Greetings, and welcome to the Omega Healthcare Investors First Quarter 2024 Earnings Conference Call. As a reminder, this conference is being recorded. I would now like to turn the conference over to Michele Reber. You may begin, Michele.

Thank you, and good morning. With me today is Omega's CEO, Taylor Pickett; COO, Dan Booth; CFO, Bob Stephenson; 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 NAREIT FFO, adjusted FFO, FAD, and EBITDA. Reconciliations 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 have not been independently verified by Omega. I will now turn the call over to Taylor.

Thanks, Michele. Good morning, and thank you for joining our first quarter 2024 earnings conference call. Today, I will discuss our first quarter financial results and certain key operating trends. First-quarter FAD, funds available for distribution, of $0.65 per share was better than expected and should continue to improve as several portfolios are in the process of being transitioned, which will result in meaningful FAD upside over the next few quarters. Our dividend payout ratio of 103% remains slightly elevated but should drop into the mid-90% range in the upcoming quarters. We continue to have a handful of cash basis operators, including Maplewood and LaVie, that will impact our go-forward AFFO and FAD, making full-year 2024 FAD difficult to predict. However, longer-term, we believe all these assets, but in particular Maplewood, are well-positioned to generate reliable and growing cash flows and related rent. Although first-quarter AFFO of $0.68 per share was strong, we've elected to remain conservative with respect to our full-year guidance, and accordingly, we are maintaining our 2024 AFFO guidance between $2.70 and $2.80 per share. As Dan will discuss, key tenant occupancy and rent coverage metrics continue to improve. The under 1.0x EBITDAR coverage operator metric moved up slightly from 13.2% of total rent to 14.5% of total rent due to a 3.3% operator that moved from slightly above 1.0x coverage to slightly below 1.0x coverage at 0.98x EBITDAR coverage. We expect this operator to eventually move back above 1.0x coverage due to state Medicaid rate increases, leaving a balance of 11.2% or below 1.0x coverage operators. In looking at the 11.2% balance of below 1.0x operators, we can break the 11.2% into a handful of buckets. Operators representing 6.2% of the 11.2% are strong credits, and therefore payment of rent should not be an issue. Operators representing 2.2% at fourth-quarter and January EBITDAR coverage above 1.0x are benefiting from state rate increases and operational improvements that we expect to continue on a go-forward basis. That leaves operators representing just 2.8%, consisting of eight small operating relationships. Lastly, the government has issued its final rule for skilled nursing facility minimum staffing. Unfortunately, many of the constructive industry ideas and comments that include the use of technology and certain best practices were not included in the final rule. As there is a long lead time for the implementation of the final rule, we remain cautiously optimistic that the rule will be improved over the next couple of years.

Thanks, Taylor, and good morning. Turning to our financials for the first quarter, revenue for the first quarter was $243 million before adjusting for certain non-recurring items, compared to $218 million for the first quarter of 2023. The year-over-year increase is primarily the result of 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 period. Our NAREIT FFO for the first quarter was $153 million or $0.60 per share, as compared to $146 million or $0.60 per share for the first quarter of 2023. Our adjusted FFO was $176 million or $0.68 per share for the quarter, and our FAD was $168 million or $0.65 per share, both excluding several items consistent with historical practices and outlined in our NAREIT FFO, adjusted FFO, and FAD reconciliations to net income found in our earnings release as well as our first quarter financial supplemental posted to our website. Our balance sheet continues to remain strong. In the first quarter, we completed $55 million in new investments excluding CapEx and funded the investments with balance sheet cash and issuance of $33 million in equity under our ATM program. In the first quarter, we repaid all of our outstanding HUD mortgages totaling $43 million. These repayments stemmed from the previously disclosed LaVie asset sales and transitions. We ended the quarter with over $360 million in cash on the balance sheet and over $1.4 billion in credit facility borrowing capacity. Subsequent to quarter end on April 1, we repaid our $400 million maturing bond using balance sheet cash, April 1 rent collections, and borrowing the remaining balance on the credit facility. At March 31, 99% of our $5.1 billion in debt was at fixed rates, and our net funded debt to annualized adjusted normalized EBITDA was 5.03x. Our fixed charge coverage ratio was 3.9x. Turning to guidance, as Taylor mentioned, we affirmed our full-year adjusted FFO guidance between $2.70 and $2.80 per share. To reiterate a few of the key assumptions from the last earnings call, we are assuming no change in our revenue related to operators on an accrual basis of revenue recognition. We're assuming LaVie continues to pay at the existing rate of $1.5 million per month until completion of the portfolio restructuring and continued improvement in Maplewood's ability to pay contractual rent. We are assuming $82 million in asset sales related to the facilities classified as assets held for sale at the end of the first quarter. We've included the annual impact of our 2024 investments completed through May 2nd, as disclosed in the earnings release. We project our quarterly G&A expense to continue to run between $11.5 million and $13.5 million per 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. Our 2024 adjusted FFO guidance does not include any additional new investments or asset sales, as well as any additional capital transactions other than what was already mentioned. As several operator transitions are still in negotiations and precise timings are unknown, we continue to provide a wide range to our AFFO guidance.

