CONSOLIDATING FINANCIAL STATEMENTS | NOTE 16 – CONSOLIDATING FINANCIAL STATEMENTS As of September 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, (v) $600 million 5.25% Senior Notes due 2026 and (vi) $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. The following summarized condensed consolidating financial information segregates the financial information of the non-guarantor subsidiaries from the financial information of Omega Healthcare Investors, Inc. and the subsidiary guarantors under the Senior Notes. Our non-guarantor subsidiaries include all subsidiaries securing secured debt that is currently outstanding and our U.K. subsidiaries. The results and financial position of acquired entities are included from the dates of their respective acquisitions. The 2014 financial statements presented below have been adjusted to reflect our current guarantor and non-guarantor relationships as of September 30, 2015. OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING BALANCE SHEETS Unaudited (in thousands, except per share amounts) September 30, 2015 Issuer & Non-Guarantor Elimination Consolidated ASSETS Real estate properties Land and buildings $ 6,127,862 $ 595,617 $ - $ 6,723,479 Less accumulated depreciation (930,028 ) (28,505 ) - (958,533 ) Real estate properties – net 5,197,834 567,112 - 5,764,946 Investments in direct financing leases – net 584,333 - - 584,333 Mortgage notes receivable 673,759 - - 673,759 6,455,926 567,112 - 7,023,038 Other investments 84,684 - - 84,684 6,540,610 567,112 - 7,107,722 Assets held for sale – net 10,371 - - 10,371 Total investments 6,550,981 567,112 - 7,118,093 Cash and cash equivalents 10,334 4,985 - 15,319 Restricted cash 7,065 16,334 - 23,399 Accounts receivable – net 190,838 8,019 - 198,857 Goodwill 539,068 15,681 - 554,749 Investment in affiliates 335,842 - (335,842 ) - Other assets 677,453 5,613 - 683,066 Total assets $ 8,311,581 $ 617,744 $ (335,842 ) $ 8,593,483 LIABILITIES AND EQUITY Revolving line of credit $ 550,000 $ - $ - $ 550,000 Term loans 500,000 - - 500,000 Secured borrowings – net - 391,147 (128,588 ) 262,559 Unsecured borrowings – net 2,932,358 - - 2,932,358 Accrued expenses and other liabilities 260,622 7,068 - 267,690 Deferred income taxes - 16,225 - 16,225 Intercompany payable - 25,281 (25,281 ) - Total liabilities 4,242,980 439,721 (153,869 ) 4,528,832 Equity: Common stock 18,495 - - 18,495 Equity investment in affiliates - 162,218 (162,218 ) - Common stock – additional paid-in capital 4,521,448 - - 4,521,448 Cumulative net earnings 1,311,880 15,761 (15,761 ) 1,311,880 Cumulative dividends paid (2,148,833 ) - - (2,148,833 ) Accumulated other comprehensive income (loss) - 44 (3,994 ) (3,950 ) Total stockholders’ equity 3,702,990 178,023 (181,973 ) 3,699,040 Noncontrolling interest 365,611 - - 365,611 Total equity 4,068,601 178,023 (181,973 ) 4,064,651 Total liabilities and equity $ 8,311,581 $ 617,744 $ (335,842 ) $ 8,593,483 December 31, 2014 Issuer & Non-Guarantor Elimination 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 28,688 — (28,688 ) — Other assets 60,820 7,956 — 68,776 Total assets $ 3,824,723 $ 125,610 $ (28,688 ) $ 3,921,645 LIABILITIES AND EQUITY Revolving line of credit $ 85,000 $ — $ — $ 85,000 Term loan 200,000 — — 200,000 Secured borrowings – net 167,379 84,075 — 251,454 Unsecured borrowings – net 1,842,049 — — 1,842,049 Accrued expenses and other liabilities 128,968 12,847 — 141,815 Intercompany payable — 19,742 (19,742 ) — Total liabilities 2,423,396 116,664 (19,742 ) 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 $ 3,824,723 $ 125,610 $ (28,688 ) $ 3,921,645 OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING STATEMENTS OF OPERATIONS Unaudited (in thousands, except per share amounts) Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Issuer & Non – Elimination Consolidated Issuer & Non – Elimination Consolidated Revenue Rental income $ 152,053 $ 14,570 $ - $ 166,623 $ 399,416 $ 31,283 $ - $ 430,699 Income from direct financing leases 15,216 - - 15,216 44,582 - - 44,582 Mortgage interest income 17,195 - - 17,195 51,336 - - 51,336 Other investment income – net 2,940 - - 2,940 6,488 - - 6,488 Total operating revenues 187,404 14,570 - 201,974 501,822 31,283 - 533,105 Expenses Depreciation and amortization 54,294 5,849 - 60,143 137,379 12,530 - 149,909 General and administrative 10,058 102 - 10,160 26,186 296 - 26,482 Acquisition and