CONSOLIDATING FINANCIAL STATEMENTS | NOTE 16 – CONSOLIDATING FINANCIAL STATEMENTS As of March 31, 2016, we had outstanding: (i) $400 million 5.875% Senior Notes due 2024, (ii) $400 million 4.95% Senior Notes due 2024, (iii) $250 million 4.5% Senior Notes due 2025, (iv) $600 million 5.25% Senior Notes due 2026 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 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 Omega Credit Facilities and 2015 term loan listed in Note 12 – Borrowing Activities and Arrangements. In addition, all such subsidiary guarantors that are subsidiaries of Omega OP also guarantee amounts outstanding under the Omega OP term loan listed in Note 12 – Borrowing Activities and Arrangements. 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, among others, 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 2015 financial statements presented below have been adjusted to reflect our current guarantor and non-guarantor relationships as of March 31, 2016. CONSOLIDATING BALANCE SHEET Unaudited (in thousands, except per share amounts) March 31, 2016 Issuer & Subsidiary Guarantors Non – Guarantor Subsidiaries Elimination Consolidated ASSETS Real estate properties Land and buildings $ 6,518,739 $ 570,221 $ — $ 7,088,960 Less accumulated depreciation (1,034,122 ) (32,901 ) — (1,067,023 ) Real estate properties – net 5,484,617 537,320 — 6,021,937 Investment in direct financing leases 590,622 — — 590,622 Mortgage notes receivable – net 660,569 — — 660,569 6,735,808 537,320 — 7,273,128 Other investments – net 203,832 — — 203,832 6,939,640 537,320 — 7,476,960 Assets held for sale – net 73,589 — — 73,589 Total investments 7,013,229 537,320 — 7,550,549 Cash and cash equivalents 8,985 422 — 9,407 Restricted cash 7,106 5,221 — 12,327 Accounts receivable – net 202,947 5,322 — 208,269 Goodwill 630,678 14,890 — 645,568 Investment in affiliates 433,085 3,717 (436,802 ) — Other assets 60,728 128,604 — 189,332 Total assets $ 8,356,758 $ 695,496 $ (436,802 ) $ 8,615,452 LIABILITIES AND EQUITY Revolving line of credit $ 530,000 $ — $ — $ 530,000 Term loan 1,100,000 — — 1,100,000 Secured borrowings — 369,518 (133,623 ) 235,895 Unsecured borrowings – net 2,353,297 — — 2,353,297 Accrued expenses and other liabilities 320,928 8,004 — 328,932 Deferred income taxes — 14,795 — 14,795 Intercompany payable — 10,916 (10,916 ) — Total liabilities 4,304,225 403,233 (144,539 ) 4,562,919 Stockholders’ equity: Common stock 18,817 — — 18,817 Equity investment in affiliates — 274,634 (274,634 ) — Common stock – additional paid-in capital 4,629,423 — — 4,629,423 Cumulative net earnings 1,428,077 17,564 (17,564 ) 1,428,077 Cumulative dividends paid (2,361,580 ) — — (2,361,580 ) Accumulated other comprehensive income (loss) (21,702 ) 103 (103 ) (21,702 ) Total stockholders’ equity 3,693,035 292,301 (292,301 ) 3,693,035 Noncontrolling interest 359,498 (38 ) 38 359,498 Total equity 4,052,533 292,263 (292,263 ) 4,052,533 Total liabilities and equity $ 8,356,758 $ 695,496 $ (436,802 ) $ 8,615,452 CONSOLIDATING BALANCE SHEET Unaudited (in thousands, except per share amounts) December 31, 2015 Issuer & Subsidiary Guarantors Non – Guarantor Subsidiaries Elimination Consolidated ASSETS Real estate properties Land and buildings $ 6,184,507 $ 559,451 $ — $ 6,743,958 Less accumulated depreciation (991,314 ) (27,836 ) — (1,019,150 ) Real estate properties – net 5,193,193 531,615 — 5,724,808 Investment in direct financing leases 