Omega Announces Third Quarter 2012 Financial Results; Adjusted FFO of $0.54 Per Share for the Third Quarter

  Omega Announces Third Quarter 2012 Financial Results; Adjusted FFO of $0.54
  Per Share for the Third Quarter

Business Wire

HUNT VALLEY, Md. -- October 26, 2012

Omega Healthcare Investors, Inc. (NYSE:OHI) (the “Company” or “Omega”) today
announced its results of operations for the three- and nine-month period ended
September 30, 2012. The Company also reported Funds From Operations (“FFO”)
available to common stockholders for the three-month period ended September
30, 2012 of $56.7 million or $0.52 per common share. The $56.7 million of FFO
available to common stockholders for the third quarter of 2012 includes $1.5
million of non-cash stock-based compensation expense and $0.5 million of
acquisition related costs. FFO is presented in accordance with the guidelines
for the calculation and reporting of FFO issued by the National Association of
Real Estate Investment Trusts (“NAREIT”). Normalized or Adjusted FFO was $0.54
per common share for the three-month period ended September 30, 2012. FFO and
Adjusted FFO are non-GAAP financial measures. Adjusted FFO is calculated as
FFO available to common stockholders excluding the impact of certain non-cash
items and certain items of revenue or expense, including, but not limited to:
acquisitions and stock-based compensation expense. For more information
regarding FFO and Adjusted FFO, see the “Third Quarter 2012 Results – Funds
From Operations” section below.

GAAP NET INCOME

For the three-month period ended September 30, 2012, the Company reported net
income and net income available to common stockholders of $30.1 million, or
$0.27 per diluted common share, on operating revenues of $87.1 million. This
compares to net income and net income available to common stockholders of
$21.4 million, or $0.21 per diluted common share, on operating revenues of
$72.8 million, for the same period in 2011.

For the nine-month period ended September 30, 2012, the Company reported net
income and net income available to common stockholders of $86.8 million, or
$0.81 per diluted common share, on operating revenues of $255.4 million. This
compares to net income of $33.3 million and net income available to common
stockholders of $28.2 million, or $0.28 per diluted common share, on operating
revenues of $215.9 million, for the same period in 2011.

The year-to-date increase in net income was primarily due to the impact of:
(i) additional rental income and mortgage interest income associated with
approximately $575 million of new investments made since October 1, 2011; (ii)
$7.2 million in incremental gains on asset sales; (iii) $24.7 million net
decrease in real estate impairments; and (iv) $4.1 million net decrease in
provision for uncollectible accounts receivable. These increases were
partially offset by: (i) $7.8 million in increased depreciation expense
associated with the new investments; (ii) $10.9 million in increased interest
expense primarily associated with financing the new investments; and (iii)
$2.3 million in increased interest refinancing costs relating to a $7.1
million charge associated with the tender and redemption of all of the
Company’s outstanding $175 million of 7% Senior Notes due 2016 in March 2012,
partially offset by (a) a $1.7 million interest refinancing expense adjustment
(gain) related to the write-off of the unamortized premium on four HUD
mortgage loans that the Company paid off in June 2012 and (b) a $3.1 million
write-off of deferred cost associated with the termination of the Company’s
2010 credit facility in August 2011.

THIRD QUARTER 2012 HIGHLIGHTS AND OTHER RECENT DEVELOPMENTS

  *In October 2012,  the Company increased its quarterly common stock
    dividend to $0.44 per share.
  *In August 2012, the Company completed $206 million of new investments with
    an existing operator.
  *In July 2012, the Company declared its quarterly common dividend of $0.42
    per share.
  *In July 2012, Fitch Ratings initiated a BBB- rating on the Company’s
    senior unsecured notes.

THIRD QUARTER 2012 RESULTS

Operating Revenues and Expenses – Operating revenues for the three-month
period ended September 30, 2012 were $87.1 million. Operating expenses for the
three-month period ended September 30, 2012 totaled $34.0 million and were
composed of $28.3 million of depreciation and amortization expense, $3.7
million of general and administrative expense, $1.5 million of stock-based
compensation expense and $0.5 million of expense associated with acquisitions.

Other Income and Expense – Other income and expense for the three-month period
ended September 30, 2012 was a net expense of $24.7 million, which was
composed of $24.1 million of interest expense and $0.7 million of amortized
deferred financing costs.

