Omega Announces First Quarter 2011 Financial Results; Adjusted FFO of $0.44 Per Share for the First Quarter

HUNT VALLEY, Md.--(BUSINESS WIRE)-- Omega Healthcare Investors, Inc. (NYSE:OHI) (the "Company" or "Omega") today announced its results of operations for the three-month period ended March 31, 2011. The Company also reported Funds From Operations ("FFO") available to common stockholders for the three-month period ended March 31, 2011 of $14.1 million or $0.14 per common share. The $14.1 million of FFO available to common stockholders for the first quarter of 2011 includes $25.0 million in provision for impairments on real estate assets, a $3.5 million non-cash preferred stock redemption charge, $1.5 million of non-cash stock-based compensation expense, a $0.2 million net loss associated with the run-off of owned and operated assets, $45 thousand of costs associated with 2010 acquisitions and $16 thousand of interest refinancing 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"). Adjusted FFO was $0.44 per common share for the three-month period ended March 31, 2011. FFO and Adjusted FFO are non-GAAP financial measures. Adjusted FFO is calculated as FFO available to common stockholders less certain non-cash items and certain items of revenue or expense, including, but not limited to: results of operations of owned and operated facilities during the period, expenses associated with acquisitions, provisions for impairment and stock-based compensation expense. For more information regarding FFO and Adjusted FFO, see the "First Quarter 2011 Results - Funds From Operations" section below.

GAAP NET INCOME

For the three-month period ended March 31, 2011, the Company reported a net loss of $5.9 million and a net loss available to common stockholders of $11.1 million, or a loss of $0.11 per diluted common share on operating revenues of $70.5 million. This compares to net income of $21.0 million and net income available to common stockholders of $18.7 million, or $0.21 per diluted common share on operating revenues of $58.7 million, for the same period in 2010.

The decreases in both net income and net income available to common stockholders were primarily due to: (i) increased depreciation expense associated with over $630 million of new investments (including capital improvements) made throughout 2010; (ii) impairment charges related to five real estate assets recorded in 2011; (iii) increased interest expense associated with debt instruments issued and assumed in 2010 primarily related to the CapitalSource Inc. ("CapitalSource") asset acquisitions; (iv) increased general and administrative expenses resulting from new investments and (v) income associated with cash received from a legal settlement in the first quarter of 2010. In addition to the aforementioned items, net income available to common stockholders was also reduced by a non-cash charge related to the redemption of the Company's 8.375% Series D Cumulative Redeemable Preferred Stock in 2011. This impact was partially offset by revenue associated with the new investments completed in 2010.

FIRST QUARTER 2011 HIGHLIGHTS AND OTHER RECENT DEVELOPMENTS

    --  In April 2011, the Company increased its quarterly common dividend per
        share from $0.37 to $0.38.
    --  On March 7, 2011, the Company redeemed all of its outstanding shares of
        8.375% Series D Redeemable Preferred Stock valued at $108.5 million.

FIRST QUARTER 2011 RESULTS

Operating Revenues and Expenses - Operating revenues for the three-month period ended March 31, 2011 were $70.5 million. Operating expenses for the three-month period ended March 31, 2011, excluding nursing home expenses for owned and operated assets, totaled $55.5 million and was comprised of $25.2 million of depreciation and amortization expense, $25.0 million of provision for impairments on real estate assets, $3.7 million of general and administrative expense, $1.5 million of stock-based compensation expense and $45 thousand of expense associated with the 2010 CapitalSource asset acquisitions. A reconciliation of these amounts to revenues and expenses reported in accordance with GAAP is provided at the end of this release.

The $25.0 million provision for impairment recorded during the quarter was associated with five skilled nursing facilities ("SNFs"). The Company recorded a $24.4 million provision on four Connecticut SNFs currently managed by a receiver appointed by the State of Connecticut (see the "2011 Portfolio and Recent Developments" section below for additional information). The Company also recorded a $0.6 million provision to reduce the book value of an Oklahoma SNF to its estimated sales price. This SNF was reclassified to "Assets held for sale-net" on the balance sheet.

