Omega Healthcare Investors Inc Q2 FY2026 Earnings Call

Hello, everyone. Thank you for joining us and welcome to Omega Healthcare Investors' second quarter earnings conference call. After today's prepared remarks, we will host a question and answer session. If you would like to ask a question, please press star one to raise your hand. To withdraw your question, press star one again. I will now hand the conference over to Michelle Reber. Please go ahead.

Thank you and good morning. With me today is Omega's CEO, Taylor Pickett, President, Matthew Gorman, CFO, Bob Stevenson, CIO, Vickis Gupta, CAO, Neil Ballou, and Megan Krall, Senior Vice President, Data, Intelligence, and Government Relations. 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 NAVREIT ffo adjusted ffo fad and ebitda reconciliations of these non-gap 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 second quarter 2026 earnings conference call. For me and Bob, this is our 100th and our final Omega earnings call. Today, I'm going to reflect back on the evolution of the skilled nursing and senior housing industry and look forward to Omega's extremely bright future. In the 1990s, skilled nursing and senior housing facilities traded at very similar cap rates. Skilled nursing was considered a low-risk asset class with relatively low volatility. Medicare reimbursement was cost-based, and many state Medicaid rates were also cost-based, resulting in low but predictable margins. Senior housing, particularly assisted living and memory care, was viewed as a less intensive but similar health care asset. Over the last 25 years, the cap rate difference between SNFs and senior housing has meaningfully separated. Why? In the late 1990s, Medicare reimbursement changed from an inefficient cost-based system to a fixed-fee, acuity-driven system called PPS. Five of the seven largest SNF public companies filed for bankruptcy, mostly caused by significant leverage used to acquire facilities and ancillary companies, rehab, pharmacy, respiratory, etc. The margins of the ancillary companies declined dramatically, making it impossible to maintain debt obligations. Billions in investment dollars were lost. The phrase, stroke of the pen risk, related to SNFs, has existed since this major capital market upheaval. As you would expect, SNF cap rates increased significantly. On the other hand, senior housing began to be viewed like multifamily. The housing component of monthly rates could be flexed to reflect market demand, and residents stayed for extended periods of time. Senior housing cap rates fell. This cap rate differential has persisted and widened over the years. Now, however, the long-anticipated baby boomer aging is here and is showing up in demand for both SNFs and senior housing, which is now resulting in lower cap rates for SNFs and a continuation of the lower cap rates for senior housing. The key takeaway, looking back over 25-plus years, is that skilled nursing and senior housing facilities are resilient, reliable assets, and have weathered reimbursement changes, periods of oversupply, the global financial crisis, and a pandemic. Omega's portfolio has materially changed as we've responded to capital allocation opportunities and shifting industry dynamics, including asset valuation changes. We've gone from nearly 100% SNF exposure in 2001 to significant senior housing and UK care home exposure by expanding and growing in those product lines while simultaneously growing our industry-leading SNF portfolio. In addition, we continue to evolve our capital allocation products to gain exposure to operating cash flow upside. Our top 10 operators reflect our capital allocation priorities as we have new top 10 entrants, including PAX and the GoldCare UK portfolio, and major shifts with Sabre jumping to number one. In addition, our operating portfolio, SHOP, is growing rapidly, and we expect to deploy significant operating portfolio capital going forward. I am very confident in Omega's future growth prospects. We have the right culture, products, and importantly, the people to maximize value over the next 10 years. Our culture is anchored by fact-based intellectual rigor applied to operator underwriting, conservative balance sheet management, and continuous forward-looking portfolio decisions. Our products continue to expand and evolve, going beyond triple net sniffs with a whole array of property and structuring options, allowing us to solve the capital needs of our partners. Lastly, our people are the difference in the value creation equation. I believe that our team under Matthew's leadership will generate outsized results for many years The team is young, highly driven, and very diverse, with talent from both industry backgrounds and sophisticated capital allocation organizations. Focusing on culture, product, and people is the playbook that the most successful REITs have deployed, and one that we have enthusiastically embraced. Lastly, a special thanks to Bob. He has been a trusted partner and good friend for over 30 years. I know that he will have no shortage of future board and business opportunities during his retirement. I wish him and his wife, Cheryl, the very best. I will now turn the call over to Matthew.