Funds From Operations – For the three-month period ended September 30, 2012,
reportable FFO available to common stockholders was $56.7 million, or $0.52
per common share on 110 million weighted-average common shares outstanding,
compared to $44.5 million, or $0.43 per common share on 103 million
weighted-average common shares outstanding, for the same period in 2011.

The $56.7 million of FFO for the three-month period ended September 30, 2012
includes the impact of $1.5 million of stock-based compensation expense and
$0.5 million of expense associated with acquisitions.

The $44.5 million of FFO for the three-month period ended September 30, 2011
includes the impact of the $3.1 million write-off of deferred financing costs,
approximately $1.5 million of non-cash stock-based compensation expense and a
$148 thousand net loss associated with owned and operated assets.

Adjusted FFO was $58.7 million, or $0.54 per common share, for the three
months ended September 30, 2012, compared to $49.2 million, or $0.48 per
common share, for the same period in 2011. The Company had 6 million
additional weighted-average shares for the three months ended September 30,
2012 compared to the same period in 2011. For further information see “Funds
From Operations” below.

FINANCING ACTIVITIES

$400 Million 5.875% Senior Notes Exchange Offer – On August 15, 2012, the
Company commenced an offer to exchange $400 million of its 5.875% Senior Notes
due 2024 that have been registered under the Securities Act of 1933 for $400
million of its outstanding 5.875% Senior Notes due 2024, which were issued on
March 19, 2012 in a private placement.

All $400 million outstanding aggregate principal amount of the initial notes
were validly tendered and not withdrawn prior to the expiration of the
exchange offer, and were exchanged for exchange notes as of September 20,
2012, pursuant to the terms of the exchange offer. The Exchange Notes are
identical in all material respects to the Initial Notes, except that the
Exchange Notes were registered under the Securities Act of 1933 and the
provisions of the Initial Notes relating to transfer restrictions,
registration rights and additional interest will not apply to the Exchange
Notes.

Equity Shelf Program and the Dividend Reinvestment and Common Stock Purchase
Plan – During the nine-month period ended September 30, 2012, the Company sold
the following shares of its common stock under its Equity Shelf Program and
its Dividend Reinvestment and Common Stock Purchase Plan:

Equity Shelf (At-The-Market) Program for 2012
(in thousands, except price per share)
                                                     
                          Q1        Q2         Q3         Year
                          Total     Total      Total      To Date
                                                          
Number of shares            249       510        2,639      3,398
Average price per share   $ 21.38   $ 21.21    $ 24.10    $ 23.47
Gross Proceeds            $ 5,318   $ 10,818   $ 63,614   $ 79,750
                                                          

Dividend Reinvestment and direct Common Stock Purchase Program for 2012
(in thousands, except price per share)
                                                         
                            Q1          Q2         Q3         Year
                            Total       Total      Total      To Date
                                                              
Number of shares               665        2,541      1,585      4,791
Average price per share     $  21.42    $ 21.54    $ 23.46    $ 22.16
Gross Proceeds              $  14,242   $ 54,754   $ 37,161   $ 106,157
                                                              

2012 PORTFOLIO AND RECENT DEVELOPMENTS

Health and Hospital Corporation – On August 31, 2012, the Company purchased 27
facilities (17 skilled nursing, 4 assisted living and 6 independent living
facilities) from an unrelated third party for $203 million. Simultaneous with
the transaction, the Company also purchased one parcel of land for $2.8
million. The 27 facilities and land parcel were added to an existing master
lease with Health and Hospital Corporation. The 27 facilities located in
Indiana total 2,892 beds (2,340 skilled nursing, 293 assisted living and 259
independent living).

Facility Sales – For the three month period ended September 30, 2012, the
Company sold one held-for-sale facility for total cash proceeds of $2.3
million, generating approximately a $1.7 million accounting gain.

DIVIDENDS

Common Dividends – On October 17, 2012, the Company’s Board of Directors
declared a common stock dividend of $0.44 per share, increasing the quarterly
common dividend by $0.02 per share, or 4.8%, over the previous quarter. The
common stock dividend is payable November 15, 2012 to common stockholders of
record as of the close of business on October 31, 2012. At the date of this
release, the Company had approximately 112 million common shares outstanding.

