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Press release from Business Wire

Omega Announces Second Quarter 2012 Financial Results; Adjusted FFO of $0.53 Per Share for the Second Quarter

Friday, July 27, 2012

Omega Announces Second Quarter 2012 Financial Results; Adjusted FFO of $0.53 Per Share for the Second Quarter00:15 EDT Friday, July 27, 2012 HUNT VALLEY, Md. (Business Wire) -- Omega Healthcare Investors, Inc. (NYSE:OHI) (the “Company” or “Omega”) today announced its results of operations for the three- and six-month period ended June 30, 2012. The Company also reported Funds From Operations (“FFO”) available to common stockholders for the three-month period ended June 30, 2012 of $55.8 million or $0.53 per common share. The $55.8 million of FFO available to common stockholders for the second quarter of 2012 includes a $1.7 million gain related to interest refinancing costs, $1.5 million of non-cash stock-based compensation expense and $0.1 million of acquisition related costs. The $1.7 million interest refinancing costs adjustment (gain) is related to the write-off of the remaining fair market value debt adjustment on four HUD mortgage loans that the Company paid off in June 2012. 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 $0.53 per common share for the three-month period ended June 30, 2012. FFO and Adjusted FFO are non-GAAP financial measures. Adjusted FFO is calculated as FFO available to common stockholders excluding the impact of certain non-cash items and certain items of revenue or expense, including, but not limited to: expenses associated with the retirement of HUD loans, acquisitions and stock-based compensation expense. For more information regarding FFO and Adjusted FFO, see the “Second Quarter 2012 Results – Funds From Operations” section below. GAAP NET INCOME For the three-month period ended June 30, 2012, the Company reported net income and net income available to common stockholders of $30.6 million, or $0.29 per diluted common share, on operating revenues of $83.8 million. This compares to net income and net income available to common stockholders of $17.8 million, or $0.17 per diluted common share, on operating revenues of $72.6 million, for the same period in 2011. For the six-month period ended June 30, 2012, the Company reported net income and net income available to common stockholders of $56.7 million, or $0.54 per diluted common share, on operating revenues of $168.3 million. This compares to net income of $11.9 million and net income available to common stockholders of $6.7 million, or $0.07 per diluted common share, on operating revenues of $143.1 million, for the same period in 2011. The year-to-date increase in net income was primarily due to the impact of: (i) additional rental income and mortgage interest income associated with approximately $370 million of new investments made since July 1, 2011; (ii) $7.3 million in gains on the sale of assets, (iii) $24.7 million net decrease in real estate impairments and (iv) $4.1 million net decrease in provision for uncollectible accounts receivable. These increases were partially offset by: (i) $4.4 million of increased depreciation expense associated with the new investments; (ii) $6.9 million of increased interest expense primarily associated with financing the new investments; and (iii) $5.4 million in increased interest refinancing costs relating to (a) a $7.1 million charge associated with the tender and redemption of all of the Company's outstanding $175 million of 7% Senior Notes due 2016 in March 2012, partially offset by (b) a $1.7 million interest refinancing expense adjustment (gain) related to the write-off of the remaining fair market value debt adjustment on four HUD mortgage loans that the Company paid off in June 2012. SECOND QUARTER 2012 HIGHLIGHTS AND OTHER RECENT DEVELOPMENTS In July 2012, the Company declared its quarterly common dividend of $0.42 per share. In July 2012, Fitch Ratings initiated a BBB- rating on the Company's senior unsecured notes. In June 2012, the Company completed $25 million of new investments. In June 2012, the Company established a $245 million 2012 Equity Shelf Program for a continuous at-the-market offering of common stock. In April 2012, the Company increased its quarterly common dividend per share to $0.42 from $0.41. SECOND QUARTER 2012 RESULTSOperating Revenues and Expenses – Operating revenues for the three-month period ended June 30, 2012 were $83.8 million. Operating expenses