Thanks, Taylor. And on behalf of all stakeholders in the company, thanks so much for all you and Bob have done to create prodigious shareholder value and set the company up for continued success. You've done it with humility, intellectual curiosity, and a great deal of hard work. The team will look to continue not only the success, but also the key tenets that drove this success as we work to build upon your legacy. Moving on to business matters, today I will discuss our second quarter results, certain key operating trends, as well as certain expectations for the remainder of the year. First quarter adjusted funds from operations, or AFFO, of $0.83 per share and FAD, funds available for distribution, of $0.78 per share, reflect strong year-over-year growth. However, sequentially, these financial metrics were effectively flat, driven by the headwind from $563 million of asset sales in the second quarter. With some of these asset sales occurring at the end of the quarter, we would expect this headwind to impact third quarter earnings as well. However, as we have been at pains to stress in our discussions with investors, we are managing this business to create long-term sustainable value. We believe these dispositions, which we sold at an effective 6.7% cap rate on cash flow, not only strengthened the underlying credit support of the related operators, but also sets us up for strong earnings accretion once the proceeds are redeployed. Furthermore, as Taylor highlighted in his press release quotation, we do not believe the acquisition run rate for the first seven months of 2026 is reflective of what we expect for the remainder of the year. Based on the transactions forecasted to close in the coming months, we would expect a meaningful increase in transaction dollar volume through the end of 2026 and into 2027. Furthermore, similar to our first UK care home operating company acquisition, which we closed this month, we believe many of these pending deals are creatively structured and should provide a significantly higher level of earnings accretion than our traditional triple net acquisitions. With an excellent cost of capital, EBITDA coverage at the highest level in over a decade, robust secular tailwinds, and a portfolio of strong operating partners looking to grow, we are very optimistic about our ability to create shareholder value for the foreseeable future. I will now turn the call over to Vickers.

Thank you, Matthew, and good morning, everyone. Today, I will discuss the most recent performance trends for our triple net and operating portfolios, provide an update on Genesis, our strategic sales, our proactive portfolio management strategy, and give some additional details on our investment activity and pipeline. Turning to portfolio performance, our coverage for our core triple net and mortgage loan portfolio continues to trend in a favorable direction. Our trailing 12-month operator EBITDA coverage as of March 31, 2026 is 1.65 times compared to our fourth quarter 2025 reported coverage of 1.58 times. Additionally, despite being in its infancy and with limited reporting periods, our Senior Housing Operating Portfolio, or SHOP, is performing in line with our underwritten expectations. The Genesis bankruptcy process continues to move forward with the closing expected by the end of the year, at which time the buyer will assume our Genesis master lease at the same economic terms, and we expect both our term loan and dip loan will be satisfied from the consideration received by the debtors. In the second quarter, Omega received a $16 million paydown on our $25 million super priority secure dip loan, reducing our loan balance to $9 million. We completed the previously announced strategic exit of 18 Communicare assets located in Maryland and West Virginia for a contractual sales price of $480 million and a rent discount of approximately 7.7%. As we have previously said and Matthew mentioned, this was a strategic sale that was driven by the strong pricing received for these facilities, combined with the ability to significantly improve our credit with Communicare. We expect significant value creation when the proceeds are redeployed into new investments. As part of our proactive portfolio management strategy, during the quarter, we transitioned 20 facilities from Siena to two other current operators, Sabre and HHC, each with strong credit. There was no negative fad impact related to this transaction. late last year we approached sienna regarding exiting their leased laurels portfolio a 20 facility portfolio of assets in ohio north carolina virginia and indiana this portfolio had historically weighed down the performance of sienna as reflected in the trailing 12-month ebidar coverage of 0.87 times based on the allocated rent of 33 million we were able to successfully transitioned 18 facilities to the Sabre master lease, one facility to the HHC master lease, and we sold one facility to the Sabre Propco JV. In addition, Sienna agreed to exit their eight owned Laurel assets through a sale to the Sabre Propco JV. While the culmination of these transactions is initially fad neutral for Omega, it allowed us to strengthen the overall credit profile of Sienna. Additionally, given our 9.9% ownership in the Sabre operating company, We would expect to further benefit as SAVER improves the operating performance of these assets over time. Turning to new investments. We closed $470 million in new investments year-to-date, with $218 million closed in Q2 and subsequently in Q3. As you will see, we continue to support the growth of our existing and new operators in the U.S. skilled nursing space and U.K. care home space, as well as expand our new senior housing right-year portfolio, all while providing for strong risk-adjusted returns for Omega shareholders as facilities stabilize. During the second quarter of 2026, Omega completed a total of $126 million in new investments, not including $18 million in CapEx. These new investments included the previously announced $43 million acquisition of three Rhode Island senior housing communities and a $33 million acquisition of two Indiana skilled nursing facilities. Our other second quarter investments included the purchase of a $15 million Tennessee senior housing community, $11 million for a UK care home, $8 million for a Texas skilled nursing facility, and $16 million in real estate loans. Subsequent to quarter end, we closed $93 million of additional investments. We purchased six Texas-scale nursing facilities for $73 million under a triple-net structure and acquired the operations of four Omega-owned care homes in the UK for $20 million, converting the investment into a RIDEA structure. This is our first RIDEA investment in the UK, and to be clear, this transaction was not converted to RIDEA due to any issues with the operator, but rather we saw an opportunity for enhanced accretive growth under our RIDEA structure. For the announced transactions that I just detailed, we expect stabilized unlevered returns in the low double digits for the triple net deals and low to mid-teens for the RIDEA deals. In addition to these investments, and as I previously mentioned, the Saver prop code JV, which Omega owns a 49% equity interest in, acquired nine skilled nursing facilities in the Laurel's portfolio for $160 million using cash on hand and third-party debt. No additional equity was needed from Sabre or Omega. As we've said in the past, we have high confidence in the Sabre management team and their operating platform and expect to achieve additional growth in both the OpcoJV and the PropcoJV via improvements to the same sort of financial performance as well as future New Deal transactions. Turning to the pipeline. As both Taylor and Matthew mentioned, we have a strong pipeline. Expect a material pickup in transactions through year-end. Our pipeline includes both marketed and off-marketed opportunities in the U.S. and the U.K., but a large component of these opportunities are RIDEA. While we will continue to do triple net deals in the U.K., now that we have completed our first RIDEA transaction there, we can move more efficiently to use this structure going forward in the U.K. for both new deals and conversions of triple net deals when the underwriting supports enhance growth. We have such opportunities in our U.K. pipeline as well as additional triple net opportunities. We continue to build out our infrastructure at Omega by implementing increasingly creative deal structures and adding to our team of investment professionals, both in the U.S. and the U.K. The team continues to search for deals that meet our investment criteria, including high real estate quality, strong markets based on demographics, and healthy, stabilized returns. For RIDEA deals, the team continues to develop new relationships with high-performing managers that have demonstrated a proven ability to drive occupancy, margins, and cash flow growth. These relationships not only support strong operating performance, but also provide an additional source of off-market RIDEA acquisition opportunities to help facilitate future growth. Lastly, we continue to focus on alignment of interest between us and our operating partners, be it in a triple net or RIDEA structure. We are pricing deals in a way that allows both parties to win, who are ultimately a mega we'll share in a greater portion of the stabilized cash flow compared to our historical contractual structures. Overall, with the backdrop of our highly experienced team and new structures we have in place, we are excited to deliver further accretive growth in the coming quarters and years ahead. I will now turn the call over to Neil.

