EX-99.1 2 ex99_1.htm PRESS RELEASE DATED AUGUST 2, 2016
 
 


PRESS RELEASE – FOR IMMEDIATE RELEASE
OMEGA ANNOUNCES SECOND QUARTER 2016 FINANCIAL RESULTS;
ADJUSTED FFO OF $0.87 AND EPS OF $0.57 PER SHARE FOR THE SECOND QUARTER

HUNT VALLEY, MARYLAND – August 2, 2016 – Omega Healthcare Investors, Inc. (NYSE:OHI) (the "Company" or "Omega") today announced its results of operations for the three-month period ended June 30, 2016.  The Company also reported for the three-month period ended June 30, 2016 Funds From Operations ("FFO") of $172.3 million or $0.87 per common share, Funds Available For Distribution ("FAD") of $154.0 million and net income of $113.2 million, or $0.57 per common share.
The $172.3 million of FFO for the second quarter of 2016 includes $3.7 million of non-cash stock-based compensation expense and $3.5 million of acquisition and merger related costs.  These were offset by a $5.4 million prepayment penalty (cash received) related to early termination of mortgages and a $1.2 million recovery related to provisions for uncollectible mortgages, notes and straight-line receivables.  FFO is presented in accordance with the guidelines for the calculation and reporting of FFO issued by the National Association of Real Estate Investment Trusts ("NAREIT").  Adjusted FFO was $0.87 per common share for the three-month period ended June 30, 2016.  FFO, Adjusted FFO and FAD are non-GAAP financial measures.  Adjusted FFO is calculated as FFO excluding the impact of certain non-cash items and certain items of revenue or expense, including, but not limited to: acquisition and merger related costs, interest refinancing costs, provisions for impairment, uncollectible mortgages and accounts receivable and stock-based compensation expense.  For more information regarding FFO, Adjusted FFO and FAD, see the "Second Quarter 2016 Results – Funds From Operations" section.
GAAP NET INCOME
For the three-month period ended June 30, 2016, the Company reported net income of $113.2 million, or $0.57 per common share, on operating revenues of $228.8 million.  This compares to net income of $43.5 million, or $0.22 per common share, on operating revenues of $197.7 million, for the same period in 2015.
For the six-month period ended June 30, 2016, the Company reported net income of $171.4 million, or $0.86 per common share, on operating revenues of $441.7 million.  This compares to net income of $86.5 million, or $0.53 per common share, on operating revenues of $331.1 million, for the same period in 2015.
The year-to-date increase in net income compared to the prior year was primarily due to revenue associated with the acquisition by merger (the "Aviv Merger") of Aviv REIT, Inc. ("Aviv") on April 1, 2015 and new investments completed in 2015 and 2016.  This increase was partially offset by (i) $38.2 million in increased depreciation and amortization expense, (ii) $28.6 million in increased impairments on real estate assets, (iii) $6.3 million in increased interest expense, (iv) $4.0 million in incremental general and administrative expenses, (v) $4.0 million increase in provisions for uncollectible mortgages, notes and straight-line receivables and (vi) a $2.0 million increase in stock-based compensation expense.


2016 RECENT DEVELOPMENTS AND SECOND QUARTER HIGHLIGHTS

In Q3 2016, the Company
·
repurchased an outstanding $180 million secured term loan due 2019.
·
increased its quarterly common stock dividend rate to $0.60 per share.
·
issued $700 million aggregate principal amounts of its 4.375% Senior Notes due 2023.

In Q2 2016, the Company
·
completed $220 million in new investments.
·
invested $28 million in capital renovation and construction in progress projects.
·
increased its quarterly common stock dividend rate to $0.58 per share.

In Q1 2016, the Company
·
completed $494 million in new investments.
·
invested $31 million in capital renovation and construction in progress projects.
·
completed a $350 million senior unsecured 5-year term loan.
·
increased its quarterly common stock dividend rate to $0.57 per share.

