PART I Financial Information [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The report presents unaudited consolidated financial statements for the quarter ended March 31, 2020 Omega Healthcare Investors, Inc. - Key Financial Highlights (Q1 2020 vs Q1 2019) | Metric | Q1 2020 (in thousands) | Q1 2019 (in thousands) | Change | | :--- | :--- | :--- | :--- | | **Total Operating Revenues** | $253,024 | $223,688 | +13.1% | | **Operating Income** | $147,730 | $122,175 | +21.0% | | **Net Income** | $92,279 | $72,182 | +27.8% | | **Net Income available to common stockholders** | $89,915 | $69,702 | +29.0% | | **Diluted EPS** | $0.39 | $0.34 | +14.7% | Omega Healthcare Investors, Inc. - Consolidated Balance Sheet Summary | Metric | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :--- | :--- | :--- | | **Total Assets** | $10,037,231 | $9,796,124 | | **Total Liabilities** | $5,818,586 | $5,459,530 | | **Total Equity** | $4,218,645 | $4,336,594 | Omega Healthcare Investors, Inc. - Consolidated Cash Flow Summary (Q1 2020) | Cash Flow Activity | Amount (in thousands) | | :--- | :--- | | **Net cash provided by operating activities** | $139,068 | | **Net cash used in investing activities** | ($55,154) | | **Net cash provided by financing activities** | $235,157 | | **Increase in cash, cash equivalents and restricted cash** | $318,642 | - The company adopted ASU 2016-13 (Credit Losses) on January 1, 2020, recording an initial **$28.8 million allowance for expected credit losses** with a corresponding adjustment to equity[77](index=77&type=chunk) [Notes to Consolidated Financial Statements](index=17&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, business overview, and the financial impact of the COVID-19 pandemic - Omega's core business is providing financing and capital to the long-term healthcare industry, primarily through **triple-net leases and mortgage agreements** for skilled nursing facilities (SNFs) and assisted living facilities (ALFs) in the U.S. and U.K[38](index=38&type=chunk) - The COVID-19 pandemic is causing **significant cost increases and occupancy declines** for many of the company's operators, which could materially impact their ability to pay rent[45](index=45&type=chunk) - As of March 31, 2020, investments with one operator, Ciena Healthcare, **exceeded 10% of total investments** and generated approximately **10% of total revenues** for the quarter[120](index=120&type=chunk) - On March 20, 2020, the Board authorized a **$200 million stock repurchase program** and the company suspended its Dividend Reinvestment and Common Stock Purchase Plan on March 23, 2020[121](index=121&type=chunk)[125](index=125&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=55&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes a Q1 2020 revenue increase, the impact of COVID-19, and the company's capital strategy - Operating revenues for Q1 2020 **increased by $29.3 million** compared to Q1 2019, primarily due to rental income from the MedEquities Merger ($10.3 million) and the Encore Portfolio Acquisition ($18.1 million)[228](index=228&type=chunk) - In response to COVID-19 uncertainty, the company took precautionary measures to enhance its capital position, including **drawing $300 million on its revolving credit facility** and entering into **$400 million of forward-starting interest rate swaps**[179](index=179&type=chunk)[247](index=247&type=chunk) - The company is actively restructuring its portfolio with operator Daybreak, which did not pay rent in Q1 2020, with an expected annual rent or equivalent of **$15 million to $20 million post-restructuring**[242](index=242&type=chunk)[244](index=244&type=chunk) Nareit FFO Reconciliation (in thousands) | Description | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Net income | $92,279 | $72,182 | | Adjustments (Depreciation, Impairments, etc.) | $88,734 | $71,937 | | **Nareit FFO** | **$181,013** | **$144,119** | [Quantitative and Qualitative Disclosures About Market Risk](index=82&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports no material changes to its primary market risk exposures during the first quarter of 2020 - There were **no material changes** in primary market risk exposures or how those exposures are managed during the quarter ended March 31, 2020[261](index=261&type=chunk) [Controls and Procedures](index=83&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of the quarter-end - The Chief Executive Officer and Chief Financial Officer concluded that the company's **disclosure controls and procedures were effective** as of March 31, 2020[263](index=263&type=chunk) - **No changes in internal control over financial reporting** occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[264](index=264&type=chunk) PART II Other Information [Legal Proceedings](index=83&type=section&id=Item%201.