Thanks, Vikas, and good morning. Turning to financials for the second quarter of 2026. Revenue for the second quarter was $328 million compared to $283 million for the second quarter of 2025. The year-over-year increase was primarily the result of the timing and impact of revenue from net new investments completed throughout 2025 and 2026, annual escalators, and active portfolio management. Net income available to common shareholders for Q2-2026 was $363 million, or $1.19 per common share, compared to $137 million, or $0.46 per common share, for Q2-2025. The year-over-year increase was primarily the result of a $247 million gain on asset sales in Q2-2026, primarily from the sale of 18 Communicare facilities. Adjusted FFO was $261 million, or $0.83 per share for the quarter, and FAD was $248 million, or $0.78 per share. Reconciliations of these non-GAAP measures to net income are included in our earnings release and second quarter financial supplemental posted to our website. Q2-2026 AFFO increased by approximately one quarter of a penny compared to Q1-AFFO. The increase was primarily driven by incremental net income from $377 million in new investments completed during the first and second quarters, $1.6 million of revenue from annual escalators and lower net interest expense of approximately $1.6 million resulting from credit facility paydowns during the quarter. These items were materially offset by reduced revenue related to $597 million in asset sales and $209 million in loan repayments over the past two quarters, which reduced Q2 AFFO by $7.5 million. dollars. Our balance sheet remains incredibly strong, our debt is well laddered, and we have significant liquidity. During the quarter, approximately $700 million in proceeds received from asset sales and loan repayments allowed us to pay down our $2 billion revolver to only $6 million in borrowings. The monetization of assets at accretive valuations created capital for higher return deployment opportunities and further strengthened our balance sheet position. Additionally, as of June 30th, we had $39 million in available cash and $145 million in restricted cash, of which $118 million with sales proceeds held by qualified intermediaries and a 1031 exchange to fund future investments. We continue to have access to the equity market through our DRIP and ATM programs, and our next scheduled debt maturity is not until April 2027. At quarter-end, our fixed-charge coverage ratio was 6.5 times and our leverage decreased to 3.3 times. Our leverage remains at historically low levels, and that, coupled with our substantial liquidity and ATM capacity, gives us significant flexibility to fund our 2027 debt maturity and still capitalize on accretive investment opportunities. Turning to Guidance As we announced in yesterday's press release, we increased and tightened our full-year adjusted FFO guidance to a range of $3.22 to $3.26 per share, from a prior range of $3.19 to $3.25 per share. With that change, the midpoint of our guidance increased to $3.24 per share, a two-penny increase over the midpoint of our April guidance. Our updated guidance reflects the impact of approximately $9 million of quarterly revenue associated with assets sold and loans repaid late in the second quarter. The volume of asset sales and loan repayments year-to-date muted AFFO growth for Q2. Additionally, the timing of some sales and repayments toward quarter-end, along with an investment pipeline more heavily weighted toward the back half of Q3 and Q4, is expected to create a temporary earnings headwind. However, we believe those proceeds position us for meaningful deployment opportunities that support stronger growth in Q4 and into 2027. With that said, I'd like to take a moment to highlight a few of the guidance assumptions we outlined in our press release. Guidance includes the impact of new investments completed as of July 29th and does not include any additional investments not outlined in our press release. Guidance includes the impact of scheduled loan repayments. Of the $144 million in mortgages and other real estate loans scheduled to mature in 2026, guidance assumes $56 million will convert to fee-simple real estate and that the balance will be repaid. Additionally, $180 million of non-real estate backed loans outstanding as of June 30, 2026 are expected to be repaid throughout 2026. This includes approximately $148 million in Genesis loans that we expect to be repaid at the conclusion of the bankruptcy process. As we said at the beginning of the year, we are always pruning and strengthening our portfolio, which could include $15-25 million per quarter in asset sales. And lastly, the guidance includes the one penny increase to our common dividend announced last week. The high end of our guidance range includes, but is not limited to, the timing or potential extension of loan repayments and asset sales, additional payments from cash basis operators, exposure to our operating portfolio through RIDEA and JV Investments, and GNA at the lower end of the range. Our 2026 adjusted FFO guidance does not include any additional investments, asset sales, or capital market transactions other than what I just mentioned or what was included in the earnings release. I will now turn the call over to Megan.

