Dec. 31, 2012
Arizona and California Acquisitions
Third Closing
Buildings and site improvements
|
Dec. 31, 2012
Arizona and California Acquisitions
Third Closing
Furniture and fixtures
|
Dec. 31, 2012
Arizona and California Acquisitions
Third Closing
Housing and Urban Development
|
Dec. 31, 2012
Arizona and California Acquisitions
Third Closing
SNF's
Facility
|
Dec. 31, 2012
Arizona and California Acquisitions
Third Closing
SNF's
California
|
Dec. 31, 2012
Arizona and California Acquisitions
Third Closing
SNF's
Housing and Urban Development
California
|
|
Real Estate Properties [Line Items] | |||||||||||||||||||||||||||||||||
Amount of leased assets | $ 203.4 | $ 60.0 | $ 70.2 | $ 72.2 | |||||||||||||||||||||||||||||
Number of facilities owned | 478 | 418 | 16 | 14 | 10 | 4 | 12 | 1 | 1 | 4 | 2 | 1 | 1 | 10 | |||||||||||||||||||
Assumption of debt indebtedness for acquisition | 71.9 | 27.6 | 44.3 | ||||||||||||||||||||||||||||||
Cash paid for acquisition | 131.5 | 32.4 | 28.9 | ||||||||||||||||||||||||||||||
Number of mortgage loans | 8 | ||||||||||||||||||||||||||||||||
Interest rate of assumed debt | 5.50% | 4.73% | 5.97% | ||||||||||||||||||||||||||||||
Lease expiration period | April 2031 and February 2045 | ||||||||||||||||||||||||||||||||
Number of operating beds | 1,830 | ||||||||||||||||||||||||||||||||
Number of facilities leased | 4 | 5 | 5 | ||||||||||||||||||||||||||||||
Period of master lease agreement | 12 years | 12 years | 12 years | ||||||||||||||||||||||||||||||
Total cost allocated to assets | 64.6 | 5.5 | 55.9 | 3.2 | 70.2 | 11.5 | 55.5 | 3.2 | 77.6 | 13.0 | 60.9 | 3.7 | |||||||||||||||||||||
Fair value adjustment related to debt assumed | 4.6 | 5.4 | |||||||||||||||||||||||||||||||
Amortization of debt fair value adjustment, per year | 0.2 | ||||||||||||||||||||||||||||||||
Future amortization of debt fair value adjustment, year one | 0.2 | 0.3 | |||||||||||||||||||||||||||||||
Future amortization of debt fair value adjustment, year two | 0.2 | 0.2 | |||||||||||||||||||||||||||||||
Future amortization of debt fair value adjustment, year three | 0.2 | 0.2 | |||||||||||||||||||||||||||||||
Future amortization of debt fair value adjustment, year four | 0.2 | 0.2 | |||||||||||||||||||||||||||||||
Future amortization of debt fair value adjustment, year five | 0.2 | 0.2 | |||||||||||||||||||||||||||||||
Amortization period of above market leases | 5 years | ||||||||||||||||||||||||||||||||
Reduction price related to funds escrowed by the seller | $ 1.0 |
PROPERTIES - 2009 - 2010 Acquisitions - 143 Facility CapitalSource Acquisitions - Option Exercise and Closing (Narrative) (Detail 11) (USD $)
In Millions, unless otherwise specified |
0 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Jun. 09, 2010
Operator
Bed
Property
Contract
State
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Apr. 20, 2010
Property
|
|
Real Estate Properties [Line Items] | |||||
Number of facilities owned | 478 | ||||
Number of states | 34 | ||||
Number of operators | 46 | ||||
143 Facility CapitalSource Acquisitions | Option Exercise and Closing
|
|||||
Real Estate Properties [Line Items] | |||||
Number of facilities owned | 63 | 63 | |||
Number of operating beds | 6,607 | ||||
Cash paid for acquisition | $ 293.0 | ||||
Purchase price of subsidiaries, including option price | 318 | ||||
Number of states | 19 | ||||
Number of in-place triple net leases | 30 | ||||
Number of operators | 18 | ||||
Number of master lease involved in purchase and leaseback transaction | 30 | ||||
Annualized lease revenue | 34 | ||||
Business acquisition total purchase price allocated | 328.9 | ||||
Business acquisition purchase price allocation to in-place above market leases assumed | 8.2 | ||||
Business acquisition purchase price allocation to in-place below market leases assumed | 18.8 | ||||
Net amortization of below market leases | 0.9 | 1.3 | 0.7 | ||
143 Facility CapitalSource Acquisitions | Option Exercise and Closing | Land
|
|||||
Real Estate Properties [Line Items] | |||||
Business acquisition purchase price allocation | 35.8 | ||||
143 Facility CapitalSource Acquisitions | Option Exercise and Closing | Buildings and Site Improvements
|
|||||
Real Estate Properties [Line Items] | |||||
Business acquisition purchase price allocation | 276.0 | ||||
143 Facility CapitalSource Acquisitions | Option Exercise and Closing | Furniture and fixtures
|
|||||
Real Estate Properties [Line Items] | |||||
Business acquisition purchase price allocation | $ 17.1 |
PROPERTIES (Detail 1) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
---|---|
Real Estate [Abstract] | |
2013 | $ 338,520 |
2014 | 350,265 |
2015 | 355,798 |
2016 | 338,398 |