2012 ADJUSTED FFO GUIDANCE

The Company revised its 2012 Adjusted FFO available to common stockholders to
be between $2.15 and $2.17 per diluted share versus its previous range of
$2.12 to $2.15 per share.

The Company's Adjusted FFO guidance for 2012 excludes the impact of gains and
losses from the sale of assets, additional divestitures, certain revenue and
expense items, interest refinancing expense, capital transactions and
restricted stock amortization expense. A reconciliation of the Adjusted FFO
guidance to the Company's projected GAAP earnings is provided on a schedule
attached to this press release. The Company may, from time to time, update its
publicly announced Adjusted FFO guidance, but it is not obligated to do so.

The Company's Adjusted FFO guidance is based on a number of assumptions, which
are subject to change and many of which are outside the Company’s control. If
actual results vary from these assumptions, the Company's expectations may
change. Without limiting the generality of the foregoing, the timing and
completion of acquisitions, divestitures, capital and financing transactions,
and variations in restricted stock amortization expense may cause actual
results to vary materially from our current expectations. There can be no
assurance that the Company will achieve its projected results.

CONFERENCE CALL

The Company will be conducting a conference call on Friday, October 26, 2012,
at 10 a.m. Eastern to review the Company’s 2012 third quarter results and
current developments. Analysts and investors interested in participating are
invited to call (877) 317-6789 from within the United States or (412) 317-6789
from outside the United States and ask the operator to be connected to the
“Omega Healthcare Third Quarter 2012 Earnings Call.”

To listen to the conference call via webcast, log on to
www.omegahealthcare.com and click the “earnings call” icon on the Company’s
home page. Webcast replays of the call will be available on the Company’s
website for two weeks following the call.

The Company is a real estate investment trust investing in and providing
financing to the long-term care industry. At September 30, 2012, the Company
owned or held mortgages on 460 skilled nursing facilities, assisted living
facilities and other specialty hospitals with approximately 53,269 licensed
beds (51,117 available beds) located in 33 states and operated by 47
third-party healthcare operating companies.

This announcement includes forward-looking statements, including without
limitation the information under the heading “2012 Adjusted FFO Guidance.”
Actual results may differ materially from those reflected in such
forward-looking statements as a result of a variety of factors, including,
among other things: (i) uncertainties relating to the business operations of
the operators of the Company’s properties, including those relating to
reimbursement by third-party payors, regulatory matters and occupancy levels;
(ii) regulatory and other changes in the healthcare sector; (iii) changes in
the financial position of the Company’s operators; (iv) the ability of any of
the Company’s operators in bankruptcy to reject unexpired lease obligations,
modify the terms of the Company’s mortgages and impede the ability of the
Company to collect unpaid rent or interest during the pendency of a bankruptcy
proceeding and retain security deposits for the debtor's obligations; (v) the
availability and cost of capital; (vi) changes in the Company’s credit ratings
and the ratings of its debt securities; (vii) competition in the financing of
healthcare facilities; (viii) the Company’s ability to maintain its status as
a real estate investment trust; (ix) the Company’s ability to manage, re-lease
or sell any owned and operated facilities; (x) the Company’s ability to sell
closed or foreclosed assets on a timely basis and on terms that allow the
Company to realize the carrying value of these assets; (xi) the effect of
economic and market conditions generally, and particularly in the healthcare
industry; and (xii) other factors identified in the Company’s filings with the
Securities and Exchange Commission. Statements regarding future events and
developments and the Company’s future performance, as well as management's
expectations, beliefs, plans, estimates or projections relating to the future,
are forward-looking statements. The Company undertakes no obligation to update
any forward-looking statements contained in this announcement.

OMEGA HEALTHCARE INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
                                                             
                                               September 30,    December 31,
                                                2012          2011       
                                               (Unaudited)
ASSETS
Real estate properties
Land and buildings                             $ 2,786,213      $ 2,537,039
Less accumulated depreciation                   (550,381   )   (470,420   )
Real estate properties – net                     2,235,832        2,066,619
Mortgage notes receivable – net                 245,550       238,675    
                                                 2,481,382        2,305,294
Other investments – net                         45,807        52,957     
                                                 2,527,189        2,358,251
Assets held for sale – net                      1,620         2,461      
Total investments                                2,528,809        2,360,712
                                                                
