Omega Healthcare Investors, Inc.

Good morning and welcome to the Omega Healthcare Investors Second Quarter 2022 Earnings Call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star then two. Please note this event is being recorded. I would now like to turn the conference over to Michelle Reber, Please go ahead.

Thank you and good morning. With me today are Omega's CEO, Taylor Pickett, COO, Dan Booth, CFO, Bob Stevenson, and Megan Krull, Senior Vice President of Operations. Comments made during this conference call that are not historical facts may be forward-looking statements, such as statements regarding our financial projections, dividend policy, portfolio restructurings, rent payments, financial condition or prospects of our operators, contemplated acquisitions, dispositions or transitions, and our business and portfolio outlook generally. These forward-looking statements involve risks and uncertainties which may cause actual results to differ materially. Please see our press releases and our filings with the Securities and Exchange Commission, including, without limitation, our most recent report on Form 10-K, which identifies specific factors that may cause actual results or events to differ materially from those described in forward-looking statements. During the call today, We will refer to some non-GAAP financial measures such as NAREIT FFO, Adjusted FFO, FAD, and EBITDA. Reconciliations of these non-GAAP measures to the most comparable measure under generally accepted accounting principles, as well as an explanation of the usefulness of the non-GAAP measures, are available under the Financial Information section of our website at www.omegahealthcare.com and, in the case of NAREIT FFO and Adjusted FFO, in our recently issued press release. In addition, certain operator coverage and financial information that we discuss is based on data provided by our operators that has not been independently verified by Omega. I will now turn the call over to Taylor.

Thanks, Michelle. Good morning, and thank you for joining our second quarter 2022 earnings conference call. Today, I will discuss our second quarter financial results, skilled nursing facility industry trends, and operator restructurings. Our first quarter adjusted FFO is 76 cents per share, and funds available for distribution are 71 cents per share. We have maintained our quarterly dividend of 67 cents per share. The dividend payout ratio is 88% of adjusted FFO and 94% of funds available for distribution. As we discussed last quarter, the ability to put restructuring portfolios back to work improved the FAT payout ratio by 7%. We expect over time to put additional portfolios back to work, further improving our fat payout ratio and liquidity. Turning to skilled nursing facility industry trends. Occupancy continues to trend upward while staffing availability is slowly improving. Wages for full-time staff are significantly higher than pre-COVID wages. We believe this is a permanent shift in cost structure for our facilities. Fortunately, a number of states have announced significant increases in Medicaid rates, reflecting the need to fund these higher costs. Turning to operator restructurings. The strength of our portfolio assets generally allows us to work through operator restructurings with limited long-term cash flow downside. We've completed all of the restructuring work related to Gulf Coast. We are well down the restructuring pathway with the Aegemo portfolio, which represents approximately 6% of contractual rent, none of which was recognized in the second quarter. And the other portfolios with liquidity issues have generally committed to pay contractual rent obligations while we work through various asset sales or transitions to new operators. Finally, I again thank our operating partners, and in particular, the frontline caregivers and staff who have cared for the tens of thousands of residents within our facilities. I'll now turn the call over to Bob.