SECOND QUARTER 2016 RESULTS

Operating Revenues and Expenses – Operating revenues for the three-month period ended June 30, 2016 totaled $228.8 million.  Operating expenses for the three-month period ended June 30, 2016 totaled $86.6 million and were comprised of $65.5 million of depreciation and amortization expense, $8.2 million of general and administrative expense, $6.9 million impairment on real estate assets, $3.7 million of stock-based compensation expense and $3.5 million of acquisition and merger related costs.
The Company also recorded a $1.2 million adjustment in provision for uncollectible mortgages, notes and straight line receivables representing a recovery of a receivable previously written-off.  For information regarding the $6.9 million of real estate impairments, see the "Asset Disposition and Impairments" section.
Other Income and Expense – Other income and expense for the three-month period ended June 30, 2016 was a net expense of $41.9 million, which was primarily comprised of $39.7 million of interest expense and $2.2 million of amortized deferred financing costs.
Funds From Operations – For the three-month period ended June 30, 2016, reportable FFO was $172.3 million, or $0.87 per common share on 199 million weighted-average common shares outstanding, compared to $100.7 million, or $0.52 per common share on 194 million weighted-average common shares outstanding, for the same period in 2015.
The $172.3 million of FFO for the three-month period ended June 30, 2016 includes the impact of a $5.4 million cash receipt related to early termination of mortgages, $3.7 million of non-cash stock-based compensation expense, $3.5 million of acquisition and merger related costs and a $1.2 million adjustment (recovery) related to the provision for uncollectible mortgages, notes and straight-line receivables.
The $100.7 million of FFO for the three-month period ended June 30, 2015 includes the impact of $47.1 million of acquisition related costs, $2.9 million of non-cash stock-based compensation expense and a $1.0 million adjustment (gain) related to interest refinancing activities.
Adjusted FFO was $173.0 million, or $0.87 per common share, for the three months ended June 30, 2016, compared to $149.7 million, or $0.77 per common share, for the same period in 2015.  For further information see the "Funds From Operations" schedule.

FINANCING ACTIVITIES

$180 Million Secure Term Loan Repurchase – On July 25, 2016, the Company purchased the outstanding $180 million secured term loan to two subsidiaries of the Company that were acquired as part of the Aviv Merger on April 1, 2015.  The Company paid $180 million plus a 1% prepayment fee to purchase the debt.  The Company's purchase of this term loan eliminates the debt on the Company's consolidated financial statements going forward.  .  The term loan was secured by real estate assets having a net carrying value of $290.5 million at June 30, 2016. The interest rate was based on LIBOR, with a floor of 50 basis points, plus a margin of 350 basis points. The interest rate at June 30, 2016 was 4.13% per annum.
$700 Million Senior Notes – On July 12, 2016, the Company sold $700 million aggregate principal amount of its 4.375% Senior Notes due 2023 (the "2023 Notes").  The 2023 Notes were sold at an issue price of 99.739% of their face value before the underwriters' discount.  The Company's net proceeds from the offering, after deducting underwriting discounts and expenses, were approximately $692.0 million.  The net proceeds from the offering were used to repay outstanding borrowings under the Company's revolving credit facility and for general corporate purposes.
As of June 30, 2016, the Company had $470 million of outstanding borrowings under its revolving credit facility and $1.1 billion of outstanding unsecured term loan borrowings.
Equity Shelf Program and Dividend Reinvestment and Common Stock Purchase Plan – During the first two quarters of 2016, the Company sold the following shares of its common stock under its Equity Shelf Program and its Dividend Reinvestment and Common Stock Purchase Plan:

Equity Shelf (At-The-Market) Program for 2016
 
(in thousands, except price per share)
 
                   
     
Q1
     
Q2
   
Year To Date
 
                       
Number of shares 
   
-
     
-
     
-
 
Average price per share 
 
$
-
   
$
-
   
$
-
 
Gross proceeds 
 
$
-
   
$
-
   
$
-
 

Dividend Reinvestment and Common Stock Purchase program for 2016
 
(in thousands, except price per share)
 
                   
     
Q1
     
Q2
   
Year To Date
 
                       
Number of shares 
   
660
     
2,237
     
2,897
 
Average price per share 
 
$
29.84
   
$
32.98
   
$
32.26
 
Gross proceeds 
 
$
19,691
   
$
73,763
   
$
93,454
 



2016 Q2 RECENT DEVELOPMENTS AND PORTFOLIO ACTIVITY

$220 Million of New Investments in Q2 2016 – In Q2 2016, the Company completed four separate transactions totaling $220 million of new investments.  The new investments consisted of the following:
$32 Million Acquisition In May 2016, the Company acquired three skilled nursing facilities ("SNFs") located in Colorado (2) and Missouri (1) from an unrelated third party for $31.8 million and leased them to an existing operator.  The SNFs, consisting of 344 operating beds, were added to the existing operator's master lease with an initial annual cash yield of 9.0% with 2.5% annual escalators.
$9 Million Mezzanine Loan In April 2016, the Company invested $8.5 million in a mezzanine loan with a third party.  The loan bears interest at 11% per annum and matures in May 2021.
$114 Million Acquisition – In April 2016, the Company acquired 10 care homes (similar to assisted living facilities ("ALFs") in the United States) in the United Kingdom ("UK") from an unrelated third party for approximately $113.8 million (USD) and leased them to its existing UK operator.  The 10 care homes with 743 registered beds were added to the existing operator's 12-year master lease which has an initial annual cash yield of 7% with 2.5% annual escalators.
$66 Million Acquisition In April 2016, the Company acquired three ALFs / independent living facilities located in Texas (representing 355 operating beds) for approximately $66.0 million and leased them to a new operator to the Company.   The facilities were combined into a 12-year master lease agreement with an initial annual cash yield of 6.8% in year one, increasing to 7.2% in year two, 7.4% in year three with annual escalators of 2.8% thereafter.
$28 Million Capital Renovation Projects – In Q2 2016, the Company invested approximately $28 million under its capital renovation and construction in progress programs.
$50 Million of Mortgage Loan and Note Repayments in Q2 2016 – On April 29, 2016, an existing operator paid $55.4 million to the Company to repay approximately $50.0 million related to several facility mortgages and notes.  As a result, for the three-month period ended June 30, 2016, the Company recorded prepayment penalty income (classified as Mortgage interest income) of approximately $5.4 million.