for the three-month period ended June 30, 2012 totaled $32.3 million and were composed of $27.2 million of depreciation and amortization expense, $3.5 million of general and administrative expense, $1.5 million of stock-based compensation expense and $0.1 million of expense associated with recently completed acquisitions. Other Income and Expense – Other income and expense for the three-month period ended June 30, 2012 was a net expense of $23.0 million, which was composed of $24.0 million of interest expense and $0.7 million of amortized deferred financing costs. The Company also recorded a $1.7 million interest refinancing expense adjustment (gain) related to the write-off of the remaining fair market value debt adjustment on four HUD mortgage loans that the Company paid off in June 2012. Funds From Operations – For the three-month period ended June 30, 2012, reportable FFO available to common stockholders was $55.8 million, or $0.53 per common share on 106 million weighted-average common shares outstanding, compared to $42.6 million, or $0.42 per common share on 102 million weighted-average common shares outstanding, for the same period in 2011. The $55.8 million of FFO for the three-month period ended June 30, 2012 includes the impact of the $1.7 million interest refinancing expense adjustment, $1.5 million of stock-based compensation expense and $0.1 million of expense associated with recently completed acquisitions. The $42.6 million of FFO for the three-month period ended June 30, 2011 includes the impact of approximately $4.1 million of provisions for uncollectible accounts receivable, $1.5 million of non-cash stock-based compensation expense, a $0.2 million net loss associated with owned and operated assets and $16 thousand of preferred stock redemption charges. Adjusted FFO was $55.7 million, or $0.53 per common share, for the three months ended June 30, 2012, compared to $48.4 million, or $0.47 per common share, for the same period in 2011. The Company had 4.0 million additional weighted-average shares for the three months ended June 30, 2012 compared to the same period in 2011. For further information see “Funds From Operations” below. FINANCING ACTIVITIES$11.8 Million HUD Mortgage Payoffs – On June 29, 2012, the Company paid $11.8 million to retire four mortgage loans guaranteed by the Department of Housing and Urban Development (“HUD”). The loans were assumed as part of the December 2011 purchase of 17 skilled nursing facilities (“SNFs”) from affiliates of Capital Funding Group, Inc. and had a blended interest rate of 6.49% per annum with maturities between October 2029 and September 2042. The payoff resulted in a $1.7 million gain on the extinguishment of the debt which included a $0.1 million prepayment penalty. $245 Million Equity Shelf Program – On June 19, 2012, the Company entered into separate Equity Distribution Agreements (collectively, the “2012 Agreements”) with 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, each as a sales agent and/or principal (collectively, the “Managers”) to establish a $245 million Equity Shelf Program. Under the terms of the 2012 Agreements, the Company may sell shares of its common stock, from time to time, through or to the Managers having an aggregate gross sales price of up to $245 million. Sales of the shares, if any, will be made by means of ordinary brokers' transactions on the New York Stock Exchange at market prices, or as otherwise agreed with the applicable Manager. The Company will pay each Manager compensation for sales of the shares equal to 2% of the gross sales price per share of shares sold through such Manager under the applicable 2012 Agreement. Termination of $140 Million Equity Shelf Program – Also on June 19, 2012, the Company terminated its $140 Million Equity Shelf Program (“2010 ESP”). In April 2012, the Company sold 510,000 shares of its common stock under the 2010 ESP for net proceeds of approximately $10.8 million. Since inception of the 2010 ESP, the Company sold a total of 5.3 million shares of common stock generating total net proceeds of $112.6 million, net of $2.3 million in commissions. Equity Shelf Program and the Dividend Reinvestment and Common Stock Purchase Plan – During the six-month period ended June 30, 2012, 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 2012(in thousands, except price per share)       Q1 Q2 Year TotalTotalTo Date   Number of shares 249 510 759 Average price per share $ 21.38 $ 21.21 $ 21.27 Proceeds $ 