Thanks, Taylor, and good morning. Turning to our financials for the second quarter. Our NAE REIT FFO for the second quarter was $161 million, or 66 cents per share as compared to $181 million, or 74 cents per share for the second quarter of 2021. Our adjusted FFO was $185 million, or 76 cents per share for the quarter, and excludes several items as outlined in our adjusted FFO reconciliation to net income found in our second quarter earnings release, as well as our second quarter financial supplemental. Revenue for the second quarter was approximately $245 million before adjusting for the non-recurring items compared to $257 million for the second quarter of 2021. The year-over-year decrease is primarily the result of asset sales completed in 2021 and 22, operator restructurings, and revenue recorded in the second quarter of 2021 related to a Gmail. The $245 million of revenue in the quarter included $11.7 million in revenue reductions, primarily related to the write-off of straight-line receivables associated with two operators transitioned to cash basis for revenue recognition and includes $1.3 million of one-time revenue, both of which are excluded from adjusted FFO and FAD calculations. In our last earnings call, I provided revenue, adjusted FFO, and FAD commentary on a GMO, Guardian, and two additional operators. I want to provide an update at revenue status as of the end of July for these operators. Dan will provide contractual and operational updates on these tenants in his prepared talking points. First, regarding a GMO. As stated in the press release, AGMO continued to not pay its contractual rent or interest payments. No payments were made in July, and Q3 2022 contractual rent and interest of $16 million will only be recognized to the extent that AGMO makes any payments. Turning to Guardian, in Q1, Guardian was placed on a cash basis, and we did not record any revenue as we did not receive any cash during the quarter. In the second quarter, Guardian resumed making contractual rent and interest payments in accordance with the agreed upon terms. In the second quarter, we recorded $5.2 million in income related to Guardian consisting of $3.8 million of contractual rent payments received and $1.4 million in interest payments received. Additionally, starting July 1st, Guardian's rent and interest was reset to an aggregate $24 million per year. Guardian is current on rent and interest through July. As discussed last quarter, an operator representing 3.4% of Q1 annualized contractual rent and mortgage interest revenue did not pay any of its Q1 contractual rent and asked for a short-term forbearance. This operator remains on a straight-line basis for revenue recognition based on our conclusion that their contractual rent is fully collectible over the term of the lease. During the second quarter, the operator paid its full Q2 rent and interest obligations of $8.8 million. In the second quarter, the operator also borrowed the remaining $4 million on his $20 million credit facility with Omega. July contractual rent and interest of $2.9 million was paid in full. Also, As discussed last quarter, an additional operator representing 2.4 percent of Q1 contractual annualized rent and mortgage interest revenue did not pay its March contractual amounts due under its lease agreement. In April, the lease with this operator was amended to allow the operator to apply its $2 million security deposit to its March 2022 contractual rent payment and to allow for a short-term rent deferral for April with regular rental payments required to resume in May. In the first quarter, we recorded $5.9 million for both adjusted FFO and FAD purposes. This operator did pay contractual rent in May. However, this operator failed to make full contractual rent payments in June. We placed this operator on a cash basis of revenue recognition during the second quarter and rolled off $8.3 million of straight-line rent receivables through rental income. In the second quarter, we recorded the cash received of $2.5 million for both adjusted FFO and FAD purposes. Of the $2 million in contractual rent owed for the month of July, only $1.5 million was collected during July, and we will only recognize revenue, adjusted FFO, and FAD in the third quarter to the extent cash is received from the operator. In the press release, we discussed an operator representing 2.2% of our second quarter 2022 annualized contractual rent and mortgage interest that underpaid the contractual rent due under its lease agreement by $550,000. On June 30th, we held a $5.4 million letter of credit as collateral from this operator, and in July, we drew the full amount of the letter of credit and applied $550,000 of the proceeds to pay the underpaid portion of June's rent. This operator remains on a straight-line basis for recognizing revenue as we expect the operator will continue to pay contractual rent with any unpaid portions in the short term being covered by the remaining collateral. In the second quarter, we recognized $5.5 million of contractual rent related to the operator. In July, the operator paid $1 million in rent and we applied $800,000 in security deposits to fund the underpaid portion of July's rent. Moving to our balance sheet, it remains strong thanks to the steps we've taken throughout 2021 and the first half of 2022 to further improve our liquidity, capital stack, maturity ladder, and overall cost of debt. In the second quarter, we repurchased 4.2 million shares of our common stock for $115 million while maintaining our first quarter leverage ratio. At June 30th, we had $38 million of outstanding borrowings on our revolving credit facility, and we also had $165 million in cash. At June 30th, 98% of our $5.4 billion in debt was fixed, and our net funded debt to adjusted annualized EBITDA was 5.3 times the same as our first quarter, and our fixed charge coverage ratio was 4.2 times. It's important to note, similar to NAREED FFO, adjusted FFO, and FAD, EBITDA in these liquidity calculations includes our ability to apply collateral and recognize revenue related to operator nonpayments previously discussed. However, if the collateral is exhausted, a decrease in EBITDA will impact our liquidity ratios. I will now turn the call over to Dan.