ASSET DISPOSITIONS AND IMPAIRMENTS

During the second quarter of 2016, the Company sold 11 facilities (seven previously classified as assets held for sale) for approximately $41.4 million in net cash proceeds recognizing a gain of approximately $13.2 million.  Four of the 11 facility sales resulted from an existing operator of Omega exercising its options to purchase four facilities with a carrying value of approximately $15 million which were held for sale at March 31, 2016 for approximately $24 million.
During the three-month period ending June 30, 2016, the Company recorded approximately $6.9 million in provisions for impairment and moved four additional facilities to assets held for sale.  As of June 30, 2016, the Company had 22 facilities, totaling $52.5 million, classified as held for sale.  The Company expects to sell these facilities over the next few quarters.



DIVIDENDS

On July 14, 2016, the Board of Directors declared a common stock dividend of $0.60 per share, increasing the quarterly common dividend by $0.02 per share over the prior quarter, to be paid August 15, 2016 to common stockholders of record on August 1, 2016.

2016 ADJUSTED FFO GUIDANCE REVISED
The Company revised its 2016 annual Adjusted FFO to be between $3.36 and $3.40 per share.  The table below outlines Omega's 2016 quarterly guidance for Adjusted FFO:
2016 Adjusted FFO Guidance Range per common share
 
   
Q1 Actual
   
Q2 Actual
     
Q3
     
Q4
   
Full Year
 
Adjusted FFO
 
$
0.83
   
$
0.87
   
$
0.83 - $0.84
   
$
0.83 - $0.86
   
$
3.36 - $3.40
 

The Company's Adjusted FFO guidance for 2016 includes approximately $773 million of combined new investments and planned capital renovation projects completed through June 30, 2016.  It also includes approximately $400 million of potential new investments which may close in 2016; however, it excludes the impact of gains and losses from the sale of assets, certain revenue and expense items, interest refinancing expense, capital transactions, acquisition and merger related costs, provisions for uncollectable receivables and stock-based compensation expense.  A reconciliation of the Adjusted FFO guidance to the Company's projected GAAP earnings is provided on schedules attached to this press release.  The Company may, from time to time, update its publicly announced Adjusted FFO guidance, but it is not obligated to do so.
The Company's guidance is based on a number of assumptions, which are subject to change and many of which are outside the Company's control.  If actual results vary from these assumptions, the Company's expectations may change.  Without limiting the generality of the foregoing, the timing and completion of acquisitions, divestitures, capital and financing transactions, and variations in restricted stock amortization expense may cause actual results to vary materially from our current expectations. There can be no assurance that the Company will achieve its projected results and potential new investments.

CONFERENCE CALL
The Company will be conducting a conference call on Wednesday, August 3, 2016 at 10 a.m. Eastern to review the Company's 2016 second quarter results and current developments.  Analysts and investors within the United States interested in participating are invited to call (877) 511-2891.  The Canadian toll-free dial-in number is (855) 669-9657.  All other international participants can use the dial-in number (412) 902-4140.  Ask the operator to be connected to the "Omega Healthcare's Second Quarter 2016 Earnings Call."
To listen to the conference call via webcast, log on to www.omegahealthcare.com and click the "earnings call" icon on the Company's home page.  Webcast replays of the call will be available on the Company's website for two weeks following the call.