Thanks, Bob, and good morning, everyone. As of March 31st, 2024, Omega had an operating asset portfolio of 866 facilities with approximately 84,000 operating beds. These facilities were spread across 73 third-party operators and located within 42 states in the United Kingdom. Trailing 12-month operator EBITDA coverage for our core portfolio as of December 31, 2023 increased to 1.33 times versus 1.28 times for the trailing 12-month period ended September 30, 2023. During the fourth quarter of 2023, our operators cumulatively recorded approximately $13.5 million in federal stimulus funds as compared to approximately $12 million recorded during the third quarter. Trailing 12-month operator EBITDA coverage would have increased during the fourth quarter of 2023 to 1.28 times as compared to 1.21 times for the third quarter when excluding the benefit of any federal stimulus funds. EBITDA coverage for the standalone quarter ended December 31, 2023 for a core portfolio was 1.48 times, including federal stimulus, and 1.41 times, excluding the $13.5 million of federal stimulus funds. This compares favorably to the standalone third quarter of 1.33 times and 1.27 times, with and without the $12 million in federal stimulus funds, respectively. During the second half of 2020, as the pandemic began to meaningfully impact our tenants' operations, the federal government began to provide relief in the form of direct stimulus payments to virtually all nursing home operators throughout the country. Knowing that the federal stimulus dollars were intended to offer short-term relief to cash-strapped operators, Omega began to report its coverage ratios on both a before and after stimulus basis. As federal stimulus dollars have essentially ceased, our coverage reporting beginning in the first quarter of 2024 will exclude any mention of federal stimulus funds. Occupancy for our overall core portfolio has continued to recover from a low of 74.6% in January of 2022 to 80.8% as of mid-April of 2024, based upon preliminary reporting from our operators. For comparative purposes, occupancy for our core portfolio was 83.2% for the fourth quarter of 2019, just prior to the onset of the COVID pandemic. Turning to portfolio matters, LaVie, after a considerable number of divestitures in 2023 and the first quarter of 2024, Omega's remaining portfolio with LaVie consists of 31 facilities, which include 13 facilities in North Carolina, nine in Pennsylvania, six in Mississippi, two in Virginia, and one in Florida. We remain in ongoing discussions with LaVie on the best overall future of each of these remaining 31 facilities. LaVie has paid approximately $1.5 million per month in rent for the last six months, including April of 2024. Maplewood, during the first quarter of 2024, Maplewood paid rent of $11.3 million. In April of 2024, Maplewood paid $3.8 million in rent. Maplewood continues to see strong performance across the portfolio, with 16 of the 17 facilities fully stabilized. Occupancy at inspired New York City is currently at 66%, while the 16 stabilized Maplewood communities are currently at 93%. Guardian, during the first four months of 2024, Omega released the remaining six facilities that were formerly Guardian assets to an unrelated third party. This concludes our restructuring of our Guardian portfolio and our relationship overall. In addition to the aforementioned restructurings and transitions, Omega is working with several other relatively small operators on various restructurings. Turning to new investments, during the first quarter of 2024, Omega completed a total of $75 million in new investments, comprised of $41.2 million in real estate loans, $13.3 million in real estate acquisitions, and $20.5 million in CapEx investments. The new loans have a weighted average interest rate of 9.6%. The new acquisitions have a weighted average annual yield of 9.8%, with 2.5% annual escalators. Subsequent to the first quarter of 2024, Omega closed on $165 million in new investments, comprised of $71.7 million in real estate loans and $93.7 million in acquisitions. The $71.7 million in loans were made to an existing UK operator and bear an interest rate of 10%. The subsequent acquisitions include a $62.7 million sale-leaseback transaction whereby Omega acquired 32 care homes in the UK and leased them back to a new operator at an initial cash yield of 10%, with 2.5% escalators, and a $31 million sale-leaseback transaction whereby Omega acquired one facility in Michigan and leased it back to an existing operator at an initial cash yield of 11.5% with annual escalators of 2%. Year-to-date, Omega has closed on $240 million in new investments.