%20Legal%20Proceedings) The company details ongoing legal matters, including a securities class action lawsuit and related actions - The company is a defendant in a consolidated **securities class action lawsuit** alleging violations of the Securities Exchange Act of 1934 related to disclosures about an operator's financial condition[151](index=151&type=chunk) - Several related shareholder derivative actions have been filed, which are **currently stayed** pending the outcome of the securities class action appeal[153](index=153&type=chunk)[154](index=154&type=chunk) [Risk Factors](index=83&type=section&id=Item%201A.%20Risk%20Factors) A new risk factor highlights the potential material adverse effects of the COVID-19 pandemic on operations - A new risk factor highlights that the COVID-19 pandemic could have a **material adverse effect** on the company's business, results of operations, cash flows, and financial condition[267](index=267&type=chunk) - Operators are experiencing **significant cost increases and declining occupancy** due to the pandemic, which could affect their ability to pay rent and other contractual obligations to Omega[268](index=268&type=chunk) - The pandemic has caused severe economic and market disruptions, which could **constrain Omega's access to capital** and affect the availability and terms of future financing[270](index=270&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=84&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company discloses the issuance of unregistered shares and the authorization of a stock repurchase program - In Q1 2020, Omega issued **8,060 shares of common stock** in exchange for an equal number of Omega OP Units tendered for redemption, in a transaction exempt from registration[272](index=272&type=chunk) - On March 20, 2020, the company authorized a stock repurchase program for up to **$200 million of its common stock** over twelve months, with no shares repurchased through March 31, 2020[273](index=273&type=chunk) [Exhibits](index=87&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the report, including credit agreements and CEO/CFO certifications - The report includes several exhibits, such as amendments to credit agreements, **CEO/CFO certifications** pursuant to SEC rules, and XBRL data files for interactive data[274](index=274&type=chunk)

Supplemental Information Q1 2020 Table of Contents Portfolio Investment Summary ............................................3 Revenue Summary ................................................3 Operator Payor Mix and Coverage Summary........3 Rent/Interest Concentration by Operator ............4 Lease and Mortgage Expirations...........................4 Diversification Operator Geographic Diversification ....................5 Selected Metrics Occupancy by State...............................................5 ...

Omega Healthcare Investors, Inc. (NYSE:OHI) Q1 2020 Earnings Conference Call May 5, 2020 10:00 AM ET Company Participants Michele Reber - Senior Director, Asset Management Taylor Pickett - CEO Robert Stephenson - CFO, Treasurer & Assistant Secretary Steven Insoft - Chief Corporate Development Officer Megan Krull - SVP, Operations Daniel Booth - Secretary & COO Conference Call Participants Connor Siversky - Berenberg Tayo Okusanya - Mizuho Securities Jonathan Hughes - Raymond James & Associates Nicholas Yuli ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OMEGA HEALTHCARE INVESTORS, INC. OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in its Charter) Maryland 1-11316 38-30 ...

Omega Healthcare Investors, Inc. (NYSE:OHI) Q4 2019 Earnings Conference Call February 6, 2020 10:00 AM ET Company Participants Michele Reber - Senior Director, Asset Management Taylor Pickett - Chief Executive Officer and Director Robert Stephenson - Chief Financial Officer, Treasurer and Assistant Secretary Daniel Booth - Secretary and Chief Operating Officer Steven Insoft - Chief Corporate Development Officer Conference Call Participants Omotayo Okusanya - Mizuho Conner Siversky - Berenberg Jonathan Hughe ...