*   *   *   *   *   *
Omega is a real estate investment trust investing in and providing financing to the long-term care industry. As of June 30, 2016, Omega has a portfolio of investments that includes over 900 properties located in 42 states and the United Kingdom and operated by 84 different operators.
FOR FURTHER INFORMATION, CONTACT
Bob Stephenson, CFO at (410) 427-1700
________________________
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding Omega's or its tenants', operators', borrowers' or managers' expected future financial condition, results of operations, cash flows, funds from operations, dividends and dividend plans, financing opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, merger integration, growth opportunities, expected lease income, continued qualification as a REIT, plans and objectives of management for future operations and statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will" and other similar expressions are forward-looking statements. These forward-looking statements are inherently uncertain, and actual results may differ from Omega's expectations. Omega does not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made.
Omega's actual results may differ materially from those reflected in such forward-looking statements as a result of a variety of factors, including, among other things: (i) uncertainties relating to the business operations of the operators of Omega's properties, including those relating to reimbursement by third-party payors, regulatory matters and occupancy levels; (ii) regulatory and other changes in the healthcare sector; (iii) changes in the financial position of Omega's operators; (iv) the ability of any of Omega's operators in bankruptcy to reject unexpired lease obligations, modify the terms of Omega's mortgages and impede the ability of to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security deposits for the debtor's obligations; (v) the availability and cost of capital; (vi) changes in Omega's credit ratings and the ratings of its debt securities; (vii) competition in the financing of healthcare facilities; (viii) Omega's ability to maintain its status as a REIT; (ix) Omega's ability to manage, re-lease or sell any owned and operated facilities, if any; (x) Omega's ability to sell closed or foreclosed assets on a timely basis and on terms that allow Omega to realize the carrying value of these assets; (xi) the effect of economic and market conditions generally, and particularly in the healthcare industry; (xii) risks relating to the integration of Aviv's operations and employees into Omega and the possibility that the anticipated synergies and other benefits of the combination with Aviv will not be realized or will not be realized within the expected timeframe; (xiii) the potential impact of changes in the SNF and ALF market or local real estate conditions on the Company's ability to dispose of assets held for sale for the anticipated proceeds or on a timely basis, or to redeploy the proceeds therefrom on favorable terms and (xiv) other factors identified in Omega's filings with the Securities and Exchange Commission. Statements regarding future events and developments and Omega's future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward looking statements. Omega undertakes no obligation to update any forward-looking statements contained in this announcement.


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

   
June 30,
   
December 31,
 
   
2016
   
2015
 
   
(Unaudited)
       
ASSETS
           
Real estate properties
           
Land and buildings 
 
$
7,288,051
   
$
6,743,958
 
Less accumulated depreciation 
   
(1,131,288
)
   
(1,019,150
)
Real estate properties – net 
   
6,156,763
     
5,724,808
 
Investments in direct financing leases – net 
   
593,646
     
587,701
 
Mortgage notes receivable 
   
625,134
     
679,795
 
     
7,375,543
     
6,992,304
 
Other investments 
   
199,806
     
89,299
 
     
7,575,349
     
7,081,603
 
Assets held for sale – net 
   
52,451
     
6,599
 
Total investments 
   
7,627,800
     
7,088,202
 
                 
Cash and cash equivalents 
   
32,959
     
5,424
 
Restricted cash 
   
13,833
     
14,607
 
Accounts receivable – net 
   
214,036
     
203,862
 
Goodwill 
   
644,481
     
645,683
 
Other assets 
   
73,389
     
61,231
 
Total assets 
 
$
8,606,498
   
$
8,019,009
 
                 
LIABILITIES AND EQUITY
               
Revolving line of credit 
 
$
470,000
   
$
230,000
 
Term loans 
   
1,100,000
     
750,000
 
Secured borrowings – net 
   
235,584
     
236,204
 
Unsecured borrowings – net 
   
2,356,713
     
2,352,882
 
Accrued expenses and other liabilities 
   
329,368
     
333,706
 
Deferred income taxes 
   
12,903
     
15,352
 
Total liabilities 
   
4,504,568
     
3,918,144
 
                 
Equity:
               
Common stock $.10 par value authorized – 350,000 shares, issued and outstanding – 190,440 shares as of June 30, 2016 and 187,399 as of December 31, 2015
   
19,044
     
18,740
 
Common stock – additional paid-in capital 
   
4,707,129
     
4,609,474
 
Cumulative net earnings 
   
1,536,129
     
1,372,522
 
Cumulative dividends paid 
   
(2,471,192
)
   
(2,254,038
)
Accumulated other comprehensive loss 
   
(46,463
)
   
(8,712
)
Total stockholders' equity 
   
3,744,647
     
3,737,986
 
Noncontrolling interest 
   
357,283
     
362,879
 
Total equity 
   
4,101,930
     
4,100,865
 
Total liabilities and equity 
 
$
8,606,498
   
$
8,019,009
 



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

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2016
   
2015
   
2016
   
2015
 
Revenue
                       
Rental income 
 
$
186,454
   
$
163,112
   
$
363,157
   
$
264,076
 
Income from direct financing leases 
   
15,521
     
15,020
     
30,963
     
29,366
 
Mortgage interest income 
   
21,371
     
17,562
     
37,977
     
34,141
 
Other investment income – net 
   
5,478
     
2,017
     
9,606
     
3,548
 
Total operating revenues 
   
228,824
     
197,711
     
441,703
     
331,131
 
                                 
Expenses
                               
Depreciation and amortization 
   
65,505
     
59,156
     
127,938
     
89,766
 
General and administrative 
   
8,167
     
7,435
     
15,844
     
11,839
 
Stock-based compensation 
   
3,665
     
2,873
     
6,443
     
4,483
 
Acquisition and merger related costs
   
3,504
     
47,084
     
7,275
     
51,952
 
Impairment loss on real estate properties
   
6,893
     
6,916
     
41,451
     
12,898
 
(Recovery)/provision for uncollectible mortgages, notes and accounts receivable
   
(1,154
)
   