Other Income and Expense - Other income and expense for the three-month period ended March 31, 2011 was a net expense of $20.7 million, which was comprised of $20.0 million of interest expense, $0.7 million of amortized deferred financing costs and $16 thousand of interest refinancing expense.

Funds From Operations - For the three-month period ended March 31, 2011, reportable FFO available to common stockholders was $14.1 million, or $0.14 per common share on 100 million weighted-average common shares outstanding, compared to $33.4 million, or $0.38 per common share on 89 million weighted-average common shares outstanding, for the same period in 2010.

The $14.1 million of FFO for the three-month period ended March 31, 2011 includes the impact of approximately $25.0 million of provisions for impairment on real estate assets, $3.5 million of non-cash preferred stock redemption charges, $1.5 million of non-cash stock-based compensation expense, a $0.2 million net loss associated with owned and operated assets, $45 thousand of costs associated with 2010 acquisitions and $16 thousand in interest refinancing expense.

The $33.4 million of FFO for the first quarter of 2010 includes cash proceeds associated with a legal settlement, $0.2 million of costs associated with the December 2009 CapitalSource acquisition, $0.8 million of non-cash stock-based compensation expense and a $0.2 million net loss associated with owned and operated assets.

Adjusted FFO was $44.4 million, or $0.44 per common share, for the three-month period ended March 31, 2011, compared to $33.5 million, or $0.38 per common share, for the same period in 2010. The Company had 11.1 million additional weighted-average shares for the three months ended March 31, 2011 compared to the same period in 2010. The increase in weighted-average common shares was primarily a result of: (i) approximately 6.3 million common shares issued under the equity shelf programs; (ii) approximately 1.0 million shares of common stock issued to CapitalSource as part of the June 29, 2010 asset acquisition; and (iii) approximately 3.1 million common shares issued under the Company's Dividend Reinvestment and Common Stock Purchase Plan. For further information see "Funds From Operations" below.

FINANCING ACTIVITIES

Series D Preferred Redemption - On March 7, 2011, the Company redeemed all of its 8.375% Series D Cumulative Redeemable Preferred Stock ("Series D Preferred Stock") at the redemption price of $25.00 per share, plus $0.21519 per share in accrued and unpaid dividends up to and including the redemption date, for an aggregate redemption price of $25.21519 per share. In connection with the redemption of the Series D Preferred Stock, the Company wrote-off approximately $3.4 million of preferred stock issuance costs (recorded in 2004) that reduced first quarter 2011 net income attributable to common stockholders by approximately $0.03 per common share.

Equity Shelf Program and the Dividend Reinvestment and Direct Stock Purchase Plan - During the three-month period ended March 31, 2011, the Company sold the following shares of its common stock:


Equity Shelf (At-The-Market) Program for 2011

(in thousands, except price per share)

                         Q1

                         Total

Number of Shares           1,261

Average Price per Share  $ 22.78

Net Proceeds             $ 28,145

Dividend Reinvestment and Direct Stock Purchase Program for 2011

(in thousands, except price per share)

                         Q1

                         Total

Number of Shares           795

Average Price per Share  $ 22.08

Net Proceeds             $ 17,525



2011 PORTFOLIO AND RECENT DEVELOPMENTS

Formation Capital, Connecticut Facilities - In January 2011, upon the Company's request, a complaint was filed by the State of Connecticut, Commissioner of Social Services (the "State"), against the licensees/operators of the Company's four Connecticut SNFs, seeking the appointment of a receiver. The SNFs were leased and operated by affiliates of Formation and were managed by Genesis. The Superior Court, Judicial District of Hartford, Connecticut appointed a receiver.

The receiver is responsible for (i) operating the facilities and funding all operational expenses incurred after the appointment of the receiver and (ii) providing the court with recommendations regarding the facilities. In March, the receiver moved to close all four SNFs and the Company objected. At the hearing held on April 21, 2011, the Company stated its position that the receiver failed to comply with the statutory requirements prior to recommending the facilities' closure. In addition, alternative operators expressed interest in operating several of the facilities. On April 27, 2011, the Court granted the receiver's motion and ordered the facilities closed.

