Thank you, everyone. My name is Karen, and I'll be your conference operator today. At this time, I'd like to welcome everyone to the Omega Healthcare Investors First Quarter Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there'll be a Q-and-A session. Thank you. I would like to now turn the call over to Michele Reber. Please go ahead.

Thank you and good morning. With me today is Omega's CEO, Taylor Pickett; President, Matthew Gourmand; CFO, Bob Stephenson; CIO, Vikas Gupta; 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 has 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 2025 earnings conference call. Today, I will discuss our first quarter financial results and certain key operating trends. First quarter adjusted funds from operations of $0.75 per share and FAD, funds available for distribution of $0.71 per share, reflects continued revenue and EBITDA growth funded primarily with equity, which has allowed us to reduce leverage to 3.7 times debt to EBITDA. We raised and narrowed our 2025 AFFO guidance from a range of $2.90 to $2.98 up to $2.95 to $3.01, which reflects our strong first quarter 2025 earnings, tempered by the dilutive impact of our significant year-to-date share issuances. In March, Genesis did not pay its contractual rent of $4.2 million. And we partially pulled a letter of credit to cover the full shortfall. Genesis paid full contractual rent in April and has remained current on all interest obligations due on our secured term loan. The balance of our letter of credit is $3.5 million. Genesis management has indicated that their current liquidity issues stem from a tightening of their borrowing base by their asset-based lender and legacy general and professional liability obligations. Omega's credit position with Genesis is strong. Our trailing 12-month cash flow to rent coverage exceeds 1.6 times. We believe that our $118 million term loan is fully secured by our priority lien in all of the Genesis ancillary businesses, which includes the AlignMed physician practice, their accountable care organization, Powerback Rehab, and the equity ownership in ShiftMed as a result of the prior CareerStaff sale. Turning to revenue mix within the portfolio, over the last decade, we have driven a meaningful shift in our sources of revenue through both U.S. and U.K. senior housing capital allocation. The percentage of private pay and other revenue has increased from 8% 10 years ago to 39% today. Based on our current pipeline and current tenant mix, we expect that the private and other revenue percentage will continue to grow.