PART I Financial Information [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for Omega and its operating partnership for Q3 2019 [Financial Statements of Omega Healthcare Investors, Inc.](index=5&type=section&id=Financial%20Statements%20of%20Omega%20Healthcare%20Investors%2C%20Inc.) Details the company's key financial performance and balance sheet highlights for the third quarter and first nine months of 2019 Omega Healthcare Investors, Inc. - Key Financial Data (in thousands) | Financial Metric | Q3 2019 | Q3 2018 | 9 Months 2019 | 9 Months 2018 | | :--- | :--- | :--- | :--- | :--- | | **Total Operating Revenues** | $233,195 | $221,852 | $682,162 | $661,932 | | **Operating Income** | $187,160 | $110,672 | $435,860 | $381,484 | | **Net Income** | $142,948 | $59,062 | $290,801 | $228,981 | | **Net Income Available to Common Stockholders** | $138,740 | $56,606 | $281,583 | $219,362 | | **Diluted EPS** | $0.63 | $0.28 | $1.32 | $1.10 | Omega Healthcare Investors, Inc. - Balance Sheet Highlights (in thousands) | Balance Sheet Item | Sept 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | **Total Assets** | $8,996,194 | $8,590,877 | | Real estate investments – net | $6,532,446 | $6,183,791 | | **Total Liabilities** | $4,912,732 | $4,826,393 | | Senior notes and other unsecured borrowings – net | $3,822,115 | $3,328,896 | | **Total Equity** | $4,083,462 | $3,764,484 | - Net cash from operating activities for the first nine months of 2019 was **$405.8 million**, up from **$348.5 million** in the prior year, while investing activities provided **$71.5 million** in cash, a significant shift from a use of **$150.6 million** in 2018[25](index=25&type=chunk) [Financial Statements of OHI Healthcare Properties Limited Partnership](index=12&type=section&id=Financial%20Statements%20of%20OHI%20Healthcare%20Properties%20Limited%20Partnership) Presents the financial statements for the operating partnership, which are substantially similar to the parent company's - The financial statements of OHI Healthcare Properties Limited Partnership (Omega OP) are substantially similar to Omega's, with primary differences in the presentation of debt and equity[10](index=10&type=chunk)[26](index=26&type=chunk) OHI Healthcare Properties Limited Partnership - Key Financial Data (in thousands) | Financial Metric | Q3 2019 | Q3 2018 | 9 Months 2019 | 9 Months 2018 | | :--- | :--- | :--- | :--- | :--- | | **Total Operating Revenues** | $233,195 | $221,852 | $682,162 | $661,932 | | **Operating Income** | $187,160 | $110,672 | $435,860 | $381,484 | | **Net Income** | $142,948 | $59,062 | $290,801 | $228,981 | [Notes to Consolidated Financial Statements](index=20&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Highlights significant events including a major merger, adoption of a new lease standard, ongoing litigation, and a subsequent acquisition - On May 17, 2019, Omega completed its **merger with MedEquities Realty Trust, Inc.**, issuing 0.235 shares of Omega common stock and $2.00 in cash for each MedEquities share[43](index=43&type=chunk) - The company adopted the new lease accounting standard, **Topic 842**, on January 1, 2019, resulting in the recognition of right-of-use assets and lease liabilities[80](index=80&type=chunk)[81](index=81&type=chunk) - The company is involved in a **securities class action lawsuit** filed in late 2017; the case was dismissed in March 2019, but plaintiffs have appealed[182](index=182&type=chunk)[183](index=183&type=chunk) - Subsequent to the quarter end, the company completed a **$735 million acquisition of the 60-facility Encore Portfolio** on October 31, 2019[204](index=204&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=47&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Provides