(7
)
   
3,970
     
(9
)
Total operating expenses 
   
86,580
     
123,457
     
202,921
     
170,929
 
                                 
Income before other income and expense
   
142,244
     
74,254
     
238,782
     
160,202
 
Other income (expense)
                               
Interest income 
   
4
     
7
     
12
     
200
 
Interest expense 
   
(39,651
)
   
(38,248
)
   
(76,873
)
   
(70,607
)
Interest – amortization of deferred financing costs
   
(2,210
)
   
(1,826
)
   
(4,342
)
   
(3,179
)
Interest – refinancing gain (costs) 
   
-
     
1,016
     
(298
)
   
(8,361
)
Realized loss on foreign exchange 
   
-
     
-
     
(22
)
   
-
 
Total other expense 
   
(41,857
)
   
(39,051
)
   
(81,523
)
   
(81,947
)
                                 
Income before gain on assets sold 
   
100,387
     
35,203
     
157,259
     
78,255
 
Gain on assets sold – net 
   
13,221
     
8,802
     
14,792
     
8,802
 
Income from continuing operations before income taxes
   
113,608
     
44,005
     
172,051
     
87,057
 
Income taxes 
   
(454
)
   
(539
)
   
(701
)
   
(539
)
Net income 
   
113,154
     
43,466
     
171,350
     
86,518
 
Net income attributable to noncontrolling interest
   
(5,102
)
   
(2,038
)
   
(7,743
)
   
(2,038
)
Net income available to common stockholders
 
$
108,052
   
$
41,428
   
$
163,607
   
$
84,480
 
                                 
Income per common share available to common stockholders:
                               
Basic:
                               
Net income available to common stockholders
 
$
0.57
   
$
0.23
   
$
0.87
   
$
0.53
 
Diluted:
                               
Net income 
 
$
0.57
   
$
0.22
   
$
0.86
   
$
0.53
 
                                 
Dividends declared per common share
 
$
0.58
   
$
0.18
   
$
1.15
   
$
1.07
 
                                 
Weighted-average shares outstanding, basic
   
188,981
     
182,697
     
188,604
     
158,521
 
Weighted-average shares outstanding, diluted
   
199,157
     
194,482
     
198,754
     
164,644
 
                                 


OMEGA HEALTHCARE INVESTORS, INC.
FUNDS FROM OPERATIONS
Unaudited
(in thousands, except per share amounts)

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2016
   
2015
   
2016
   
2015
 
                         
Net income
 
$
113,154
   
$
43,466
   
$
171,350
   
$
86,518
 
Deduct gain from real estate dispositions 
   
(13,221
)
   
(8,802
)
   
(14,792
)
   
(8,802
)
Sub – total 
   
99,933
     
34,664
     
156,558
     
77,716
 
Elimination of non-cash items included in net income:
                               
Depreciation and amortization 
   
65,505
     
59,156
     
127,938
     
89,766
 
Add back non-cash provision for impairments on real estate properties
   
6,893
     
6,916
     
41,451
     
12,898
 
Funds from operations 
 
$
172,331
   
$
100,736
   
$
325,947
   
$
180,380
 
                                 
Weighted-average common shares outstanding, basic 
   
188,981
     
182,697
     
188,604
     
158,521
 
Restricted stock and PRSUs 
   
1,254
     
2,796
     
1,215
     
1,628
 
Omega OP Units 
   
8,922
     
8,989
     
8,935
     
4,495
 
Weighted-average common shares outstanding, diluted 
   
199,157
     
194,482
     
198,754
     
164,644
 
                                 
Funds from operations available per share 
 
$
0.87
   
$
0.52
   
$
1.64
   
$
1.10
 
                                 
Adjustments to calculate adjusted funds from operations:
                               
Funds from operations available to common stockholders 
 
$
172,331
   
$
100,736
   
$
325,947
   
$
180,380
 
Deduct one time revenue 
   
     
     
(235
)
   
 
Deduct prepayment fee income from early termination of mortgages
   
(5,390
)
   
     
(5,390
)
   
 
(Deduct)/add back provision for uncollectible mortgages, notes and accounts receivables
   
(1,154
)
   
(7
)
   
3,970
     
(9
)
(Deduct)/add back interest refinancing expense 
   
     
(1,016
)
   
298
     
8,361
 
Add back acquisition costs 
   
3,504
     
47,084
     
7,275
     
51,952
 
Add back non-cash stock-based compensation expense 
   
3,665
     
2,873
     
6,443
     
4,483
 
Adjusted funds from operations 
 
$
172,956
   
$
149,670
   
$
338,308
   
$
245,167
 
                                 
Adjustments to calculate funds available for distribution:
                               
