Omega Healthcare Investors, Inc.

And I'd like to turn the conference over to Michelle Reaver. You may begin.

Thank you and good morning. With me today is Omega 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, potential transactions, operator prospects, and outlook generally. Factors that could cause actual results to differ materially from those in the forward-looking statements are detailed in the company's filings with the SEC. During the call today, we will refer to some non-GAAP financial measures, such as NAVREED FFO, Adjusted FFO, FAD, and EBITDA. Reconciliation of these non-GAAP measures to the most comparable measure under generally accepted accounting principles are available in the quarterly supplement. 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 third quarter 2024 earnings conference call. Today, I will discuss our third quarter financial results and certain key operating trends. Third quarter FAD, funds available for distribution of 70 cents per share, was better than expected, and it should continue to improve as several portfolios are in the process of being transitioned, which will result in FAD upside over the next few quarters. Our dividend payout ratio is now 96%, and should continue to drop into the low 90% range in the upcoming quarters. As a result of our -to-date portfolio transitions and acquisitions, we have again narrowed and increased our 2024 AFFO guidance to a range of $2.84 and $2.86 per share. We have issued a significant amount of equity to fund our robust pipeline, which has bolstered our liquidity and further de-levered the balance sheet. As Dan will discuss, key tenant occupancy and rent coverage metrics are strong, while the under one times EBITDA our coverage operator metric has no material risks or concerns. During the first three quarters of 2024, we have issued over $800 million in equity, and -to-date, we've invested over $900 million. The pipeline remains very active. Our annual revenue run rate now exceeds $1.1 billion, with 25% of that revenue coming from our large and growing senior housing portfolio. We are well positioned to continue to deploy capital creatively, increasing our revenue, AFFO, FAD, and dividend coverage. I will now turn the call over to Bob.

Thanks, Taylor, and good morning. Turning to our financials for the third quarter. Revenue for the third quarter was $276 million compared to $242 million for the third quarter of 2023. The -over-year increase is primarily the result of the timing and impact of operator restructurings, transitions, and revenue from new investments completed throughout 2023 and 2024, partially offset by asset sales completed during that same time period. Our NAEFFO for the third quarter was $196 million, or 71 cents per share, as compared to $161 million, or 63 cents per share for the third quarter of 2023. Our adjusted FFO was $203 million, or 74 cents per share for the quarter, and our FAD was $192 million, or 70 cents per share, and both exclude several items outlined in our NAEFFO, adjusted FFO, and FAD reconciliations to net income found in our earnings release, as well as our third quarter financial supplemental posted to our website. Our third quarter FAD was two cents greater than our second quarter FAD. As highlighted in yesterday's earnings press release, Levee paid an additional $3 million in the third quarter as they've continued to pay monthly rent of $3 million per month starting in June. Levee paid $3 million in rent for the month of October as well. Maplewood paid $12.1 million in rent in the third quarter versus $11.8 million in the second quarter. In October, Maplewood paid $4.05 million in rent. And lastly, we continue to issue equity to both pre-fund acquisitions and prepare for our $400 million bond maturing in January 2025. We generated almost $2 million, or $900,000 in incremental short-term interest income over the second quarter as we ended the quarter with $307 million of incremental balance sheet cash over the second quarter. Our balance sheet continues to remain strong. In the third quarter, we completed $467 million in new investments, including CapEx, and funded the investments through a combination of cash from operations, the assumption of $243 million in debt, and the issuance of 14.2 million chairs of common stock or over a half a billion dollars in equity proceeds. We ended the quarter with over $340 million in cash on the balance sheet and a fully available credit facility with a borrowing capacity of $1.45 billion. At September 30th, 95% of our $4.9 billion in debt was at fixed rates, and our net funded debt to annualized adjusted EBITDA was 4.23 times. Down from 4.76 times in the second quarter, and our fixed charge coverage ratio was 4.6 times. As Taylor mentioned, we increased our full year adjusted FFO guidance to a range between $2.84 to $2.86 per share. A few of the key fourth quarter assumptions are, we're assuming no change in our revenue related to operators on an equal basis of revenue recognition. We're assuming Levy continues to pay at the existing rate of $3 million per month, and Maplewood's ability to pay contractual rent continues to improve. We're assuming the new operator of the Guardian Transition Properties continues to pay $2.9 million in rent per quarter, consistent with the third quarter. We're assuming $31 million in asset sales in the fourth quarter, related to the sale of a portion of the facilities classified as held for sale at the end of the third quarter, for which we recorded $200,000 in revenue in the third quarter. We've included the impact of the $119 million of new investments completed in October, which were funded with equity. We project our quarterly GNA expense to continue to run between $11.5 and $13.5 million in the fourth quarter. We assume no material changes in market interest rates as they relate to either the interest earned on balance sheet cash or interest expense charged on credit facility borrowings. Finally, we assume we will continue to pre-fund acquisitions and prepare for our January 2025 $400 million bond majority by issuing equity. As a reminder, for every 4 million shares issued, our quarterly adjusted FFO is negatively impacted by slightly less than one penny per share until the cash is put back to work in new investments. Our 2024 adjusted FFO guidance does not include any additional investments or asset sales, as well as any additional capital transactions, other than what I just mentioned, or what was included in the earnings release. I will now turn the call over to Dan. Thanks,