management's perspective on financial results, portfolio developments, liquidity, and capital resources for the reporting period [Results of Operations](index=57&type=section&id=Results%20of%20Operations) Analyzes the key drivers of revenue and expense changes for the third quarter and first nine months of 2019 versus 2018 Q3 2019 vs Q3 2018 Performance (in millions) | Metric | Q3 2019 | Q3 2018 | Change | | :--- | :--- | :--- | :--- | | **Operating Revenues** | $233.2 | $221.9 | +$11.3 | | **Operating Expenses** | $99.1 | $105.8 | -$6.7 | | **Nareit FFO** | $163.1 | $160.6 | +$2.5 | - The **$11.3 million increase in Q3 2019 operating revenues** was primarily driven by acquisitions, partially offset by placing certain operators on a cash basis[263](index=263&type=chunk) Nine Months 2019 vs 2018 Performance (in millions) | Metric | 9M 2019 | 9M 2018 | Change | | :--- | :--- | :--- | :--- | | **Operating Revenues** | $682.2 | $661.9 | +$20.2 | | **Operating Expenses** | $299.1 | $289.7 | +$9.4 | | **Nareit FFO** | $464.4 | $462.5 | +$1.9 | - The **$9.4 million increase in operating expenses** for the first nine months of 2019 was mainly due to higher real estate tax expense, depreciation, and merger costs, offset by lower impairment charges[267](index=267&type=chunk) [Portfolio and Recent Developments](index=59&type=section&id=Portfolio%20and%20Recent%20Developments) Details significant portfolio changes including a major merger, asset sales, operator resolutions, and a subsequent large acquisition - Completed the **merger with MedEquities Realty Trust Inc.** on May 17, 2019, acquiring 33 facilities and other investments for approximately **$346 million**[277](index=277&type=chunk) - In Q3 2019, the company **sold 19 facilities for approximately $177.0 million** in net cash proceeds, recognizing a net gain of about **$53.1 million**[293](index=293&type=chunk) - The **Orianna bankruptcy was resolved**, with Omega receiving approximately **$88 million** from the created Distribution Trust through September 30, 2019[300](index=300&type=chunk)[301](index=301&type=chunk) - Operator **Daybreak Venture LLC continues to face liquidity challenges** and did not meet its full contractual payment obligations in Q3 2019[304](index=304&type=chunk)[305](index=305&type=chunk)[307](index=307&type=chunk) - Subsequent to quarter-end, Omega completed the **$735 million acquisition of the 60-facility Encore Portfolio** on October 31, 2019[286](index=286&type=chunk) [Liquidity and Capital Resources](index=64&type=section&id=Liquidity%20and%20Capital%20Resources) Outlines the company's capital structure, recent financing activities, and cash flow generation during the period - As of September 30, 2019, the company had **$9.0 billion in total assets** and **$4.7 billion in total debt**, representing a debt-to-total capitalization ratio of approximately **53.4%**[309](index=309&type=chunk) - On September 20, 2019, the company issued **$500 million of 3.625% Senior Notes due 2029**, with net proceeds of approximately **$487.8 million**[311](index=311&type=chunk) - Entered into a **forward equity sales agreement** on September 9, 2019, to sell **7.5 million shares** of common stock to finance the Encore Portfolio acquisition[313](index=313&type=chunk) - For the nine months ended September 30, 2019, the company generated **$405.8 million in net cash from operating activities**, compared to **$348.5 million** in the prior-year period[321](index=321&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=66&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Confirms no material changes in the company's market risk exposures or management thereof during the third quarter of 2019 - There were **no material changes** in the company's primary market risk exposures or how those exposures are managed during the quarter ended September 30, 2019[324](index=324&type=chunk) [Controls and Procedures](index=67&type=section&id=Item%204.