Thanks, Taylor, and good morning. Turning to our financials for the first quarter of 2025, revenue for the first quarter was $277 million compared to $243 million for the first quarter of 2024. The year-over-year increase is primarily a result of the timing and impact of revenue from new investments completed throughout 2024 and 2025, operator restructurings and transitions, and annual escalators, partially offset by asset sales completed during that same time period. Our net income for the first quarter was $112 million or $0.33 per common share compared to $69 million or $0.27 per common share for the first quarter of 2024. Our NAREIT FFO for Q1 was $184 million or $0.62 per share as compared to $153 million or $0.60 per share for the first quarter of 2024. Our adjusted FFO was $221 million or $0.75 per share for the quarter. And our FAD was $211 million or $0.71 per share. Both exclude several items 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 Q1 2025 FAD was $0.013 greater than our Q4 2024 FAD, with the increase resulting from incremental revenue related to the timing and completion of $340 million in fourth quarter '24 new investments and $78 million Q1 '25 new investments. In addition, Maplewood paid $15.5 million in rent in the first quarter '25, an increase of $3.3 million inclusive of $2.1 million of rent related to the opening of the Washington, D.C. Facility in February of '25. And we had reduced interest expense as we repaid $400 million of 4.5% senior unsecured notes that matured January 15, 2025, using balance sheet cash. These were partially offset by the first quarter issuance of 7 million shares of equity for gross proceeds totaling $264 million as we continue to pre-fund our investment pipeline. Our balance sheet remains strong as we ended the first quarter with $368 million in cash. And the full borrowing capacity of our $1.45 billion credit facility. Our balance sheet cash was used to fund the $344 million U.K. and Jersey acquisition on April 25th that Vikas will be discussing. Additionally, in April, we repaid our $50 million term loan and officially extended our credit facility maturity to the end of October. At March 31st, 95% of our $4.5 billion in debt was at fixed rates. And our fixed charge coverage ratio was 5.2 times. And our funded debt to annualized adjusted normalized EBITDA was 3.72 times, which is the lowest our leverage has been in over 10 years. We still have a target leverage range between 4 to 5 times with the sweet spot being between 4.5 to 4.75 times. Given our equity currency, we have the flexibility to accretively fund investments with equity as we have for the past several quarters. Thereby, positioning ourselves for outsized adjusted FFO growth as we opportunistically look to the debt and banking markets if coupons and rates become more favorable. Turning to guidance, as Taylor mentioned, we raised and narrowed our full-year adjusted FFO guidance to a range between $2.95 to $3.01 per share. A few of the key 2025 full-year guidance assumptions are, we're assuming no change in our revenue related to operators on accrual basis of revenue recognition. As a note, over 75% of our operators are currently on a straight line basis of accounting, which means any growth in revenue through annual escalators will not yield further growth in adjusted FFO, but would yield cash flow growth. We're assuming Maplewood's ability to pay contractual rent continues to improve. We're assuming Genesis continues to pay full contractual rent and interest. Of the $247 million in mortgages and other real estate-backed investments contractually maturing in 2025, we're assuming $84 million will convert from loans to fee simple real estate and $68 million will be repaid throughout 2025. We are assuming the balance of the loans will be extended beyond 2025. We've included the impact of the new investments completed as of April 30. We project our quarterly G&A expense to run between $12 million to $14 million in 2025. We assume we will repay our $238 million of secured debt in November 2025 with equity. We assume no material changes in market interest rates as they relate to either interest earned on the balance sheet cash or interest expense charge or credit facility borrowings. Finally, consistent with how we ended 2024, we assume we will position ourselves with enough cash on the balance sheet by year-end of '25 to repay our January 2026 $600 million bond maturity. As a reminder, to the extent our equity currency remains favorable and we continue to pre-fund investments or prepare for debt maturities for every $4 million shares issued, assuming shares are issued at a price consistent with the first quarter, our quarterly adjusted FFO is negatively impacted by slightly less than $0.01 per share, while our leverage improves or is reduced by approximately 0.15 turns until the cash is put back to work in new investments. Our 2025 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 was included in the earnings release. I will now turn the call over to Vikas.