5,318 $ 10,818 $ 16,136   Dividend Reinvestment and Direct Common Stock Purchase Program for 2012(in thousands, except price per share)       Q1 Q2 Year TotalTotalTo Date   Number of shares 665 2,541 3,206 Average price per share $ 21.42 $ 21.54 $ 21.52 Proceeds $ 14,242 $ 54,754 $ 68,996   2012 PORTFOLIO AND RECENT DEVELOPMENTSHealth and Hospital Corporation – On June 29, 2012, the Company purchased four SNFs from an unrelated third party for $21.7 million and leased them to Health and Hospital Corporation, an existing operator of the Company. The four SNFs located in Indiana, totaling 383 beds, were added to the existing master lease with Health and Hospital Corporation. Mark Ide Limited Liability Company – On June 29, 2012, the Company purchased one SNF from an unrelated third party for approximately $3.4 million and leased it to Mark Ide Limited Liability Company, an existing operator of the Company. The SNF located in Indiana, totaling 80 beds, was added to the existing Mark Ide master lease. Facility Sales – For the three month period ended June 30, 2012, the Company sold three held-for-sale facilities for total cash proceeds of $7.9 million, generating a $2.0 million accounting gain. DIVIDENDSCommon Dividends – On July 17, 2012,the Company's Board of Directors announced a common stock dividend of $0.42 per share, to be paid August 15, 2012 to common stockholders of record on July 31, 2012. At the date of this release, the Company had approximately 108 million common shares outstanding. 2012 ADJUSTED FFO GUIDANCE The Company revised its 2012 Adjusted FFO available to common stockholders to be between $2.12 and $2.15 per diluted share versus its previous range of $2.09 to $2.12 per share. The Company's Adjusted FFO guidance for 2012 includes the impact of approximately $150 million of projected new investments (inclusive of investments completed through June 30, 2012); however, it excludes the impact of gains and losses from the sale of assets, additional divestitures, certain revenue and expense items, interest refinancing expense, capital transactions and restricted stock amortization expense. A reconciliation of the Adjusted FFO guidance to the Company's projected GAAP earnings is provided on a schedule 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 Adjusted FFO 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. CONFERENCE CALL The Company will be conducting a conference call on Friday, July 27, 2012, at 10 a.m. Eastern to review the Company's 2012 second quarter results and current developments. Analysts and investors interested in participating are invited to call (877) 317-6789 from within the United States or (412) 317-6789 from outside the United States and ask the operator to be connected to the “Omega Healthcare Second Quarter 2012 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. The Company is a real estate investment trust investing in and providing financing to the long-term care industry. At June 30, 2012, the Company owned or held mortgages on 433 skilled nursing facilities, assisted living facilities and other specialty hospitals with approximately 50,385 licensed beds (48,330 available beds) located in 33 states and operated by 47 third-party healthcare operating companies. In addition, the Company has four facilities currently held for sale. This announcement includes forward-looking statements, including without limitation the information under the heading “2012 Adjusted FFO Guidance.”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 the Company'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 the Company's operators; (iv) the ability of any of the Company's operators in bankruptcy to reject unexpired lease obligations, modify the terms of the Company's mortgages and impede the ability of the Company 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 the Company's credit ratings and the ratings of its debt securities; (vii) competition in the financing of healthcare facilities; (viii) the Company's ability to maintain its status as a real estate investment trust; (ix) the Company's ability to manage, re-leaseor sell any owned and operated facilities; (x) the Company's ability to sell closed or foreclosed assets on a timely basis and on terms that allow the Company to realize the carrying value of these assets; (xi) the effect of economic and market conditions generally, and particularly in the healthcare industry; and (xii) other factors identified in the Company's filings with