PART I - Financial Information [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Omega Healthcare Investors, Inc.'s unaudited consolidated financial statements as of June 30, 2023, and for the three and six months then ended, covering Balance Sheets, Statements of Operations, Comprehensive Income, Equity, and Cash Flows, alongside detailed accounting policy notes [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2023, Omega's total assets were approximately $9.404 billion, nearly unchanged from $9.405 billion at December 31, 2022, with total liabilities decreasing slightly to $5.591 billion and total equity increasing to $3.813 billion over the same period Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$9,404,033** | **$9,405,163** | | Real estate assets – net | $6,489,376 | $6,537,491 | | Real estate loans receivable – net | $1,096,806 | $1,042,731 | | Cash and cash equivalents | $350,691 | $297,103 | | **Total Liabilities** | **$5,591,441** | **$5,601,881** | | Senior notes and other unsecured borrowings – net | $4,905,761 | $4,900,992 | | **Total Equity** | **$3,812,592** | **$3,803,282** | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) For Q2 2023, total revenues were $250.2 million and net income was $61.5 million, while for the six months ended June 30, 2023, revenues reached $468.4 million and net income was $98.4 million, a significant decrease from the prior year primarily due to lower gain on assets sold Key Operating Results (in thousands, except per share data) | Metric | Q2 2023 | Q2 2022 | Six Months 2023 | Six Months 2022 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$250,187** | **$244,649** | **$468,389** | **$493,964** | | Rental income | $219,101 | $211,428 | $408,178 | $428,311 | | Impairment on real estate properties | $21,114 | $7,695 | $60,102 | $11,206 | | Gain on assets sold – net | $12,243 | $25,180 | $25,880 | $138,817 | | **Net Income** | **$61,521** | **$91,915** | **$98,366** | **$287,071** | | **Diluted EPS** | **$0.25** | **$0.38** | **$0.40** | **$1.17** | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2023, net cash provided by operating activities decreased to $281.7 million, while investing activities shifted to a net use of $184.7 million due to lower asset sale proceeds, and financing activities saw a reduced net use of $41.7 million primarily from increased stock issuance and fewer repurchases Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $281,736 | $305,196 | | Net cash (used in) provided by investing activities | $(184,669) | $277,166 | | Net cash used in financing activities | $(41,685) | $(436,756) | | **Increase in cash, cash equivalents and restricted cash** | **$55,867** | **$144,053** | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes provide detailed information on the company's accounting policies and financial activities, covering operator collectibility issues, rent deferrals, restructurings, real estate transactions, loan portfolio, debt structure, hedging, and legal proceedings - The company's core business is providing financing and capital to the long-term healthcare industry, focusing on skilled nursing facilities (SNFs) and assisted living facilities (ALFs) in the U.S. and U.K. through triple-net leases and real estate loans[23](index=23&type=chunk) - As of June 30, 2023, **18 operators were on a cash basis** for revenue recognition, representing **25.8% of total revenues** for the first six months of 2023[49](index=49&type=chunk) - During the first six months of 2023, the company allowed nine operators to defer **$33.6 million** of contractual rent and interest, primarily related to LaVie (**$19.0M**), Healthcare Homes (**$8.2M**), and Agemo (**$1.9M**)[50](index=50&type=chunk) - On August 1, 2023, the company repaid its **$350 million** of 4.375% senior notes that matured on that date using available cash[154](index=154&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=52&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operating results, emphasizing ongoing operator challenges such as labor shortages, occupancy recovery, and the phase-out of government pandemic support, alongside collectibility issues, portfolio restructurings, investment activities, liquidity, and quarterly performance analysis [Outlook, Trends and Other Conditions](index=54&type=section&id=Outlook%2C%20Trends%20and%20Other%20Conditions) The company remains cautious due to significant post-pandemic challenges impacting operators, including persistent labor shortages, elevated costs, slow occupancy recovery, and uncertainty regarding Medicare and Medicaid reimbursement rates, further pressured by the May 11, 2023, expiration of the public health emergency and associated financial support - Operators continue to be significantly impacted by post-pandemic effects, including occupancy declines, labor shortages, and cost increases, leading to several operators failing to make contractual payments[162](index=162&type=chunk) - The federally declared public health emergency expired on May 11, 2023, discontinuing waivers like 'skilling in place' and phasing out the additional **6.2% FMAP reimbursement**, which may adversely affect operators' finances[163](index=163&type=chunk)[166](index=166&type=chunk) - Average occupancy in facilities has improved since early 2021 but has not returned to pre-pandemic levels, partly due to staffing shortages limiting admissions[165](index=165&type=chunk) [Government Regulation and Reimbursement](index=57&type=section&id=Government%20Regulation%20and%20Reimbursement) This section details the complex regulatory landscape for healthcare operators, highlighting the end of the COVID-19 public health emergency, phase-out of enhanced FMAP, a projected **4.0% net increase** in Medicare payments for FY 2024, and potential new burdens from minimum staffing requirements and proposed REIT ownership disclosure rules - The expiration of the public health emergency on May 11, 2023, ended temporary regulatory waivers, including the suspension of the three-day prior hospital stay requirement for Medicare coverage[174](index=174&type=chunk) - CMS issued a final rule for FY 2024 projecting a net **4.0% ($1.4 billion)** increase in Medicare Part A payments to SNFs, which includes a **6.4% market basket update** offset by a **2.3% PDPM parity adjustment recalibration**[190](index=190&type=chunk) - The Biden Administration is considering implementing federal minimum staffing requirements for nursing homes, which, if unfunded, could have a material adverse impact on operators' financial condition[183](index=183&type=chunk) - CMS proposed a rule in February 2023 that would require SNFs to disclose information about entities like REITs