The Company intends to file a timely notice of appeal, taking the position that the Court's Order (the "Order") is final and appealable, and erroneous. The Order is stayed under Connecticut law (thereby prohibiting any actions in furtherance of the Order to close) during the time period in which the Company has to file its appeal (20 days) and then during the pendency of such appeal; however, the receiver and/or the State may seek an order from the Court to lift the stay.

As a result of the Court's Order, the Company recorded an impairment charge of $24.4 million during the three-month period ended March 31, 2011, in accordance with US Generally Accepted Accounting Principles, to reduce the carrying values of the Connecticut facilities to their fair values. While this impairment charge reduced first quarter net income, the closure of the facilities does not impact the Company's adjusted FFO guidance which is confirmed below.

DIVIDENDS

Common Dividends - On April 14, 2011, the Company's Board of Directors announced a common stock dividend of $0.38 per share, increasing the quarterly common dividend by $0.01 per share over the prior quarter, to be paid May 16, 2011 to common stockholders of record on April 29, 2011. At the date of this release, the Company had approximately 102 million common shares outstanding.

2011 ADJUSTED FFO GUIDANCE CONFIRMED

The Company confirmed its guidance for 2011 Adjusted FFO available to common stockholders to be between $1.80 and $1.86 per diluted share.

The Company's Adjusted FFO guidance for 2011 excludes the impact of gains and losses from the sale of assets, additional divestitures, impairment of assets, certain revenue and expense items, 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 control of the Company. If actual results vary from these assumptions, the Company's expectations may change. Without limiting the generality of the foregoing, the 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 Wednesday, May 4, 2011, at 10 a.m. Eastern to review the Company's 2011 first quarter results and current developments. Analysts and investors interested in participating are invited to call (877) 303-7604 from within the United States or (760) 666-3606 from outside the United States, using pass code 63465721.

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 March 31, 2011, the Company owned or held mortgages on 398 skilled nursing facilities, assisted living facilities and other specialty hospitals with approximately 46,172 licensed beds (44,425 available beds) located in 35 states and operated by 50 third-party healthcare operating companies. In addition, the Company has two facilities currently held for sale.

This announcement includes forward-looking statements, including without limitation the information under the heading "2011 Adjusted FFO Guidance Confirmed." 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

Unaudited

(in thousands)

                                                  March 31,       December 31,

                                                  2011            2010

                                                  (Unaudited)

ASSETS

Real estate properties

Land and buildings                                $ 2,346,017     $ 2,366,856

Less accumulated depreciation                       (406,136   )    (380,995   )

Real estate properties - net                        1,939,881       1,985,861

Mortgage notes receivable - net                     110,323         108,557

                                                    2,050,204       2,094,418

Other investments - net                             28,348          28,735

                                                    2,078,552       2,123,153

Assets held for sale - net                          811             670

Total investments                                   2,079,363       2,123,823

Cash and cash equivalents                           3,381           6,921

Restricted cash                                     20,180          22,399

Accounts receivable - net                           95,981          92,819

Other assets                                        58,698          57,172

Operating assets for owned and operated             324             873
properties

Total assets                                      $ 2,257,927     $ 2,304,007

LIABILITIES AND STOCKHOLDERS' EQUITY

Revolving line of credit                          $ 69,000        $ --

Secured borrowings                                  200,378         201,296

Unsecured borrowings - net                          975,573         975,669

Accrued expenses and other liabilities              117,317         121,859

Operating liabilities for owned and operated        470             1,117
properties

Total liabilities                                   1,362,738       1,299,941

Stockholders' equity:

Preferred stock issued and outstanding - 4,340
shares Series D with an aggregate liquidation     $ --            $ 108,488
preference of $108,488

Common stock $.10 par value authorized - 200,000
shares issued and outstanding - 101,371 shares      10,137          9,923
as of March 31, 2011 and 99,233 as of December
31, 2010

Common stock - additional paid-in-capital           1,425,186       1,376,131

Cumulative net earnings                             574,911         580,824

Cumulative dividends paid                           (1,115,045 )    (1,071,300 )

Total stockholders' equity                          895,189         1,004,066

Total liabilities and stockholders' equity        $ 2,257,927     $ 2,304,007




OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(in thousands, except per share amounts)

