CONSOLIDATING FINANCIAL STATEMENTS | NOTE 16 – CONSOLIDATING FINANCIAL STATEMENTS As of September 30, 2016, we had outstanding: (i) $700 million 4.375% Senior Notes due 2023, (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 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 September 30, 2016. OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING BALANCE SHEET Unaudited (in thousands) September 30, 2016 Issuer & Non – Elimination Consolidated ASSETS Real estate properties Land and buildings $ 6,938,032 $ 655,854 $ — $ 7,593,886 Less accumulated depreciation (1,142,146 ) (43,931 ) — (1,186,077 ) Real estate properties – net 5,795,886 611,923 — 6,407,809 Investment in direct financing leases 597,779 — — 597,779 Mortgage notes receivable 624,339 — — 624,339 7,018,004 611,923 — 7,629,927 Other investments 276,862 389 — 277,251 7,294,866 612,312 — 7,907,178 Assets held for sale – net 91,210 — — 91,210 Total investments 7,386,076 612,312 — 7,998,388 Cash and cash equivalents 27,576 4,991 — 32,567 Restricted cash 7,111 5,171 — 12,282 Accounts receivable – net 216,597 8,628 — 225,225 Goodwill 630,679 13,450 — 644,129 Investments in and advances to affiliates 580,945 — (580,945 ) — Other assets 58,185 11,587 — 69,772 Total assets $ 8,907,169 $ 656,139 $ (580,945 ) $ 8,982,363 LIABILITIES AND EQUITY Revolving line of credit $ 223,000 $ — $ — $ 223,000 Term loan 1,100,000 — — 1,100,000 Secured borrowings — 440,099 (384,828 ) 55,271 Unsecured borrowings – net 3,055,368 — — 3,055,368 Accrued expenses and other liabilities 353,610 7,986 — 361,596 Deferred income taxes — 11,937 — 11,937 Intercompany payable — 7,894 (7,894 ) — Total liabilities 4,731,978 467,916 (392,722 ) 4,807,172 Equity: Common stock 19,514 — — 19,514 Equity investment from affiliates — 164,285 (164,285 ) — Common stock – additional paid-in capital 4,827,877 — — 4,827,877 Cumulative net earnings 1,614,678 23,516 (23,516 ) 1,614,678 Cumulative dividends paid (2,587,841 ) — — (2,587,841 ) Accumulated other comprehensive (loss) income (52,170 ) 422 (422 ) (52,170 ) Total stockholders’ equity 3,822,058 188,223 (188,223 ) 3,822,058 Noncontrolling interest 353,133 — — 353,133 Total equity 4,175,191 188,223 (188,223 ) 4,175,191 Total liabilities and equity $ 8,907,169 $ 656,139 $ (580,945 ) $ 8,982,363 OMEGA HEALTHCARE INVESTORS, INC. 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 Investments in and advances to 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 from 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 OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING STATEMENT OF OPERATIONS Unaudited (in thousands) Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Issuer & Non – Elimination Consolidated Issuer & Non – Elimination Consolidated Revenue Rental income $ 170,639 $ 15,198 $ - $ 185,837 $ 504,780 $ 44,214 $ - $ 548,994 Income from direct financing leases 15,611 - - 15,611 46,574 - - 46,574 Mortgage interest income 15,996 - - 15,996 53,973 - - 53,973 Other investment income – net 8,552 16 (1,374 ) 7,194 18,120 54 (1,374 ) 16,800 Total operating revenues 210,798 15,214 (1,374 ) 224,638 623,447 44,268 (1,374 ) 666,341 Expenses Depreciation and amortization 62,460 5,856 - 68,316 179,219 17,035 - 196,254 General and administrative 12,303 125 - 12,428 34,326 389 - 34,715 Acquisition and merger related costs 2,026 283 - 2,309 5,779 3,805 - 9,584 Impairment loss on real estate properties 17,275 - - 17,275 58,508 218 - 58,726 (Recovery) provision for uncollectible mortgages, notes and accounts receivable (3 ) - - (3 ) 705 3,262 - 3,967 Total operating expenses 94,061 6,264 - 100,325 278,537 24,709 - 303,246 Income before other income and expense 116,737 8,950 (1,374 ) 124,313 344,910 19,559 (1,374 ) 363,095 Other income (expense): Interest income 154 3 - 157 160 9 - 169 Interest expense (39,114 ) (5,115 ) 1,374 (42,855 ) (106,807 ) (14,295 ) 1,374 (119,728 ) Interest – amortization of deferred financing costs (2,476 ) (26 ) - (2,502 ) (6,806 ) (38 ) - (6,844 ) Interest – refinancing costs (1,815 ) - - (1,815 ) (2,113 ) - - (2,113 ) Realized loss on foreign exchange (222 ) - - (222 ) (244 ) - - (244 ) Equity in earnings 3,986 - (3,986 ) - 5,270 - (5,270 ) - Total other expense (39,487 ) (5,138 ) (2,612 ) (47,237 ) (110,540 ) (14,324 ) (3,896 ) (128,760 ) Income before gain on assets sold 77,250 3,812 (3,986 ) 77,076 234,370 5,235 (5,270 ) 234,335 Gain on assets sold - net 5,139 - - 5,139 19,931 - - 19,931 Income from continuing operations before income taxes 82,389 3,812 (3,986 ) 82,215 254,301 5,235 (5,270 ) 254,266 Income taxes (255 ) 174 - (81 ) (817 ) 35 - (782 ) Net income 82,134 3,986 (3,986 ) 82,134 253,484 5,270 (5,270 ) 253,484 Net income attributable to noncontrolling interest (3,585 ) - - (3,585 ) (11,328 ) - - (11,328 ) Net income available to common stockholders $ 78,549 $ 3,986 $ (3,986 ) $ 78,549 $ 242,156 $ 5,270 $ (5,270 ) $ 242,156 OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING STATEMENTS OF OPERATIONS (in thousands) Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Issuer & Non – Elimination Consolidated Issuer & Non – Elimination Consolidated Revenue Rental income $ 153,029 $ 13,594 $ - $ 166,623 $ 402,341 $ 28,358 $ - $ 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 188,380 13,594 - 201,974 504,747 28,358 - 533,105 Expenses Depreciation and amortization 54,600 5,543 - 60,143 138,381 11,528 - 149,909 General and administrative 10,064 96 - 10,160 26,201 281 - 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 70,263 5,639 - 75,902 232,509 14,322 - 246,831 Income before other income and expense 118,117 7,955 - 126,072 272,238 14,036 - 286,274 Other income (expense): Interest income 1 4 - 5 196 9 - 205 Interest expense (34,255 ) (3,914 ) - (38,169 ) (100,966 ) (7,810 ) - (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 3,771 - (3,771 ) - 5,771 - (5,771 ) - Total other expense (32,335 ) (3,915 ) (3,771 ) (40,021 ) (108,380 ) (7,817 ) (5,771 ) (121,968 ) Income before gain (loss) on assets sold 85,782 4,040 (3,771 ) 86,051 163,858 6,219 (5,771 ) 164,306 (Loss) gain on assets sold – net (2,391 ) - - (2,391 ) 6,411 - - 6,411 Income from continuing operations before income taxes 83,391 4,040 (3,771 ) 83,660 170,269 6,219 (5,771 ) 170,717 Income taxes (137 ) (269 ) - (406 ) (497 ) (448 ) - (945 ) Net income 83,254 3,771 (3,771 ) 83,254 169,772 5,771 (5,771 ) 169,772 Net income attributable to noncontrolling interest (3,852 ) - - (3,852 ) (5,890 ) - - (5,890 ) Net income available to common stockholders $ 79,402 $ 3,771 $ (3,771 ) $ 79,402 $ 163,882 $ 5,771 $ (5,771 ) $ 163,882 OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING STATEMENTS OF CASH FLOWS Unaudited (in thousands) Nine Months Ended September 30, 2016 Issuer & Non-Guarantor Elimination Consolidated Cash flows from operating activities Net income $ 253,484 $ 5,270 $ (5,270 ) $ 253,484 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 179,219 17,035 — 196,254 Provision for impairment on real estate properties 58,508 218 — 58,726 Provision for uncollectible mortgages, notes and accounts receivable 705 