Bob, and good morning, everyone. As of September 30th, 2024, Omega had an operating asset portfolio of 962 facilities with approximately 90,000 operating beds. These facilities were spread across 81 third-party operators and located within 42 states in the United Kingdom. Trailing 12-month operator EBITDAHR coverage for our core portfolio as of June 30th, 2024, increased to 1.49 times versus 1.42 times for the trailing 12-month period ended March 31, 2024. Turning to portfolio matters. As of today, Omega is currently not engaged in any restructuring activity with any of its material operators, the one exception being Levee, which will be seeking confirmation of its plan of reorganization in mid-November. Turning to new investments. During the third quarter of 2024, Omega completed a total of $467 million in new investments, inclusive of $27 million in CapEx. The new investments include the previously announced buyout of a 51% JB partner in 63 care homes in the United Kingdom. The 63 care homes are leased to two established UK operators with current annual rent of $43.6 million. Inclusive of Omega's third quarter investment of 365 million, Omega's total cash investment in the 63 care homes is $441 million, which results in a gross return of 9.9%. The additional third quarter new investments of 75 million have a weighted average cash yield of .1% and involve seven facilities in three states in the United Kingdom. Subsequent to the third quarter of 2024, Omega closed on $119 million in additional new investments, excluding CapEx. The investments involve three facilities in two states and 14 facilities in the United Kingdom and have a weighted average yield of 10.5%. Year to date through October, Omega has closed on $915 million in new investments, including CapEx through the third quarter. I will now turn the call over to Megan.

Thanks, Dan, and good morning, everyone. State reimbursement continues to be one of the keys to the improved metrics that Dan spoke to. While we applaud the fact that many states have and continue to step up in very meaningful ways, we also know that reimbursement support has a tendency to ebb and flow. And therefore we would caution anyone from thinking that these levels of increases are guaranteed to continue in the long term. Meanwhile, we are all anxiously awaiting the outcome of the various efforts against the staffing mandate. Plaintiffs, including certain industry associations, have filed a motion for summary judgment in federal court in the state of Texas with respect to their lawsuit against the mandate, which they argue oversteps CMS's authority. While not guaranteed, the ruling on that could come as early as first quarter of 2025. Additionally, 20 attorneys general have also filed suit against the staffing mandate in federal court in Iowa. While the overturning of the Chevron Doctrine by the Supreme Court earlier this year certainly appears to pave the way for a victory on the legal front, post-election legislative efforts also remain as the reversal of the rule would stand to save the federal government $22 billion over 10 years, according to the Congressional Budget Office. With no federal funding specifically earmarked for the mandate and no imminent structural improvements that would improve staffing availability, we are hopeful that the rule will ultimately be overturned and that any future regulatory changes, staffing or otherwise, will be introduced in a much more thoughtful way. I will now open the call up for questions.

Thank you. The floor is now open for questions. If you have dialed in and would like to ask a question, please press star one on your telephone keypad to raise your hand and join the queue. If you'd like to withdraw your question, simply press star one again. To allow as many questions as possible, we please ask that you limit yourself to one question and one follow-up. Your first question comes from the line of Jonathan Hughes of Raymond James. Your line is open.