the Securities and Exchange Commission. Statements regarding future events and developments and the Company's future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements.The Company undertakes no obligation to update any forward-looking statements contained in this announcement.OMEGA HEALTHCARE INVESTORS, INC.CONSOLIDATED BALANCE SHEETS(in thousands)     June 30,December 31,2012   2011 (Unaudited) ASSETS Real estate properties Land and buildings $ 2,560,909 $ 2,537,039 Less accumulated depreciation   (522,107 )     (470,420 ) Real estate properties – net 2,038,802 2,066,619 Mortgage notes receivable – net   243,461       238,675   2,282,263 2,305,294 Other investments – net   46,475       52,957   2,328,738 2,358,251 Assets held for sale – net   2,120       2,461   Total investments 2,330,858 2,360,712   Cash and cash equivalents 2,861 351 Restricted cash 36,479 34,112 Accounts receivable – net 112,842 100,664 Other assets   68,822       61,473   Total assets $ 2,551,862     $ 2,557,312     LIABILITIES AND STOCKHOLDERS' EQUITY Revolving line of credit $ 2,000 $ 272,500 Secured borrowings 287,339 303,610 Unsecured borrowings – net 1,200,652 975,290 Accrued expenses and other liabilities   126,196       127,428   Total liabilities   1,616,187       1,678,828     Stockholders' equity: Common stock $.10 par value authorized – 200,000 shares issued and outstanding 107,820 shares as of June 30, 2012 and 103,410 as of December 31, 2011   10,782   10,341 Common stock – additional paid-in-capital 1,558,506 1,471,381 Cumulative net earnings 690,086 633,430 Cumulative dividends paid   (1,323,699 )     (1,236,668 ) Total stockholders' equity   935,675       878,484   Total liabilities and stockholders' equity $ 2,551,862     $ 2,557,312     OMEGA HEALTHCARE INVESTORS, INC.CONSOLIDATED STATEMENTS OF OPERATIONSUnaudited(in thousands, except per share amounts)     Three Months EndedSix Months EndedJune 30,June 30,   2012       2011       2012       2011   Revenue     Rental income $ 75,228 $ 68,487 $ 151,203 $ 134,824 Mortgage interest income 7,404 3,433 14,740 6,931 Other investment income – net 1,165 617 2,295 1,258 Miscellaneous   28     69     102     69   Total operating revenues 83,825 72,606 168,340 143,082   Expenses Depreciation and amortization 27,199 24,759 54,346 49,977 General and administrative 3,468 3,411 7,509 7,158 Stock-based compensation expense 1,486 1,519 2,971 2,998 Acquisition costs 98 - 203 45 Impairment loss on real estate properties - - 272 24,971 Provisions for uncollectible mortgages, notes and accounts receivable - 4,139 - 4,139 Nursing home expenses of owned and operated assets   -     225     -     455   Total operating expenses 32,251 34,053 65,301 89,743   Income before other income and expense51,57438,553103,03953,339Other income (expense) Interest income 9 12 16 23 Interest expense (24,009 ) (20,072 ) (46,976 ) (40,072 ) Interest – amortization of deferred financing costs (668 ) (703 ) (1,297 ) (1,397 ) Interest – refinancing costs   1,698     -     (5,410 )   (16 ) Total other expense (22,970 ) (20,763 ) (53,667 ) (41,462 )   Income before gain on assets sold28,60417,79049,37211,877 Gain on assets sold – net   1,968     -     7,284     -   Net income30,57217,79056,65611,877 Preferred stock dividends - - - (1,691 ) Preferred stock redemption   -     16     -     (3,456 ) Net income available to common stockholders$30,572   $17,806   $56,656   $6,730     Income per common share available to common stockholders:Basic: Net income $ 0.29   $ 0.17   $ 0.54   $ 0.07   Diluted: Net income $ 0.29   $ 0.17   $ 0.54   $ 0.07     Dividends declared and paid per common share $ 0.42   $ 0.38   $ 0.83   $ 0.75     Weighted-average shares outstanding, basic   105,717     101,912     104,736     100,993   Weighted-average shares outstanding, diluted   106,033     102,001     105,023     101,044     OMEGA HEALTHCARE INVESTORS, INC.FUNDS FROM OPERATIONSUnaudited(in thousands, except per share amounts)     Three Months EndedSix Months EndedJune 30,June 30,   2012       2011     2012     2011     Net income available to common stockholders $ 30,572 $ 17,806 $ 56,656 $ 6,730 Deduct gain from real estate dispositions   (1,968 )   —     (7,284 )   — Sub – total 28,604 17,806 49,372 6,730 Elimination of non-cash items included in net income: Depreciation and amortization 27,199 24,759 54,346 49,977 Add back non-cash provision for impairments on real estate properties   —     —     272     24,971 Funds from operations available