2017 | 342,487 |
Thereafter | 1,793,621 |
Total | $ 3,519,089 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
|
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Real Estate Investments and Depreciation
We record the purchase price of properties to net tangible and identified intangible assets acquired at their fair values. In making estimates of fair values for purposes of recording purchase price, we utilize a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. We also consider information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. All costs of significant improvements, renovations and replacements are capitalized. In addition, we capitalize leasehold improvements when certain criteria are met, including when we supervise construction and will own the improvement. Expenditures for maintenance and repairs are charged to operations as they are incurred.
Depreciation is computed on a straight-line basis over the estimated useful lives ranging from 20 to 40 years for buildings and improvements and three to 10 years for furniture, fixtures and equipment. Leasehold interests are amortized over the shorter of useful life or term of the lease, with lives ranging from five to 15 years.
As of December 31, 2012 and 2011, we had identified conditional asset retirement obligations primarily related to the future removal and disposal of asbestos that is contained within certain of our real estate investment properties. The asbestos is appropriately contained, and we believe we are compliant with current environmental regulations. If these properties undergo major renovations or are demolished, certain environmental regulations are in place, which specify the manner in which asbestos must be handled and disposed. We are required to record the fair value of these conditional liabilities if they can be reasonably estimated. As of December 31, 2012 and 2011, sufficient information was not available to estimate our liability for conditional asset retirement obligations as the obligations to remove the asbestos from these properties have indeterminable settlement dates. As such, no liability for conditional asset retirement obligations was recorded on our accompanying consolidated balance sheets as of December 31, 2012 and 2011.
In-Place Leases
In-place lease assets and liabilities result when we assume a lease as part of a facility purchase. The fair value of in-place leases consists of the following components as applicable (1) the estimated cost to replace the leases, and (2) the above/below market cash flow of the leases, determined by comparing the projected cash flows of the leases in place to projected cash flows of comparable market-rate leases (referred to as Lease Intangibles). Lease Intangible assets and liabilities are classified as lease contracts above and below market value, respectively, and amortized on a straight-line basis as decreases and increases, respectively, to rental revenue over the remaining term of the underlying leases. Should a tenant terminate its lease, the unamortized portions of these costs are written off.
Owned and Operated Assets
Real estate properties that are operated pursuant to a foreclosure proceeding are included within “real estate properties” and are reported at the time of foreclosure at the lower of carrying cost or fair value.
Asset Impairment
Management periodically, but not less than annually, evaluates our real estate investments for impairment indicators, including the evaluation of our assets’ useful lives. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance and legal structure. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying facilities. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. The fair value of the real estate investment is determined by market research, which includes valuing the property as a nursing home as well as other alternative uses. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset.
If we decide to sell real estate properties or land holdings, we evaluate the recoverability of the carrying amounts of the assets. If the evaluation indicates that the carrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell. Our estimates of cash flows and fair values of the properties are based on current market conditions and consider matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers.
For the years ended December 31, 2012, 2011 and 2010 we recognized impairment losses of $0.3 million, $26.3 million and $0.2 million, respectively. The impairments are primarily the result of closing facilities or updating the estimated proceeds we expect to receive for the sale of closed facilities. For additional information, see Note 3 – Properties.
