form_8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported): December 21, 2007
OMEGA
HEALTHCARE INVESTORS, INC.
(Exact
name of registrant as specified in charter)
|
Maryland
|
1-11316
|
38-3041398
|
|
(State
of incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
9690
Deereco Road
Suite
100
Timonium,
Maryland 21093
(Address
of principal executive offices / Zip Code)
(410)
427-1700
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act.
Pre-commencement
communications
pursuant to Rule 14d—2(b) under the Exchange Act.
Pre-commencement
communications
pursuant to Rule 13e—4(c) under the Exchange Act.
Item
2.02 Results of Operations and Financial Condition
See
Item 8.01 below
Item
8.01 Other Events
Omega
Healthcare Investors, Inc.
(”Omega”) is revising its historical financial statements in connection with the
application of Statement of Financial Accounting Standards (“SFAS”) No. 144,
“Accounting for the Impairment or Disposal of Long-Lived
Assets.” During the third quarter of 2007, we agreed to sell a stand
alone operation (property). In compliance with SFAS 144 we classified
the revenue and expenses of the property as discontinued operations during
the
third quarter of 2007 for both the current and previous year quarter-to-date
and
year-to-date result of operations. We also classified the property as
held for sale for both its September 30, 2007 and December 31, 2006 balance
sheets.
The
Securities and Exchange Commission
(“SEC”) requires companies to update previously issued annual financial
statements to reflect the impact of the discontinued operation on its financial
statements, if those financials are going to be incorporated by reference in
subsequent filings with the SEC made under the Securities Act of 1933, as
amended. We plan to make a filing under such Act in connection with
our Dividend Reinvestment and Common Stock Purchase Plan.
The
reclassifications resulting from
the pending asset disposition had no effect on our reported net income available
to common shareholders or our net assets.
This
report on Form 8-K updates Items
6, 7 and 8 of our Form 10-K for the year ended December 31, 2006 to reflect
the
classification of the property as a discontinued operation for all periods
presented. All other items of the Form 10-K remain
unchanged. No attempt has been made to update matters in the Form
10-K except to the extent expressly provided above.
The
information presented in Exhibit
99.1 does not reflect the impact of activity during the fourth quarter of 2007
because we have not yet filed financial statements for the fourth quarter of
2007. Our annual report on Form 10-K for the year ended December 31,
2007 will classify reported revenue and expenses and any gain or (loss) on
the
sale of this property as income (loss) from discontinued operations for all
prior periods presented.
In
addition, on December 21, 2007, we
announced that we had resolved with the Internal Revenue Service (“IRS”) the
previously reported related party tenant issues associated with preferred stock
issued to Omega by Advocat, Inc. in 2000 pursuant to a closing
agreement. Based on this resolution, we paid approximately $5.6
million in penalty taxes and interest to the IRS relating to tax years 2002
through 2006. We had previously accrued the $5.6 million of income
tax liabilities as of December 31, 2006.
As
a result of this resolution and our
previously announced Advocat restructuring agreement, we have been advised
by
tax counsel that we will not receive any non-qualified related party tenant
income from Advocat in future fiscal years. Accordingly, we do not
expect to incur tax expense associated with related party tenant income in
periods commencing after January 1, 2007.
Item
9.01 Financial Statements and Exhibits
23.1
Consent of Independent Registered Public Accounting Firm
|
99.1
|
Revised
financial information for the years ended December 31, 2004, 2005
and 2006
for the application of SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets.”
|
Index
to Exhibit
99.1
Selected
Financial Data
Management’s
Discussion and Analysis
of Results
of Operation and Financial Condition
Consolidated
Financial
Statements
SIGNATURES
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to
be signed on its behalf by the undersigned hereunto duly
authorized.
OMEGA
HEALTHCARE INVESTORS, INC.
(Registrant)
Dated:
December 21,
2007
By: /S/ C.
Taylor
Pickett
C.
Taylor
Pickett
President
and Chief Executive Officer