Thanks, Neil, and good morning, everyone. According to industry experts, by 2022, the nursing home industry had lost 14 percent of its workforce in comparison to pre-pandemic levels. In June 2026, four years later, according to the Bureau of Labor Statistics, the industry finally recovered to those prior levels. We join with the industry in celebrating this long-awaited milestone. That said, we also recognize that more needs to and should be done to support the industry to ensure that current and future staffing keeps pace with the growing demographic demand. Additionally, we are seeing some positive momentum on the regulatory front, with CMS announcing a risk-based survey process to be rolled out later this year. And while there have been a small handful of negative state rate setting outcomes, none of which is expected to materially impact our coverages. For the most part, rate setting has been consistent or better than our expectations. On a separate note, I would be remiss if I did not note the recent focus of both HHS and CMS on fraud and abuse within the healthcare sector. While the spotlight has thus far been on home health and hospice, amongst other non-nursing home providers, similar to the OBBBA, we are watching carefully for any indirect impact to our space caused by state budget constraints to date we have heard of none we applaud efforts to reduce fraud and abuse in health care thereby leading to a less strained system however we hope efforts are squarely focused on those bad actors committing nefarious acts and that upstanding providers aren't inadvertently impacted i will now turn the call over to bob thanks megan and And good morning.

As Taylor mentioned, this is our 100th and final earnings call, spanning 25 years of leading Omega. I'd like to express my gratitude to everyone for their kind and heartwarming words you shared with us since the announcement of our planned retirements a few months ago. I want to extend special thanks to Taylor for asking me to help manage and grow Omega into one of the most successful REITs over the past 25 years. His steadfast leadership, creativity, and guidance have been truly admirable and astonishing and produced tremendous shareholder value. It takes more than a few individuals to build a great company. Therefore, I would also like to thank all of our past and current board members, former and current Omega employees, bankers, and our operators for their contributions. In addition, I will miss the numerous conversations over the years with our analysts and investors and thank them for their support and investing in Omega. Lastly, we leave Omega and our investors with an incredibly talented executive team and employee base that we know will continue Omega's growth and deliver continued significant total shareholder returns. I will now open the call up for any questions.

We will now begin the question and answer session. Please limit yourself to one question and one follow-up. If you would like to ask a question, please press star 1 to raise your hand. To withdraw your question, press star 1 again. We ask that you pick up your handset when asking a question to allow for optimum sound quality. If you are muted locally, please remember to unmute your device. Please stand by while we compile the Q&A roster. Your first question comes from the line of Justin Haspake with UBS. Your line is open. Please go ahead.

Hey, good morning. This is Justin. I'm on for Michael Goldsmith. Thanks for taking my questions and congratulations to Taylor and Bob. On the UK Opco acquisition, if the EBITDA coverage was previously quite high at 2.4 times, can you provide some color on why the operator agreed to shift the structure to Triple Met or from Triple Met to RIDEA? was it because the purchase price on the deal was was pretty attractive and so they you know agreed to the transition beforehand uh just trying to understand the dynamics of that transaction and the potential for future uh ridea transactions and transitions in the uk so this is matthew here um while i wouldn't want to speak exactly for the operator in this situation my my sense was that

he had created a decent amount of money and value in his portfolio and was looking to monetize some of that. We obviously spent a decent amount of time trying to understand whether there was opportunity for further growth and we're very comfortable with that. And then we're able to strike a price that will create outsized returns, so meaningfully more than our low to mid-teen returns, we believe over time, while also allowing him to take a little bit of risk off the table. It will continue, I hope, to grow with that operator, potentially both in a RIDEA and triple net format. So it's all about the alignment of interests longer term with our operators, and this is a perfect reflection of that.

Okay, great. And last one for me, just curious on how you guys think of RIDEA contracts as it becomes a bigger percentage of NOI, specifically the management and incentive fees. Has your strategy evolved on that, you know, in order to get aligned more so with your shop operators? Or, you know, is there still that industry standard of 5% of revenue that REITs generally need to adhere to?