Thanks, Bob, and good morning, everyone. As of June 30th, 2022, Omega had an operating asset portfolio of 921 facilities with approximately 92,000 operating beds. These facilities were spread across 63 third-party operators and located within 42 states and the United Kingdom. Trailing 12-month operator Eva Darm and Eva Dar coverage for our core portfolio as of March 31, 2022, decreased to 1.44 and 1.10 times, respectively, versus 1.48 and 1.14 times, respectively, for the trailing 12-month period ended December 31, 2021. During the first quarter of 2022, our operators cumulatively recorded approximately $39 million in federal stimulus funds, as compared to approximately $47 million recorded during the fourth quarter. Trailing 12-month operator EBITDARM and EBITDAR coverage would have decreased during the first quarter of 2022 to 1.24 and 0.92 times, respectively, as compared to 1.26 and 0.93 times, respectively, for the fourth quarter when excluding the benefit of any federal stimulus funds. EBITDAR coverage for the standalone quarter ended March 31, 2022, for a core portfolio was 0.93 times including federal stimulus and 0.76 times excluding the $39 million of federal stimulus funds. This compares to the standalone fourth quarter of 1.19 times and 0.98 times with and without $47 million in federal stimulus funds respectively. Occupancy for our overall core portfolio had slowly turned it upward throughout 2021 reaching a high of 75.8% in December, up from a low in January of 2021 of 72.3%. In January of 2022, the portfolio saw a dip in occupancy to 74.6% due to the Omicron surge, but has since trended up based upon preliminary results, increasing to 77.7% as of mid-July. Turning to our senior housing portfolio, today our overall senior housing investment comprises 181 assisted living, independent living, and memory care assets in the United States and the United Kingdom. This portfolio, on a pure play basis, had its trailing 12-month EBITDAR lease coverage decrease to 0.93 times at the end of the first quarter as compared to the end of the fourth quarter of 2021, which covered at 0.94 times. Based upon preliminary results, occupancy for this portfolio has recovered to 87.9% as of mid-July 2022 versus 83% in January of 2022. Turning to portfolio matters. Guardian, as previously reported, on April 8, 2022, Omega entered into a restructuring agreement with Guardian Healthcare. As part of that restructuring plan, Omega sold 12 facilities and released eight facilities as anticipated. Beginning in April of 2022, Guardian resumed making contractual rent and interest payments. AGMO. We continue to be in ongoing discussions with AGMO on a restructuring agreement, which is expected to involve the sale of a material portion of AGMO's existing OMEGA portfolio. We will continue to provide updates as discussions progress. Other operators. As of today, OMEGA had two other operators that were unable to make their full contractual rent payments in the second quarter and subsequently in July of 2022. As it relates to operator number one, On April 29, 2022, OMEGA entered into a Fourth Amendment to an existing master lease whereby we agreed to use an existing security deposit to pay March rent and agreed to defer April rent. While rent was paid in full for the month of May, June and July rents were only partially paid. Of the $2 million of monthly contractual rent due, OMEGA received $500,000 in June and $1.5 million in July. We are in ongoing discussions with this operator to rectify this situation, which may include future deferrals and or asset sales or releases to other unrelated third parties. As it relates to operator number two, in the months of June and July, this operator also made only partial rent payments. The shortfall of $550,000 and $800,000 for the months of June and July, respectively, were covered by using a portion of an existing $5.4 million security deposit. The security deposit, which was in the form of a letter of credit, was drawn in full in July. We currently hold approximately $4 million of the remaining security deposit in cash. Similar to operator number one, we are in ongoing discussions with this operator, which will likely include future offsets to the remaining security deposit and potential asset sales and releases. Turning to new investments, on June 2, 2022, Omega completed a $20 million preferred equity investment in a joint venture which acquired an acute care hospital located in New York City. This preferred equity investment bears a cash yield of 12% and is structured to be redeemed within a five-year term. Additionally, on October 28, 2022, Omega closed on a $36 million MIS loan investment and a $90 million working capital loan commitment, both to an existing operator. The MES loan bears a cash yield of 12% and has a three-year term. And the working capital loan bears a blended cash yield of 11% and has a one-year term. Omega's new investments in capital expenditures for the quarter totaled $73 million. Year-to-date, as of June 30, 2022, Omega's new investments in capital expenditures totaled $214 million. The amounts exclude the $90 million working capital loan commitment. Turning to dispositions. During the second quarter of 2022, Omega divested 13 facilities for total proceeds of $54 million. I will now turn the call over to Megan.

Thanks, Dan, and good morning, everyone. Community spread of COVID continues to be a leading indicator of the caseload within the long-term care industry. And following that trend, there has therefore been a resurgence of cases of late. That said, any strain on an already tenuous staffing situation is concerning, as it has the potential to delay an already slow occupancy recovery. Although occupancy continues to improve, with 27% of core facilities now having recovered and an additional 21% recovered to within 5% of pre-COVID levels, staffing shortages, which can be exacerbated by quarantine requirements, are continuing to have an impact. In June, AHRQ released the results of a survey of 759 nursing home providers, results of which showed that 61% are still limiting new admissions due to staffing limitations. And at the same time, expenses continue to be elevated from pre-COVID levels, in particular as it relates to staffing and other staffing-related items. Agency expense on a per-patient basis for our core portfolio for first quarter 2022 continues to be elevated at six times what it was in 2019. Last week, CMS issued its final 2023 payment rule, which while inclusive of a 5.1% rate increase beginning October 1st, offset that increase by a cut of 2.3% related to bringing PDPM back to budget neutrality for a net increase of 2.7% or $904 million. While this is an improvement over the proposed rule, which incorporated the full 4.6% cut for the 2023 rate setting year, with the final rule spreading that over two years, it is still disappointing in light of the current environment. Conversely, as Taylor mentioned earlier, a limited number of our larger states appear with strong lobbying efforts from the industry to be reacting appropriately to the inflationary environment, as well as the increased cost structure that operators are operating under currently. while also balancing that with the desire for additional regulatory requirements. These states, such as Florida and Pennsylvania, to name a few, have required such things as increases in wages and a minimum staffing level, while also increasing reimbursement to more than defray these additional costs. Additionally, other states have provided for continued COVID-related FMAP rate increases post public health emergency either on a permanent or phase-out basis. Given that the long-term care industry is still deeply entrenched in the recovery phase of this pandemic, we hope that the federal government takes note of some of these more balanced state actions and sees clear to provide funding for any mandates that it may impose. I will now open the call up for questions.