Cash and cash equivalents                        6,951            351
Restricted cash                                  32,923           34,112
Accounts receivable – net                        119,361          100,664
Other assets                                    71,396        61,473     
Total assets                                   $ 2,759,440    $ 2,557,312  
                                                                
LIABILITIES AND STOCKHOLDERS’ EQUITY
Revolving line of credit                       $ 102,000        $ 272,500
Secured borrowings                               286,016          303,610
Unsecured borrowings – net                       1,200,523        975,290
Accrued expenses and other liabilities          149,981       127,428    
Total liabilities                               1,738,520     1,678,828  
                                                                
Stockholders’ equity:
Common stock $.10 par value authorized –                         
200,000 shares issued and outstanding
112,046 shares as of September 30, 2012 and      11,205           10,341
103,410 as of December 31, 2011
Common stock – additional paid-in-capital        1,658,882        1,471,381
Cumulative net earnings                          720,205          633,430
Cumulative dividends paid                       (1,369,372 )   (1,236,668 )
Total stockholders’ equity                      1,020,920     878,484    
Total liabilities and stockholders’ equity     $ 2,759,440    $ 2,557,312  
                                                                

OMEGA HEALTHCARE INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(in thousands, except per share amounts)
                                                  
                         Three Months Ended          Nine Months Ended
                         September 30,               September 30,
                          2012       2011       2012       2011    
Revenue                                                         
Rental income            $ 78,170      $ 68,622      $ 229,373     $ 203,446
Mortgage interest          7,677         3,617         22,417        10,548
income
Other investment           1,238         383           3,533         1,641
income – net
Miscellaneous             23          196         125         265     
Total operating            87,108        72,818        255,448       215,900
revenues
                                                                   
Expenses
Depreciation and           28,305        24,871        82,651        74,848
amortization
General and                3,688         2,873         11,197        10,031
administrative
Stock-based                1,485         1,520         4,456         4,518
compensation expense
Acquisition costs          483           -             686           45
Impairment loss on         -             -             272           24,971
real estate properties
Provisions for
uncollectible              -             -             -             4,139
mortgages, notes and
accounts receivable
Nursing home expenses
of owned and operated     -           148         -           603     
assets
Total operating            33,961        29,412        99,262        119,155
expenses
                                                                   
Income before other        53,147        43,406        156,186       96,745
income and expense
Other income (expense)
Interest income            6             12            22            35
Interest expense           (24,050 )     (20,101 )     (71,026 )     (60,173 )
Interest –
amortization of            (673    )     (629    )     (1,970  )     (2,026  )
deferred financing
costs
Interest – refinancing    -           (3,055  )    (5,410  )    (3,071  )
costs
Total other expense        (24,717 )     (23,773 )     (78,384 )     (65,235 )
                                                                   
Income before gain on      28,430        19,633        77,802        31,510
assets sold
Gain on assets sold –     1,689       1,803       8,973       1,803   
net
Net income                 30,119        21,436        86,775        33,313
Preferred stock            -             -             -             (1,691  )
dividends
Preferred stock           -           -           -           (3,456  )
redemption
Net income available     $ 30,119     $ 21,436     $ 86,775     $ 28,166  
to common stockholders
                                                                   
Income per common
share available to
common stockholders:
Basic:
Net income               $ 0.28       $ 0.21       $ 0.82       $ 0.28    
Diluted:
Net income               $ 0.27       $ 0.21       $ 0.81       $ 0.28    
                                                                   
Dividends declared and   $ 0.42       $ 0.40       $ 1.25       $ 1.15    
paid per common share
                                                                   
Weighted-average
shares outstanding,       109,135     103,180     106,202     101,722 
basic
Weighted-average
shares outstanding,       109,667     103,231     106,570     101,772 
diluted
                                                                   

OMEGA HEALTHCARE INVESTORS, INC.
FUNDS FROM OPERATIONS
Unaudited
(in thousands, except per share amounts)
                                                  
                         Three Months Ended          Nine Months Ended
                         September 30,               September 30,
                          2012       2011        2012       2011    
                                                                
