CONSOLIDATING FINANCIAL STATEMENTS | NOTE 17 – CONSOLIDATING FINANCIAL STATEMENTS As of March 31, 2017, 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 4.50% Senior Notes due 2025, (v) $600 million 5.25% Senior Notes due 2026 and (vi) $700 million 4.50% 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 Facility listed in Note 13– 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 13– 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. CONSOLIDATING BALANCE SHEET Unaudited (in thousands) March 31, 2017 Issuer & Non – Elimination Consolidated ASSETS Real estate properties Real estate investments $ 6,934,468 $ 647,197 $ — $ 7,581,665 Less accumulated depreciation (1,250,968 ) (55,116 ) — (1,306,084 ) Real estate investments – net 5,683,500 592,081 — 6,275,581 Investment in direct financing leases - net 604,777 — — 604,777 Mortgage notes receivable - net 644,696 — — 644,696 6,932,973 592,081 — 7,525,054 Other investments - net 255,899 — — 255,899 Investment in unconsolidated joint venture 40,152 — — 40,152 Assets held for sale – net 23,245 — — 23,245 Total investments 7,252,269 592,081 — 7,844,350 Cash and cash equivalents 31,851 8,498 — 40,349 Restricted cash 6,916 5,282 — 12,198 Accounts receivable – net 261,204 11,302 — 272,506 Goodwill 630,679 13,013 — 643,692 Investments in and advances to affiliates 569,978 — (569,978 ) — Other assets 17,357 11,666 — 29,023 Total assets $ 8,770,254 $ 641,842 $ (569,978 ) $ 8,842,118 LIABILITIES AND EQUITY Revolving line of credit $ 123,000 $ — $ — $ 123,000 Term loans - net 1,094,875 — — 1,094,875 Secured borrowings - net — 432,217 (378,165 ) 54,052 Unsecured borrowings – net 3,028,938 — — 3,028,938 Accrued expenses and other liabilities 308,919 8,066 — 316,985 Deferred income taxes — 9,746 — 9,746 Intercompany payable — 4,986 (4,986 ) — Total liabilities 4,555,732 455,015 (383,151 ) 4,627,596 Equity: Common stock 19,676 — — 19,676 Equity investment from affiliates — 152,700 (152,700 ) — Common stock – additional paid-in capital 4,878,637 — — 4,878,637 Cumulative net earnings 1,843,377 33,594 (33,594 ) 1,843,377 Cumulative dividends paid (2,829,718 ) — — (2,829,718 ) Accumulated other comprehensive (loss) income (48,478 ) 533 (533 ) (48,478 ) Total stockholders’ equity 3,863,494 186,827 (186,827 ) 3,863,494 Noncontrolling interest 351,028 — — 351,028 Total equity 4,214,522 186,827 (186,827 ) 4,214,522 Total liabilities and equity $ 8,770,254 $ 641,842 $ (569,978 ) $ 8,842,118 CONSOLIDATING BALANCE SHEET (in thousands) December 31, 2016 Issuer & Non – Elimination Consolidated ASSETS Real estate properties Real estate investments $ 6,923,469 $ 642,889 $ — $ 7,566,358 Less accumulated depreciation (1,191,117 ) (49,219 ) — (1,240,336 ) Real estate investments – net 5,732,352 593,670 — 6,326,022 Investment in direct financing leases - net 601,938 — — 601,938 Mortgage notes receivable - net 639,343 — — 639,343 6,973,633 593,670 — 7,567,303 Other investments - net 256,846 — — 256,846 Investment in unconsolidated joint venture 48,776 — — 48,776 Assets held for sale – net 52,868 — — 52,868 Total investments 7,332,123 593,670 — 7,925,793 Cash and cash equivalents 87,098 6,589 — 93,687 Restricted cash 6,915 6,674 — 13,589 Accounts receivable – net 230,097 9,938 — 240,035 Goodwill 630,679 12,795 — 643,474 Investments in and advances to affiliates 569,194 — (569,194 ) — Other assets 21,293 11,389 — 32,682 Total assets $ 8,877,399 $ 641,055 $ (569,194 ) $ 8,949,260 LIABILITIES AND EQUITY Revolving line of credit $ 190,000 $ — $ — $ 190,000 Term loans - net 1,094,343 — — 1,094,343 Secured borrowings - net — 429,214 (374,849 ) 54,365 Unsecured borrowings – net 3,028,146 — — 3,028,146 Accrued expenses and other liabilities 352,924 7,590 — 360,514 Deferred income taxes — 9,906 — 9,906 Intercompany payable — 7,890 (7,890 ) — Total liabilities 4,665,413 454,600 (382,739 ) 4,737,274 Equity: Common stock 19,614 — — 19,614 Equity investment from affiliates — 156,446 (156,446 ) — Common stock – additional paid-in capital 4,861,408 — — 4,861,408 Cumulative net earnings 1,738,937 29,479 (29,479 ) 1,738,937 Cumulative dividends paid (2,707,387 ) — — (2,707,387 ) Accumulated other comprehensive (loss) income (53,827 ) 530 (530 ) (53,827 ) Total stockholders’ equity 3,858,745 186,455 (186,455 ) 3,858,745 Noncontrolling interest 353,241 — — 353,241 Total equity 4,211,986 186,455 (186,455 ) 4,211,986 Total liabilities and equity $ 8,877,399 $ 641,055 $ (569,194 ) $ 8,949,260 CONSOLIDATING STATEMENT OF OPERATIONS Unaudited (in thousands) Three Months Ended March 31, 2017 Issuer & Non – Elimination Consolidated Revenue Rental income $ 177,645 $ 14,892 $ - $ 192,537 Income from direct financing leases 15,646 - - 15,646 Mortgage interest income 15,956 - - 15,956 Other investment income – net 8,759 - (1,845 ) 6,914 Miscellaneous income 691 - - 691 Total operating revenues 218,697 14,892 (1,845 ) 231,744 Expenses Depreciation and amortization 64,275 5,718 - 69,993 General and administrative 12,453 71 - 12,524 Acquisition costs (41 ) - - (41 ) Impairment loss on real estate properties 7,638 - - 7,638 Provision for uncollectible accounts 2,404 - - 2,404 Total operating expenses 86,729 5,789 - 92,518 Income before other income and expense 131,968 9,103 (1,845 ) 139,226 Other income (expense): Interest income - 4 - 4 Interest expense (42,013 ) (4,873 ) 1,845 (45,041 ) Interest – amortization of deferred financing costs (2,497 ) (5 ) - (2,502 ) Contractual settlement 10,412 - - 10,412 Realized gain on foreign exchange 61 - - 61 Equity in earnings 4,115 - (4,115 ) - Total other expense (29,922 ) (4,874 ) (2,270 ) (37,066 ) Income before gain on assets sold 102,046 4,229 (4,115 ) 102,160 Gain on assets sold - net 7,420 - - 7,420 Income from continuing operations 109,466 4,229 (4,115 ) 109,580 Income tax expense (986 ) (114 ) - (1,100 ) Income from unconsolidated joint venture 632 - - 632 Net income 109,112 4,115 (4,115 ) 109,112 Net income attributable to noncontrolling interest (4,672 ) - - (4,672 ) Net income available to common stockholders $ 104,440 $ 4,115 $ (4,115 ) $ 104,440 CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (in thousands) Three Months Ended March 31, 2017 Issuer & Non – Elimination Consolidated Net income $ 109,112 $ 4,115 $ (4,115 ) $ 109,112 Other comprehensive income (loss) Foreign currency translation 4,334 - - 4,334 Cash flow hedges 1,254 - - 1,254 Total other comprehensive income (loss) 5,588 - - 5,588 Comprehensive income 114,700 4,115 (4,115 ) 114,700 Comprehensive income attributable to noncontrolling interest (4,911 ) - - (4,911 ) Comprehensive income attributable to common stockholders $ 109,789 $ 4,115 $ (4,115 ) $ 109,789 CONSOLIDATING STATEMENTS OF OPERATIONS Unaudited (in thousands) Three Months Ended March 31, 2016 Issuer & Non – 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 3,431 - - 3,431 Miscellaneous income 697 - - 697 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 accounts 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 58,375 (614 ) 682 58,443 Income tax expense (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 CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (in thousands) Three Months Ended March 31, 2016 Issuer & Non – Elimination Consolidated Net income $ 58,234 $ (720 ) $ 682 $ 58,196 Other comprehensive income (loss) Foreign currency translation (4,730 ) - - (4,730 ) Cash flow hedges (8,876 ) - - (8,876 ) Total other comprehensive income (loss) (13,606 ) - - (13,606 ) Comprehensive income 44,628 (720 ) 682 44,590 Comprehensive income attributable to noncontrolling interest (2,063 ) 38 - (2,025 ) Comprehensive income attributable to common stockholders $ 42,565 $ (682 ) $ 682 $ 42,565 CONSOLIDATING STATEMENTS OF CASH FLOWS Unaudited (in thousands) Three Months Ended March 31, 2017 Issuer & Non-Guarantor Elimination Consolidated Cash flows from operating activities Net income $ 109,112 $ 4,115 $ (4,115 ) $ 109,112 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 64,275 5,718 — 69,993 Provision for impairment on real estate properties 7,638 — — 7,638 Provision for uncollectible accounts 2,404 — — 2,404 Amortization of deferred financing and refinancing costs 2,497 5 — 2,502 Accretion of direct financing leases (3,016 ) — — (3,016 ) Stock-based compensation expense 3,744 — — 3,744 Gain on assets sold – net (7,420 ) — — (7,420 ) Amortization of acquired in-place leases - net (3,096 ) — — (3,096 ) Effective yield receivable on mortgage notes (593 ) — — (593 ) Equity in earnings (4,115 ) — 4,115 — Change in operating assets and liabilities – net: Accounts receivable (21,377 ) — — (21,377 ) Straight-line rent receivables (10,444 ) (1,303 ) — (11,747 ) Lease inducements 447 — — 447 Other operating assets and liabilities (32,990 ) (1,663 ) — (34,653 ) Net cash provided by operating activities 107,066 6,872 — 113,938 Cash flows from investing activities Acquisition of real estate (7,574 ) — — (7,574 ) Investment in construction in progress (15,703 ) — — (15,703 ) Investments in U.K. subsidiaries 4,807 — (4,807 ) — Investment in direct financing leases (2,229 ) — — (2,229 ) Placement of mortgage loans (5,749 ) — — (5,749 ) Distributions from unconsolidated joint venture 8,587 — — 8,587 Proceeds from sale of real estate investments 45,848 — — 45,848 Capital improvements to real estate investments (8,199 ) — — (8,199 ) Proceeds from other investments 23,181 — — 23,181 Investments in other investments (22,144 ) — — (22,144 ) Collection of mortgage principal 333 — — 333 Net cash provided by investing activities 21,158 — (4,807 ) 16,351 Cash flows from financing activities Proceeds from credit facility borrowings 148,000 — — 148,000 Payments on credit facility borrowings (215,000 ) — — (215,000 ) Payments of other long-term borrowings — (318 ) — (318 ) Payments of financing related costs (563 ) — — (563 ) Receipts from dividend reinvestment plan 7,335 — — 7,335 Payments for exercised options and restricted stock (2,120 ) — — (2,120 ) Net proceeds from issuance of common stock 6,759 — — 6,759 Dividends paid (122,272 ) — — (122,272 ) Contributions from affiliates — (4,807 ) 4,807 — Redemption of OP Units (56 ) — — (56 ) Distributions to OP Unit Holders (5,554 ) — — (5,554 ) Net cash used in financing activities (183,471 ) (5,125 ) 4,807 (183,789 ) Effect of foreign currency translation on cash and cash equivalents — 162 — 162 (Decrease) increase in cash and cash equivalents (55,247 ) 1,909 — (53,338 ) Cash and cash equivalents at beginning of period 87,098 6,589 — 93,687 Cash and cash equivalents at end of period $ 31,851 $ 8,498 $ — $ 40,349 CONSOLIDATING STATEMENTS OF CASH FLOWS Unaudited (in thousands) Three Months Ended March 31, 2016 Issuer & Non-Guarantor 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 accounts 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 ) Effective yield receivable on mortgage notes (819 ) — — (819 ) Change in operating assets and liabilities – net: Accounts receivable 581 (21 ) — 560 Straight-line rent receivables (9,111 ) (836 ) — (9,947 ) Lease inducements 647 — — 647 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 (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 Effect of foreign currency translation on cash and cash equivalents — (105 ) — (105 ) Increase (decrease) in cash and cash equivalents 7,393 (3,410 ) — 3,983 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 |