We will now begin the question and answer session. To ask a question, you may press star then 1 on your telephone keypad. If you're using a speaker phone, please pick up your handset before pressing the keys. To withdraw your question, please press star then 2. Please limit yourself to one question and one follow up. At this time, we will pause momentarily to assemble our roster. Our first question will come from Connor Serversky with Barenburg. You may now go ahead.

Good morning out there. Thanks for having me on the call. I'm going to lump a couple together here pertaining to Guardian. So is the restructuring effort effectively complete? Are there any other moving pieces that you are taking into consideration here? And then for the master lease agreement revised to $24 million in annual rents to be paid to OHI, could you quantify at all what kind of haircut you would be taking on the remaining facilities as if compared to a more normalized or pre-pandemic environment?

So the guardian restructure, as you suggested, is complete. We have sold and or released all the facilities that we intended to as part of that restructure, and we did reset the rent. The rent number is down, I would say modestly, from pre-COVID or pre-pandemic contractual rent rates, but it wasn't a meaningful or significant cut when you look at the new rent plus the rent equivalents from what we either sold or released.

okay understood and then similarly as it relates to a gmo i mean it sort of stands out that there's been less disclosure on paper compared to guardian and obviously it's the limitation how much you can speak on the subject but would you be willing to take a similar or are you looking to take a similar strategy that you took with restructuring the guardian portfolio and understanding that the gmo operates in a number of different markets is there any kind of rhyme or reason you're looking at as to which assets you would potentially be looking to keep versus what would be sold or repositioned?

So, yeah, there's a lot more details on Guardian because the restructuring, no, on Guardian because the restructuring has been completed. So, Ajeema has not been completed. We're still working through it. It does involve asset sales, and we really can't lay out the details until that's really done. And then we'll give you, obviously, more details about what occurred and then what kind of hit we took, if any. But it is similar to the Guardian situation in terms that we are selling and we're releasing a pretty fair number of facilities. We expect any cut to the pre-construction rent to be modest at best or worse.

Okay, understood. Thank you.

Our next question will come from Jonathan Hughes with Raymond James. You may now go ahead.

Hey, good morning. This is a question for Bob, and I asked a similar one last quarter, but just to simplify for us listening, could you give us the expected change from second quarter to third quarter driven by revenue from operators either resuming paying rent or no longer paying rent? I think last quarter that number was kind of 11 and a half million or so, and we did see FADF about 10 million this quarter, or this past second quarter versus first quarter. But I just think that would be helpful for us listening if we could get a simplified sense of how a third quarter can shake out.

Yeah, I went through quite a bit of detail, and I apologize for that. I don't think I'm prepared for talking points. But, you know, the GMO was easy, which is, you know, it's bid and pay. We don't expect that right now.

Why can't it still be a negotiation? Then if you go through, we said, you know, guardian cash basis. We're keeping an eye on them. They did pay July. So right now we expect that to be at that $24 million annual run rate or $6 million in the quarter. The 3.4% operator, they paid July, so no change from second quarter. The 2.4% operator, or Sam referred to as operator number one, as Sam mentioned, they short paid. Their only cash base is placed in the second quarter. They short paid July. To the extent they pay is what we'll record. They recorded $2.5 in the second quarter. So far, we are at $1.5 million there. The last one we talked about was the 2.2% operator. They're on a straight-line basis. They did short pay, as Dan mentioned, both June and July. But we have letters of credit that support that. We'll apply the letters of credit, which equates to about $5.5 million during the second quarter. And lastly, we talked about just there are some, and you'll see it on page 19 of our supplemental. We sold some ad sets, and we put in there how much revenue in the quarter that represented. And then we also put on there the pro forma amount of the two new loans that Dan entered into, what that additional revenue would be equated to in the third quarter.

Okay. All right. I'll have to go back and piece those together. But, I mean, it sounds like it's a trend. Maybe there's some puts and takes, but perhaps flat would be, I guess, the rough number if we put all those items together.

Yeah. You know, again, we have someone on a cash basis, so it's going to be based on what they pay, but yes.

Yep. Okay. All right. That's helpful. Thanks. And then my follow-up would be on just demand for skilled nursing assets in the private market. That's been incredibly strong evidence by the dispositions completed year to date. Has there been any change in that demand given the higher interest rate backdrop and the uncertain macroeconomic picture over the past kind of three months or so?