Yeah, we spend an awful lot of time, but both understanding what that promoted structure would look like and talking to our potential managing partners in this situation to align those interests as best we can. So I don't know that I would compare it to others because we didn't spend an awful lot of time focusing on that. We really focused primarily on aligning our interests economically. And I think that all of the economic opportunities comes down to buying good assets at decent prices. Ultimately, if you're able to buy a good asset that has growth opportunities, everyone is able to do well. And you're not fighting over the pie because there's enough of it to go around. So I think not only are we focused on an alignment of interests and a fairness for superior performance with our managers, we're also primarily focused on just finding the opportunities to create that value that allows both parties to succeed.

Great. Thank you.

Your next question comes from the line of Seth Berge with Citi. Your line is open. Please go ahead.

Hi, this is Lauren on for Seth. Thanks for taking my question and congrats on the retirement. You mentioned the expected increase in capital deployment for the remainder of the year and into 2027 with the investment environment increasingly more competitive. I guess, one, could you go into more detail on where you're seeing the opportunities today? And two, has the spread between stabilized pricing and value-add pricing changed recently? Are you finding it more difficult to source those transactions with that embedded upside?

Yeah. Hey, Laura, this is Vegas. this. As we've all said, our pipeline is extremely strong. That's in all three asset classes we look at, skilled nursing, senior housing, and UK care homes. At this moment, it's more weighted towards senior housing and care homes. And as we said, yeah, a good bit of it is value-add, and we continue to find that in all of our asset classes.

Okay, thank you.

Your next question comes from the line of Omotaya Okusanya with Deutsche Bank. Your line is open. Please go ahead.

Yes, good morning, everyone. Bob and Taylor, congratulations to the dynamic duo. I have done 17 of those 25 years with you, and it's been quite a ride, and all the best to both of you. In terms of my question, Shops, curious if you guys are willing to explicitly put out a target of how big you want that to be over time, the way some of your peers have, and also if you could talk internally about some of the changes you've made operationally, whether it's with staff, whether it's with technology, to kind of ensure that you are kind of ready to kind of grow that business.

Sure. Matthew here. We've never really given out kind of expectations around skilled nursing, quantities of acquisitions, and I think that was by design in the fact that we just didn't know what opportunities were going to present themselves. And so from that standpoint, in an area that we obviously have huge amounts of expertise in, if we're not willing to provide quantity guidance on that, I think it would be probably somewhat naive for us to provide it in the area where we're just really getting started. That having been said, Tayo, we do see a very decent amount of opportunities to put money to work. So I would expect that very much like we've seen in the UK where we've continued to grow that acquisition quantity over time, we'd look to do the same thing in senior housing, but it's really gonna come down to the opportunities that present themselves that fit within our parameters and that we are fortunate enough to win. In terms of the structuring of the company and that side of things, obviously you're aware that we've taken some new employees on from Wall Street, have very deep capital allocation backgrounds, have a very logical way of thinking. We've also hired some people from the industry, from the operational side of things, from the relationship management side of things that have deep experience on that side. We've also extended out our data analysis and AI capabilities with some hiring of some talent and that side of things as well. It's still very much all in its infancy. It will probably continue to grow. I think we're going to continue to also increase our accounting and back office side of things to make sure that not only are we capable of allocating that capital, but that we're managing it prudently relative to expectations and staying on top of that side of things. So I think we have the bench now to continue to grow without having to add great amounts to it. But nonetheless, just the very nature of this business being more involved in triple net means that as we continue to expand the platform, we'll probably live to grow the headcount to match that.

Thank you. And all the best. Thanks.

Your next question comes from the line of John Kilikowski with Wells Fargo. Your line is open. Please go ahead.

Hi, good morning. Congratulations, Taylor and Bob on two phenomenal careers. I really enjoyed working with you both and you've done a great job choosing the new leadership team.

My first question is, could you give us a breakdown of Maplewood's performance in 2Q both on the DC side and on the existing portfolio yeah um as we've always said we think of our idea i mean we think of maple as our idea today so what i would just say is the maple team is doing an excellent job and we continue to take all the cash flow so what i would look at is the rent that's coming into omega is reflective of the overall performance of maple occupancy um the occupancy there is 94 for a new york facility 66 for our dc facility And then the rest of the portfolio is stabilized, as I've said about this.

Okay, that's helpful. And then just a second, kind of on the operators, as you look across your portfolio, you know, as you work through Genesis and Maplewood, coverage continues to improve across the portfolio. Is there a watch list today for you? Or are there tenants that are a majority of your portfolio maintenance efforts? Or are we in a place right now where you're confident that there aren't many near-term operator concerns, given the healthy coverage we're seeing across the sector?

Yeah, John, Vickis, again, we really have no major concerns about portfolios this time. We will, from time to time, play defense and offense with our portfolio management, similar to what we did with Communicare and Siena, but we have nobody major on our troubled list of this.