Thanks, Dan, and good morning, everyone. The staffing mandate was finalized in April despite the fact that a majority of facilities in the United States do not currently meet the requirement, and that CMS provided for no funding mechanism. Although there is a delayed implementation based on urban versus rural, other than a very limited waiver exception, no adjustments were made in the final rule to take into consideration the wide variability of access to staffing across geographic regions or the actual acuity level of residents at any given building. The rule stayed largely unchanged from what was initially proposed despite calls for LPNs to be used to cover some of the proposed requirements, and for the 24-7 RN requirement to be covered by telehealth or on-call RN support. Instead, the one change that was made was to increase the overall hours from 3.0 to 3.48, with the additional 0.48 added to be covered by any mix of RNs, CNAs, or LPNs. That overall number is to take effect in two years for urban facilities, and three years for rural. Unchanged from the proposed rule were the 24-7 RN requirement going into effect in two years for urban facilities, and three years for rural, and the required 0.55 and 2.45 hours per resident day for RNs and nursing aids, respectively, going into effect in three years for urban facilities, and five years for rural. As a reminder, while there is obviously a longer-term impact that this mandate could have on the industry, the impact is negligible in the near-term given the delayed implementation. A lot can happen in the two years until the first set of requirements is set to be enforced. In addition to bipartisan legislation that has already been introduced in Congress and the potential for legal action, there is also the potential that additional rulemaking will change the mandate in the coming years. Notwithstanding the overhang, there remains positive momentum in the fundamentals of the business. We continue to hear from our operators that agency usage is down, and in certain portfolios has been eliminated entirely. However, the wide variation by market remains. Occupancy continues its steady improvement with a slight anticipated slowdown in the winter months; the number of core facilities recovered is now at 44%, up from the 42% reported in the third quarter. Additionally, 21% of core facilities that have not yet fully recovered are at or above 84% occupancy. I will now open the call up for questions.

Thank you. We will now be conducting the question-and-answer session. And our first question is from Jonathan Hughes with Raymond James. Please proceed with your question.

Hi, good morning. Thanks for the prepared remarks and commentary. I was hoping you could share some details of what the investment pipeline looks like today in terms of size, acquisitions versus loans, and maybe opportunities in the U.K. since we've seen some more deals there by you recently?

Yes, good morning. I would say that the pipeline is about as active as we've seen it in many years. That's spread across really everything: SNFs, senior housing, the U.S., and the U.K. We don't really toggle a dollar amount to that number of deals, but it's substantial. Quite frankly, there's just a lot of deals flowing in at the moment. So, I would say very active.

Okay. And then, maybe on the operator transitions, those are a normal part of your business in the industry. It was great to see Guardian completed. I guess, have you found it more challenging recently to find replacement operators, given some of the uncertainty facing skilled nursing on the regulatory and labor availability front, or maybe do transitions just take longer now, because there might be more uncertainty? Just any color there on transitions would be great.

I think it depends. The Guardian was a restructuring that took place in three parts over several years, and what we were left with at the end was probably the greatest assets in some difficult states. So, those were challenging. But for the most part, what we are looking at and what we've restructured over the course of the last several years has not been really all that challenging. Now, we've sold a number of assets, which is not our first choice, but that was the better thing to do given the time. But right now we're unfortunately we're not in a big restructure mode, with the exception of the remaining LaVie portfolio. So, we're not seeing a lot of that.

Okay, that's great. And then, maybe one more quick one, what's the timeline for the Guardian rent increase potential? I think I saw there $5.5 today and it could go to $12. Is that possible over the next year or more like several years from now?

So, that could be this year. It's a revenue-based kicker, if you will. So, the operator that's in there today that just came in has been in there for 30 days. So, it's too early to predict where they're going to come out in terms of increasing revenues. It could be low-point, mid-point, or high-point; just too early to say once again, but it is revenue-based. We do expect there to be some increase in the number over 2024.

Our next questions are from the line of Vikram Malhotra with Mizuho. Please proceed with your questions.

Thanks for taking the question. Just maybe building upon Guardian, I guess just versus the other two restructurings. I guess with Guardian's new rent level for those assets, it seemed to be a bit below expectations, at least on our side. I'm wondering, is there any read across to resolution of LaVie or Maplewood just given some industry headwinds and this minimum staffing? Or are those two situations unique enough where you have more visibility to the ultimate revenue collection or rent collection?