Loan Impairment
Management evaluates our outstanding mortgage notes and other notes receivable. When management identifies potential loan impairment indicators, such as non-payment under the loan documents, impairment of the underlying collateral, financial difficulty of the operator or other circumstances that may impair full execution of the loan documents, and management believes it is probable that all amounts will not be collected under the contractual terms of the loan, the loan is written down to the present value of the expected future cash flows. In cases where expected future cash flows are not readily determinable, the loan is written down to the fair value of the collateral. The fair value of the loan is determined by market research, which includes valuing the property as a nursing home as well as other alternative uses.
We currently account for impaired loans using (a) the cost-recovery method, and/or (b) the cash basis method. We generally utilize the cost recovery method for impaired loans for which impairment reserves were recorded. We utilize the cash basis method for impairment loans for which no impairment reserves were recorded because the net present value of the discounted cash flows expected under the loan and/or the underlying collateral supporting the loan were equal to or exceeded the book value of the loans. Under the cost recovery method, we apply cash received against the outstanding loan balance prior to recording interest income. Under the cash basis method, we apply cash received to interest income. As of December 31, 2012 and 2011, we had loan loss reserves totaling $2.0 million. In 2011, we recorded provisions for loan losses of $2.3 million related to a working capital note. In 2010 and 2012, we did not record provisions for loan losses or charges-offs related to our mortgage or note receivable portfolios. For additional information, see Note 5 – Mortgage Notes Receivable and Note 6 – Other Investments.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and highly liquid investments with a maturity date of three months or less when purchased. These investments are stated at cost, which approximates fair value. The majority of our cash and cash equivalents are held at major commercial banks.
Restricted Cash
Restricted cash consists primarily of funds escrowed for tenants’ security deposits required by us pursuant to certain contractual terms (see Note 8 – Lease and Mortgage Deposits).
Accounts Receivable
Accounts receivable includes: contractual 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 the lease agreement. Straight-line receivables relate to the difference between the rental revenue recognized on a straight-line basis and the amounts due to us contractually. 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.
A summary of our net receivables by type is as follows:
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, the operator’s financial condition as well as current and future anticipated operating trends when evaluating whether to establish allowance reserves.
Comprehensive Income
Comprehensive income includes net income and all other non-owner changes in stockholders’ equity during a period including unrealized gains and losses on equity securities classified as available-for-sale and unrealized fair value adjustments on certain derivative instruments.
Deferred Financing Costs
External costs incurred from placement of our debt are capitalized and amortized on a straight-line basis over the terms of the related borrowings which approximates the effective interest method. Amortization of financing costs totaling $2.6 million, $2.7 million and $3.8 million in 2012, 2011 and 2010, respectively, is classified as “interest - amortization of deferred financing costs” in our consolidated statements of operations. When financings are terminated, unamortized deferred financing costs, as well as charges incurred for the termination, are expensed at the time the termination is made. Gains and losses from the extinguishment of debt are presented within income from continuing operations in the accompanying consolidated financial statements.
Revenue Recognition
We have various different investments that generate revenue, including leased and mortgaged properties, as well as other investments, including working capital loans. We recognize rental income and other investment income as earned over the terms of the related master leases and notes, respectively. Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected using the effective interest method. In applying the effective interest method, the effective yield on a loan is determined based on its contractual payment terms, adjusted for prepayment terms.
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 increase over the prior year’s rent, generally between 2.0% and 3.0%; (ii) an increase based on the change in pre-determined formulas from year to year (i.e., such as increases in the Consumer Price Index (“CPI”)); or (iii) specific dollar increases over prior years. Revenue under lease arrangements with minimum fixed and determinable increases is recognized over the non-cancellable term of the lease on a straight-line basis. The authoritative guidance does not provide for the recognition of contingent revenue until all possible contingencies have been eliminated. We consider the operating history of the lessee, the payment history, the general condition of the industry and various other factors when evaluating whether all possible contingencies have been eliminated. We do not recognize contingent rents as income until the contingencies have been resolved.
In the case of rental revenue recognized on a straight-line basis, we generally record reserves against earned revenues from leases when collection becomes questionable or when negotiations for restructurings of troubled operators result in significant uncertainty regarding ultimate collection. The amount of the reserve is estimated based on what management believes will likely be collected. We continually evaluate the collectability of our straight-line rent assets. If it appears that we will not collect future rent due under our leases, we will record a provision for loss related to the straight-line rent asset.