%20Controls%20and%20Procedures) Asserts the effectiveness of disclosure controls and procedures and notes no material changes to internal controls - Management concluded that the company's **disclosure controls and procedures were effective** as of September 30, 2019[326](index=326&type=chunk) - There were **no changes** during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[327](index=327&type=chunk) PART II Other Information [Legal Proceedings](index=67&type=section&id=Item%201.%20Legal%20Proceedings) Details ongoing legal matters, including a securities class action lawsuit and a Department of Justice investigation - The company is subject to a **securities class action lawsuit**, which was dismissed but is currently under appeal, and several related shareholder derivative actions[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) - The company is cooperating with a **Department of Justice Civil Investigative Demand (CID)** related to the Lakeway Hospital acquired through the MedEquities merger[193](index=193&type=chunk) [Risk Factors](index=67&type=section&id=Item%201A.%20Risk%20Factors) Updates risk factors related to joint ventures, Brexit, and a forward equity sales agreement - The company identifies risks related to its **joint ventures**, including lack of sole decision-making authority and reliance on partners' financial condition[331](index=331&type=chunk) - The **United Kingdom's withdrawal from the European Union (Brexit)** could adversely affect the company through currency volatility and legal uncertainty[332](index=332&type=chunk)[334](index=334&type=chunk) - The **forward equity sales agreement** could result in substantial dilution to earnings per share and has uncertain tax treatment[337](index=337&type=chunk)[342](index=342&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=71&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Reports the issuance of common stock in exchange for operating partnership units during the third quarter of 2019 - In Q3 2019, Omega issued **1,248,361 shares of common stock** in exchange for an equal number of Omega OP Units tendered for redemption in an unregistered sale[344](index=344&type=chunk) [Other Information](index=72&type=section&id=Item%205%20Other%20Information) Announces a key executive appointment and a board resolution regarding its classification structure - **Gail D. Makode was appointed** as Omega's Chief Legal Officer and General Counsel, effective November 1, 2019[346](index=346&type=chunk) - In November 2019, the Board adopted a resolution to **opt out of a Maryland law** that permits a classified board structure without stockholder approval[347](index=347&type=chunk) [Exhibits](index=73&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed with the quarterly report, including key agreements and officer certifications - Lists exhibits filed with the report, including the forward equity sales agreement, indenture for the **3.625% Senior Notes due 2029**, and required CEO/CFO certifications[348](index=348&type=chunk)

Omega Healthcare Investors, Inc. (NYSE:OHI) Q3 2019 Earnings Conference Call November 6, 2019 10:00 AM ET Company Participants Michele Reber - Senior Director, Asset Management Taylor Pickett - CEO & Director Robert Stephenson - CFO, Treasurer & Assistant Secretary Daniel Booth - Secretary & COO Steven Insoft - Chief Corporate Development Officer Conference Call Participants Joshua Dennerlein - Bank of America Merrill Lynch Jonathan Hughes - Raymond James & Associates Trent Trujillo - Scotiabank Chad Vanaco ...