merger related costs 3,555 - - 3,555 52,994 2,513 - 55,507 Impairment loss on real estate properties 1,743 - - 1,743 14,641 - - 14,641 Provision for uncollectible mortgages, notes and accounts receivable 301 - - 301 292 - - 292 Total operating expenses 69,951 5,951 - 75,902 231,492 15,339 - 246,831 Income before other income and expense 117,453 8,619 - 126,072 270,330 15,944 - 286,274 Other income (expense): Interest income 1 4 - 5 193 12 - 205 Interest expense (33,968 ) (4,201 ) - (38,169 ) (100,099 ) (8,677 ) - (108,776 ) Interest – amortization of deferred financing costs (1,852 ) (5 ) - (1,857 ) (5,020 ) (16 ) - (5,036 ) Interest – refinancing costs - - - - (8,361 ) - - (8,361 ) Equity in earnings 4,149 - (4,149 ) - 6,815 - (6,815 ) - Total other expense (31,670 ) (4,202 ) (4,149 ) (40,021 ) (106,472 ) (8,681 ) (6,815 ) (121,968 ) Income before gain (loss) on assets sold 85,783 4,417 (4,149 ) 86,051 163,858 7,263 (6,815 ) 164,306 (Loss) gain on assets sold – net (2,391 ) - - (2,391 ) 6,411 - - 6,411 Income from continuing operations before income taxes 83,392 4,417 (4,149 ) 83,660 170,269 7,263 (6,815 ) 170,717 Income taxes (138 ) (268 ) - (406 ) (497 ) (448 ) - (945 ) Net income 83,254 4,149 (4,149 ) 83,254 169,772 6,815 (6,815 ) 169,772 Net income attributable to noncontrolling interest (3,852 ) - - (3,852 ) (5,890 ) - - (5,890 ) Net income available to common stockholders $ 79,402 $ 4,149 $ (4,149 ) $ 79,402 $ 163,882 $ 6,815 $ (6,815 ) $ 163,882 Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 Issuer & Non – Elimination Consolidated Issuer & Non – Elimination Consolidated Revenue Rental income $ 94,241 $ 3,295 $ - $ 97,536 $ 279,850 $ 9,846 $ - $ 289,696 Income from direct financing leases 14,211 - - 14,211 42,441 - - 42,441 Mortgage interest income 16,883 - - 16,883 36,132 - - 36,132 Other investment income – net 2,035 - - 2,035 5,197 - - 5,197 Total operating revenues 127,370 3,295 - 130,665 363,620 9,846 - 373,466 Expenses Depreciation and amortization 28,789 1,322 - 30,111 88,927 3,929 - 92,856 General and administrative 5,957 30 - 5,987 18,689 92 - 18,781 Acquisition costs 259 - - 259 399 - - 399 Provision for impairment on real estate properties 2,102 - - 2,102 3,660 - - 3,660 Provision for uncollectible mortgages, notes and accounts receivable (15 ) - - (15 ) 2,730 - - 2,730 Total operating expenses 37,092 1,352 - 38,444 114,405 4,021 - 118,426 Income before other income and expense 90,278 1,943 - 92,221 249,215 5,825 - 255,040 Other income (expense): Interest income 7 4 - 11 25 11 - 36 Interest expense (30,057 ) (816 ) - (30,873 ) (84,920 ) (2,481 ) - (87,401 ) Interest – amortization of deferred financing costs (1,238 ) (5 ) - (1,243 ) (3,095 ) (16 ) - (3,111 ) Interest – refinancing gain (costs) 1,617 - - 1,617 (3,068 ) - - (3,068 ) Equity in earnings 1,126 - (1,126 ) - 3,339 - (3,339 ) - Total other expense (28,545 ) (817 ) (1,126 ) (30,488 ) (87,719 ) (2,486 ) (3,339 ) (93,544 ) Income before gain (loss) on assets sold 61,733 1,126 (1,126 ) 61,733 161,496 3,339 (3,339 ) 161,496 (Loss) gain on assets sold – net (20 ) - - (20 ) 2,863 - - 2,863 Net income available to common stockholders $ 61,713 $ 1,126 $ (1,126 ) $ 61,713 $ 164,359 $ 3,339 $ (3,339 ) $ 164,359 OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited (in thousands) Nine Months Ended September 30, 2015 Issuer & Non-Guarantor Elimination Consolidated Cash flows from operating activities Net income $ 169,772 $ 6,815 $ (6,815 ) $ 169,772 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 137,379 12,530 — 149,909 Provision for impairment on real estate properties 14,641 — — 14,641 Provision for uncollectible mortgages, notes and accounts receivable 292 — — 292 Amortization of deferred financing and refinancing costs 13,381 16 — 13,397 Accretion of direct financing leases (8,124 ) — — (8,124 ) Stock-based compensation 6,682 — — 6,682 Gain on assets sold – net (6,411 ) — — (6,411 ) Amortization of acquired in-place leases - net (4,264 ) — — (4,264 ) Change in operating assets and liabilities – net of amounts assumed/acquired: Accounts receivable, net 315 — — 315 Straight-line rent receivables (23,091 ) (3,474 ) — (26,565 ) Lease inducements 347 — — 347 Effective yield receivable on mortgage notes (3,159 ) — — (3,159 ) Other operating assets and liabilities 9,511 (354 ) 6,815 15,972 Net cash provided by operating activities 307,271 15,533 — 322,804 Cash