Thank you, Bob, and good morning, everyone. Today, I will be discussing the most recent performance trends for Omega's operating portfolio and Omega's investment activity in the first quarter of 2025, as well as provide an update on Omega's pipeline and market trends for the remainder of 2025. First, turning to portfolio performance, trailing 12-month operator EBITDAR coverage for our core portfolio as of December 31, 2024, increased to 1.51 times versus 1.50 times for the trailing 12-month period ended September 30, 2024. The most recent quarter's performance is another quarter of modest, but continued trailing 12-month coverage improvement across our portfolio. Omega's operating partners continue to showcase their expertise and resilience in a fluid regulatory and reimbursement environment. Omega and our operating partners continue to work towards the common goal of making disciplined and sustainable investment decisions, while serving an increasingly complex resident population across various asset types and markets. Omega is currently not engaged in restructuring activity with any of our major operators. However, I did want to share a few positive updates for two of our larger operators, LaVie and Maplewood. LaVie continues to work towards exiting bankruptcy during the second quarter of 2025, at which time the Omega LaVie master lease will be assumed and assigned to a new entity known as Avartis. The timeline for closing is based on final regulatory approvals and legal documentation between Avartis, the various landlords and the working capital lender. Omega is currently receiving full contractual rent of $3.1 million per month or $37.5 million per annum and no changes to rent are expected at the time the lease is assigned to Avartis. Turning to Maplewood, occupancy for the core 17 facility in Maplewood portfolio, inclusive of Inspir Carnegie Hill in New York City has reached a level of 94% as of April 2025. Maplewood paid $13.5 million in rent in the first quarter for this portfolio, which is an improvement of $1.3 million from the fourth quarter of 2024 and an improvement of $2.3 million from the first quarter of 2024. The Inspir Embassy Row facility in Washington D.C. opened in February 2025. This new facility comprises 174 units and is located in the historic and highly desired Embassy Row area of Downtown Washington D.C. The facility is in the process of leasing up with an occupancy of 20% as of the April. Maplewood paid $2.1 million of incremental rent in the first quarter for Inspir Embassy Row for a total rent payment of $15.6 million in the first quarter. In April 2025, Maplewood paid total rent of $5.8 million of which $1 million was attributable to Embassy Row. Turning to new investments, Omega's 2025 transaction activity through the April was very strong with over $423 million in new real estate investments and $34 million of CapEx investments funded in the first quarter or total new investment activity of over $457 million. During the first quarter, Omega completed a total of $112 million in new investments, inclusive of $34 million in CapEx. The new investments include $58 million in real estate acquisitions via two separate transactions, a purchase lease transaction of two senior housing communities in Texas, which were leased to a new operator and a purchase leaseback transaction of four care homes in the U.K. leased to an existing operator. Both transactions have an initial cash yield of 10% with annual escalators ranging from 2% to 2.5%. In addition, Omega invested $20 million in new real estate loans in the first quarter, which have a weighted average interest rate of 10.8%. Subsequent to the first quarter of 2025, Omega closed on a $344 million investment for a portfolio of 45 care homes across the U.K. and Jersey. Omega leased the 45 care homes to four existing and two new operators with an initial cash yield of 10%. The U.K. continued to be a large driver of our 2025 new investment activity, totaling approximately 392% or 93% of our total new investments, excluding CapEx. As I have mentioned previously, we've accumulated a strong bench from operators and other relationships in the U.K. to lead us to highly accretive investment opportunities. Additionally, as a result of our scale, reputation and strong operator base across the U.K., we were able to quickly evaluate, structure and close on complex transactions like the 45 care home transaction we closed in April. It is important to highlight that while these transactions varied in size and nature and were comprised of both real estate investments and real estate loans, approximately $402 million excluding CapEx or 95% were owned real estate investments leased to third-party operators under long-term triple net lease structures. We continue to support the growth of our existing and new operators by focusing on strong credit backed real estate investments and real estate loans with exceptional returns that often provide Omega with the ultimate opportunity for real estate ownership. Turning to the pipeline, Omega's pipeline and transaction outlook for the remainder of 2025 continues to be favorable. We continue to see marketed opportunities both in the U.S. and the U.K., while also benefiting from off market opportunities that our operating partners and other relationships bring us. Additionally, while we continue to see inquiries for real estate loans due to the restricted lending environment, we are seeing a material increase in opportunities to acquire real estate in 2025, specifically in the U.S. with opportunities ranging the spectrum of individual sellers to regional owner-operators and institutional real estate sellers. We will continue to evaluate and engage in select loan opportunities, primarily for existing operator relationships, but our priority will always be allocating capital towards accretive owned real estate deals that grow our balance.

Thanks, Vikas, and good morning, everyone. I'll start today with news that while not unexpected is very much appreciated. In early April, the federal judge in the Texas court case brought against the staffing mandate found in favor of the summary judgment filed by the industry associations amongst others. The court found that CMS lacked the authority to issue a regulation requiring registered nurses 24/7 and 3.48 hours per resident day of nurse staffing time, which would have effectively replaced a statute already in place. As a reminder, the Congressional Budget Office had scored the reversal of this rule as saving the federal government $22 billion over 10 years. We are extremely grateful to finally see some conclusion on this front and applaud the efforts of all those involved. Also in April, both the Senate and House passed respective budget resolutions, which amongst other things task the House Energy and Commerce Committee with reducing spending by $880 billion over 10 years. While not specifically calling out cuts to the federally funded portion of Medicaid, it is largely believed that in order to meet the requirement, some level of Medicaid reform will need to occur. We continue to believe that the Medicaid expansion population, those able-bodied adults that were added with the Affordable Care Act, are likely the largest target of these spending cuts given that the federal government covers a higher percentage of that Medicaid spend 90% than the traditional Medicaid population of approximately 63% on average. However, while spending cuts there may cover a vast amount of the required cuts, there may still be some action that would impact the traditional Medicaid population. There is no way to tell at this time what will ultimately happen. All of that said, with overall coverage strong, fundamentals continuing to improve, and a President that stood by this industry during COVID essentially recognizing that it was too important to fail. We feel well-positioned and are hopeful that no attempt at draconian cuts in this space will be proposed. I will now open the call up for questions.