Net income available     $ 30,119      $ 21,436      $ 86,775      $ 28,166
to common stockholders
Deduct gain from real     (1,689  )    (1,803  )    (8,973  )    (1,803  )
estate dispositions
Sub-total                  28,430        19,633        77,802        26,363
Elimination of
non-cash items
included in net
income:
Depreciation and           28,305        24,871        82,651        74,848
amortization
Add back non-cash
provision for             —           —           272         24,971  
impairments on real
estate properties
Funds from operations
available to common      $ 56,735     $ 44,504     $ 160,725    $ 126,182 
stockholders
                                                                   
Weighted-average
common shares              109,135       103,180       106,202       101,722
outstanding, basic
Restricted stock and       511           38            350           38
PRSUs
Deferred stock            21          13          18          12      
Weighted-average
common shares             109,667     103,231     106,570     101,772 
outstanding, diluted
                                                                   
Funds from operations
per share available to   $ 0.52       $ 0.43       $ 1.51       $ 1.24    
common stockholders
                                                                   
Adjusted funds from
operations:
Funds from operations
available to common      $ 56,735      $ 44,504      $ 160,725     $ 126,182
stockholders
Add back non-cash
preferred stock            —             —             —             3,456
redemption charges
Add back non-cash
provision for              —             —             —             4,139
uncollectible accounts
receivable
Add back nursing home      —             148           —             603
expenses
Add back interest          —             3,055         5,410         3,071
refinancing expense
Add back acquisition       483           —             686           45
costs
Add back non-cash
stock-based               1,485       1,520       4,456       4,518   
compensation expense
Adjusted funds from
operations available     $ 58,703     $ 49,227     $ 171,277    $ 142,014 
to common stockholders
                                                                   

This press release includes Funds From Operations, or FFO, which is a non-GAAP
financial measure. For purposes of the Securities and Exchange Commission’s
Regulation G, a non-GAAP financial measure is a numerical measure of a
company’s historical or future financial performance, financial position or
cash flows that excludes amounts, or is subject to adjustments that have the
effect of excluding amounts, that are included in the most directly comparable
financial measure calculated and presented in accordance with GAAP in the
statement of operations, balance sheet or statement of cash flows (or
equivalent statements) of the company, or includes amounts, or is subject to
adjustments that have the effect of including amounts, that are excluded from
the most directly comparable financial measure so calculated and presented. As
used in this press release, GAAP refers to generally accepted accounting
principles in the United States of America. Pursuant to the requirements of
Regulation G, the Company has provided reconciliations of the non-GAAP
financial measures to the most directly comparable GAAP financial measures.

The Company calculates and reports FFO in accordance with the definition and
interpretive guidelines issued by the National Association of Real Estate
Investment Trusts ("NAREIT"), and consequently, FFO is defined as net income
available to common stockholders, adjusted for the effects of asset
dispositions and certain non-cash items, primarily depreciation and
amortization and impairments on real estate assets. The Company believes that
FFO is an important supplemental measure of its operating performance. Because
the historical cost accounting convention used for real estate assets requires
depreciation (except on land), such accounting presentation implies that the
value of real estate assets diminishes predictably over time, while real
estate values instead have historically risen or fallen with market
conditions. The term FFO was designed by the real estate industry to address
this issue. FFO described herein is not necessarily comparable to FFO of other
real estate investment trusts, or REITs, that do not use the same definition
or implementation guidelines or interpret the standards differently from the
Company.

The Company uses FFO as one of several criteria to measure the operating
performance of its business. The Company further believes that by excluding
the effect of depreciation, amortization, impairments on real estate assets
and gains or losses from sales of real estate, all of which are based on
historical costs and which may be of limited relevance in evaluating current
performance, FFO can facilitate comparisons of operating performance between
periods and between other REITs. The Company offers this measure to assist the
users of its financial statements in analyzing its performance; however, this
is not a measure of financial performance under GAAP and should not be
considered a measure of liquidity, an alternative to net income or an
indicator of any other performance measure determined in accordance with GAAP.
Investors and potential investors in the Company’s securities should not rely
on this measure as a substitute for any GAAP measure, including net income.

Adjusted FFO is calculated as FFO available to common stockholders excluding
the impact of non-cash stock-based compensation and certain revenue and
expense items identified above. The Company believes that Adjusted FFO
provides an enhanced measure of the operating performance of the Company’s
core portfolio as a REIT. The Company’s computation of Adjusted FFO is not
comparable to the NAREIT definition of FFO or to similar measures reported by
other REITs, but the Company believes it is an appropriate measure for this
Company.