You know, we haven't. really been in the market, believe it or not, for the last quarter or two in terms of putting things for sale. I'm not sure what the buyer universe is thinking about the interest rate increases. Obviously, they affect pricing and the way people think about the future. Most of these folks, most of these current buyers are looking out over the long term. Long term yields really haven't gone up that much. I think there's still a pretty pretty strong buyer universe out there looking to buy assets. And that's what we're seeing right now. It really hasn't weighed much just because of the rising interest rate.

Okay. That's it for me. Thanks for the time.

Our next question will come from Dave Rogers with Beard. You may now go ahead.

Yeah, good morning, everybody. I wanted to just ask about the broader restructuring of some of the leases that you were talking about, as well as some of the asset sales. But maybe before I get to that, Bob, in terms of the letter of credit that you had taken down in the quarter, when you look at your entirety of your tenant base, how much of your rent is coming from letters of credit on the straight line side? Is that just that you're giving us the largest tenancy? that are having problems, or is there an overall number that we can look at to kind of get a better sense for the total portfolio?

What I outlined was the majority of it.

There's not much on the smaller tenants. Okay. That's helpful. And then I guess I did want to go back to the idea of kind of the timing on some of the restructuring of these leases. When do you think you get through all of this? Is there – you know, is there a major issue now that we're through CMS? You're starting to see some of the Medicaid plans come out. Does this accelerate the timing of a GMO and some other things? I mean, I guess at what point do we get to the hinge point where some of the news, you know, starts to get a little bit better and these tenant issues start to dry up? Are we getting closer to that or do we think that that's going to continue throughout much of the year?

So a GMO, which is obviously the big one, you know, we, currently are targeting an early, early fourth quarter event to be completed there. So that's the big one, and none of the news that you've heard either from the federal government or the state reimbursements is going to affect that. That's just the restructuring in due course. And then some of these other ones, you know, it's just a process that you have to work through. It's lengthy. Sometimes it's quicker, but when it involves either sales or releases, there is a fair amount of lead time associated with that. And many of our restructures do involve that. So to the extent that that comes up with some of these other operators that we're discussing, that takes a while to work through. There's a lot of diligence, there's a lot of regulatory involvement, and it all takes time.

And the other part of that question I just wanted to get to was, You guys had mentioned in the past that you had anticipated maybe there was additional issues coming up. Are you still at a point today where you believe that you'll see additional issues arising with tenants, or was this what you had anticipated and you would expect that they start to abate at this point?

I think we still have to be cautious about the possibility of additional issues, but I will point out something that we talked about last quarter, which is that The issues that are coming up now are not as significant in terms of economic risk as we've seen in the last few months. So you think about the smaller operators that we're talking about now, the 2.2% revenue operator. We'll work through that. Those assets are strong. I don't see significant risk there, but it's obviously a headline that's tough for investors. And I will point out, The GMO is the one where you look at that. It's very big. It's fairly complicated. But if you put 6% of our revenue back to work, which is our goal and where we think we end up, it changes the metrics for everything. Fat payout ratios, leverage, a whole bunch of other issues. The things we're seeing today are just on the margin relative to something like a GMO.

That's really helpful. Thank you, Tim.

Our next question will come from Michael Griffin with Citi. You may now go ahead.

Hey, thanks for taking the question. Maybe back to the Aegemo restructuring and potential asset sales. Would the goal be, you know, similar sales relative to, say, you know, the Gulf Coast portfolio earlier this year in terms of buyers and kind of expected disposition cap rates on those?

Yeah, it'd be similar, but that's a good comparison.

Okay. And then maybe just on the phase-in of the CMS budget cuts, you mentioned a little bit in your prepared remarks, but I'd just be curious, you know, maybe what you'd like to see greater from the federal government to be doing in order to support the industry.

You know, so obviously it was great that they phased in that cut, but we would have liked to have seen that not kicked in at all this time around, given the environment. And I think Medicare and CMS are talking about certain unfunded mandates that we'd like them, if they're going to do mandates in the future, to have some funding mechanism for those, like we're starting to see in the states. So we're really concentrating a lot more on the states. That's the largest payer source for our operators. And if you think about where we are with our top 15 states, we've started to see some real good traction there. We have Florida with a 7.8% rate increase that kicked in or will kick in in October. We've got four of those states that have double-digit rate increases coming up later this year or early next year. Three of them have done continuation of the COVID FMAP funds post-public health emergency, so even after that, federal funding goes away. And then we're watching several other states as well, particularly Texas. But I think it's really the state side that we're looking at right now.

Okay, that's it for me. Appreciate the time.

Our next question will come from Daniel Bernstein with Capital One. You may now go ahead.

Good morning. I just wanted to kind of go back on a GMO. Do you have an expectation of recording cash rents in the fourth quarter with the restructuring?