Non-cash interest expense 
   
2,179
     
1,857
     
4,279
     
3,277
 
Capitalized interest 
   
(1,405
)
   
(403
)
   
(3,125
)
   
(423
)
Non-cash revenues 
   
(19,766
)
   
(14,990
)
   
(36,975
)
   
(24,377
)
Funds available for distribution 
 
$
153,964
   
$
136,134
   
$
302,487
   
$
223,644
 
                                 

Funds From Operations ("FFO"), Adjusted FFO and Funds Available for Distribution ("FAD") are non-GAAP financial measures.  For purposes of the Securities and Exchange Commission's Regulation G, a non-GAAP financial measure is a numerical measure of a company's historical or future financial performance, financial position or cash flows that exclude amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable financial measure calculated and presented in accordance with GAAP in the statement of operations, balance sheet or statement of cash flows (or equivalent statements) of the company, or include amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable financial measure so calculated and presented.  As used in this press release, GAAP refers to generally accepted accounting principles in the United States of America.  Pursuant to the requirements of Regulation G, the Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.
The Company calculates and reports FFO in accordance with the definition and interpretive guidelines issued by the National Association of Real Estate Investment Trusts ("NAREIT"), and consequently, FFO is defined as net income, adjusted for the effects of asset dispositions and certain non-cash items, primarily depreciation and amortization and impairments on real estate assets.  The Company believes that FFO, Adjusted FFO and FAD are important supplemental measures of its operating performance.  Because the historical cost accounting convention used for real estate assets requires depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time, while real estate values instead have historically risen or fallen with market conditions.  The term FFO was designed by the real estate industry to address this issue.  FFO described herein is not necessarily comparable to FFO of other real estate investment trusts, or REITs, that do not use the same definition or implementation guidelines or interpret the standards differently from the Company.
Adjusted FFO is calculated as FFO excluding the impact of non-cash stock-based compensation and certain revenue and expense items identified above. FAD is calculated as Adjusted FFO less non-cash interest expense and non-cash revenue, such as straight-line rent. The Company believes these measures provide an enhanced measure of the operating performance of the Company's core portfolio as a REIT. FAD is calculated as Adjusted FFO less non-cash interest expense and non-cash revenue, such as straight-line rent.  The Company's computation of Adjusted FFO and FAD are not comparable to the NAREIT definition of FFO or to similar measures reported by other REITs, but the Company believes that they are appropriate measures for this Company.
The Company uses these non-GAAP measures among the criteria to measure the operating performance of its business.  The Company further believes that by excluding the effect of depreciation, amortization, impairments on real estate assets and gains or losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO can facilitate comparisons of operating performance between periods and between other REITs.  The Company offers these measures to assist the users of its financial statements in analyzing its operating performance and not as measures of liquidity or cash flow. These non-GAAP measures are not measures of financial performance under GAAP and should not be considered as measures of liquidity, alternatives to net income or indicators of any other performance measure determined in accordance with GAAP.  Investors and potential investors in the Company's securities should not rely on these non-GAAP measures as substitutes for any GAAP measure, including net income.
 
 

2016 ADJUSTED FFO GUIDANCE RECONCILIATION
The following table presents a reconciliation of Omega's guidance regarding Adjusted FFO to projected GAAP earnings. Omega may, from time to time, update its publicly announced Adjusted FFO guidance, but it is not obligated to do so.

2016 Quarterly Adjusted FFO Guidance Range
(per diluted common share)
 
     
Q3
     
Q4
   
Full Year
 
Net Income
 
$
0.49 - $0.50
   
$
0.49 - $0.52
   
$
1.84 - $1.88
 
Depreciation
   
0.32
     
0.32
     
1.28
 
Gain on assets sold
   
-
     
-
     
(0.07
)
Real estate impairments
   
-
     
-
     
0.21
 
FFO
 
$
0.81 - $0.82
   
$
0.81 - $0.84
   
$
3.26 - $3.30
 
Adjustments:
                       
Transaction costs
   
-
     
-
     
0.04
 
Provision for uncollectible accounts
   
-
     
-
     
0.02
 
One-time cash items in FFO
   
-
     
-
     
(0.03
)
Stock-based compensation expense
   
0.02
     
0.02
     
0.07
 
Adjusted FFO
 
$
0.83 - $0.84
   
$
0.83 - $0.86
   
$
3.36 - $3.40
 
                         


Note: All per share numbers rounded to 2 decimals. This table should be read in conjunction with the notes to the preceding table under "2016 Adjusted FFO Guidance Revised" section.




