CONSOLIDATING FINANCIAL STATEMENTS | NOTE 16 – CONSOLIDATING FINANCIAL STATEMENTS As of June 30, 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 June 30, 2016. CONSOLIDATING BALANCE SHEET Unaudited (in thousands) June 30, 2016 Issuer & Non – Elimination Consolidated ASSETS Real estate properties Land and buildings $ 6,625,243 $ 662,808 $ — $ 7,288,051 Less accumulated depreciation (1,092,998 ) (38,290 ) — (1,131,288 ) Real estate properties – net 5,532,245 624,518 — 6,156,763 Investment in direct financing leases 593,646 — — 593,646 Mortgage notes receivable 625,134 — — 625,134 6,751,025 624,518 — 7,375,543 Other investments 197,809 1,997 — 199,806 6,948,834 626,515 — 7,575,349 Assets held for sale – net 52,451 — — 52,451 Total investments 7,001,285 626,515 — 7,627,800 Cash and cash equivalents 27,777 5,182 — 32,959 Restricted cash 7,109 6,724 — 13,833 Accounts receivable – net 206,818 7,218 — 214,036 Goodwill 630,679 13,802 — 644,481 Investment in affiliates 411,664 — (411,664 ) — Other assets 61,724 11,665 — 73,389 Total assets $ 8,347,056 $ 671,106 $ (411,664 ) $ 8,606,498 LIABILITIES AND EQUITY Revolving line of credit $ 470,000 $ — $ — $ 470,000 Term loan 1,100,000 — — 1,100,000 Secured borrowings — 445,765 (210,181 ) 235,584 Unsecured borrowings – net 2,356,713 — — 2,356,713 Accrued expenses and other liabilities 318,413 10,955 — 329,368 Deferred income taxes — 12,903 — 12,903 Intercompany payable — 10,952 (10,952 ) — Total liabilities 4,245,126 480,575 (221,133 ) 4,504,568 Equity: Common stock 19,044 — — 19,044 Equity investment in affiliates — 170,655 (170,655 ) — Common stock – additional paid-in capital 4,707,129 — — 4,707,129 Cumulative net earnings 1,536,129 19,531 (19,531 ) 1,536,129 Cumulative dividends paid (2,471,192 ) — — (2,471,192 ) Accumulated other comprehensive (loss) income (46,463 ) 345 (345 ) (46,463 ) Total stockholders’ equity 3,744,647 190,531 (190,531 ) 3,744,647 Noncontrolling interest 357,283 — — 357,283 Total equity 4,101,930 190,531 (190,531 ) 4,101,930 Total liabilities and equity $ 8,347,056 $ 671,106 $ (411,664 ) $ 8,606,498 CONSOLIDATING BALANCE SHEET (in thousands) December 31, 2015 Issuer & Non – 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 679,795 — — 679,795 6,460,689 531,615 — 6,992,304 Other investments 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 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 (loss) income (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 Unaudited (in thousands) Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Issuer & Non – Elimination Consolidated Issuer & Non – Elimination Consolidated Revenue Rental income $ 170,749 $ 15,705 $ - $ 186,454 $ 334,141 $ 29,016 $ - $ 363,157 Income from direct financing leases 15,521 - - 15,521 30,963 - - 30,963 Mortgage interest income 21,371 - - 21,371 37,977 - - 37,977 Other investment income – net 5,440 38 - 5,478 9,568 38 - 9,606 Total operating revenues 213,081 15,743 - 228,824 412,649 29,054 - 441,703 Expenses Depreciation and amortization 59,481 6,024 - 65,505 116,759 11,179 - 127,938 General and administrative 11,680 152 - 11,832 22,023 264 - 22,287 Acquisition and merger related costs 1,324 2,180 - 3,504 3,753 3,522 - 7,275 Impairment loss on real estate properties 6,893 - - 6,893 41,233 218 - 41,451 (Recovery) provision for uncollectible mortgages, notes and accounts receivable (1,154 ) - - (1,154 ) 708 3,262 - 3,970 Total operating expenses 78,224 8,356 - 86,580 184,476 18,445 - 202,921 Income before other income and expense 134,857 7,387 - 142,244 228,173 10,609 - 238,782 Other income (expense): Interest income 1 3 - 4 6 6 - 12 Interest expense (34,305 ) (5,346 ) - (39,651 ) (67,694 ) (9,179 ) - (76,873 ) Interest – amortization of deferred financing costs (2,205 ) (5 ) - (2,210 ) (4,330 ) (12 ) - (4,342 ) Interest – refinancing costs - - - - (298 ) - - (298 ) Realized loss on foreign exchange - - - - (22 ) - - (22 ) Equity in earnings 1,968 - (1,968 ) - 1,285 - (1,285 ) - Total other expense (34,541 ) (5,348 ) (1,968 ) (41,857 ) (71,053 ) (9,185 ) (1,285 ) (81,523 ) Income before gain on assets sold 100,316 2,039 (1,968 ) 100,387 157,120 1,424 (1,285 ) 157,259 Gain on assets sold - net 13,221 - - 13,221 14,792 - - 14,792 Income from continuing operations before income taxes 113,537 2,039 (1,968 ) 113,608 171,912 1,424 (1,285 ) 172,051 Income taxes (421 ) (33 ) - (454 ) (562 ) (139 ) - (701 ) Net income 113,116 2,006 (1,968 ) 113,154 171,350 1,285 (1,285 ) 171,350 Net income attributable to noncontrolling interest (5,064 ) (38 ) - (5,102 ) (7,743 ) - - (7,743 ) Net income available to common stockholders $ 108,052 $ 1,968 $ (1,968 ) $ 108,052 $ 163,607 $ 1,285 $ (1,285 ) $ 163,607 CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands) Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Issuer & Non – Elimination Consolidated Issuer & Non – Elimination Consolidated Revenue Rental income $ 150,724 $ 12,388 $ - $ 163,112 $ 249,313 $ 14,763 $ - $ 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 185,323 12,388 - 197,711 316,368 14,763 - 331,131 Expenses Depreciation and amortization 54,170 4,986 - 59,156 83,781 5,985 - 89,766 General and administrative 10,152 156 - 10,308 16,137 185 - 16,322 Acquisition and merger related 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 Recovery for uncollectible mortgages, notes and accounts receivable (7 ) - - (7 ) (9 ) - - (9 ) Total operating expenses 115,802 7,655 - 123,457 162,246 8,683 - 170,929 Income before other income and expense 69,521 4,733 - 74,254 154,122 6,080 - 160,202 Other income (expense): Interest income 4 3 - 7 194 6 - 200 Interest expense (34,870 ) (3,378 ) - (38,248 ) (66,712 ) (3,895 ) - (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 1,172 - (1,172 ) - 2,000 - (2,000 ) - Total other expense (34,498 ) (3,381 ) (1,172 ) (39,051 ) (76,047 ) (3,900 ) (2,000 ) (81,947 ) Income before gain on assets sold 35,023 1,352 (1,172 ) 35,203 78,075 2,180 (2,000 ) 78,255 Gain on assets sold – net 8,802 - - 8,802 8,802 - - 8,802 Income from continuing operations before income taxes 43,825 1,352 (1,172 ) 44,005 86,877 2,180 (2,000 ) 87,057 Income taxes (359 ) (180 ) - (539 ) (359 ) (180 ) - (539 ) Net income 43,466 1,172 (1,172 ) 43,466 86,518 2,000 (2,000 ) 86,518 Net income attributable to noncontrolling interest (2,038 ) - - (2,038 ) (2,038 ) - - (2,038 ) Net income available to common stockholders $ 41,428 $ 1,172 $ (1,172 ) $ 41,428 $ 84,480 $ 2,000 $ (2,000 ) $ 84,480 CONSOLIDATING STATEMENTS OF CASH FLOWS Unaudited (in thousands) Six Months Ended June 30, 2016 Issuer & Non-Guarantor Elimination Consolidated Cash flows from operating activities Net income $ 171,350 $ 1,285 $ (1,285 ) $ 171,350 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 116,759 11,179 — 127,938 Provision for impairment on real estate properties 41,233 218 — 41,451 Provision for uncollectible mortgages, notes and accounts receivable 708 3,262 — 3,970 Amortization of deferred financing and refinancing costs 4,628 12 — 4,640 Accretion of direct financing leases (5,915 ) — — (5,915 ) Stock-based compensation 6,443 — — 6,443 Gain