The Company currently expects its 2012 Adjusted FFO available to common
stockholders to be between $2.15 and $2.17 per diluted share. The following
table presents a reconciliation of our guidance regarding 2012 FFO and
Adjusted FFO to net income available to common stockholders:

                                                              2012 Projected
                                                               Adjusted FFO
Per diluted share:
Net income available to common stockholders                    $ 1.05 − $ 1.06
Adjustments:
Depreciation and amortization                                    1.00 −   1.01
Provision for impairment on real estate assets                  0.00 −  0.00
Funds from operations available to common stockholders         $ 2.05 − $ 2.07
                                                                        
Adjustments:
Acquisition costs                                                0.01 −   0.01
Interest expense – refinancing costs                             0.05 −   0.05
Stock-based compensation expense                                0.05 −  0.05
Adjusted funds from operations available to common             $ 2.15 − $ 2.17
stockholders
                                                                        

The following tables present selected portfolio information, including
operator and geographic concentrations, and revenue maturities for the period
ended September 30, 2012:

                                                                 
                 As of September 30, 2012
                            # of       Investment  
                              Operating
Balance Sheet    # of        Beds       ($000’s)     %
Data             Properties                             Investment
Real             428          47,434      $ 2,805,413   92     %
Property^(1)
Loans            32          3,683       245,550    8      %
Receivable^(2)
Total            460          51,117      $ 3,050,963   100    %
Investments
                 
                             # of        Investment                 Investment
                              Operating
Investment       # of        Beds       ($000’s)     %           per Bed
Data             Properties                             Investment
Skilled
Nursing          435          49,752      $ 2,922,354   96     %     $    59
Facilities
^(1) (2)
Assisted
Living           14           813           64,102      2      %          79
Facilities
Specialty
Hospitals and    11          552         64,507     2      %        117
Other
                 460          51,117      $ 3,050,963   100    %     $    60
                                                                     
Note: table above excludes three facilities classified as held-for-sale.
(1) Includes $19.2 million for lease inducement.
(2) Includes $0.6 million of unamortized principal.
                 

                                                                
Revenue Composition
($000's)
                                                                 
Revenue by              Three Months Ended             Nine Months Ended
Investment Type
                        September 30, 2012            September 30, 2012
Rental Property         $   78,170       90    %       $   229,373     90   %
^(1)
Mortgage Notes              7,677        9     %           22,417      9    %
Other Investment           1,238       1     %         3,533      1    %
Income
                        $   87,085       100   %       $   255,323     100  %
                                                                 
Revenue by Facility     Three Months Ended             Nine Months Ended
Type
                        September 30, 2012            September 30, 2012
Skilled Nursing         $   83,398       96    %       $   245,693     97   %
Facilities ^(1)
Assisted Living             992          1     %           2,367       1    %
Facilities
Specialty Hospitals         1,457        2     %           3,730       1    %
Other                      1,238       1     %         3,533      1    %
                        $   87,085       100   %       $   255,323     100  %
                                                                       
(1) 3rd quarter revenue includes $0.9 million reduction for lease inducement
and $2.6 million year-to-date.


                                
Operator Concentration by         As of September 30, 2012
Investment ($000's)
                                  # of Properties  Investment   % Investment
CommuniCare Health Services       36               $ 328,323    11      %
Health & Hospital Corporation     40                  279,475     9       %
Airamid                           38                  263,560     9       %
Sun Healthcare Group, Inc.        40                  234,789     8       %
Signature Holdings, LLC           31                  224,435     7       %
Advocat Inc.                      36                  148,408     5       %
Gulf Coast                        17                  146,636     5       %
Guardian LTC Management ^(1)      23                  145,171     5       %
Capital Funding Group, Inc^.      17                  129,697     4       %
Genesis Healthcare                13                  121,544     4       %
Remaining 37 Operators ^(2)       169               1,028,925  33      %
                                  460               $ 3,050,963   100     %
                                                                  
Note: table above excludes three facilities classified as held-for-sale.
(1) Investment amount includes a $19.2 million lease inducement.
(2) Includes $0.6 million of unamortized principal.