                                                     Three Months Ended

                                                     March 31,

                                                     2011         2010

Revenue

Rental income                                        $ 66,337     $ 47,209

Mortgage interest income                               3,498        2,614

Other investment income - net                          641          746

Miscellaneous                                          -            3,729

Nursing home revenues of owned and operated assets     -            4,380

Total operating revenues                               70,476       58,678

Expenses

Depreciation and amortization                          25,218       14,687

General and administrative                             3,747        2,871

Stock-based compensation expense                       1,479        839

Acquisition costs                                      45           220

Impairment loss on real estate properties              24,971       -

Nursing home expenses of owned and operated assets     230          4,572

Total operating expenses                               55,690       23,189

Income before other income and expense                 14,786       35,489

Other income (expense):

Interest income                                        11           15

Interest expense                                       (20,000 )    (13,575 )

Interest - amortization of deferred financing costs    (694    )    (978    )

Interest - refinancing costs                           (16     )    -

Total other expense                                    (20,699 )    (14,538 )

Net (loss) income                                      (5,913  )    20,951

Preferred stock dividends                              (1,691  )    (2,271  )

Preferred stock redemption                             (3,472  )    -

Net (loss) income available to common stockholders   $ (11,076 )  $ 18,680

Income per common share available to common
shareholders:

Basic:

Net (loss) income                                    $ (0.11   )  $ 0.21

Diluted:

Net (loss) income                                    $ (0.11   )  $ 0.21

Dividends declared and paid per common share         $ 0.37       $ 0.32

Weighted-average shares outstanding, basic             100,074      88,840

Weighted-average shares outstanding, diluted           100,086      88,961

Components of other comprehensive income:

Net (loss) income                                    $ (5,913  )  $ 20,951

Unrealized gain on other investments                   -            38

Total comprehensive (loss) income                    $ (5,913  )  $ 20,989




OMEGA HEALTHCARE INVESTORS, INC.

FUNDS FROM OPERATIONS

Unaudited

(in thousands, except per share amounts)

                                                        Three Months Ended

                                                        March 31,

                                                        2011         2010

Net (loss) income available to common stockholders      $ (11,076 )  $ 18,680

Elimination of non-cash items included in net income:

Depreciation and amortization                             25,218       14,687

Funds from operations available to common stockholders  $ 14,142     $ 33,367

Weighted-average common shares outstanding, basic         100,074      88,840

Restricted stock PRUs                                     --           109

Assumed exercise of stock options                         --           10

Deferred stock                                            12           2

Weighted-average common shares outstanding, diluted       100,086      88,961

Funds from operations per share available to common     $ 0.14       $ 0.38
stockholders

Adjusted funds from operations:

Funds from operations available to common stockholders  $ 14,142     $ 33,367

Deduct litigation settlements                             --           (1,111 )

Deduct nursing home revenues                              --           (4,380 )

Add back non-cash preferred stock redemption charges      3,472        --

Add back non-cash provision for impairments on real       24,971       --
estate properties

Add back nursing home expenses                            230          4,572

Add back interest refinancing expense                     16           --

Add back acquisition costs                                45           220

Add back non-cash stock-based compensation expense        1,479        839

Adjusted funds from operations available to common      $ 44,355     $ 33,507
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. 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 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 less 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 2011 Adjusted FFO available to common stockholders to be between $1.80 and $1.86 per diluted share. The following table presents a reconciliation of our guidance regarding 2011 FFO and Adjusted FFO to net income available to common stockholders:


                                                        2011 Projected AFFO

Per diluted share:

Net income available to common stockholders             $ 0.47   $ 0.49

Adjustments:

Depreciation and amortization                             0.99     1.03

Funds from operations available to common stockholders  $ 1.46   $ 1.52

Adjustments:

Preferred stock redemption charge                         0.03     0.03

Provision for impairments on real estate properties       0.25     0.25

Stock-based compensation expense                          0.06     0.06

Adjusted funds from operations available to common      $ 1.80   $ 1.86
stockholders



The table below reconciles reported revenues and expenses to revenues and expenses excluding nursing home revenues and expenses of owned and operated assets:


