CONSOLIDATING FINANCIAL STATEMENTS | NOTE 16 – CONSOLIDATING FINANCIAL STATEMENTS As of June 30, 2015, we had outstanding: (i) $575 million 6.75% Senior Notes due 2022, (ii) $400 million 5.875% Senior Notes due 2024, (iii) $400 million 4.95% Senior Notes due 2024, (iv) $250 million 4.5% Senior Notes due 2025 and (v) $700 million 4.5% Senior Notes due 2027 (collectively, the “Senior Notes”). The Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of our 100% owned subsidiaries that guarantee other indebtedness of Omega or any of the subsidiary guarantors. All of our subsidiaries that guarantee the Senior Notes also guarantee amounts outstanding under the 2014 Credit Facilities. Any subsidiary that we properly designate as an “unrestricted subsidiary” under the indentures governing the high-yield Senior Notes due 2022 and 2024 will not provide guarantees of the Senior Notes or the First Amendment to Omega Credit Agreement. The following summarized condensed consolidating financial information segregates the financial information of the non-guarantor subsidiaries (which is comprised of 22 “unrestricted subsidiaries”) from the financial information of Omega Healthcare Investors, Inc. and the subsidiary guarantors under the Senior Notes. The results and financial position of acquired entities are included from the dates of their respective acquisitions. As of June 30, 2015, the 22 subsidiaries were required by relevant documentation to be added as subsidiary guarantors, and are therefore presented as subsidiary guarantors in the following table. Such subsidiaries were formally joined as subsidiary guarantors under the relevant documentation, effective August 2015. OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING BALANCE SHEETS Unaudited (in thousands, except per share amounts) June 30, 2015 Issuer & Subsidiary Guarantors Non-Guarantor Subsidiaries Elimination Company Consolidated ASSETS Real estate properties Land and buildings $ 6,216,154 $ 297,520 $ - $ 6,513,674 Less accumulated depreciation (879,004 ) (19,730 ) - (898,734 ) Real estate properties – net 5,337,150 277,790 - 5,614,940 Investments in direct financing leases 571,377 - - 571,377 Mortgage notes receivable 682,255 - - 682,255 6,590,782 277,790 - 6,868,572 Other investments 82,955 - - 82,955 6,673,737 277,790 - 6,951,527 Assets held for sale – net 15,903 - - 15,903 Total investments 6,689,640 277,790 - 6,967,430 Cash and cash equivalents 22,916 2,238 - 25,154 Restricted cash 7,056 14,489 - 21,545 Accounts receivable – net 183,681 5,356 - 189,037 Goodwill 526,807 16,286 - 543,093 Investment in affiliates 186,316 - (186,316 ) - Intercompany receivable - 1,692 (1,692 ) - Other assets 60,309 7 ,108 - 67,417 Total assets $ 7,676,725 $ 324,959 $ (188,008 ) $ 7,813,676 LIABILITIES AND EQUITY Revolving line of credit $ 351,000 $ - $ - $ 351,000 Term loan 500,000 - - 500,000 Secured borrowings 180,000 216,620 (133,552 ) 263,068 Unsecured borrowings – net 2,313,177 20,679 - 2,333,856 Accrued expenses and other liabilities 258,071 13,513 - 271,584 Deferred income taxes - 16,852 - 16,852 Total liabilities 3,602,248 267,664 (133,552 ) 3,736,360 Equity: Common stock 18,332 - - 18,332 Equity investment in affiliates - 46,318 (46,318 ) - Common stock – additional paid-in capital 4,503,180 - - 4,503,180 Cumulative net earnings 1,232,478 8 ,138 (8,138 ) 1,232,478 Cumulative dividends paid (2,047,257 ) - - (2,047,257 ) Accumulated other comprehensive income - 2,839 - 2,839 Total stockholders’ equity 3,706,733 57,295 (54,456 ) 3,709,572 Noncontrolling interest 367,744 - - 367,744 Total equity 4,074,477 57,295 (54,456 ) 4,077,316 Total liabilities and equity $ 7,676,725 $ 324,959 $ (188,008 ) $ 7,813,676 OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING BALANCE SHEETS Unaudited (in thousands, except