that lease real estate to them, citing concerns about quality of care at facilities owned by investment firms[185](index=185&type=chunk) [Second Quarter of 2023 and Recent Highlights](index=65&type=section&id=Second%20Quarter%20of%202023%20and%20Recent%20Highlights) In Q2 2023, Omega acquired five facilities for **$128.6 million** and sold ten for **$44.7 million**, recording **$21.1 million** in impairments, while financially issuing **6.6 million shares** for **$201.6 million** and receiving a **$92.6 million** cash settlement from swap terminations, amidst ongoing operator issues with LaVie and Maplewood - Acquired **5 facilities for $128.6M** and sold **10 facilities for $44.7M** in net proceeds during Q2 2023[197](index=197&type=chunk) - Issued **6.6 million shares** of common stock under its ATM and DRSPP programs, generating **$201.6 million** in gross proceeds[199](index=199&type=chunk) - Terminated five forward starting swaps, receiving a **$92.6 million** net cash settlement[199](index=199&type=chunk) - Operator Maplewood short-paid rent by **$1.0 million** in both June and July 2023, and operator LaVie short-paid July 2023 rent by **$4.7 million**[203](index=203&type=chunk) [Results of Operations](index=70&type=section&id=Results%20of%20Operations) For Q2 2023, rental income increased by **$7.7 million** and impairments rose to **$21.1 million**, while for the six-month period, rental income decreased by **$20.1 million**, primarily due to lower revenue from cash-basis operators and a **$12.5 million** option termination payment Comparison of Operating Results (in thousands) | Account | Q2 2023 | Q2 2022 | Change | | :--- | :--- | :--- | :--- | | Rental income | $219,101 | $211,428 | $7,673 | | Interest income | $29,232 | $31,374 | $(2,142) | | Impairment on real estate properties | $21,114 | $7,695 | $13,419 | | Gain on assets sold – net | $12,243 | $25,180 | $(12,937) | - The Q2 2023 increase in rental income was driven by a **$9.5M** decrease in straight-line rent write-offs and **$7.1M** from acquisitions, partially offset by a **$12.0M** decrease from cash basis operators[206](index=206&type=chunk) - The six-month decrease in rental income was primarily due to a **$46.3M** net decrease from cash basis operators (including a **$12.5M** termination payment to Maplewood), partially offset by fewer write-offs and acquisition-related income[210](index=210&type=chunk) [Funds from Operations](index=75&type=section&id=Funds%20from%20Operations) Nareit FFO, a key performance measure, was **$155.2 million** for Q2 2023 and **$301.2 million** for the six months ended June 30, 2023, representing decreases from the prior-year periods Nareit FFO Reconciliation (in thousands) | Metric | Q2 2023 | Q2 2022 | Six Months 2023 | Six Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Net income | $61,521 | $91,915 | $98,366 | $287,071 | | Adjustments (Gains, Depreciation, Impairments) | $93,632 | $68,710 | $202,859 | $44,232 | | **Nareit FFO** | **$155,153** | **$160,625** | **$301,225** | **$331,303** | [Liquidity and Capital Resources](index=76&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2023, Omega had **$5.3 billion** in total debt (**58.3%** of capitalization, **99%** fixed-rate), **$356.5 million** in cash, and **$1.43 billion** available under its revolving credit facility, having raised **$203.9 million** through equity programs and subsequently repaid **$350 million** in senior notes - As of June 30, 2023, total debt was **$5.3 billion**, with a weighted average annual interest rate of **4.2%**, and **99%** of this debt has fixed interest payments[219](index=219&type=chunk)[220](index=220&type=chunk) - The company had **$1.43 billion** of availability under its revolving credit facility and **$730.5 million** remaining under its ATM Program as of June 30, 2023[221](index=221&type=chunk)[222](index=222&type=chunk)[227](index=227&type=chunk) - On August 1, 2023, the company repaid **$350 million** of 4.375% senior notes using available cash[221](index=221&type=chunk) Cash Flow Summary Comparison (in thousands) | Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Operating activities | $281,736 | $305,196 | | Investing activities | $(184,669) | $277,166 | | Financing activities | $(41,685) | $(436,756) | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=81&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, 2023, compared to what was disclosed in its 2022 Annual Report on Form 10-K - There were no material changes in the company's primary market risk exposures or how those exposures are managed during the quarter[240](index=240&type=chunk) [Item 4. Controls and Procedures](index=81&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, 2023, 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, 2023[243](index=243&type=chunk) - No material changes to the company's internal control over financial reporting were identified during the quarter[244](index=244&type=chunk) PART II - Other Information [Item 1. Legal Proceedings](index=83&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates by reference legal proceedings detailed in Note 18 of the Consolidated Financial Statements, including the settlement of a shareholder class action lawsuit and related ongoing derivative actions - The company refers to Note 18 for details on legal proceedings, which discusses the settlement of a securities class action lawsuit in Q2 2023 and other ongoing litigation[140](index=140&type=chunk)[245](index=245&type=chunk) [Item 1A. Risk Factors](index=83&type=section&id=Item%201A.%20Risk%20Factors) The company reports that there have been no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2022 - No material changes to risk factors were reported since the company's 2022 Annual Report on Form 10-K[246](index=246&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=83&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2023, Omega issued **17,839 common shares** in exchange for Omega OP Units via private placements, while no shares were repurchased under its authorized **$500 million** program - In Q2 2023, the company issued **17,839 shares** of common stock in exchange for an equal number of Omega OP Units[247](index=247&type=chunk) - No shares were repurchased during the second quarter of 2023 under the company's stock repurchase program[249](index=249&type=chunk) [Item 6. Exhibits](index=84&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including amendments to credit agreements, CEO and CFO certifications, and the Inline XBRL data files - Exhibits filed include amendments to credit agreements to conform to reference rate reform (SOFR), CEO/CFO certifications, and XBRL data[250](index=250&type=chunk)