Hi there, good morning. Looking at EVDAR coverage and it's now basically one and a half times. That's I think the highest in the post pandemic world and the outlook for improving coverage is strong due to some favorable supply demand dynamics that I think we all know about. But I wanted to ask about the triple net lease structure. I know you don't necessarily get to participate in that EVDAR upside, but the safety of the rent pay do does increase. I don't believe I've ever asked a question about lease expirations, but for those few leases that do expire, what's the ability you have to either increase rent and maybe reset coverage and go back to say a historical 1.3, 1.4 times range or would you rather just renew them higher modestly and take the higher coverage and greater rent safety?

That's a great question, Jonathan. If you look at, we have a couple of majorities that are pretty big in 2027 and it's a good example of the structure in this industry where you typically have a 10 to 15 year lease that has renewals at the operators option. So structurally, there's really not a big opportunity in most leases to reset. We have a handful with reset rights for various reasons, but in terms of the overall model, you just

don't, that's not how this industry has evolved. Okay. And then I'll

stick with just one more and looking at leverage. So maybe for Bob or you Taylor as well. I think the 4.2 times leverage today is a decade low. I don't know what the all time low is, but it's lower than at any point, I think since 2014. The investment strategy are really wide and a creative using equity that obviously never has to be refined. My question is, has there been any change to the leverage target of four to five times or is it still that range, maybe in the consideration to running even lower to put you in a better position for opportunities over the next several years?

We haven't changed the static guidance is still between four and five times, but I think given the pipeline and given the equity currency and the spread that you just mentioned, you would think it would continue to go down.

Thank you. Your next question comes from line of Michael Griffin of Citi. Your line is open.

Thanks. Just wanted to touch on occupancy for a bit. Obviously it continues to increase on a sequential basis. And I'm curious, do you can kind of give us some building blocks on what the drivers of this are? Is this due to facility staffing increasing? Is it due to greater resident penetration? And do you think we're in a world in a scenario in the near term where we are at or above kind of your pre-COVID level of occupancy?

Yeah, I mean, I think, look, the occupancy is gonna continue to go up. I think it's gonna, we've seen some increases in the last couple of months from where even that number is, but we're back to a time where there's sort of the cyclical times where, the summer months it might go down a little bit and the winter it might go down a little bit. But ultimately I think, yeah, staffing has improved a little bit. It's still a struggle in a lot of different areas. And so you'll see different occupancies in different areas depending on what's going on. But certainly staffing continues to be a concern.

Great, that's helpful. And then just maybe turning to the transaction activity and kind of your thoughts on the acquisition environment. Are you seeing a lot of these deals mostly driven by motivated sellers that have upcoming maturities, they can't refi, or has the market become more deep and liquid and bid-ask spreads have narrowed somewhat? And then if you could comment maybe on the availability of any bridge to HUD lending, that would be helpful too.

Yeah, I mean, the market has been and continues to be awfully active. I think that there's no one reason to point to to tell why it's become so active. But obviously the rates have come down a little bit and people are seeing big dollars out there available. There is more capital now. So I think overall that's just great in a very active market. And I think we'll see that going forward here for the next at least 12 months.

Thank you. Your next question comes from the line of John Kielchowski of Wells Fargo. Your line is open.

Hey, good morning guys. Hey, Sus, I'm for John. Thanks for taking the question. Just outside of the minimum staffing, like what else is on the ballot here that we should be aware of? We've heard discussions around care at home, Medicare advantage denying SNF claims at elevated levels, et cetera. And also we'd just like your thoughts on how each candidate would impact the SNF landscape.

I mean, look, at the end of the day, we can't really determine what's gonna happen with the election or what would happen depending on who gets put into power. But this industry always does better when there's a balance of power. So regardless of who wins the presidency, we'll be looking at Congress to sort of balance that piece of it. You mentioned a bunch of regulatory items and certainly, will those have an impact on the industry potentially? But really nursing homes have already pushed everybody out to home health that could be there. It's really a needs-based industry. And I think you'll see stuff around the edges, but I don't think that there's gonna be anything that would substantially change the industry.