flows from investing activities Acquisition of real estate – net of liabilities assumed and escrows acquired (110,806 ) (177,484 ) — (288,290 ) Cash acquired in merger 84,858 — — 84,858 Investment in construction in progress (145,276 ) — — (145,276 ) Investment in U.K. subsidiary (170,245 ) 170,245 — — Investment in direct financing leases (6,793 ) — — (6,793 ) Placement of mortgage loans (7,601 ) — — (7,601 ) Proceeds from sale of real estate investments 41,541 — — 41,541 Capital improvements to real estate investments (16,356 ) (1,798 ) — (18,154 ) Proceeds from other investments 37,428 — — 37,428 Investments in other investments (49,489 ) — — (49,489 ) Collection of mortgage principal 1,025 — — 1,025 Net cash used in investing activities (341,714 ) (9,037 ) — (350,751 ) Cash flows from financing activities Proceeds from credit facility borrowings 1,704,000 — — 1,704,000 Payments on credit facility borrowings (1,239,000 ) — — (1,239,000 ) Receipts of other long-term borrowings 1,588,124 — — 1,588,124 Payments of other long-term borrowings (1,586,661 ) (1,402 ) — (1,588,063 ) Payments of financing related costs (30,709 ) — — (30,709 ) Escrow deposit for other long-term borrowing (614,998 ) — — (614,998 ) Receipts from dividend reinvestment plan 65,665 — — 65,665 Payments for exercised options and restricted stock – net (26,168 ) — — (26,168 ) Net proceeds from issuance of common stock 439,738 — — 439,738 Dividends paid (253,105 ) — — (253,105 ) Distributions to OP Unit holders (6,598 ) — — (6,598 ) Net cash provided by (used in) financing activities 40,288 (1,402 ) — 38,886 Increase in cash and cash equivalents 5,845 5,094 — 10,939 Effect of foreign currency translation on cash and cash equivalents — (109 ) — (109 ) Cash and cash equivalents at beginning of period 4,489 — — 4,489 Cash and cash equivalents at end of period $ 10,334 $ 4,985 $ — $ 15,319 Nine Months Ended September 30, 2014 Issuer & Non-Guarantor Elimination Consolidated Cash flows from operating activities Net income $ 164,359 $ 3,339 $ (3,339 ) $ 164,359 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 88,927 3,929 — 92,856 Provision for impairment on real estate properties 3,660 — — 3,660 Provision for uncollectible mortgages, notes and accounts receivable 2,730 — — 2,730 Amortization of deferred financing and refinancing costs 6,163 16 — 6,179 Accretion of direct financing leases (7,242 ) — — (7,242 ) Stock-based compensation 6,570 — — 6,570 Gain on assets sold – net (2,863 ) — — (2,863 ) Amortization of acquired in-place leases - net (3,779 ) — — (3,779 ) Change in operating assets and liabilities – net of amounts assumed/acquired: Accounts receivable, net (2,252 ) — — (2,252 ) Straight-line rent receivables (15,003 ) (916 ) — (15,919 ) Lease inducements 2,009 — — 2,009 Effective yield receivable on mortgage notes (1,731 ) — — (1,731 ) Other operating assets and liabilities 15,407 (3,729 ) 3,339 15,017 Net cash provided by operating activities 256,955 2,639 — 259,594 Cash flows from investing activities Acquisition of real estate – net of liabilities assumed and escrows acquired (47,500 ) — — (47,500 ) Placement of mortgage loans (528,780 ) — — (528,780 ) Proceeds from sale of real estate investments 4,054 — — 4,054 Capital improvements to real estate investments (11,396 ) (1,288 ) — (12,684 ) Proceeds from other investments 7,952 — — 7,952 Investments in other investments (6,711 ) — — (6,711 ) Collection of mortgage principal 122,705 — — 122,705 Net cash used in investing activities (459,676 ) (1,288 ) — (460,964 ) Cash flows from financing activities Proceeds from credit facility borrowings 756,000 — — 756,000 Payments on credit facility borrowings (1,079,000 ) — — (1,079,000 ) Receipts of other long-term borrowings 842,148 — — 842,148 Payments of other long-term borrowings (236,681 ) (1,351 ) — (238,032 ) Payments of financing related costs (17,319 ) — — (17,319 ) Receipts from dividend reinvestment plan 66,263 — — 66,263 Payments for exercised options and restricted stock – net (1,582 ) — — (1,582 ) Net proceeds from issuance of common stock 61,997 — — 61,997 Dividends paid (191,269 ) — — (191,269 ) Net cash provided by (used in) financing activities 200,557 (1,351 ) — 199,206 Decrease in cash and cash equivalents (2,164 ) — — (2,164 ) Cash and cash equivalents at beginning of period 2,616 — — 2,616 Cash and cash equivalents at end of period $ 452 $ — $ — $ 452 |