Omega Healthcare Investors, Inc. (NYSE:OHI) Q1 2023 Earnings Conference Call May 3, 2023 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 Conference Call Participants Jonathan Hughes - Raymond James Connor Siversky - Wells Fargo Securities Michael Griffin - Citi Steven Valiquette - Barclays Joshua Dennerlein - ...

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 March 31, 2023 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. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or ...

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ 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. (Exact Name of Registrant as Specified in its Charter) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 303 International Circle, Suite 200, Hunt Valley, MD 21030 (Address ...

Omega Healthcare Investors, Inc. (NYSE:OHI) Q4 2022 Earnings Conference Call February 3, 2023 10:00 AM ET Company Participants Michele Reber - Senior Director, Asset Management Taylor Pickett - Chief Executive Officer Dan Booth - Chief Operating Officer Bob Stephenson - Chief Financial Officer Megan Krull - Senior Vice President, Operations Conference Call Participants Jonathan Hughes - Raymond James Michael Griffin - Citi Steven Valiquette - Barclays Joshua Dennerlein - Bank of America Georgi Dinkov - Mizu ...

Omega Healthcare Investors, Inc. (NYSE:OHI) Q3 2022 Earnings Conference Call November 3, 2022 10:00 AM ET Company Participants Michele Reber - Senior Director of Asset Management Taylor Pickett - Chief Executive Officer Robert Stephenson - Chief Financial Officer Daniel Booth - Chief Operating Officer Megan Krull - Senior Vice President of Operations Conference Call Participants Jonathan Hughes - Raymond James John Pawlowski - Green Street Advisors, LLC Michael Griffin - Citigroup Inc. David Rodgers - Rober ...

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, 2022 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. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation ...

Omega Healthcare Investors, Inc. (NYSE:OHI) Q2 2022 Results Conference Call August 2, 2022 10:00 AM ET Company Participants Michele Reber - Senior Director, Asset Management Taylor Pickett - Chief Executive Officer Dan Booth - Chief Operating Officer Bob Stephenson - Chief Financial Officer Megan Krull - Senior Vice President, Operations Conference Call Participants Connor Siversky - Berenberg Jonathan Hughes - Raymond James Dave Rodgers - Baird Michael Griffin - Citi Daniel Bernstein - Capital One Nick Yul ...

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, 2022 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. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or o ...

Omega Healthcare Investors, Inc. (NYSE:OHI) Q1 2022 Earnings Conference Call May 3, 2022 10:00 AM ET Company Participants Michele Reber - Senior Director, Asset Management Taylor Pickett - Chief Executive Officer Dan Booth - Chief Operating Officer Bob Stephenson - Chief Financial Officer Megan Krull - Senior Vice President, Operations Conference Call Participants Jonathan Hughes - Raymond James Sam Choe - Credit Suisse Nick Joseph - Citi Connor Siversky - Berenberg Rich Anderson - SMBC John Pawlowski - Gre ...