per share amounts) December 31, 2014 Issuer & Subsidiary Guarantors Non-Guarantor Subsidiaries Elimination Company Consolidated ASSETS Real estate properties Land and buildings $ 3,108,597 $ 115,188 $ — $ 3,223,785 Less accumulated depreciation (805,679 ) (16,033 ) — (821,712 ) Real estate properties – net 2,302,918 99,155 — 2,402,073 Investments in direct financing leases 539,232 — — 539,232 Mortgage notes receivable 648,079 — — 648,079 3,490,229 99,155 — 3,589,384 Other investments 48,952 — — 48,952 3,539,181 99,155 — 3,638,336 Assets held for sale – net 12,792 — — 12,792 Total investments 3,551,973 99,155 — 3,651,128 Cash and cash equivalents 4,489 — — 4,489 Restricted cash 15,143 13,933 — 29,076 Accounts receivable – net 163,610 4,566 — 168,176 Investment in affiliates 7,941 — (7,941 ) — Intercompany receivable — 1,005 (1,005 ) — Other assets 60,820 7,956 — 68,776 Total assets $ 3,803,976 $ 126,615 $ (8,946 ) $ 3,921,645 LIABILITIES AND EQUITY Revolving line of credit $ 85,000 $ — $ — $ 85,000 Term loan 200,000 — — 200,000 Secured borrowings 167,379 84,075 — 251,454 Unsecured borrowings – net 1,821,302 20,747 — 1,842,049 Accrued expenses and other liabilities 128,968 12,847 — 141,815 Total liabilities 2,402,649 117,669 — 2,520,318 Equity: Common stock 12,761 — — 12,761 Common stock – additional paid-in-capital 2,136,234 — — 2,136,234 Cumulative net earnings 1,147,998 8,946 (8,946 ) 1,147,998 Cumulative dividends paid (1,895,666 ) — — (1,895,666 ) Total stockholders’ equity 1,401,327 8,946 (8,946 ) 1,401,327 Total liabilities and equity $ 3,803,976 $ 126,615 $ (8,946 ) $ 3,921,645 OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING STATEMENTS OF OPERATIONS Unaudited (in thousands, except per share amounts) Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Issuer & Subsidiary Guarantors Non – Guarantor Subsidiaries Elimination Consolidated Issuer & Subsidiary Guarantors Non – Guarantor Subsidiaries Elimination Consolidated Revenue Rental income $ 157,337 $ 5,775 $ - $ 163,112 $ 254,950 $ 9,126 $ - $ 264,076 Income from direct financing leases 15,020 - - 15,020 29,366 - - 29,366 Mortgage interest income 17,562 - - 17,562 34,141 - - 34,141 Other investment income – net 2,017 - - 2,017 3,548 - - 3,548 Total operating revenues 191,936 5,775 - 197,711 322,005 9,126 - 331,131 Expenses Depreciation and amortization 56,818 2,338 - 59,156 86,081 3,685 - 89,766 General and administrative 10,277 31 - 10,308 16,257 65 - 16,322 Acquisition costs 44,571 2,513 - 47,084 49,439 2,513 - 51,952 Impairment loss on real estate properties 6,916 - - 6,916 12,898 - - 12,898 Provision for uncollectible mortgages, notes and accounts receivable (7 ) - - (7 ) (9 ) - - (9 ) Total operating expenses 118,575 4,882 - 123,457 164,666 6,263 - 170,929 Income before other income and expense 73,361 893 - 74,254 157,339 2,863 - 160,202 Other income (expense): Interest income 3 4 - 7 192 8 - 200 Interest expense (35,984 ) (2,264 ) - (38,248 ) (67,119 ) (3,488 ) - (70,607 ) Interest – amortization of deferred financing costs (1,820 ) (6 ) - (1,826 ) (3,168 ) (11 ) - (3,179 ) Interest – refinancing gain (costs) 1,016 - - 1,016 (8,361 ) - - (8,361 ) Equity in earnings (1,553 ) - 1,553 - (808 ) - 808 - Total other expense (38,338 ) (2,266 ) 1,553 (39,051 ) (79,264 ) (3,491 ) 808 (81,947 ) Income before gain on assets sold 35,023 (1,373 ) 1,553 35,203 78,075 (6 28 ) 808 78,255 Gain on assets sold – net 8,802 - - 8,802 8,802 - - 8,802 Income from continuing operations before income taxes 43,825 (1,373 ) 1,553 44,005 86,877 (628 ) 808 87,057 Income taxes (359 ) (180 ) - (539 ) (359 ) (180 ) - (539 ) Net income 43,466 (1,553 ) 1,553 43,466 86,518 (808 ) 808 86,518 Net income attributable to noncontrolling interest (2,038 ) 73 (73 ) (2,038 ) (2,038 ) 73 (73 ) (2,038 ) Net