                                                      
Concentration by State     # of Properties   Investment   % Investment
Florida ^(1)               87                $ 615,066    20      %
Ohio                       50                   361,814     12      %
Indiana                    48                   309,070     10      %
Pennsylvania               25                   175,150     6       %
Maryland                   16                   174,076     6       %
Texas                      32                   170,019     6       %
Michigan                   17                   128,033     4       %
Arkansas                   23                   125,912     4       %
Tennessee                  16                   118,893     4       %
West Virginia ^(2)         11                   94,996      3       %
Colorado                   12                   79,659      3       %
Kentucky                   15                   67,220      2       %
North Carolina             10                   58,960      2       %
Massachusetts              8                    57,347      2       %
Louisiana                  14                   55,514      2       %
Alabama                    10                   54,440      2       %
Remaining 17 States        66                 404,794    12      %
                           460                $ 3,050,963   100     %
Note: table above excludes three facilities classified as held-for-sale.
(1) Includes $0.6 million of unamortized principal.
(2) Investment amount includes a $19.2 million lease inducement.


                       
Revenue Maturities       As of September 30, 2012
($000's)
                                             Current       Lease and 
                                Current        Interest       Interest
                                Lease
Operating Lease
Expirations & Loan       Year  Revenue ^(1)  Revenue ^(1)  Revenue    %  
Maturities
                         2012   2,656          595            3,251       1  %
                         2013   28,494         590            29,084      9  %
                         2014   1,124          -              1,124       1  %
                         2015   2,469          -              2,469       1  %
                         2016   29,333         1,404          30,737      10 %
                                                                          
                                                                          
(1) Based on 2012 contractual rents and interest (without giving effect to
annual escalators).


The following tables present operator revenue mix, census and coverage data
based on information provided by our operators:

                                     
Operator Revenue Mix                   % Revenue Mix
                                                 Medicare /  
                                       Medicaid  Insurance   Private / Other
                                                               
Three-months ended June 30, 2012       52.6  %    39.1   %     8.3      %
Three-months ended March 31, 2012      52.2  %    39.6   %     8.2      %
Three-months ended December 31, 2011   52.9  %    38.4   %     8.7      %
Three-months ended September 30,       50.5  %    40.9   %     8.6      %
2011
Three-months ended June 30, 2011       50.2  %    41.2   %     8.6      %
                                                               

                                          
Operator Census and Coverage               Coverage Data
                                             Before           After
                               Census ^(1)  Management Fees  Management Fees
                                                               
Twelve-months ended June 30,   83.7%         2.0x              1.6x
2012
Twelve-months ended March      83.7%         2.1x              1.7x
31, 2012
Twelve-months ended December   84.0%         2.2x              1.8x
31, 2011
Twelve-months ended            84.0%         2.3x              1.8x
September 30, 2011
Twelve-months ended June 30,   84.0%         2.3x              1.8x
2011
                                                               
^(1) Based on available beds.
                                                               

The following table presents a debt maturity schedule as of September 30,
2012:

                                                              
Debt         Secured
Maturities   Debt         Unsecured Debt                          
($000’s)
             HUD          Line of                   Sub Notes  
             Mortgages     Credit
Year         ^(1)         ^(2)         Senior       ^(4)        Total Debt
                                         Notes ^(3)
2012         $ -           $ -           $ -           $ -          $ -
2013           -             -             -             -            -
2014           -             -             -             -            -
2015           -             475,000       -             -            475,000
2016           -             -             -             -            -
Thereafter    264,901    -          1,175,000   20,000    1,459,901
             $ 264,901   $ 475,000   $ 1,175,000  $ 20,000   $ 1,934,901
                                                                    
(1) Excludes $21.1 million of fair market valuation (adjustments).
(2) Reflected at 100% borrowing capacity.
(3) Excludes net premium of $4.4 million.
(4) Excludes $1.1 million of fair market valuation (adjustments).


The following table presents investment activity for the three- and nine -
month period ended September 30, 2012:

                                                
Investment Activity ($000's)   Three Months Ended  Nine Months Ended
                               September 30, 2012  September 30, 2012
Funding by Investment Type:    $ Amount    %      $ Amount    %
                                                              
Real Property                  $  205,739   96  %   $  232,661   89  %
Mortgages                         2,171     1   %      7,125     3   %
Other                            5,899    3   %    20,106   8   %
Total                          $  213,809   100 %   $  259,892   100 %

Contact:

Omega Healthcare Investors, Inc.
Bob Stephenson, CFO, 410-427-1700
 
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