Appreciate the color and just a quick follow up here. So just talk about the original expectations back in June for Levy to emerge out of the bankruptcy process here with the restructured balance sheet and how you expect the situation to play out during 4Q as comments seem to indicate that you guys are expecting some resolution here come mid-November here. Is there gonna be any loss of rent or downtime as a result of this transition?

So they're currently scheduled for a plan of confirmation in mid-November. We do expect that to go through. The plan sponsor will assume the lease as it stands today, which includes monthly rent payments of $3 million. And that we expect to be the rent going forward. There is a difference in timing between confirmation and the effectiveness, but we expect to receive the full three months or the full $3 million in that period.

And the effective dates just relying upon regulatory approvals.

Thank you. Your next question comes from a line of John Polovsky of Green Street. Your line is open.

Good morning, thanks for the time. Megan, one for you on the regulatory front. I know state support has been a positive surprise for a while now. Have any major states reimbursement or kind of tides staffing service roles actually surprised negatively in recent months?

Can you repeat that? Sorry, the end of that?

Yeah, have any states essentially as state support surprised negatively in many recent months than any of your states?

I haven't seen anything negative. There've been some neutral ones where there's, you know, slightly positive to slightly negative, but most of what we've been seeing is pretty nice sizable increases.

Okay, and then any kind of concerning staffing rules kind of in the realm of a Pennsylvania-like scenario rumored right now in the market, any other states?

No, I mean, look, states are always looking at doing things like that, but I think everybody's holding off a little bit to see what happens with the staffing mandate.

Thank you. Your next question comes from the line of Nick Ulico of Scotiabank. Your line is open.

Hi, good morning. This is Elmer Chang on with Nick. I mean, just looking at your exposure to different segments, skilled nursing, senior housing. I mean, this is a function of what you've been investing in, but given exposure to skilled nursing, take down this quarter, maybe below, at least to circle levels, how are you thinking about operational volatility and investments going forward between these two segments?

Our investments are really driven by our, principally by our operating partner relationships. So to the extent we can lever into any of those relationships with the right underwriting, that's where our capital is going to go. It happens that senior housing, we've driven a lot more capital into senior housing over the last couple of years, and you've seen those percentages change a little bit. And I think that trend probably continues, but there's no particular goal other than continuing to allocate capital with meaningful spreads to our existing relationships.

Okay, makes sense. And then sticking to the investment side, you did add a skilled nursing facility development in Florida, I believe this quarter, into the pipeline. How are you thinking about exposure to that market, maybe development as an investment avenue going forward, depending on spreads you're seeing?

Yeah.

Again, with the right operator, we'll continue to allocate into that market. But, and the reimbursement has gotten much better in the state of Florida. So it's a lot friendlier environment than it was a few years ago. So again, if it fits our underwriting, we'll continue to allocate into that state.

Thank you. Your next question comes from the line of Juan Sanabria of BMO Capital Markets. Your line is open.

Hi, this is Robin Hanlon sitting in Juan. Just curious on Maplewood, what's the occupancy trend at the second out of assets and what's the outlook for stabilization at this point?

So, just

a

little note on Maplewood. We're done with the financial restructuring there. There's still some change of ownership and legal work around those documents, but just a note there, there's no material financial restructuring, but Maplewood has a little more wood to chop on the legal side. Inspire is now 72% occupancy, and it's really, it's a slow trudge up that hill. I don't know when they'll be to 85, 90%, but they are adding net residents each month. It's just, it's gonna take some time. So I'm hopeful sometime in 2025, we're talking about them being at those levels of occupancy, but remains

to be seen. Got it. On the DC development, what's the level of confidence there that Maplewood can increase incremental rents?

Can you help me one more time? The level of confidence that DC, yeah, DC, that we can increase incremental rents. Oh, yeah, DC is gonna be net additive to our rent pretty meaningfully. It's 6%, 7%, 8% year over year, and our expectation is we'll be receiving them.

Okay, and just on the investment pipe, what's the appetite to do bigger deals at this point?

I mean, there have been some bigger deals out there. We've had an opportunity to look at them. Maybe our underwriting is a little bit more disciplined than others. We've mostly passed on some of these bigger deals, or to some degree, we might still play some role in their tap structure on a go-forward basis.

Thank you. Your next question comes from line of Justin Hespeek of RBC Capital Markets. Your line is open.