income available to common stockholders $ 41,428 $ (1,480 ) $ 1,480 $ 41,428 $ 84,480 $ (735 ) $ 735 $ 84,480 OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING STATEMENTS OF OPERATIONS Unaudited (in thousands, except per share amounts) Three Months Ended June 30, 2014 Six Months Ended June 30, 2014 Issuer & Subsidiary Guarantors Non – Guarantor Subsidiaries Elimination Consolidated Issuer & Subsidiary Guarantors Non – Guarantor Subsidiaries Elimination Consolidated Revenue Rental income $ 92,967 $ 3,275 $ - $ 96,242 $ 185,609 $ 6,551 $ - $ 192,160 Income from direct financing leases 14,146 - - 14,146 28,230 - - 28,230 Mortgage interest income 9,923 - - 9,923 19,249 - - 19,249 Other investment income – net 1,489 - - 1,489 3,162 - - 3,162 Total operating revenues 118,525 3,275 - 121,800 236,250 6,551 - 242,801 Expenses Depreciation and amortization 29,995 1,306 - 31,301 60,138 2,607 - 62,745 General and administrative 6,267 30 - 6,297 12,732 62 - 12,794 Acquisition costs 45 - - 45 140 - - 140 Impairment loss on real estate properties 1,558 - - 1,558 1,558 - - 1,558 Provision for uncollectible mortgages, notes and accounts receivable 2,761 - - 2,761 2,745 - - 2,745 Total operating expenses 40,626 1,336 - 41,962 77,313 2,669 - 79,982 Income before other income and expense 77,899 1,939 - 79,838 158,937 3,882 - 162,819 Other income (expense): Interest income 13 4 - 17 18 7 - 25 Interest expense (28,208 ) (1,239 ) - (29,447 ) (54,037 ) (2,491 ) - (56,528 ) Interest – amortization of deferred financing costs (940 ) (6 ) - (946 ) (1,857 ) (11 ) - (1,868 ) Interest – refinancing gain (costs) (2,645 ) - - (2,645 ) (4,685 ) - - (4,685 ) Equity in earnings 698 - (698 ) - 1,387 - (1,387 ) - Total other expense (31,082 ) (1,241 ) (698 ) (33,021 ) (59,174 ) (2,495 ) (1,387 ) (63,056 ) Income before gain on assets sold 46,817 698 (698 ) 46,817 99,763 1,387 (1,387 ) 99,763 Gain on assets sold – net - - - - 2,883 - - 2,883 Net income available to common stockholders $ 46,817 $ 698 $ (698 ) $ 46,817 $ 102,646 $ 1,387 $ (1,387 ) $ 102,646 OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited (in thousands) Six Months Ended June 30, 2015 Issuer & Subsidiary Guarantors Non-Guarantor Subsidiaries Elimination Company Consolidated Cash flows from operating activities Net income $ 86,518 $ (808 ) $ 808 $ 86,518 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 86,081 3,685 — 89,766 Provision for impairment on real estate properties 12,898 — — 12,898 Provision for uncollectible mortgages, notes and accounts receivable (9 ) — — (9 ) Amortization of deferred financing and debt extinguishment costs 11,529 11 — 11,540 Accretion of direct financing leases (5,321 ) — — (5,321 ) Stock-based compensation 4,483 — — 4,483 Gain on assets sold – net (8,802 ) — — (8,802 ) Amortization of acquired in-place leases - net (2,883 ) — — (2,883 ) Change in operating assets and liabilities – net of amounts assumed/acquired: Accounts receivable, net 1,129 — — 1,129 Straight-line rent receivables (15,085 ) (786 ) — (15,871 ) Lease inducements (328 ) — — (328 ) Effective yield receivable on mortgage notes (2,253 ) — — (2,253 ) Other operating assets and liabilities 22,921 112 (808 ) 22,225 Net cash provided by operating activities 190,878 2,214 — 193,092 Cash flows from investing activities Acquisition of real estate – net of liabilities assumed and escrows acquired (6,300 ) (177,484 ) — (183,784 ) Cash acquired in merger 84,858 — — 84,858 Investment in construction in progress (15,913 ) — — (15,913 ) Investment in U.K. subsidiary (179,870 ) 179,870 — — Placement of mortgage loans (4,701 ) — — (4,701 ) Proceeds from sale of real estate investments 26,846 — — 26,846 Capital improvements to real estate investments (9,879 ) (1,472 ) — (11,351 ) Proceeds from other investments 14,206 — — 