[PART I Financial Information](index=5&type=section&id=PART%20I%20Financial%20Information) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for Omega Healthcare Investors, Inc. and its operating partnership, including balance sheets, statements of operations, and cash flows, with detailed notes [Financial Statements of Omega Healthcare Investors, Inc.](index=5&type=section&id=Financial%20Statements%20of%20Omega%20Healthcare%20Investors%2C%20Inc.) The consolidated financial statements for Omega Healthcare Investors, Inc. show an increase in total assets to **$9.1 billion** as of June 30, 2019, from **$8.6 billion** at year-end 2018, primarily driven by growth in real estate investments Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Total real estate investments – net | $6,684,102 | $6,183,791 | | Total assets | $9,098,420 | $8,590,877 | | Total liabilities | $5,045,914 | $4,826,393 | | Total stockholders' equity | $3,802,971 | $3,444,441 | Consolidated Statement of Operations Highlights (in thousands, except per share amounts) | Metric | Q2 2019 | Q2 2018 | YTD 2019 | YTD 2018 | | :--- | :--- | :--- | :--- | :--- | | Total operating revenues | $225,279 | $219,881 | $448,967 | $440,080 | | Operating income | $126,525 | $132,677 | $248,700 | $270,812 | | Net income available to common stockholders | $73,141 | $78,536 | $142,843 | $162,756 | | Diluted EPS | $0.34 | $0.39 | $0.68 | $0.82 | Consolidated Statement of Cash Flows Highlights - Six Months Ended June 30 (in thousands) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $265,412 | $217,166 | | Net cash used in investing activities | ($15,012) | ($6,250) | | Net cash used in financing activities | ($227,764) | ($294,056) | | Increase (decrease) in cash | $22,467 | ($83,259) | [Financial Statements of OHI Healthcare Properties Limited Partnership](index=14&type=section&id=Financial%20Statements%20of%20OHI%20Healthcare%20Properties%20Limited%20Partnership) The financial statements for OHI Healthcare Properties Limited Partnership mirror those of the parent company, Omega, in terms of assets and operating results, with primary differences in liabilities and equity presentation - Omega OP's total assets of **$9.1 billion** as of June 30, 2019, are identical to the parent company's consolidated assets[28](index=28&type=chunk) - A significant liability on Omega OP's balance sheet is the **$4.7 billion** in intercompany loans payable to the parent, Omega, as of June 30, 2019[28](index=28&type=chunk) - Net income for Omega OP was **$75.7 million** for Q2 2019 and **$147.9 million** for the six months ended June 30, 2019, identical to the consolidated net income of the parent company before noncontrolling interest adjustments[31](index=31&type=chunk) [Notes to Consolidated Financial Statements](index=21&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes detail the company's accounting policies, significant events including the MedEquities merger and lease accounting standard adoption, operator developments, and subsequent events like a major acquisition agreement - On May 17, 2019, Omega completed its merger with MedEquities Realty Trust, Inc., acquiring it for consideration valued at approximately **$346 million**, consisting of stock and cash[43](index=43&type=chunk)[100](index=100&type=chunk) - The company adopted the new lease accounting standard, **Topic 842**, on **January 1, 2019**, using the modified retrospective method, resulting in the recognition of right-of-use assets and lease liabilities[78](index=78&type=chunk) - Following the resolution of the Orianna bankruptcy in January 2019, the company received approximately **$88 million** from the created Distribution Trust and recorded a **$7.7 million** allowance in Q1 2019 due to diminished collectability of remaining receivables[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - On July 26, 2019, the company entered into an agreement to purchase **60 facilities** for **$735 million**, consisting of cash and the assumption of approximately **$390 million** in HUD-guaranteed mortgage loans[192](index=192&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=73&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, revenue drivers, the regulated healthcare environment, operator updates, and confirms sufficient liquidity for future operations and investments - The company's core business is providing financing and capital to the long-term healthcare industry, with a portfolio of **949 facilities** in 41 states and the U.K. as of June 30, 2019[197](index=197&type=chunk)[201](index=201&type=chunk) - The healthcare industry is heavily regulated, with significant operator revenue derived from Medicare and Medicaid, noting the shift to the value-based **Patient Driven Payment Model (PDPM)** effective **October 1, 2019**, which could materially affect operators' financial conditions[208](index=208&type=chunk)[213](index=213&type=chunk)[218](index=218&type=chunk) - **Daybreak Venture LLC** remains on a cash basis for revenue recognition due to liquidity challenges stemming from low occupancy, high labor costs, and a low Texas Medicaid rate, leading to reduced expectations for future quarterly cash rent receipts[287](index=287&type=chunk)[288](index=288&type=chunk)[289](index=289&type=chunk) - Management