I think you were a little hard to hear, but I think I heard your question. Are we expecting cash rents from a GMO in the fourth quarter? The answer is no, not as part of the current restructuring discussions.

Okay. And then the other question I had was... Sorry, go ahead.

No, I was just going to say we hope to complete it, and therefore there will be potentially proceeds from asset sales or releases, but not... cash rent coming in on the port court. Just want to make that clear.

Okay. No, I appreciate that. And then the other question I had was on the hiring within the industry, the SNF industry and your portfolio. How long does it take for a new hire to actually contribute to staffing to maybe allow operators to increase occupancy and new admits?

I mean, I think this is an industry where people come in on a regular basis. If you think about agency during COVID times, right, I mean, they get people acclimated pretty quickly and up and running pretty quickly on the first day they're in the door. So that helps with occupancy. I mean, again, that's where the agency aspect comes in. The bigger concern is making sure that someone gets more involved in the culture. And, you know, from an agency perspective, we always – have concerns over potential survey issues for people who are in and out of the building. But in terms of new hires, I think that's pretty quick.

Okay. And then one last question for me, just kind of going back to the investment side of the business. Have you seen any indications that cap rates can move up or maybe including indicators such as retrades or, you know, deals that you've looked at got outbid and now they're coming back to you? Just trying to kind of get a forward-looking sense for where pricing might go.

Not a lot of good data there, Dan. Maybe just on the margin, you see it a little bit, but I would tell you that there's just not enough out there to say there's a trend yet.

All right. Appreciate all the callers. Thank you. That's all for me.

Our next question will come from Nick Willico with Scotiabank. You may now go ahead.

Thank you. First question was just going back to the 3.4% operator. I just want to make sure that I understand this correctly in terms of, you know, the operators paying rent again. I think you said it's also paid in July. But at the same time, you know, you described in the release how they pretty much maxed out their line of credit facility. And so I just want to make sure that for that operator that, you know, we should be fully confident that they're going to continue to pay rent, or was there a chance that, you know, some of the drawing on the credit facility was actually being used to help pay rent?

You know, I think we're working with that operator, as we indicated. You know, they've hooked their on-cash basis, so we won't record rent if they don't. Oh, my goodness. So, but right now, I mean, the expectations they will continue to pay rent going forward, but we have some discussions around potentially selling off some of the underperforming assets.

Okay. But the way you described it earlier, I just want to make sure I'm clear on this. Was there, you know, from the beginning of the year since when they weren't paying rent to June 30th when they were fully paying rent, how much did they draw on the credit facility with your company? Okay.

They drew $4 million since the beginning of the year. Nick, if you look, they paid $8.8 million in the second quarter, and they paid another just under $3 million in July.

Got it. Okay, thanks. That's helpful, Bob. So the other question I had was in terms of the new investments you made, the MES loan and the preferred equity investment, are those both fully cash-paying loans?

Yes, they are.

Okay. Okay. And then just following up on the MES loan, the working capital loan, can you just describe sort of the health of the operator that you helped fund there? I mean, is this a troubled operator that needed capital and we need to worry about, you know, it's an operator that maybe we don't, that hasn't gone through any sort of non-payment of rent yet?

So just the opposite. This is a very, very strong operator. client have been with us for a very long time. We assisted them on our capital stack as part of an acquisition. So it had nothing to do with the restructuring.

Okay, great. Thanks. And just one last question, I guess, is on the dividend, you know, how we should think about that. You know, it's pretty much paying out most of AFFO right now. If you look at your cash flow statement, you're paying out more in your dividends than you are getting in operating cash flow. So You know, I mean, what's the board thinking in terms of the ability to keep the dividend as it is?

Yeah, so as you know, Nick, cash flows will have certain timing things that will show up in the quarter. Bob can walk you through that. But I think the metric, the one to really look at is FAT, so cash per share versus dividend. And we're paying out 94% of FAT today. But when you think about putting a GMO back to work, you get into the 80s. And we're highly confident that a GMO is going to get put back to work if these other issues just aren't that significant in terms of moving the needle. So it's a fair point, and we've said in the past, if that perspective changes, then we'll re-look at our dividend policy. But I think to the extent we still see things the way we're talking about today, you'll see us maintain our dividend. Because remember, pre all this, We were paying, we were close to our minimum payout anyway. And with these, as we resolve these things, we'll push back into the 80s and we'll be in that same spot.

Okay, thanks, Taylor. Helpful.

Our next question will come from Teo Ocasana with Credit Suisse. You may now go ahead.

Yes, good morning, everyone. So I just wanted to pivot to something a little bit different. In the quarter, you guys kind of disclosed a legal reserve. I'm just kind of curious what that may have been in regards to.

Yeah, Tayo.