14,206 Investments in other investments (36,600 ) — — (36,600 ) Collection of mortgage principal 1,735 — — 1,735 Net cash (used in) provided by investing activities (125,618 ) 914 — (124,704 ) Cash flows from financing activities Proceeds from credit facility borrowings 782,000 — — 782,000 Payments on credit facility borrowings (516,000 ) — — (516,000 ) Receipts of other long-term borrowings 989,822 — — 989,822 Payments of other long-term borrowings (1,586,660 ) (931 ) — (1,587,591 ) Payments of financing related costs (26,123 ) — — (26,123 ) Receipts from dividend reinvestment plan 30,111 — — 30,111 Payments for exercised options and restricted stock – net (6,982 ) — — (6,982 ) Net proceeds from issuance of common stock 440,036 — — 440,036 Dividends paid (151,387 ) — — (151,387 ) Distributions to OP Unit holders (1,650 ) — — (1,650 ) Net cash used in financing activities (46,833 ) (931 ) — (47,764 ) Increase in cash and cash equivalents 18,427 2,197 — 20,624 Effect of foreign currency translation on cash and cash equivalents — 41 — 41 Cash and cash equivalents at beginning of period 4,489 — — 4,489 Cash and cash equivalents at end of period $ 22,916 $ 2,238 $ — $ 25,154 OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited (in thousands) Six Months Ended June 30, 2014 Issuer & Subsidiary Guarantors Non-Guarantor Subsidiaries Elimination Company Consolidated Cash flows from operating activities Net income $ 102,646 $ 1,387 $ (1,387 ) $ 102,646 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 60,138 2,607 — 62,745 Provision for impairment on real estate properties 1,558 — — 1,558 Provision for uncollectible mortgages, notes and accounts receivable 2,745 — — 2,745 Amortization of deferred financing and debt extinguishment costs 6,542 11 — 6,553 Accretion of direct financing leases (4,764 ) — — (4,764 ) Stock-based compensation 4,548 — — 4,548 Gain on assets sold – net (2,883 ) — — (2,883 ) Amortization of acquired in-place leases - net (2,571 ) — — (2,571 ) Change in operating assets and liabilities – net of amounts assumed/acquired: Accounts receivable, net 912 — — 912 Straight-line rent receivables (10,091 ) (610 ) — (10,701 ) Lease inducements 1,362 — — 1,362 Effective yield receivable on mortgage notes (584 ) — — (584 ) Other operating assets and liabilities 5,891 (2,089 ) 1,387 5,189 Net cash provided by operating activities 165,449 1,306 — 166,755 Cash flows from investing activities Acquisition of real estate – net of liabilities assumed and escrows acquired (22,000 ) — — (22,000 ) Placement of mortgage loans (528,343 ) — — (528,343 ) Proceeds from sale of real estate investments 3,924 — — 3,924 Capital improvements to real estate investments (7,953 ) (409 ) — (8,362 ) Proceeds from other investments 2,345 — — 2,345 Investments in other investments (5,379 ) — — (5,379 ) Collection of mortgage principal 117,522 — — 117,522 Net cash used in investing activities (439,884 ) (409 ) — (440,293 ) Cash flows from financing activities Proceeds from credit facility borrowings 590,000 — — 590,000 Payments on credit facility borrowings (646,000 ) — — (646,000 ) Receipts of other long-term borrowings 594,320 — — 594,320 Payments of other long-term borrowings (201,593 ) (897 ) — (202,490 ) Payments of financing related costs (12,740 ) — — (12,740 ) Receipts from dividend reinvestment plan 45,804 — — 45,804 Payments for exercised options and restricted stock – net (943 ) — — (943 ) Net proceeds from issuance of common stock 57,152 — — 57,152 Dividends paid (125,492 ) — — (125,492 ) Net cash provided by (used in) financing activities 300,508 (897 ) — 299,611 Increase in cash and cash equivalents 26,073 — — 26,073 Cash and cash equivalents at beginning of period 2,616 — — 2,616 Cash and cash equivalents at end of period $ 28,689 $ — $ — $ 28,689 |