The only thing that I would add to that is just as we now, I mean, it seems a phenomenal job of addressing these things so proactively and getting us to a position, as you say, where The coverage has improved and the watch list is dramatically reduced. I think we can start focusing on, as Dick has said, the offense side of active portfolio management. We can't address some of those things right now because they're not fully baked. But I think that in the next few quarters, you will start to see opportunities to improve our accretion through the portfolio, as well as obviously through capital allocation to external assets.

Got it. Thank you.

Your next question comes from the line of Dave Rogers with Raymond James. Your line is open. Please go ahead.

Hey, this is Robin Reddy on for Dave Rogers. Congratulations on the quarter. Texas is your largest market but also has your lowest occupancy and as your team goes down this path of getting in front of problems and turning the portfolio, Do you guys have any concerns about Texas and coverage?

Matthew here. No, you know, this isn't a situation that has manifested itself recently. Texas has historically had low occupancy, and we acquired these assets at that occupancy level. So our coverage in our Texas portfolio today sits in a very strong position. We don't have any worries about that, quite frankly. We think probably both from a demographic standpoint and the occupancy availability standpoint, as all states start to see an increase in occupancy, Texas is probably one of the better positions to meet that increased demand relative to some other states. And I think we'll probably continue to go from strength to strength. So we very much like the state and think we're in a good position today and that will only get better.

Great. That's helpful. Thank you.

Your next question comes from the line of Nick Uliko with Scotiabank. Your line is open. Please go ahead.

Hi, thanks for the question. Maybe this is for Neil, but just on the dividend increase, was that a pull forward decision maybe given your ability to get the Communicare deal done in the quarter and prior quarter comments about discussing the dividend maybe later in the year and then just in the two-parter just thinking about comfortability with future FAD coverage what sort of magnitude of acceleration and fad do you expect heading into year-end and early 2027 based on the amount of capital you'll put to work and associated incremental cap accident in your term?

Yeah, Nick, I started on the dividend question saying that's very much the board decision. So as we met with the last board, I think, you know, as we've reflected in some of our comments, looking at portfolio, where it stands now, where coverage has been based on the operators and the watch list that biggest alluded to and how there aren't problems on the watch list the board he felt confident that now was an appropriate time to take up the dividend to your point about Communicare I think you might be referring to the fact that we had a large sale with a large gain but as I mentioned in my prepared remarks some of those proceeds went to a like-kind exchange. And so I think we're managing the gain in a tax efficient way that's not really playing a factor into causing us to step up the dividend. I think that's a completely separate factor and that didn't play into the calculus for the dividend increase. And then as far as the Q4, I mean, I don't think we historically get into that level of granularity, but I think through my prepared remarks and what I gave for the guidance, I think I gave you the building blocks for where we think we'll end up for Q3 and Q4.

All right, thank you. That's it for me, and congrats, Bob and Taylor.

Your next question comes from the line of Juan Sanabria with BMO Capital Markets. Your line is open. Please go ahead.

Hey, good morning. This is Robin Haneland sitting in Juan. I was just curious on the pipeline if you could help us quantify the size of it today versus historically and i'm just curious if there are any chunkier deals you're looking at yeah this is again um so as i said the pipeline is robust it is a mix of both small deal and some chunky deals um we don't give a number for where we see that but we do think this year could turn out to be close to historical got it and on the shop uk um just I'm curious where CAPRITs are for those assets compared to triple net, and if you can talk generally about, you know, wide growth expectations versus the U.S., that would be helpful.

Sure, that's a good question. So, and this situation was a little bit different, right, because we own the real estate already. So, from that standpoint, we were just buying the Opco. I would say that in that situation, you're normally looking at probably, you know, a high team yield going in, possibly into the 20s. In a situation where you're taking a RIDEA structure, where you're taking the OPCO and PROPCO together, it very much depends on what the opportunity is, very much like in the senior housing side of things. If it's a well-managed portfolio with decent margins and decent occupancy, you're probably going to be looking at a stabilized low double digits. If there's a situation where there's a lot of opportunity for enhancement and you think you can get into the mid-teens or even high-teens, you might be willing to start out at a lower initial yield. It very much varies on that side of things. We look at each asset individually. From a standpoint of the growth opportunity in terms of the cadence of earnings growth, I would say it's somewhat similar to the U.S. RIDEA side of things. You obviously have a little of a public pay percentage in that, but that has been growing quite nicely. And so it may be modestly slower growth, but it is predominantly in line with what you'd see in U.S. right there.

Thank you.

Your next question comes from the line of Vikram Malhotra with Mitsuho. Your line is open. Please go ahead.

Hi, this is Jody on from Vikram. Congratulations to Taylor and Bob firstly and on the question i wanted to ask like just focusing on the omega strategies to unlock value like what would you say is a dollar opportunity set maybe like as a percentage of noi just like transition or asset management that you've been doing it's really tough to quantify that because obviously a certain amount of it is with the active portfolio management already in our portfolio today but at the same time we continue to grow those opportunities is through our acquisitions.

