Omega Healthcare Investors(OHI)
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Omega Healthcare Investors(OHI) - 2020 Q3 - Quarterly Report
2020-11-03 17:16
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ 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) ...
Omega Healthcare Investors(OHI) - 2020 Q3 - Earnings Call Transcript
2020-10-30 19:00
Financial Data and Key Metrics Changes - Adjusted FFO for Q3 2020 was $0.82 per share, and funds available for distribution was $0.78 per share, allowing the company to maintain a quarterly dividend of $0.67 per share, with a payout ratio of 82% of adjusted FFO and 86% of funds available for distribution [12][13] - NAREIT FFO on a diluted basis was $15 million or $0.06 per share for the quarter, compared to $163 million or $0.72 per diluted share for Q3 2019 [19] - Revenue for Q3 was approximately $254 million before adjusting for non-recurring write-downs, with over 99% of contractual rent collected [21][22] Business Line Data and Key Metrics Changes - The company recorded a significant drop in occupancy rates, with a decrease of 800 basis points, but has seen operator expenses drop and cash flows improve as high infection rate geographies abate [13][14] - Operator EBITDARM and EBITDA coverage for the core portfolio increased to 1.84 and 1.48 times respectively for the trailing 12 months, despite external factors negatively impacting performance [32] Market Data and Key Metrics Changes - Cumulative occupancy percentages for the core portfolio dropped from 84% in January 2020 to a low of 75.1% in August 2020, with a slight rebound to 75.6% in October [35][36] - The company noted that occupancy impacts correlated closely with the number of confirmed COVID-19 cases in facilities, with heavily affected facilities experiencing occupancy erosion of 25% or more [36] Company Strategy and Development Direction - The company remains optimistic about returning to pre-COVID operating environments once the pandemic is controlled, emphasizing the importance of government support for skilled nursing and assisted living care settings [14][15] - Omega Healthcare Investors is focusing on strategic reinvestment in existing assets and has made new investments totaling approximately $163 million year-to-date [41][62] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism regarding the return of occupancy and cash flows to pre-COVID levels, contingent on the availability of a vaccine and continued government support [16][52] - The company highlighted the importance of federal stimulus funds in supporting operators during the pandemic, with expectations for additional stimulus as unallocated CARES Act money remains available [66][120] Other Important Information - The company issued $700 million of senior notes due February 2031, which will increase quarterly interest expense by approximately $1.8 million [24] - Approximately 88% of the company's $5.2 billion in debt was fixed as of September 30, 2020, with a net funded debt to adjusted annualized EBITDA ratio of 5.25 times [28] Q&A Session Summary Question: Government reimbursement and future stimulus - Management noted that there is still $30 billion of unallocated CARES Act money available and expects another round of stimulus once political matters are settled [66] Question: Skilled nursing occupancy challenges - Management indicated that the delay in occupancy recovery is due to the nature of elective surgeries and the demographics of patients being discharged [72][75] Question: Acquisition market opportunities - Management observed a slight uptick in the acquisition environment but noted challenges in underwriting and due diligence due to COVID-19 [77][124] Question: Impact of state budget reductions - Management expressed that while state budgets are monitored, Medicaid rates are rarely cut due to federal matching funds [84] Question: Long-term outlook for skilled nursing - Management anticipates a continued shift towards higher acuity Medicare and Medicaid patients post-COVID, but does not expect dramatic changes in the industry structure [87][90]
Omega Healthcare Investors(OHI) - 2020 Q2 - Quarterly Report
2020-08-07 14:49
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ 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) (OHI ...
Omega Healthcare Investors(OHI) - 2020 Q2 - Earnings Call Transcript
2020-08-06 20:29
Omega Healthcare Investors, Inc. (NYSE:OHI) Q2 2020 Earnings Conference Call August 6, 2020 10:00 AM ET Company Participants Michele Reber - Senior Director, Asset Management Taylor Pickett - Chief Executive Officer Bob Stephenson - Chief Financial Officer Dan Booth - Chief Operating Officer Megan Krull - Senior Vice President, Operations Steven Insoft - Chief Corporate Development Officer Conference Call Participants Connor Siversky - Berenberg Jonathan Hughes - Raymond James Nick Yulico - Scotiabank Danie ...
Omega Healthcare Investors(OHI) - 2020 Q1 - Quarterly Report
2020-05-08 15:28
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)
Omega Healthcare Investors(OHI) - 2020 Q1 - Earnings Call Presentation
2020-05-05 19:22
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(OHI) - 2020 Q1 - Earnings Call Transcript
2020-05-05 19:06
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 ...
Omega Healthcare Investors(OHI) - 2019 Q4 - Annual Report
2020-02-28 18:04
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(OHI) - 2019 Q4 - Earnings Call Transcript
2020-02-06 21:02
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 ...
Omega Healthcare Investors(OHI) - 2019 Q3 - Quarterly Report
2019-11-08 16:11
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)