Yes, it's Taylor. Just a little more color, as Dan mentioned, Guardian was unique, in that the bulk of those assets are in Pennsylvania which is a very difficult state today. And I'll toggle then over to LaVie where we have very desirable states, with meaningful cash flow and our expectation is the baseline rent we're collecting today of $1.5 million a month will increase substantially. And then, Maplewood, I wouldn't even really call that a workout from our perspective. It's finalizing the issues with the estate, finalizing our business deal with the current management team, and just moving that forward and getting the noise away from that management team. We expect that those cash flows will improve throughout the year, especially as the team is able to focus on their business and not extracting themselves from the process of the estate.

Okay. That's really helpful. And then, just second, I guess, Bob, perhaps you could clarify, how should we think about the trajectory of FAD or FFO over this year, especially, just trying to understand was the current Guardian rent baked into at somewhere in the guide? And is this sort of the low-point going forward?

Well, a couple of things. From a guidance standpoint, we gave a wide range of $2.70 to $2.80, and at the low end, you would have the one aspect of Guardian, at the higher end it would be approaching that, and same with LaVie as well. That's how I find the ranges so well. In addition, we have a number of operators on a cash basis. I would think the, if you look at second quarter, I can't give you all the components, but just taking a look at what could impact second quarter, it should grow from there. You have the full impact of the $55 million of first quarter acquisitions, the $165 million of acquisitions we already announced in the second quarter. Dan already gave you a little update on Guardian. And then, on the expense side, if you look at it, we did pay off $400 million of bonds, April 1 and we paid off our remaining $42 million of HUD in the last week of March. But we have to fund the acquisitions with a combination of credit facility and/or ATM to get offset there. In the press release, you saw we had $82 million of assets held for sale. We did report $626,000 of FAD in the first quarter related to that. And the second note around the asset sales, assets held for sale, three of those buildings have already sold for roughly $27 million in cash. So, hopefully that helps you.

Great. Thanks so much. That's helpful.

Our next question is from the line of Michael Griffin with Citi. Please proceed with your question.

Great, thank you. I would like to get more details on the acquisitions you've completed this year and your expectations for the rest of the year. Should we assume that these will contribute positively to earnings right away? I understand that you don't include speculative acquisitions in your guidance, but I'm trying to understand how you might reach or exceed the midpoint of your guidance, considering the annualized FAD from this quarter.

Sure. Yes, we would expect them to be immediately accretive. We're quoting 10% yield numbers as the starting point. And that's I believe what you'll see going forward. Once again it is quite active in it. Even though we did a couple of loan deals in the first quarter and subsequent to the first quarter, the lion's share of our deals in our pipeline are in fact our normal bread and butter, which is acquisitions of these simple properties.

Great, that's helpful. And Megan, I appreciated your comments around the minimum staffing rolling in your prepared remarks. Can you just maybe highlight and again I realize it's early days, but maybe some initiatives that the industry is looking to undertake to kind of line up against the mandate?

Well, I mean, I think first of all, you have the Congressional legislation that's already been introduced, right? And I think people feel pretty good about that. The Congressional Budget Office has come out and said that the mandate is actually going to cost the federal government $18 million. So, that's helpful that they feel that way because they feel like several of the states will step up from a rate perspective and the federal government will optimize. There's also a belief that CMS really did not have the right to do this rule because there are already statutes on the books related to staffing. And so, there is the legal route that can be thought through, and I think a lot of folks are looking at that currently. And then, look, at the end of the day, this thing doesn't kick in for another two years. Even CMS and their fact sheet basically said they're going to continue looking at the rule, continue seeing what's going on in the industry, and potentially will change the rule before that two years.

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

Our next question is from the line of Tayo Okusanya with Deutsche Bank. Please proceed with your question.

Hi, good morning. Thanks for the time. Just wanted to follow-up on the kind of the Guardian question and the issues in Pennsylvania and see if there's any implications for LaVie. I think you said there's nine assets there and the prospects of transitioning or selling those assets given your comments around the difficulty operating in that state.

Yes, it's a good question, Juan. So, there are nine assets. The LaVie assets actually do reasonably well given the difficult operating environment in Pennsylvania. But I will tell you that Virginia, North Carolina, and Mississippi are so desirable that folks are looking at the whole package. We won't have to chop it up, and they generate substantial cash flows, which again support rents above our current run rate.

Great. Thank you. And then, just on the sub one-time tenant that more sounds like a rounding issue. When does the benefit of the Medicaid bump kick in to where you think that will get kind of picked back up into the above one-times coverage bucket? And apologies if I missed the prepared remarks.