I think we've talked about the fact that we would like to be growing in aggregate in that kind of mid-single-digit number. Personally, I think 6%, 7% annualized FAD growth is eminently achievable. And there'll be some years where we're able to move some levers to make that into the high single or possibly low double-digit growth. But I think that's the natural cadence of things as we sit here today. But the opportunities both from an external standpoint and even from an internal standpoint are going to be very much determined by having partners who are willing to work with us to create that opportunity. And it's just tough to quantify what that dollar amount is until we've had those conversations.

Thank you. Your next question comes from the line of Henry Newell with RBC Capital Markets. Your line is open. Please go ahead.

Congratulations on another successful quarter. Just want to talk about the shop transaction market. How difficult is it today to source new shop acquisitions versus, say, six months ago? And who are you seeing as your typical competitors when you're finding deals?

Hey, Henry, it's Vickness. We are finding shop deals. I mean, our mantra has been looking for value add. And I will say, as time has continued, we are finding more opportunities, both marketed and off-marketed, in the types of deals we're looking for. So no shortage of deals. They do tend to be smaller, but the team is working hard and we're doing a lot of those trends. The competition, you know, we're not playing against the other REITs for the most part. We're playing against private buyers.

Your next question comes from the line of Dwayne Green with Green Street. Your line is open.

Please go ahead. good morning guys thanks for taking the call and congratulations taylor and bob um i i was curious about saber you know this relationship has really grown rather quickly over the last couple of quarters and there's a strong alignment of economic interest there i'm just curious if this playbook is uh replicable for other either operators in the existing portfolio or potentially you know a new operators within shop or the uk so i yeah i would start by saying that you know even though obviously our relationship has grown um in the last couple of years we've known this team for the better part of a decade and we've got to really work with them closely and understand

how they transact how they run their business uh the quality from a clinical standpoint from an operational standpoint and just how they see the world and it very very much aligns with how we see the world uh you know it starts with clinical quality first um it starts with rational decision-making, prudent allocation of capital. And so from that standpoint, to the extent that we find other operating partners, that we have that similar kind of alignment of interests and philosophy, I think we'd be open to that. I'll tell you that, you know, sabers don't grow on trees. You know, this is a particularly exceptional company led by an exceptional management team.

And so therefore, I don't think it's going to become a pervasive part of our business but obviously we continue to evaluate all opportunities to align interests both with them and with other partners that make sense economically and philosophically absolutely that makes a lot of sense and then my second question is just on uh pair mix uh how much of that would you say is driven call it like organically by you know um sniff operators maybe in store concept versus you know shifting portfolio mix and what are your expectations for how that metrical trend over the next couple of years.

I think there's a good piece of that that's related to the fact that we're trying to exit certain states that have reimbursement that we don't know is sustainable, like the West Virginia. And we had higher concentration of Medicaid also in the Maryland portfolio that we exited. And so that's some of what you're seeing there.

Understood. Thank you.

Your next question comes from the line of Alex Fagan with Baird. Your line is open.

Please go Yeah, thank you for taking my question. And just one big one for me, you know, you did Communicare last quarter and now Sienna this quarter. It seems like on the Communicare stuff that came to you, is it similar for Sienna? Did they come to you? Are they exiting somehow or was that something that you pushed and then following up on that, Are there any other kinds of big portfolio transition opportunities that you're actively evaluating?

Yeah, Alex, like I said in my prepared remarks, this was proactive asset management on our behalf for Siena. We approached them because their coverage was not good in those non-Michigan assets. I will note, Siena is an excellent operator in Michigan, but this portfolio that was out of Michigan, they were not performing well. So we saw an opportunity to transition those buildings to high credit operators like Sabre and HHC, and then improve the coverage with Siena at the same time. And then we also got the benefit of additional growth with Sabre as they continue to stabilize those facilities and through our 9.9%. So overall, win-win for everybody in that situation, for Siena, for the new operators, and for us. Again, this was a little bit of defense with terms of offense. we will continue to look for that. But at this moment, we have nothing that we're particularly working on.

Yeah, the only thing I would add is Communicare was led by us as well. You know, the team came up with something that we felt made sense from our standpoint and engaged Communicare in that and ultimately came up with what I think was an obvious win-win for both parties. But it's all coming from us and the active portfolio management, the operations team's doing an outstanding job of looking at that and have candidly addressed most of the things from a defensive standpoint that we need to do. And now they are continuing to look for those opportunistic offensive areas where we can enhance the portfolio as well.

Got it. Thank you for that.

Your next question comes from the line of Pharrell Granite with Bank of America. Your line is open. Please go ahead.

Good morning. Thank you for taking my question and congratulations to Taylor and Bob, 100 earnings calls. That's a great number. So my first question is you continue to have mentioned Sabre. If you could give a little bit more detail about really where you see this relationship going. We've obviously seen you lean into different aspects of the relationship through your GVs, as well as also utilizing them in this transition for operators. And also, if you could address if there's a certain cap for exposure that you'd be willing to include.