Gains on sales of real estate assets are recognized in accordance with the authoritative guidance for sales of real estate. The specific timing of the recognition of the sale and the related gain is measured against the various criteria in the guidance related to the terms of the transactions and any continuing involvement associated with the assets sold. To the extent the sales criteria are not met, we defer gain recognition until the sales criteria are met.
Nursing home revenues of owned and operated assets consist of long-term care revenues, rehabilitation therapy services revenues, temporary medical staffing services revenues and other ancillary services revenues. The revenues are recognized as services are provided. Revenues are recorded net of provisions for discount arrangements with commercial payors and contractual allowances with third-party payors, primarily Medicare and Medicaid. Revenues realizable under third-party payor agreements are subject to change due to examination and retroactive adjustment. Estimated third-party payor settlements are recorded in the period the related services are rendered. The methods of making such estimates are reviewed periodically, and differences between the net amounts accrued and subsequent settlements or estimates of expected settlements are reflected in the current period results of operations. Laws and regulations governing the Medicare and Medicaid programs are extremely complex and subject to interpretation. For additional information, see Note 4 – Owned and Operated Assets.
Assets Held for Sale and Discontinued Operations
The operating results of specified real estate assets that have been sold, or otherwise qualify as held for disposition, are reflected as assets held for sale-net in our consolidated balance sheets. Assets that qualify as held for sale may also be considered as a discontinued operation if, (a) the operation and cash flows of the asset have been or will be eliminated from future operations and (b) we will not have significant involvement with the asset after its disposition. For assets that qualify as discontinued operations, we have reclassified the operations of those assets to discontinued operations in the consolidated statements of operations for all periods presented and assets held for sale in the consolidated balance sheets for all periods presented. We had two facilities and one parcel of land classified as held for sale as of December 31, 2012 with a net book value of $1.0 million. The assets were not classified as discontinued operations.
Earnings Per Share
Basic earnings per common 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 year. All outstanding unvested share-based payment awards that contain rights to non-forfeitable dividends or dividend equivalents that participate in undistributed earnings with common stockholders are considered participating securities that shall be included in the two-class method of computing basic EPS. The guidance does not address awards that contain rights to forfeitable dividends. Diluted EPS reflects the potential dilution that could occur from shares issuable through stock-based compensation, including stock options and restricted stock. For additional information, see Note 18 – Earnings Per Share.
Income Taxes
We were organized to qualify for taxation as a REIT under Section 856 through 860 of the Code. As long as we qualify as a REIT; we will not be subject to Federal income taxes on the REIT taxable income that we distributed to stockholders, subject to certain exceptions. In 2012, we paid common dividend payments of $182.2 million which satisfies the 2012 REIT requirements relating to qualifying income. We are permitted to own up to 100% of a taxable REIT subsidiary (“TRS”). 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. The loss carry forward of $1.1 million was fully reserved with a valuation allowance due to uncertainties regarding realization. We record interest and penalty charges associated with tax matters as income tax. For additional information on income taxes, see Note 11 – Taxes. As of December 31, 2012, we did not have any unrecognized tax benefits. We do not believe that there will be any material changes in our unrecognized tax positions over the next 12 months. We are subject to examination by the respective taxing authorities for the tax years 2007 through 2012.
Stock-Based Compensation
Stock-based compensation expense is adjusted for estimated forfeitures and is recognized on a straight-line basis over the requisite service period of the awards, see Note 14 – Stock-Based Compensation for additional details.
Risks and Uncertainties
Our company is subject to certain risks and uncertainties affecting the healthcare industry as a result of healthcare legislation and growing regulation by federal, state and local governments. Additionally, we are subject to risks and uncertainties as a result of changes affecting operators of nursing home facilities due to the actions of governmental agencies and insurers to limit the growth in cost of healthcare services (see Note 7 – Concentration of Risk). |
PROPERTIES - Connecticut Properties (Narrative) (Detail 12) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | 3 Months Ended | |||
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Dec. 31, 2012
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Dec. 31, 2011
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Dec. 31, 2010
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Mar. 31, 2011
Connecticut Properties
SNF's
Bed
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Apr. 27, 2011
Connecticut Properties
SNF's
Facility
|
|
Real Estate Properties [Line Items] | |||||
Number of licensed beds | 472 | ||||
Number of facilities closed | 4 | ||||
Asset impairment charges | $ 0.3 | $ 26.3 | $ 0.2 | $ 24.4 |