Our first question comes from Jonathan Hughes of Raymond James. Please go ahead.

Good morning. Thanks for the prepared remarks and commentary. I was hoping you could share some more details on Genesis and then not paying rent and interest in March, but then paying in April. I know that was surprising as we haven't really heard from them in a few years, but the shortfall was driven by their ABL lender. Can you just remind us of the Genesis corporate capital structure, if they're on accrual or cash accounting and then the geographic footprint of your Genesis portfolio?

Yes, Jonathan, this is Taylor. Good morning. So, just a slightly bigger picture, Genesis has a weak balance. And so, to the extent that their principal capital partner is their ABL lender, if they squeeze down on availability, it affects liquidity. I think it's just a one-time thing. From our perspective, they should continue to pay. The coverage is great. Our mezz loan is collateralized by an enormous amount of ancillary assets. So, I would expect they'll continue to pay. And if for some reason, their situation becomes more difficult, we're in a fine spot. I mean, we've been through these a million times, so I'm not worried at all. In terms of geography, it's principally Mid-Atlantic. We used to have some Northeast presence. We still have a tiny bit in that area, Mid-Atlantic all the way down into West Virginia. And then, in terms of accounting, Genesis is on a cash basis, because for, I don't know, three, four years, they've had an accounting opinion. And I don't expect that to change anytime soon.

Yes, Jonathan. So, on the lease is on a cash basis. It's been there since 2020. The loans that Taylor mentioned, given the fact that collateral supports the loan, easily supports loans, that's on an accrual basis.

Okay. That's great color. I appreciate that. And then, I've got more Genesis questions, but I'll save those. And I'll ask one about acquisitions. Can you maybe share more details on the U.K. portfolio acquisition? We've seen a lot more interest lately in U.K. healthcare real estate from various capital sources. So, yes, I was pleasantly surprised to see the attractive 10% yield on that transaction. Can you just talk about how that deal evolved and share some details on the composition of that portfolio? Thank you.

Jonathan, this is Vikas. So, that deal is an example of how strong our platform is in the U.K. There was a seller looking to exit completely and we were able to come in with six different operators and give them a solution and a very quick timeline. They wanted to close everything on the same day, and we were able to deliver that. And to be honest, I don't think there's a ton of competition because there's not a lot of people who could do that. And these assets fit well. They're all over the U.K., Scotland, and Jersey, and all of our operators took them, particularly well, and it fits really well in their geographies, and good quality assets that have a very good useful life.

Hi, thanks for taking my question. I guess, are you seeing any immigration impact on labor availability and wage pressures?

Yes. We haven't seen that at this point. I mean, there's a potential there could be an indirect impact down the road, but we really haven't seen anything at this point.

Great. And then, I guess for my follow-up, just going back to Genesis, do you have any sense of if their operating fundamentals are improving or do you have any metrics you could provide there?

Well, the coverage metric is the big one, the big driver, and our portfolio has been consistently above 1.5x. Directionally, it's moved up as COVID improved. And it's kind of leveled out like the rest of the portfolio at that for them north of 1.6 compared to the whole portfolio of 1.5.

Hi, good morning. Just on Genesis, on the loan portion, how much, I guess, PIK interest or other kind of non-cash is there where if that has to switch for whatever reason, knowing you have a lot of credit behind that would be potentially at risk?