The following tables present selected portfolio information, including operator and geographic concentrations, and revenue maturities for the period ended June 30, 2016:
   
As of June 30, 2016
   
As of June 30, 2016
 
Balance Sheet Data
 
Total # of Properties (2)
   
Total Investment ($000's)
   
% of Investment
   
# of Operating Properties
   
# of Operating Beds
 
Real Property (1)
   
856
   
$
7,307,251
     
86
%
   
866
     
86,035
 
Direct Financing Leases
   
58
     
593,646
     
7
%
   
57
     
5,695
 
Loan Receivable
   
50
     
625,134
     
7
%
   
50
     
5,225
 
Total Investments
   
964
   
$
8,526,031
     
100
%
   
973
     
96,955
 
                                         

Investment Data
 
Total # of Properties (2)
   
Total Investment ($000's)
   
% of Investment
   
# of Operating Properties
   
# of Operating Beds
   
Investment per Bed ($000's)
 
Skilled Nursing Facilities/Transitional Care (1)
   
855
   
$
7,273,454
     
85
%
   
857
     
89,580
   
$
81
 
Senior Housing (3)
   
109
     
1,252,577
     
15
%
   
116
     
7,375
   
$
170
 
     
964
   
$
8,526,031
     
100
%
   
973
     
96,955
   
$
88
 
                                                 
(1) Total Investment includes a $19.2 million lease inducement and excludes $52.5 million of properties classified as assets held for sale.
(2) Total # of Properties excludes properties classified as assets held for sale.
(3) Includes ALFs, memory care and independent living facilities.
 

Revenue Composition ($000's)
                       
                         
Revenue by Investment Type
 
Three Months Ended
   
Six Months Ended
 
   
June 30, 2016
   
June 30, 2016
 
Rental Property (1)
 
$
186,454
     
82
%
 
$
363,157
     
82
%
Direct Financing Leases
   
15,521
     
7
%
   
30,963
     
7
%
Mortgage Notes
   
21,371
     
9
%
   
37,977
     
9
%
Other Investment Income- net
   
5,478
     
2
%
   
9,606
     
2
%
   
$
228,824
     
100
%
 
$
441,703
     
100
%

Revenue by Facility Type
                       
                         
   
Three Months Ended
   
Six Months Ended
 
   
June 30, 2016
   
June 30, 2016
 
Skilled Nursing Facilities/Transitional Care (1)
 
$
198,967
     
87
%
 
$
387,695
     
88
%
Senior Housing
   
24,379
     
11
%
   
44,402
     
10
%
Other
   
5,478
     
2
%
   
9,606
     
2
%
   
$
228,824
     
100
%
 
$
441,703
     
100
%
                                 
(1) Includes $0.8 million and $1.5 million reductions for lease inducements for the three and six months ended June 30, 2016.
 



Operator Concentration by Investment ($000's)
 
As of June 30, 2016
 
   
Total # of Properties (1)
   
Total Investment (2)
   
% of Investment
 
Ciena Healthcare
   
68
   
$
906,107
     
11
%
New Ark Investment, Inc.
   
58
     
600,864
     
7
%
Maplewood Real Estate Holdings, LLC
   
12
     
509,547
     
6
%
Saber Health Group
   
46
     
481,950
     
6
%
CommuniCare Health Services, Inc.
   
35
     
390,997
     
5
%
Genesis Healthcare
   
57
     
358,630
     
4
%
Daybreak Venture, LLC
   
53
     
354,178
     
4
%
Health & Hospital Corporation
   
44
     
304,719
     
3
%
Diversicare Healthcare Services
   
35
     
276,381
     
3
%
Healthcare Homes
   
35
     
273,057
     
3
%
Remaining 74 Operators
   
521
     
4,069,601
     
48
%
     
964
   
$
8,526,031
     
100
%
                         
(1) Total # of Properties excludes properties classified as assets held for sale.
(2) Total Investment includes a $19.2 million lease inducement and excludes $52.5 million of properties classified as assets held for sale.
 

Geographic Concentration by Investment ($000's)
 
Total # of Properties (1)
   
Total Investment (2)
   
% of Investment
 
Ohio
   
87
   
$
846,027
     
10
%
Texas
   
108
     
777,195
     
9
%
Florida
   
90
     
678,674
     
8
%
Michigan
   
48
     
617,987
     
7
%
California
   
58
     
522,039
     
6
%
Pennsylvania
   
43
     
466,293
     
6
%
Indiana
   
59
     
406,429
     
5
%
Virginia
   
16
     
290,717
     
3
%
North Carolina
   
31
     
254,492
     
3
%
South Carolina
   
21
     
244,738
     
3
%
Connecticut
   
6
     
239,189
     
3
%
Mississippi
   
19
     
229,047
     
3
%
Remaining 30 states (3)
   
343
     
2,680,147
     
31
%
     
929
     
8,252,974
     
97
%
United Kingdom
   
35
     
273,057
     
3
%
     
964
     $
8,526,031
     
100
%
(1) Total # of Properties excludes properties classified as assets held for sale.
(2) Total Investment includes a $19.2 million lease inducement and excludes $52.5 million of properties classified as assets held for sale.
(3) # of states and Investment includes New York City 2nd Ave development project.
         