believes its liquidity, including cash from operations and availability under its credit facilities, is **adequate liquidity** to finance operations, meet debt service, and fund future investments through the next twelve months[300](index=300&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=105&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that there were no material changes in its primary market risk exposures or the management of those exposures during the quarter ended June 30, 2019 - There were **no material changes** in the company's primary market risk exposures during Q2 2019[306](index=306&type=chunk) [Controls and Procedures](index=105&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2019, with no material changes to internal control over financial reporting identified during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of June 30, 2019[308](index=308&type=chunk) - **No material changes** to the company's internal control over financial reporting were identified during the quarter[309](index=309&type=chunk) [PART II Other Information](index=107&type=section&id=PART%20II%20Other%20Information) [Legal Proceedings](index=107&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, including a securities class action, merger-related lawsuits, and a Department of Justice investigation, which management intends to vigorously defend - A securities class action lawsuit alleging misleading statements was **dismissed with prejudice** in March 2019, but the plaintiffs filed an appeal in April 2019[173](index=173&type=chunk) - **Four separate lawsuits** were filed by MedEquities stockholders challenging the merger with Omega; two of these lawsuits also name Omega as a defendant[176](index=176&type=chunk) - The company is cooperating with a **U.S. Department of Justice (DOJ) investigation** regarding alleged violations related to Lakeway Hospital, an asset in which Omega now holds a **51% interest**[182](index=182&type=chunk)[183](index=183&type=chunk) [Risk Factors](index=107&type=section&id=Item%201A.%20Risk%20Factors) This section highlights additional or revised risk factors, including those related to joint ventures and the potential adverse impacts of Brexit on the company's operations and investments - The company highlights **risks associated with joint ventures**, including the inability to take actions opposed by partners, reliance on partners' financial condition, and potential for disputes[313](index=313&type=chunk)[315](index=315&type=chunk) - The withdrawal of the U.K. from the E.U. (**Brexit**) is identified as a risk that could adversely affect the company through **currency volatility**, legal uncertainty, and potential changes to tax and trade laws[314](index=314&type=chunk)[317](index=317&type=chunk)[319](index=319&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=109&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the second quarter of 2019, Omega issued 251,679 shares of its common stock in exchange for an equal number of Omega OP Units that were tendered for redemption in a private transaction - In Q2 2019, the company issued **251,679 unregistered shares** of common stock to redeem an equivalent number of Omega OP Units[321](index=321&type=chunk) [Other Information](index=110&type=section&id=Item%205.%20Other%20Information) A new retirement policy for executive officers was adopted, effective January 1, 2020, providing for prorated and full vesting of equity incentives under specific eligibility and notice conditions - A **new retirement policy** was adopted on August 2, 2019, for executive officers, effective for grants made on or after **January 1, 2020**[322](index=322&type=chunk) - To be eligible, an officer must be at least **62 years old with 10 years of service** and provide at least **6 months' notice** of retirement[322](index=322&type=chunk) - The policy provides for **prorated vesting** of performance-based equity and **full vesting** of time-based equity for qualifying retirees[322](index=322&type=chunk)[323](index=323&type=chunk) [Exhibits](index=111&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including employment agreement amendments, CEO and CFO certifications, and XBRL interactive data files

Supplemental Information Q2 2019 Omega Healthcare Investors, Inc. is a Real Estate Investment Trust ("REIT") providing financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities located in the United States, and to a lesser extent the United Kingdom. As of June 30, 2019, Omega has a portfolio of investments that includes over 930 properties located in 41 states (includes the New York City Carnegie Hill project) and the UK (55 facilities) and operated by ...

Omega Healthcare Investors, Inc. (NYSE:OHI) Q2 2019 Earnings Conference Call August 7, 2019 11:00 AM ET Company Participants Michele Reber - Senior Director, Asset Management Taylor Pickett - CEO & Director Robert Stephenson - CFO, Treasurer & Assistant Secretary Daniel Booth - Secretary & COO Jeff Marshall - SVP, Operations Steven Insoft - Chief Corporate Development Officer Conference Call Participants Karin Ford - MUFG Securities Jonathan Hughes - Raymond James & Associates Lukas Hartwich - Green Street ...