on assets sold – net (14,792 ) — — (14,792 ) Amortization of acquired in-place leases - net (7,910 ) — — (7,910 ) Change in operating assets and liabilities – net of amounts assumed/acquired: Accounts receivable – net 867 (11 ) — 856 Straight-line rent receivables (14,848 ) (2,908 ) — (17,756 ) Lease inducements 1,294 — — 1,294 Effective yield receivable on mortgage notes (619 ) — — (619 ) Other operating assets and liabilities (19,239 ) (6,101 ) 1,285 (24,055 ) Net cash provided by operating activities 279,959 6,936 — 286,895 Cash flows from investing activities Acquisition of real estate – net of liabilities assumed and escrows acquired (496,490 ) (126,358 ) — (622,848 ) Investment in construction in progress (26,960 ) — — (26,960 ) Investment in U.K. subsidiary (125,399 ) 125,399 — — Investment in direct financing leases (30 ) — — (30 ) Placement of mortgage loans (12,528 ) — — (12,528 ) Proceeds from sale of real estate investments 43,772 — — 43,772 Capital improvements to real estate investments (20,165 ) (1,647 ) — (21,812 ) Proceeds from other investments 25,923 — — 25,923 Investments in other investments (134,402 ) (2,134 ) — (136,536 ) Collection of mortgage principal 42,051 — — 42,051 Net cash used in investing activities (704,228 ) (4,740 ) — (708,968 ) Cash flows from financing activities Proceeds from credit facility borrowings 879,000 — — 879,000 Payments on credit facility borrowings (639,000 ) — — (639,000 ) Receipts of other long-term borrowings 350,000 — — 350,000 Payments of other long-term borrowings — (620 ) — (620 ) Payments of financing related costs (3,557 ) (24 ) — (3,581 ) Receipts from dividend reinvestment plan 93,333 — — 93,333 Payments for exercised options and restricted stock – net (2,380 ) — — (2,380 ) Conversion of OP Units to common stock 487 — — 487 Dividends paid (217,068 ) — — (217,068 ) Redemption of OP Units (10 ) — — (10 ) Distributions to OP Unit Holders (10,351 ) — — (10,351 ) Net cash provided by (used in) financing activities 450,454 (644 ) — 449,810 Increase (decrease) in cash and cash equivalents 26,185 1,552 — 27,737 Effect of foreign currency translation on cash and cash equivalents — (202 ) — (202 ) Cash and cash equivalents at beginning of period 1,592 3,832 — 5,424 Cash and cash equivalents at end of period $ 27,777 $ 5,182 $ — $ 32,959 CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Six Months Ended June 30, 2015 Issuer & Non-Guarantor Elimination Consolidated Cash flows from operating activities Net income $ 86,518 $ 2,000 $ (2,000 ) $ 86,518 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 83,781 5,985 — 89,766 Provision for impairment on real estate properties 12,898 — — 12,898 Recovery 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 (2,518 ) (365 ) — (2,883 ) Change in operating assets and liabilities – net of amounts assumed/acquired: Accounts receivable – net 1,128 1 — 1,129 Straight-line rent receivables (14,264 ) (1,607 ) — (15,871 ) Lease inducements (328 ) — — (328 ) Effective yield receivable on mortgage notes (2,253 ) — — (2,253 ) Other operating assets and liabilities 18,771 1,454 2,000 22,225 Net cash provided by operating activities 185,613 7,479 — 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 (174,275 ) 174,275 — — 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 investing activities (120,023 ) (4,681 ) — (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 (1,586,990 ) (601 ) — (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 (47,163 ) (601 ) — (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 |