Revenue Maturities ($000's)
As of June 30, 2016
 
Operating Lease Expirations
 & Loan Maturities
Year
 
2016 Lease Revenue
   
2016 Interest Revenue
   
2016 Lease and Interest Revenue
   
%
 
 2016
 
$
2,050
   
$
-
   
$
2,050
     
0.3
%
 2017
   
8,646
     
-
     
8,646
     
1.1
%
 2018
   
51,610
     
1,382
     
52,992
     
6.6
%
 2019
   
2,963
     
-
     
2,963
     
0.4
%
 2020
   
6,814
     
361
     
7,175
     
0.9
%
 2021
   
12,012
     
-
     
12,012
     
1.5
%
   
Note: Based on calendar year 2016 contractual revenues.
 

The following tables present operator revenue mix, census and coverage data based on information provided by our operators:

Operator Revenue Mix
 
As of March 31, 2016
   
Medicaid
Medicare / Insurance
Private / Other
         
Three-months ended March 31, 2016
 
51.8%
38.6%
9.6%
Three-months ended December 31, 2015
 
53.1%
37.5%
9.4%
Three-months ended September 30, 2015
 
52.7%
37.2%
10.1%
Three-months ended June 30, 2015
 
51.6%
38.9%
9.5%
Three-months ended March 31, 2015
 
51.0%
39.7%
9.3%
         
 

Operator Census and Coverage
   
Coverage Data
   
Occupancy (1)
Before
Management Fees
After
Management Fees
         
Twelve-months ended March 31, 2016
 
82.2%
1.75x
1.37x
Twelve-months ended December 31, 2015
 
82.5%
1.78x
1.40x
Twelve-months ended September 30, 2015
 
81.9%
1.79x
1.40x
Twelve-months ended June 30, 2015
 
81.9%
1.80x
1.41x
Twelve-months ended March 31, 2015
 
82.3%
1.78x
1.38x

(1) Based on available (operating) beds.


The following table presents a debt maturity schedule as of June 30, 2016:
Debt Maturities ($000's)
 
Secured Debt
   
Unsecured Debt
       
Year
 
HUD Mortgages (1)
   
Other Term Loan
(2)
   
Line of Credit and Term Loans (3)(4)
   
Senior Notes/Other
(5)(7)
   
Sub Notes
(6)
   
Total Debt
Maturities
 
2016
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
2017
   
-
     
-
     
-
     
-
     
-
     
-
 
2018
   
-
     
-
     
-
     
-
     
-
     
-
 
2019
   
-
     
180,000
     
1,750,000
     
-
     
-
     
1,930,000
 
2020
   
-
     
-
     
-
     
-
     
-
     
-
 
2021
   
-
     
-
     
350,000
     
-
     
20,000
     
370,000
 
2022
   
-
     
-
     
250,000
     
-
     
-
     
250,000
 
Thereafter
   
55,584
     
-
     
-
     
2,350,000
     
-
     
2,405,584
 
   
$
55,584
   
$
180,000
   
$
2,350,000
   
$
2,350,000
   
$
20,000
   
$
4,955,584
 
                                                 
(1) Mortgages guaranteed by HUD.
(2) On July 25, 2016, the Company repurchased the debt and eliminated it in its consolidated financial statements going forward.
(3) Reflected at 100% borrowing capacity.
(4) $1.75 billion is comprised of a: $200 million Tranche A-1 term loan, $100 million term loan to Omega's operating partnership, $200 million Tranche A-2 term loan and $1.25 billion revolving credit facility (excluding a $250 million accordion feature) assuming the exercise of existing extension rights.
(5) Excludes net discounts of $16.8 million and $3.0 million promissory note.
(6) Excludes $0.6 million of fair market valuation adjustments.
(7) On July 12, 2016, Omega issued $700 million of 4.375% Senior Notes due 2023.
 

The following table presents investment activity for the three– and six– month period ended June 30, 2016:

Investment Activity ($000's)
 
Three Months Ended
   
Six Months Ended
 
   
June 30, 2016
   
June 30, 2016
 
Funding by Investment Type
 
$ Amount
   
%
   
$ Amount
   
%
 
Real Property
 
$
211,606
     
86
%
 
$
627,710
     
81
%
 Construction-in-Progress
   
9,297
     
4
%
   
23,823
     
3
%
Capital Expenditures
   
18,591
     
7
%
   
35,048
     
5
%
Other
   
8,500
     
3
%
   
86,348
     
11
%
Total
 
$
247,994
     
100
%
 
$
772,929
     
100
%