to common stockholders $ 55,803   $ 42,565   $ 103,990   $ 81,678   Weighted-average common shares outstanding, basic 105,717 101,912 104,736 100,993 Restricted stock and PRSUs 299 77 270 39 Deferred stock   17     12     17     12 Weighted-average common shares outstanding, diluted   106,033     102,001     105,023     101,044   Funds from operations per share available to common stockholders $ 0.53   $ 0.42   $ 0.99   $ 0.81   Adjusted funds from operations: Funds from operations available to common stockholders $ 55,803 $ 42,565 $ 103,990 $ 81,678 (Deduct)/add back non-cash preferred stock redemption charges — (16 ) — 3,456 Add back non-cash provision for uncollectible accounts receivable — 4,139 — 4,139 Add back nursing home expenses — 225 — 455 (Deduct)/add back interest refinancing expense (1,698 ) — 5,410 16 Add back acquisition costs 98 — 203 45 Add back non-cash stock-based compensation expense   1,486     1,519     2,971     2,998 Adjusted funds from operations available to common stockholders $ 55,689   $ 48,432   $ 112,574   $ 92,787   This press release includes Funds From Operations, or FFO, which is a non-GAAP financial measure. 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 excludes 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 includes 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 available to common stockholders, 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 is an important supplemental measure 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. The Company uses FFO as one of several 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 this measure to assist the users of its financial statements in analyzing its performance; however, this is not a measure of financial performance under GAAP and should not be considered a measure of liquidity, an alternative to net income or an indicator of any other performance measure determined in accordance with GAAP. Investors and potential investors in the Company's securities should not rely on this measure as a substitute for any GAAP measure, including net income. Adjusted FFO is calculated as FFO available to common stockholders excluding the impact of non-cash stock-based compensation and certain revenue and expense items identified above. The Company believes that Adjusted FFO provides an enhanced measure of the operating performance of the Company's core portfolio as a REIT. The Company's computation of Adjusted FFO is not comparable to the NAREIT definition of FFO or to similar measures reported by other REITs, but the Company believes it is an appropriate measure for this Company. The Company currently expects its 2012 Adjusted FFO available to common stockholders to be between $2.12 and $2.15 per diluted share.The following table presents a reconciliation of our guidance regarding 2012 FFO and Adjusted FFO to net income available to common stockholders:   2012 ProjectedAdjusted FFOPer diluted share:     Net income available to common stockholders $ 1.02 − $ 1.03 Adjustments: Depreciation and amortization 1.00 − 1.02 Provision for impairment on real estate assets   0.00   −     0.00 Funds from operations available to common stockholders$2.02−$2.05   Adjustments: Interest expense – refinancing costs 0.05 − 0.05 Stock-based compensation expense   0.05   −     0.05 Adjusted funds from operations available to common stockholders$2.12−$2.15   The following tables present selected portfolio information, including operator and geographic concentrations, and revenue maturities for the period ended June 30, 2012:       As of June 30, 2012   # of Operating   Investment   Balance Sheet Data # of Properties   Beds   ($000's)   % Investment Real Property(1) 401 44,647 $ 2,580,109 91 % Loans Receivable(2) 32   3,683     243,461   9 % Total Investments 433 48,330 $ 2,823,570 100 %   # of Operating Investment Investment Investment Data # of Properties   Beds   ($000's)   % Investment   per Bed Skilled Nursing Facilities (1) (2) 418 47,527 $ 2,756,455 98 % $ 58 Assisted Living Facilities 10 510 33,540 1 % 66 Specialty Hospitals and Other 5   293     33,575   1 %     115 433 48,330 $ 2,823,570 100 % $ 58   Note: table above excludes four facilities classified as held-for-sale. (1) Includes $19.2 million for lease inducement. (2) Includes $0.6 million of unamortized principal.             