Yeah, so I'll start. This is Vickis. So as Matthew said, we know the Sabre management team extremely well. We think very highly of them. This was an example of something within our portfolio. We were able to move to Sabre, stay FAD neutral, and then realize future growth as they grow. we could have more opportunities like this but we really do expect to have other new opportunities we will add and that could be both in our triple net or in our jvs that will depend on things like who is the seller what is the timing what is the size it would probably be a combination of both going forward so the possibilities are somewhat endless with saber we they do want to continue to grow they do want to continue to enter new states and we are very supportive of that based on our roadmap today and then in terms of the sizing um you know obviously you want to have a diversified portfolio of operators but if we think back over the last 10 years um a lot of

the challenges that we've had have actually come from some of our smaller operating partners so when you have this situation i would you put saver in this basket i've put a number of other of our top 10 operators in this bucket where you have these high caliber operators that you know provide both strong clinical care and able to achieve decent financial results. From that standpoint, you're quite happy to grow with them. And in many situations, putting incremental assets into their hands, both from an ability standpoint and from the support of the master lease makes more financial sense than just growing for the sake of diversification. So I don't think we have a quantification as to what that will look like i do think that the pipeline is robust enough that we're going to continue to be adding assets and managers slash operators to that portfolio so intrinsically it's not going to grow to an outsized amount but internally if we see opportunities to grow with saver or any of our larger operating partners that make financial sense, we'll continue to do so and won't let diversification be the defining decision as to whether we do so or not.

Great. Thank you. And my second question is about the UK Prime Minister Berman discussing adult social care systems recently and potentially implementing tax or having greater reform. And I was curious if you could add any comments or opinions on what that could mean for public read exposure, especially in the UK, and if that changes at all your deployment of capital into the area?

Sure. Great question. You know, this is a situation that we're seeing in the UK, and candidly, we've been seeing it in states in the United States as well, where people start to look at their budgets and try to understand whether they're getting value for money. And from our standpoint, we have been very, very disciplined, both in our UK expansion and in the US, in buying assets that not only are vital assets within the care continuum, but that also have an alignment of value relative to the underlying real estate. You know, one of the situations we've seen is where cash flows will support or warrant a valuation being assigned to real estate that effectively is significantly higher than the underlying value of the real estate itself. There's huge need in the United Kingdom to continue to provide care. Handedly, the most efficient way of providing that care is in one holistic setting rather than having carers care for people in individual accommodations, which is far less efficient. And so we actually think that as they start to look at opportunities to cut costs while not cutting quality of care, care homes that provide decent quality in holistic settings and that have fees that are in alignment with the value that they're providing are probably going to benefit in that situation. And that's ultimately where we've been allocating our capital, both within the U.K. and within the U.S. And therefore, we feel comfortable that should these situations manifest into changes in reimbursement, our portfolios will likely benefit from that in a net capacity as opposed to having a headwind.

Thank you so much.

Your next question comes from the line of Mark Akinby with Barclays. Your line is open. Please go ahead.

Thank you for taking the question. You mentioned yields on the Opco's range from the high teens to 20%. This seems pretty attractive relative to senior housing, given you still get the growth, but then also get higher yields. So I'm wondering if there's a constraint on your ability to do more acquisitions and how much is in your pipeline.

Thanks for the question. Yeah, so just to clarify, that's in a situation where we already own the real estate and we're just acquiring the Opco. The Opco multiples might be, you know, four or five times earnings, right? So from that standpoint, we're not going to get 20% when we're going out and buying the Opco, Propco, Combo. That's more an opportunity to grow into the low to mid teams. Ultimately, there may be opportunities for us to take the operating companies of real estate that we own today. We continue to engage with operators and try to look for a price that suits both parties. But at the same time, you know, there's a finite amount of opportunity in that a lot of operators want to keep operating their facilities. So there has to be an alignment of interest around both an exit decision and the price that makes sense in that situation. But I do think that the UK has now three effective ways to allocate capital, both from a triple net standpoint, from our idea standpoint where you take down the opco and the propco and potentially down the line some conversions of opcos into our idea structure where we already own real estate that's helpful thank you then my next question is in regards to the sienna transition now that saber is taking on those assets i'm curious what the coverage is for the opco you want to know what the the coverages on Siena or on SABER?

Now that SABER is taking on the Siena assets, I was wondering if you could provide detail on assuming there's a master lease or some sort of corporate guarantee, what the coverage is that did the opco of SABER?

Yeah, so we don't release coverages by operator, but Sabre is an extremely strong operator with coverage well above our people. So there's no concerns on our side, even with the addition of these buildings that still need to stabilize. Sabre's overall coverage is extremely strong.

Okay, great. Thank you.

We have reached the end of the Q&A session. I will now turn the call back to Taylor Pickett, CEO, for closing remarks.

Thanks, everyone, for joining our call this morning. I look forward to future calls as a shareholder.

This concludes today's call. Thank you for attending. You may now disconnect.