You know, there's a lawsuit that we inherited in a deal that we completed several years ago, and we think it's going to be settled, and that's what that preserves for.

Gotcha. Okay. That's helpful. And then, Taylor, I mean, some of the comments you've made, I mean, I guess I'm kind of reading cautious optimism from you and the rest of the team in regards to, you know, there could still be some near-term challenges, but the worst is over. I mean, is that what you really kind of want us to kind of take away from the call, or should we still kind of, you know, still be concerned about potential for things to get worse before they get better?

I'm relatively optimistic long-term, but I think the short-term issue, and Megan mentioned it, is at the state level, where we've seen some really great reactions from a number of states with big, big Medicaid rate increases to offset the labor costs that aren't going to go away. That being said, we're in the state of Texas, which right now, with the public health emergency, you have the $20 Medicaid add-on. When the public health emergency ends, whether that's mid-October or it gets extended into 23, we still need to see how Texas reacts from a Medicaid rate perspective. So there's an example where I'm hopeful, but we just don't know. So I'd say... Optimistic long-term, cautiously optimistic short-term, but with one of the big highlights being where do state Medicaid rates come in over the next nine months?

And Texas being the biggest wild card for you guys?

Well, just because it's one of our biggest states.

Great. Thank you. Thank you.

Our next question will come from Rich Anderson with SMBC. You may now go ahead.

Thanks. Good morning. On the 2.4% tenant, paid in May then flipped on you and didn't pay in June or didn't pay fully in June. What do you think the rationale was for that change of heart? Was it a labor issue or something else that maybe is not as obvious? How would you characterize the quality of the portfolio in terms of your ability to sell assets there to the extent that you go that route?

So I think this operator, like most operators, I mean, to the extent that they have the cash on hand to pay rent, they pay rent. I think that they found themselves coming up short, and so we ended up getting short paid. And that's going to change from month to month. It depends. There's some months that have free payrolls or some months where Medicaid remits are slow. or they don't come in until the following month. There's a whole host of different things that can affect, you know, the cash flow. The assets in this portfolio are very, very high, the asset quality.

Okay. West Coast, I think.

Yeah, no comment on that. All right.

The broader question is when you think about what you're going through today and how you're restructuring leases, how does this sort of manifest itself when you're thinking about escalators? Because in my view, investors and people like me care a lot more about coverage and coverage improving rather than any growth that you might get here or there out of a triple net structure. So do you agree with that statement that it's more about coverage than it is about growth? You get your growth from external sources. And if that is the case, are you dialing down escalators when you're restructuring such that you don't run in or you lower the risk of running into some more problems in the future?

Yeah, philosophically, we still think escalators that are a proxy for inflation is the right model. Now, I've heard plenty of people argue that it's not the right model, but that's after going through an extended period of very low inflation. And we know rates typically follow inflation. And rather than focusing on the handful of struggling operators, I'd point you to the majority of operators that continue to perform that are able to handle escalators. And I think that economic proposition of that model is something that we're not the right way to look at it from an industry perspective. I get the alternative argument, but that's our view as we sit here today.

Fair enough. And then last question. You mentioned Texas being your biggest state. It's also a big state. How would you approach Texas right now? You're getting all these good reads on Medicaid from several states around the country, but you're kind of in a holding pattern with Texas until sometime next year. Would there be any situation where you'd be willing to make an investment of scale in Texas at this point, or is it almost impossible for you to underwrite it at this juncture because you just don't know where it's going?

We haven't had an opportunity to look at anything in Texas, and we obviously would with the right operating partner. Somebody that's already in our portfolio where we understand the credit and perhaps the credit's enhanced by the existing mass release. That being said, it's a fair point. You have to be able to look at Texas and say, if I assume minimal or no rate increases, what does that portfolio, that pro forma have to look like as part of the analysis? And so I think transacting in Texas is a bit of a wild card until we see what the legislature does in 2023. As I think you know, they meet every other year. So fortunately, we're in a legislative year coming up in 23. Okay.

Fair enough. Thanks very much.

Our next question will come from Steven Valliquetta with Barclays. You may now go ahead.

Thanks, Sagamore, everybody. So I just want to touch on from your prepared remarks, you alluded to a large survey with some 60% plus SNFs in that survey still having to turn away some patient volume due to staffing shortages. So obviously it's probably incredibly difficult to quantify this, but I guess just based on feedback from your own operators, what do you think the magnitude of impact is just on your portfolio occupancy solely related to just the dynamic of your SNF operators having to turn away patient volume due to staffing shortages? Are we talking tens of basis points or hundreds of basis points? Any thoughts on that would be helpful. And also, where do you think that volume goes? Does it just funnel to home health? I'm curious where you think that volume goes if SNFs are not capturing it.