Revenue Composition ($000's)               Revenue by Investment Type Three Months Ended Six Months Ended June 30, 2012   June 30, 2012 Rental Property (1) $ 75,228 90 % $ 151,203 90 % Mortgage Notes 7,404 9 % 14,740 9 % Other Investment Income   1,165   1 %     2,295   1 % $ 83,797 100 % $ 168,238 100 %               Revenue by Facility Type Three Months Ended Six Months Ended June 30, 2012   June 30, 2012 Skilled Nursing Facilities (1) $ 80,807 97 % $ 162,296 97 % Assisted Living Facilities 688 1 % 1,374 1 % Specialty Hospitals 1,137 1 % 2,273 1 % Other   1,165   1 %     2,295   1 % $ 83,797 100 % $ 168,238 100 %   (1) 2nd quarter revenue includes $0.9 million reduction for lease inducement and $1.7 million year-to-date.         Operator Concentration by Investment ($000's) As of June 30, 2012 # of Properties   Investment   % Investment CommuniCare Health Services 36   $ 325,998   12 % Airamid 38 263,560 10 % Sun Healthcare Group, Inc. 40 234,389 8 % Signature Holdings, LLC 31 223,743 8 % Advocat Inc. 36 148,408 5 % Gulf Coast 17 146,636 5 % Guardian LTC Management (1) 23 145,171 5 % Capital Funding Group, Inc. 17 129,904 5 % Genesis 13 121,544 4 % Consulate 17 117,654 4 % Remaining 37 Operators (2) 165     966,563   34 % 433 $ 2,823,570 100 %   Note: table above excludes four facilities classified as held-for-sale. (1) Investment amount includes a $19.2 million lease inducement. (2) Includes $0.6 million of unamortized principal.                 Concentration by State # of Properties   Investment   % Investment Florida (1) 87   $ 614,392   22 % Ohio 50 359,822 13 % Pennsylvania 25 174,817 6 % Maryland 16 173,919 6 % Texas 32 169,819 6 % Arkansas 23 126,084 5 % Michigan 17 126,054 5 % Tennessee 16 118,686 4 % West Virginia (2) 11 95,010 3 % Indiana 21 89,382 3 % Colorado 12 79,668 3 % Kentucky 15 67,216 2 % North Carolina 10 58,728 2 % Massachusetts 8 57,347 2 % Louisiana 14 55,514 2 % Alabama 10 54,440 2 % Remaining 17 States 66     402,672   14 % 433 $ 2,823,570 100 %   Note: table above excludes four facilities classified as held-for-sale. (1) Includes $0.6 million of unamortized principal. (2) Investment amount includes a $19.2 million lease inducement.         Revenue Maturities ($000's) As of June 30, 2012     Current   Lease and     Current Lease Interest Interest Operating Lease Expirations & Loan Maturities Year   Revenue (1)   Revenue (1)   Revenue   % 2012 3,193 1,012 4,205 1 % 2013 28,569 100 28,669 9 % 2014 1,037 684 1,721 1 % 2015 2,476 - 2,476 1 % 2016 29,333 1,404 30,737 10 %     (1) Based on 2012 contractual rents and interest (without giving effect to annual escalators).   The following tables present operator revenue mix, census and coverage data based on information provided by our operators:       Operator Revenue Mix % Revenue Mix   Medicare /   Medicaid Insurance Private / Other   Three-months ended March 31, 2012 52.2% 39.6% 8.2% Three-months ended December 31, 2011 52.9% 38.4% 8.7% Three-months ended September 30, 2011 50.5% 40.9% 8.6% Three-months ended June 30, 2011 50.2% 41.2% 8.6% Three-months ended March 31, 2011 50.0% 41.6% 8.4%           Operator Census and Coverage   Coverage Data Before   After Census (1) Management Fees Management Fees   Three-months ended March 31, 2012 83.7% 2.1x 1.7x Twelve-months ended December 31, 2011 84.0% 2.2x 1.8x Twelve-months ended September 30, 2011 84.0% 2.3x 1.8x Twelve-months ended June 30, 2011 84.0% 2.3x 1.8x Twelve-months ended March 31, 2011 84.0% 2.2x 1.8x   (1) Based on available beds.   The following table presents a debt maturity schedule as of June 30, 2012:         Debt Maturities           ($000's) Secured Debt   Unsecured Debt     HUD Mortgages Line of Credit     Year (1)   (2)   Senior Notes   Sub Notes (3)   Total Debt 2012 $ - $ - $ - $ - $ - 2013 - - - - - 2014 - - - - - 2015 - 475,000 - - 475,000 2016 - - - - - Thereafter   265,884       -       1,175,000     20,000     1,460,884 $ 265,884     $ 475,000     $ 1,175,000   $ 20,000   $ 1,935,884   (1) Excludes $21.5 million of fair market valuation (adjustments). (2) Reflected at 100% borrowing capacity. (3) Excludes $1.1 million of fair market valuation (adjustments).   The following table presents investment activity for the three- and six - month period ended June 30, 2012:           Investment Activity ($000's) Three Months Ended   Six Months Ended June 30, 2012   June 30, 2012 Funding by Investment Type: $ Amount   %   $ Amount   %     Real Property $ 25,070 72 % $ 26,922 58 % Mortgages 3,646 10 % 4,955 11 % Other   6,222   18 %     14,207   31 % Total $ 34,938 100 % $ 46,084 100 %   Omega Healthcare Investors, Inc.Bob Stephenson, CFO, 410-427-1700