3,262 — 3,967 Amortization of deferred financing and refinancing costs 8,919 38 — 8,957 Accretion of direct financing leases (8,999 ) — — (8,999 ) Stock-based compensation 10,116 — — 10,116 Gain on assets sold – net (19,931 ) — — (19,931 ) Amortization of acquired in-place leases - net (10,957 ) — — (10,957 ) Equity in earnings (5,270 ) — 5,270 — Change in operating assets and liabilities – net of amounts assumed/acquired: Accounts receivable – net 205 (2 ) — 203 Straight-line rent receivables (25,574 ) (4,385 ) — (29,959 ) Lease inducements 1,942 — — 1,942 Effective yield receivable on mortgage notes (209 ) — — (209 ) Other operating assets and liabilities 5,214 (11,571 ) — (6,357 ) Net cash provided by operating activities 447,372 9,865 — 457,237 Cash flows from investing activities Acquisition of real estate – net of liabilities assumed and escrows acquired (833,390 ) (126,358 ) — (959,748 ) Investment in construction in progress (44,113 ) — — (44,113 ) Investments in subsidiaries (120,741 ) — 120,741 — Investment in direct financing leases (1,079 ) — — (1,079 ) Placement of mortgage loans (27,895 ) — — (27,895 ) Proceeds from sale of real estate investments 64,746 — — 64,746 Capital improvements to real estate investments (29,761 ) (1,647 ) — (31,408 ) Proceeds from other investments 47,901 1,581 — 49,482 Investments in other investments (240,865 ) (2,134 ) — (242,999 ) Collection of mortgage principal 58,149 — — 58,149 Net cash used in investing activities (1,127,048 ) (128,558 ) 120,741 (1,134,865 ) Cash flows from financing activities Proceeds from credit facility borrowings 1,134,000 — — 1,134,000 Payments on credit facility borrowings (1,141,000 ) — — (1,141,000 ) Receipts of other long-term borrowings 1,048,173 — — 1,048,173 Payments of other long-term borrowings (180,000 ) (934 ) — (180,934 ) Payments of financing related costs (11,746 ) (24 ) — (11,770 ) Receipts from dividend reinvestment plan 229,769 — — 229,769 Payments for exercised options and restricted stock – net (23,403 ) — — (23,403 ) Dividends paid (333,663 ) — — (333,663 ) Contributions from affiliate — 120,741 (120,741 ) — Redemption of OP Units (732 ) — — (732 ) Distributions to OP Unit Holders (15,738 ) — — (15,738 ) Net cash provided by financing activities 705,660 119,783 (120,741 ) 704,702 Increase in cash and cash equivalents 25,984 1,090 — 27,074 Effect of foreign currency translation on cash and cash equivalents — 69 — 69 Cash and cash equivalents at beginning of period 1,592 3,832 — 5,424 Cash and cash equivalents at end of period $ 27,576 $ 4,991 $ — $ 32,567 OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended September 30, 2015 Issuer & Non-Guarantor Elimination Consolidated Cash flows from operating activities Net income $ 169,772 $ 5,771 $ (5,771 ) $ 169,772 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 138,381 11,528 — 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 (23,347 ) (3,218 ) — (26,565 ) Lease inducements 347 — — 347 Effective yield receivable on mortgage notes (3,159 ) — — (3,159 ) Other operating assets and liabilities 9,648 553 5,771 15,972 Net cash provided by operating activities 308,154 14,650 — 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 ) Investments in subsidiaries (170,631 ) 170,631 — — 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 (342,100 ) (8,651 ) — (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 (1,587,158 ) (905 ) — (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 39,791 (905 ) — 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 |