Yes, the rate change takes effect on October 1. That's why we mentioned "eventually." Additionally, you have 0.98 coverage, but if you examine the EBITDARM coverage, it exceeds 1.5 times. There is significant flexibility at that level of EBITDARM coverage to adjust costs and manage the balance sheet leading up to October 1. We have no concerns in this regard, but the figures may fluctuate in the upcoming quarters.

And sorry, just one incoming question that I received is, is there any incremental staffing being mandated in Pennsylvania that would be additive this summer that could be a drag to operators in that state?

Yes, there are already staffing mandates in place, and the situation may worsen slightly. However, we are keeping an eye on it. I don't foresee significant issues escalating in the state from its current status.

Thank you.

Our next question is from the line of Michael Carroll with RBC. Please proceed with your questions.

Yes, thanks. I just wanted to touch back on LaVie. What's left to be done to resolve that situation? I mean how many more assets do you need to sell or re-tenant within that portfolio?

So, there's 31 assets in total. I think I gave you a breakdown by state. We're not looking to sell those assets at this point. Those states are all very, very good, and the nature of the restructure, whether it's a re-tenant or a revised restructure with the existing tenant has not yet been finalized.

Okay. So, there's no other major transitions of those assets that need to be done? It's just that, I guess, what does LaVie need to do? Is it just they need to negotiate a new rent with you? I know previously you talked about rightsizing their ABL before they can get the necessary cash flow. Has that been done or are we waiting on that also?

No, that was done automatically as their portfolio decreased because of the asset sales. However, we have not finalized our negotiations or discussions with LaVie yet. So, it's too early to say that we are just renegotiating rent with LaVie. The outcome is still uncertain at this point, as we are engaged in ongoing active discussions.

Okay. And then, just last one with me, can you kind of highlight the EBITDAR that those assets are currently generating? I guess is it well above the rent that they paid in the first quarter and that they paid in April?

Yes, materially.

Okay, great. Thank you. Our next questions come from the line of Alex Fagan with Baird. Please proceed with your questions.

Hello. Good morning and thank you for taking my question. The first one is on the sold Guardian Healthcare facilities. Kind of curious what is the trajectory of the new tenant to get into that $12 million plus in rent?

Once again, it's a revenue-based kicker and the tenant has been in there for 30 days. So, to speculate on the trajectory of the revenue and how much we would benefit from that, it's just way too early to tell. I would just be throwing darts.

Okay, fair enough. My second question is about the company's plans to change their underwriting criteria in response to the CMS rule, knowing that it’s still early and Megan has pointed out some of the industry’s resistance to the rule. When does the company anticipate implementing those changes if the rule remains unchanged?

I think for sure, without a doubt you have to see how the next year plays out. And we'll just have a lot more facts but given the facts that we have today I don't think there's any reason to change underwriting.

Got it. And one last one for me, are you seeing better opportunities in the U.K. right now relative to the United States? And do you have any concerns on the regulatory front for the United Kingdom?

I think that we were seeing during the latter part of COVID, we're seeing more deals come out of the U.K. I think it's a little bit more evenly weighted at this point. We're not concerned about the regulatory environment in the U.K. We feel very good about it actually.

Our next question is in the line of Emily Meckler with Green Street. Please proceed with your questions.

Yes, just kind of following up on that. I know it's early, but do you anticipate dislocation in property types, particularly in more rural areas in the coming months due to an overhang of uncertainty on the staffing mandate?

I don't know that we'll see a dislocation in pricing until at least after the election, because people are just waiting to see where the politics and policy and legislation play out around the rule. And remember, there are rule carve-out exceptions that we don't even fully know mechanically how they're going to work. So, I don't think you'll see pricing dislocation now. If we're still sitting here a year from now with the same pattern we have today, then maybe you start to see it at that point.

Okay, great. And then, Megan, just one follow-up for you, what are the main drivers of the abnormally large staffing issues in Texas? Are these staffing issues primarily responsible for the lagging occupancy gains relative to the other markets? Or is there something that might be fundamentally challenged in that state?

I mean, look, Texas has a lot of very rural areas. And so, you have very small towns where it's not easy to go pick up stuff from the neighboring town. You're really relying on your local market. So, that plays into it. It's very wide and vast.

Thank you. At this time, I will now turn the conference back to Taylor Pickett for closing comments.

Thanks for joining our call this morning. As always, the team is prepared for any follow-up questions. Have a great day.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.