Thanks. I think to that last point, I don't know that it's necessarily home health. I do know that, you know, hospitals, sometimes those patients get trapped in the hospitals and can't be moved out to the SNFs because there's not, in a certain particular area, there are beds for them to go to. I don't know what the number is from an occupancy perspective, but it is having a significant impact on our occupancy. If you think about that ACCA survey being a proxy for where we would be, 60% of buildings at any given time would have limited capacity because of staffing issues. I think that is cause for concern in the industry in general. I will say anecdotally, I think our operators feel like this is getting a little bit better as they try to work through their staffing issues with wage increases and various different things, including some of our operators have had some success with getting international nurses in, which is starting to help as well.

Okay, got it. Okay, appreciate the color. Thanks.

Our next question will come from Vikram Malhotra with Mizuho. You may now go ahead.

Thanks for taking the question. Just on the point about investments, just maybe broadly capital allocation. How are you thinking about, you know, buybacks at this level versus investments and then within investments, is there an opportunity, you know, to maybe look at so-called value add given the, trajectory you may contemplate long term or what type of assets are you focused on on the investment side?

In terms of stock buyback, I think if you look at where we bought stock over the last couple of quarters, that's a pretty good indication of how we think about stock buybacks versus our current price. And then in terms of capital allocation, And value add, you know, we're always looking at value add, thinking about it, but frankly, the best capital allocation we could do is with our existing operators. And if I just contrast the US versus the UK, the UK pipelines act really active. And we have, you know, a number of operators in the UK, and that I think reflects almost a complete recovery from COVID in the UK in terms of occupancy and the operating model. And I contrast it to the U.S. where obviously we're not there yet. The level of activity is lower, but we are seeing some of our bigger operators become a little bit more inquisitive, which is why we participated as an example in the one deal that Dan mentioned this past quarter.

Okay. And could you maybe just expand upon specifically your thoughts around taking on more senior housing assets in the RIDEA structure and maybe your behavioral?

So we don't have any RIDEA. We really haven't found any opportunities where that seems attractive to us. Behavioral, we have a number of behavioral assets. It's just in our other bucket. So a couple of Jerry's Psych Hospitals, a bunch of substance use disorder assets. We continue to look at the asset class, and we like it. It's gotten a little bit expensive on a relative basis, but we know it and we're interested and we'll continue to look.

Okay, great. And then just last clarification, I think you mentioned we've obviously seen Florida and Pennsylvania. I think, you know, Virginia has a double-digit rate. Are the other two states, you know, Mississippi and Kentucky, are there any I'm missing? And just to clarify on the Texas side, In the way it works, is there a proposal and a comment period, or is it just they meet in early next year and we just get to know what that rate is?

So the other double-digit state that you're missing is Washington, which you remember was Washington State was the largest hit at the beginning of COVID, right? They had that one building. So they're a really, really long way and also have continued their COVID FMAP post-public health emergency as well. And then in terms of Texas, so the rate setting won't be until sometime next year, it's around April or May, where they start having their legislative session. But what we have heard is that Governor Abbott has said that he thinks skilled nursing facilities do need rate increases. What comes of that, we're not really sure at this point, but the big push in the state is that at the very least, for the 1963 FMAP to continue post public health emergency, but it's too soon to say where that goes. But if the governor's behind it, that's at least a good step in the right direction.

Makes sense. Thank you.

Our next question will come from Joshua Dennerlein with Bank of America. You may now go ahead.

Hey, guys. Hope everyone's well. on a gmail i guess i'm just kind of curious on maybe what's taking so much time to kind of come to an agreement just trying to figure out what the sticking points are just maybe a better idea of when it might actually go through so it's not necessarily the agreement it's what goes into that agreement and what is part of it which as we've indicated multiple quarters now involves

some significant asset sales. So you have to take that into account that that is a lengthy process.

Is it like lining up buyers or just trying to sort out with the GMO, what, what you're selling or, or how it's going to be sold?

No, it's more working out. You know, it's first, you got to do obviously a marketing. Um, you got to select the right buyers. You got to negotiate your contract. Um, You know, you've got to submit chows. They've got to do their due diligence. They've got to get regulatory approval. I mean, the list goes on and on, and it is a lengthy process.

Okay. Okay. And then maybe just one last one. Are there any common themes on what drove the underpayments for the two tenants that didn't pay it, forget if it was June or July, or underpaid in June or July?

I don't think there's any common themes, no, at least. Operators do business in different states. I think it's just that their cash flow is thin at the moment. All right.

Thank you.

Again, if you have a question, please press start and 1. It appears there are no further questions. This concludes our question and answer session. I would like to turn the conference back over to Taylor Pickett for any closing remarks.

Thank you. Thanks, everybody, for joining us this morning. We appreciate it. As always, if you have any follow-ups, please reach out to Matthew or Bob. Thank you.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.