As I said, we had Taylor mentioned, we have those loans that have adequate collateral since the accounting referred to keep on an accrual basis. We've in the quarter, we booked $2.4 million of uptick.

Okay, great. And just curious, there was a one of your larger cap peers did a significant SNF transaction first time in a while. Did you guys look at that? Or how do you see them in other deals? Or just curious on the state of competition for U.S. fee simple acquisitions here, and if there's been any impact as a result of government job cuts?

So, Juan, are you talking about a large cap peer, I'm not even sure peer. Welltower?

Yes, I think they would say the same thing, but yes.

We don't see Welltower often. However, the deal they recently closed was quite significant and arranged privately, not marketed. While we were aware of some activities, we did not participate in any bidding process.

Okay. And just as with the job cuts, has there been any change to, like the receptiveness or availability of HUD lending as a result of cuts? I don't know if that particular department was downsized or what. But is that going to impact debt financing availability generally?

Yes. This time, we haven't heard anything changing on the HUD front, but we'll keep our eyes on it. You're close to the ground there, but nothing at this time.

Hi, everyone. Thanks for the time. Can you provide a little more color on the PACS portfolio and to what extent you'd be able to re-tenant the current facilities operated by the company and how have coverage levels trended over the past couple quarters?

Yes, this is Vikas. We have around 50 billings with PACS, and they do extremely well. And so, overall, we don't have a worry that we would not be able to re-tenant on the current rent or even more. But at the current time, we've had discussions with PACS, and there's been no discussions of trying to exit our portfolio.

Hi, good morning. Just on Genesis, on the loan portion, how much, I guess, PIK interest or other kind of non-cash is there where if that has to switch for whatever reason, knowing you have a lot of credit behind that would be potentially at risk?

As I said, we had Taylor mentioned, we have those loans that have adequate collateral since the accounting referred to keep on an accrual basis. We've in the quarter, we booked $2.4 million of uptick.

Hi. Yes. Good morning, everyone. So, on Genesis, again, you had mentioned earlier, like it's just again, lending markets are a little bit tougher in general. Just kind of curious again, what we're seeing with Genesis of the ABL lender reducing capacity. I mean, are you starting to see that more broadly in the industry just because lending is getting tighter, or do you really kind of look at this more as a Genesis-specific issue?

It's the latter. This is Genesis-specific. We haven't seen anything across the landscape. I will tell you, ABL lenders are notoriously difficult as it is, but in terms of a trend, we're not seeing anything.

Good morning. Thanks for doing the question. I guess just going back to Genesis and your conversations with them, like why did the ABL lender shrink the borrowing base? Did something change in the business or the collateral? And can you just clarify, has this ABL lender done this with any other operator?

I have no idea whether the ABL lender has done it with other operators. I believe it related to a pool of collateral that was aging. Beyond that, I don't have any more color.

Okay. Just going back to the comments in the U.S. acquisition, I guess last quarter, maybe in the quarter before that, you sort of said you were much more focused on the U.S., less opportunities, that makes sense for you. So, I'm wondering, like apart from rates, like what else has changed for the pool to become larger, number one, and more attractive to Omega?

Yes, it's just where we see accretive opportunities. And it's a little bit more U.S.-heavy at the moment, which is a change from where we have been historically in the last year or so. But we'll see how things play out as the year progresses.

Thank you. Good morning. Maybe on the disposition side, you did a lot in the quarter. I'm curious if that was just a cleanup of non-core assets or if you're being opportunistic on a good deal. Just curious what prompted that.

Sure. So, a little bit of both. We had some assets held for sale at the end of last quarter that we executed on. And then, there was another portfolio that, quite frankly, we weren't necessarily envisioning selling, but somebody came along and made us an offer that would allow us to redeploy the capital effectively, creatively, and grow FAD. We felt that those assets were not necessarily core to the portfolio. They had been somewhat optimized in terms of the achievements that they'd realized in the coverage. And therefore, we took advantage of the price that was offered to us.