Yeah, thanks for taking the question. Just where do you see the best new investment opportunities? Should we still think about the best opportunities being in the UK care home market?

I think in the short run, meaning fourth quarter, and maybe even first quarter, that will be a lot of what the pipeline's currently made up of. I think after that, we'll see. Obviously, the US pipeline or the US activity has picked up quite a bit throughout this year. So I expect that will shift at some point in 2025.

Okay, and then you mentioned that there are some bigger portfolios on the market that you guys did see. Can you just provide some color on sort of the pipeline, the size of the pipeline right now and the asset mix and location?

It's a little bit of a mixed bag. As I said, we've got a number of deals still that we're looking at in the UK. The US pipeline activity has picked up. We're looking at mostly SNPs, but we've got some ALFs sprinkled in there as well. So as far as size goes, it's hard to comment on what exists inside the pipeline, but we're obviously looking at virtually every deal that's out there on the market, including the big ones.

Your next question comes from the line of Alec Figen of Baird. Your line is open.

Hi, thanks for taking my question. Kind of off the pipeline question, you already talked about the US versus UK, but can you talk about lending versus real estate acquisitions and where the pipeline's headed so far in ForQ, it looks like it's been weighted to the loan side.

Yeah, I think for the most part, you'll still see us more heavily invested, obviously in real estate acquisitions and the fee simple properties themselves. We have dabbled in the loan side a little bit as of late. Those loans have a lot of different attributes. There's MEDS financing, there's some loans to lease, there's some long-term loans that actually look like leases with lockout provisions. So you got a pretty vast mixed bag of what type of loans they are. So we will do some of those. A lot of those are involved existing operators and just meeting some of their needs. Some of them are additive to the portfolio in terms of new operators, just getting it, finding a new operator, potentially in a new space.

Okay, thank you. And may you speak on the 15 assets that are currently held for sale? And then also how much of the portfolio

can be a candidate for asset sales? We have 15 currently, it's made up of really

three operators. As I said in my talking point, I expect half of that to be sold in the fourth quarter and the other half early next year.

And there really is very limited. We're always looking at ways to improve the portfolio and there might be sales opportunities, but there's not a lot of that within the existing portfolio as we sit here today.

Your next question comes from a line of Daniel Bayan of Bank of America. Your line is open.

Hello, thanks for having me. Just to go back on Maplewood, do you provide any color on why you push back on the timing for the Maplewood development?

The DC development, we were scheduled for December, now it looks like January. So it goes quarter to quarter, but this is really getting certificate and buttoning up the last pieces of construction and getting the CO, and we're talking about 30 days. Okay,

that's all from me, thank you.

Your next question comes from a line of Joel Bixstein of Jeffreys, your line is open.

Thank you for taking my question. It looks like a new SNF operator was added to the sub one-time EBITDA coverage list representing .2% of rent. I guess if you could just provide some color on maybe what drove the coverage decline and maybe what states the operator is located in, thanks.

Yeah, we have one operator that is always sort of on that cusp of falling below or above 1.0 times, but they're primarily in the state of Florida, which is gonna have a large rate increase. So we expect that to, over the next several quarters, work its way out of that bucket.

Great, that's all from me, thanks.

And your last question comes from a line of Juan Sanabria of BMO Capital Markets, your line is open.

Hey, it's Robin here again. Just had a follow-up on guarding actually, curious why they paid slightly higher rents and what it would take going forward to unlock the full 12.4 million. Yeah, I mean, we

obviously were able to hit the higher rent for 2024. Obviously we won't know until 2025 whether we hit the upper end of the rent range.

Okay, got it, and Megan, just one for you. You mentioned there are some areas that are seeing staffing difficulties still. Could you maybe just elaborate on specific states or markets?

I

mean, look, Florida is tough at times, but I think with the rate increase they're getting, that hopefully helps things out a little bit. Texas is tough, some of these rural areas are just a little bit tougher to find the staffing still. And so you do have people who are stuck in the hospital system who can't get pushed out because there's just not the ability to do that.

Thank you, and with that, that concludes our Q&A session. I'll now turn the conference back over to you, back over to Taylor Pickett for closing remarks.

Thanks everyone for joining today. Please direct any calls to the team. Have a great day.

This concludes today's conference call. You may now disconnect.