587,701 — — 587,701 Mortgage notes receivable – net 679,795 — — 679,795 6,460,689 531,615 — 6,992,304 Other investments – net 89,299 — — 89,299 6,549,988 531,615 — 7,081,603 Assets held for sale – net 6,599 — — 6,599 Total investments 6,556,587 531,615 — 7,088,202 Cash and cash equivalents 1,592 3,832 — 5,424 Restricted cash 8,058 6,549 — 14,607 Accounts receivable – net 196,107 7,755 — 203,862 Goodwill 630,404 15,279 — 645,683 Investment in affiliates 300,409 — (300,409 ) — Other assets 53,732 7,499 — 61,231 Total assets $ 7,746,889 $ 572,529 $ (300,409 ) $ 8,019,009 LIABILITIES AND EQUITY Revolving line of credit $ 230,000 $ — $ — $ 230,000 Term loan 750,000 — — 750,000 Secured borrowings — 361,460 (125,256 ) 236,204 Unsecured borrowings – net 2,352,882 — — 2,352,882 Accrued expenses and other liabilities 326,815 6,891 — 333,706 Deferred income taxes — 15,352 — 15,352 Intercompany payable (13,673 ) 13,673 — — Total liabilities 3,646,024 397,376 (125,256 ) 3,918,144 Stockholders’ equity: Common stock 18,740 — — 18,740 Equity investment in affiliates — 156,830 (156,830 ) — Common stock – additional paid-in capital 4,609,474 — — 4,609,474 Cumulative net earnings 1,372,522 18,246 (18,246 ) 1,372,522 Cumulative dividends paid (2,254,038 ) — — (2,254,038 ) Accumulated other comprehensive income (loss) (8,712 ) 77 (77 ) (8,712 ) Total stockholders’ equity 3,737,986 175,153 (175,153 ) 3,737,986 Noncontrolling interest 362,879 — — 362,879 Total equity 4,100,865 175,153 (175,153 ) 4,100,865 Total liabilities and equity $ 7,746,889 $ 572,529 $ (300,409 ) $ 8,019,009 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (in thousands, except per share amounts) Three Months Ended March 31, 2016 Issuer & Subsidiary Guarantors Non – Guarantor Subsidiaries Elimination Consolidated Revenue Rental income $ 163,393 $ 13,310 $ - $ 176,703 Income from direct financing leases 15,442 - - 15,442 Mortgage interest income 16,606 - - 16,606 Other investment income – net 4,128 - - 4,128 Total operating revenues 199,569 13,310 - 212,879 Expenses Depreciation and amortization 57,279 5,154 - 62,433 General and administrative 10,343 112 - 10,455 Acquisition costs 2,429 1,342 - 3,771 Impairment loss on real estate properties 34,340 218 - 34,558 Provisions for uncollectible mortgages, notes and accounts receivable 1,862 3,262 - 5,124 Total operating expenses 106,253 10,088 - 116,341 Income before other income and expense 93,316 3,222 - 96,538 Other income (expense): Interest income 5 3 - 8 Interest expense (33,389 ) (3,833 ) - (37,222 ) Interest – amortization of deferred financing costs (2,126 ) (6 ) - (2,132 ) Interest – refinancing costs (298 ) - - (298 ) Realized loss on foreign exchange (22 ) - - (22 ) Equity in earnings (682 ) - 682 - Total other expense (36,512 ) (3,836 ) 682 (39,666 ) Income before gain (loss) on assets sold 56,804 (614 ) 682 56,872 Gain on assets sold - net 1,571 - - 1,571 Income from continuing operations before income taxes 58,375 (614 ) 682 58,443 Income taxes (141 ) (106 ) - (247 ) Net income 58,234 (720 ) 682 58,196 Net income attributable to noncontrolling interest (2,679 ) 38 - (2,641 ) Net income available to common stockholders $ 55,555 $ (682 ) $ 682 $ 55,555 Net income $ 58,234 $ (720 ) $ 682 $ 58,196 Other comprehensive loss – foreign currency translation (4,730 ) - - (4,730 ) Other comprehensive loss – cash flow hedges (8,876 ) - - (8,876 ) Total comprehensive income 44,628 (720 ) 682 44,590 (Deduct) add: comprehensive income (loss) attributable to noncontrolling interest (2,063 ) 38 - (2,025 ) Comprehensive income attributable to common stockholders $ 42,565 $ (682 ) $ 682 $ 42,565 CONSOLIDATING STATEMENTS OF OPERATIONS Unaudited (in thousands, except per share amounts) Three Months Ended March 31, 2015 Issuer & Subsidiary Guarantors Non – Guarantor Subsidiaries Elimination Consolidated Revenue Rental income $ 98,589 $ 2,375 $ - $ 100,964 Income from direct financing leases 14,346 - - 14,346 Mortgage interest income 16,579 - - 16,579 Other investment income – net 1,531 - - 1,531 Total operating revenues 131,045 2,375 - 133,420 Expenses Depreciation and amortization 29,611 999 - 30,610 General and administrative 5,985 29 - 6,014 Acquisition costs 4,868 - - 4,868 Provision for impairment on real estate properties 5,982 - - 5,982 Provision for uncollectible mortgages, notes and accounts receivable (2 ) - - (2 ) Total operating expenses 46,444 1,028 - 47,472 Income before other income and expense 84,601 1,347 - 85,948 Other income (expense): Interest income 190 3 - 193 Interest expense (31,842 ) (517 ) - (32,359 ) Interest – amortization of deferred financing costs (1,348 ) (5 ) - (1,353 ) Interest – refinancing costs (9,377 ) - - (9,377 ) Equity in earnings 828 - (828 ) - Total other expense (41,549 ) (519 ) (828 ) (42,896 ) Net income available to common stockholders $ 43,052 $ 828 $ (828 ) $ 43,052 CONSOLIDATING STATEMENTS OF CASH FLOWS Unaudited (in thousands) Three Months Ended March 31, 2016 Issuer & Subsidiary Guarantors Non-Guarantor Subsidiaries Elimination Consolidated Cash flows from operating activities Net income $ 58,234 $ (720 ) $ 682 $ 58,196 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 57,279 5,154 — 62,433 Provision for impairment on real estate properties 34,340 218 — 34,558 Provision for uncollectible mortgages, notes and accounts receivable 1,862 3,262 — 5,124 Amortization of deferred financing and refinancing costs 2,424 6 — 2,430 Accretion of direct financing leases (2,921 ) — — (2,921 ) Stock-based compensation 2,778 — — 2,778 Gain on assets sold – net (1,571 ) — — (1,571 ) Amortization of acquired in-place leases - net (4,300 ) — — (4,300 ) Change in operating assets and liabilities – net of amounts assumed/acquired: Accounts receivable, net 581 (21 ) — 560 Straight-line rent receivables (9,111 ) (836 ) — (9,947 ) Lease inducements 647 — — 647 Effective yield receivable on mortgage notes (819 ) — — (819 ) Other operating assets and liabilities (10,793 ) (8,514 ) (682 ) (19,989 ) Net cash provided by (used in) operating activities 128,630 (1,451 ) — 127,179 Cash flows from investing activities Acquisition of real estate – net of liabilities assumed and escrows acquired (401,700 ) (14,404 ) — (416,104 ) Investment in construction in progress (16,316 ) — — (16,316 ) Deposit to acquire real estate — (113,816 ) — (113,816 ) Investment in U.K. subsidiary (127,239 ) 127,239 — — Placement of mortgage loans (6,162 ) — — (6,162 ) Proceeds from sale of real estate investments 2,392 — — 2,392 Capital improvements to real estate investments (9,004 ) (540 ) — (9,544 ) Proceeds from other investments 1,461 — — 1,461 Investments in other investments (116,003 ) — — (116,003 ) Collection of mortgage principal 312 — — 312 Net cash used in investing activities (672,259 ) (1,521 ) — (673,780 ) Cash flows from financing activities Proceeds from credit facility borrowings 670,000 — — 670,000 Payments on credit facility borrowings (370,000 ) — — (370,000 ) Receipts of other long-term borrowings 350,000 — — 350,000 Payments of other long-term borrowings — (309 ) — (309 ) Payments of financing related costs (3,552 ) (24 ) — (3,576 ) Receipts from dividend reinvestment plan 19,596 — — 19,596 Payments for exercised options and restricted stock – net (2,381 ) — — (2,381 ) Dividends paid (107,500 ) — — (107,500 ) Redemption of OP Units (10 ) — — (10 ) Distributions to OP Unit Holders (5,131 ) — — (5,131 ) Net cash provided by (used in) financing activities 551,022 (333 ) — 550,689 Increase (decrease) in cash and cash equivalents 7,393 (3,305 ) — 4,088 Effect of foreign currency translation on cash and cash equivalents — (105 ) — (105 ) Cash and cash equivalents at beginning of period 1,592 3,832 — 5,424 Cash and cash equivalents at end of period $ 8,985 $ 422 $ — $ 9,407 CONSOLIDATING STATEMENTS OF CASH FLOWS Unaudited (in thousands) Three Months Ended March 31, 2015 Issuer & Non-Guarantor Elimination Consolidated Cash flows from operating activities Net income $ 43,052 $ 828 $ (828 ) $ 43,052 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 29,611 999 — 30,610 Provision for impairment on real estate properties 5,982 — — 5,982 Provision for uncollectible mortgages, notes and accounts receivable (2 ) — — (2 ) Amortization of deferred financing and refinancing costs 10,725 5 — 10,730 Accretion of direct financing leases (2,614 ) — — (2,614 ) Stock-based compensation 1,610 — — 1,610 Amortization of acquired in-place leases - net (1,192 ) — — (1,192 ) Change in operating assets and liabilities – net of amounts assumed/acquired: Accounts receivable, net (196 ) — — (196 ) Straight-line rent receivables (5,124 ) (151 ) — (5,275 ) Lease inducements (2,110 ) — — (2,110 ) Effective yield receivable on mortgage notes (1,120 ) — — (1,120 ) Other operating assets and liabilities 23,373 (382 ) 828 23,819 Net cash provided by operating activities 101,995 1,299 — 103,294 Cash flows from investing activities Acquisition of real estate – net of liabilities assumed and escrows acquired (6,300 ) — — (6,300 ) Investment in construction in progress (5,851 ) — — (5,851 ) Placement of mortgage loans (2,002 ) — — (2,002 ) Proceeds from sale of real estate investments 255 — — 255 Capital improvements to real estate investments (4,605 ) (999 ) — (5,604 ) Proceeds from other investments 2,155 — — 2,155 Investments in other investments (1,468 ) — — (1,468 ) Collection of mortgage principal 288 — — 288 Net cash used in investing activities (17,528 ) (999 ) — (18,527 ) Cash flows from financing activities Proceeds from credit facility borrowings 6,000 — — 6,000 Payments on credit facility borrowings (91,000 ) — — (91,000 ) Receipts of other long-term borrowings 689,822 — — 689,822 Payments of other long-term borrowings (347,583 ) (300 ) — (347,883 ) Payments of financing related costs (21,318 ) — — (21,318 ) Receipts from dividend reinvestment plan 5,414 — — 5,414 Payments for exercised options and restricted stock – net (1,906 ) — — (1,906 ) Net proceeds from issuance of common stock 440,019 — — 440,019 Dividends paid (68,261 ) — — (68,261 ) Net cash provided by (used in) financing activities 611,187 (300 ) — 610,887 Increase in cash and cash equivalents 695,654 — — 695,654 Cash and cash equivalents at beginning of period 4,489 — — 4,489 Cash and cash equivalents at end of period $ 700,143 $ — $ — $ 700,143 |