Thank you, and good morning. Going back to the U.K. market, I'm curious about how you get comfortable with extending into new operators. And can you just specifically characterize your platform and if it's any different than what you do in the U.S.?

Mr. Vikas, again, that's a good question. So, I mean, our platform is very similar to the U.S., where we have grown a bench of operators. Today, we have about 14 operators in the U.K. And to be honest, we underwrite the same. We look at real estate quality, markets, and the operators and see how they would fit into particular assets. So, it is very much just taking our platform here and putting it out there. But it's been 10 years going now, and we believe that we finally have it at a good level.

Hey. Good morning, everyone. Can you talk about your FX exposure now?

Yes. When we assess our U.K. operations from a hedging perspective, we aim to implement net investment hedges and/or cross-currency swaps when it is appropriate. However, the broader context is that we have a substantial portfolio of assets there, and we receive rent in pound sterling. Moreover, considering the recent pipeline and acquisitions, our expenses are also in pound sterling. This situation effectively serves as a net investment hedge. It is an ideal hedge.

Thank you. So, in the beginning, you said you're not worried at all about Genesis, which is worrisome, I guess the fact that you have to say. And this may all work out perfectly fine. But correct me if I'm wrong, and maybe this is the wrong way to look at it, but the $3.5 million that's remaining on the letter of credit seems all thin relative to the future. Is that a fair way to think about it? Or am I looking at it the wrong way?

I don't think, well, $3.5 million is less than a month, right? So, to the extent that you want more than a month, it doesn't give you a lot of room to maneuver. On the flip side, if we don't get paid, it's a default. If there's a default, there's a process, and these assets are incredibly valuable. So, look, it's unfortunate that we have a lot of noise because of the blip in the payment. But the reality from our perspective is we're not worried. And we'll work through the process if need be.

Okay, all right. I guess, I'll move on from that. The other thing I wanted to ask about was the 2.8% CMS recommendation for fiscal year 2026 and the value-based adjustment of 2%. I kind of am queried about this, and you all think that the right number to think about relative to the 4.2% of this year is 2.8%, putting aside the incentive component of the VVP. But some see it differently, and I'm wondering where you stand. Is the real number 2.8%, or is it some fraction of that or some lower number of that when you take into account staffing and you take into account wages and you take into account again, the VVP adjustment? What's the real number for 2026 in your mind?

I mean, the true number is that 2.8%. We thought it was going to come in around 3%, so it's right around where we thought it was going to be. And quite frankly, normally what happens when you get a proposed rule, by the time it becomes a final rule, there's probably maybe a little bit of a bump in there. But in terms of you're just talking total overall picture of what's going on in the nursing homes, I mean, yes, staffing obviously costs more, but things have sort of leveled off from that perspective as well. It's not as heated as it was over the last couple of years, and it's sort of too soon to tell even on the tariff side what that's going to do to expenses. But really when you think about it, the Medicare piece of the population is a very small percentage of our business, and we really tend to concentrate more on keeping pace with inflation, and we hope to see that going forward.

Yes, thanks. I guess, Megan, I wanted to circle back on the provider tax comments. I know the House Republicans' initial menu of budget cuts included reducing the provider tax or potentially reducing the threshold to 3%, and I think you just said that they're talking about only reducing it by 1 to 200 basis points. I mean, has that changed, or is it still kind of that evolving scenario where we just don't know yet where they want to set it, even if they do want to do something with it?

It is very much so evolving. So, one day you might hear they're going to cut it by 1%, and the next day it might be 2%, so it's a little all over the place. It'll be interesting to see what happens from an expansion perspective, right? The more they can pick up from that $880 billion from the expansion, the less they're going to have to pick up on the traditional Medicaid side.

Thanks. Thank you all for joining our call today.

This concludes our call. You may disconnect. Have a great rest of the day.