                                                       Three Months Ended

                                                       March 31,

                                                       2011      2010

                                                       (in thousands)

Total operating revenues                               $ 70,476  $ 58,678

Nursing home revenues of owned and operated assets       --        4,380

Revenues excluding nursing home revenues of owned and  $ 70,476  $ 54,298
operated assets

Total operating expenses                               $ 55,690  $ 23,189

Nursing home expenses of owned and operated assets       230       4,572

Expenses excluding nursing home expenses of owned and  $ 55,460  $ 18,617
operated assets



This press release includes references to revenues and expenses excluding nursing home owned and operated assets, which are non-GAAP financial measures. The Company believes that the presentation of the Company's revenues and expenses, excluding nursing home owned and operated assets, provides a useful measure of the operating performance of the Company's core portfolio as a real estate investment trust in view of the disposition of all but two of the Company's owned and operated assets and short term holding of owned and operated assets. Effective June 1, 2010, the Company no longer operates any facilities; therefore the revenues and expenses of these two entities are not included in our consolidated statements of operations after that effective date.

The following tables present selected portfolio information, including operator and geographic concentrations, and revenue maturities for the period ended March 31, 2011:


Portfolio
Composition
($000's)

               As of March 31, 2011

Balance Sheet  # of        # of Operating  Investment   % Investment
Data           Properties  Beds

Real Property  385         42,870          $ 2,365,217  96  %
(1)

Loans          13          1,555             110,323    4   %
Receivable(2)

Total          398         44,425          $ 2,475,540  100 %
Investments

Investment     # of        # of Operating  Investment   % Investment  Investment
Data           Properties  Beds                                       per Bed

Skilled
Nursing        383         43,622          $ 2,408,527  98  %         $ 55
Facilities
(1) (2)

Assisted
Living         10          510               33,540     1   %           66
Facilities

Specialty
Hospitals and  5           293               33,473     1   %           114
Other

               398         44,425          $ 2,475,540  100 %         $ 56

Note: table above excludes two facilities classified as held-for-sale.

(1) Includes $19.2 million for lease inducement.

(2) Includes $0.8 million of unamortized principal.




Revenue Composition ($000's)

Revenue by Investment Type    Three Months Ended

                              March 31, 2011

Rental Property               $ 66,337  94  %

Mortgage Notes                  3,498   5   %

Other Investment Income         641     1   %

                              $ 70,476  100 %

Revenue by Facility Type      Three Months Ended

                              March 31, 2011

Skilled Nursing Facilities    $ 68,208  96  %

Assisted Living Facilities      532     1   %

Specialty Hospitals             1,095   2   %

Other                           641     1   %

                              $ 70,476  100 %




Operator Concentration ($000's)

                                 As of March 31, 2011

Concentration by Investment      # of Properties  Investment   % Investment

CommuniCare Health Services      36               $ 322,480    13  %

Airamid                          38                 263,560    11  %

Sun Healthcare Group, Inc.       40                 227,739    9   %

Signature Holdings, LLC          32                 223,192    9   %

Gulf Coast.                      17                 146,636    6   %

Guardian LTC Management (1)      23                 145,171    6   %

Advocat Inc.                     36                 144,595    6   %

LaVie                            17                 117,654    5   %

Formation Capital                12                 109,911    4   %

Nexion                           20                 86,708     3   %

Remaining 40 Operators (2)       127                687,894    28  %

                                 398              $ 2,475,540  100 %

Note: table above excludes two facilities classified as held-for-sale.

(1) Investment amount includes a $19.2 million lease inducement.

(2) Includes $0.8 million of unamortized principal.




Concentration by State  # of Properties  Investment   % Investment

Florida (1)             86               $ 597,287    24  %

Ohio                    50                 356,566    14  %

Pennsylvania            25                 174,051    7   %

Texas                   31                 161,451    7   %

Tennessee               16                 114,537    5   %

Maryland                10                 98,557     4   %

West Virginia (2)       10                 79,182     3   %

Colorado                11                 71,329     3   %

Indiana                 18                 69,670     3   %

Kentucky                15                 63,609     3   %

North Carolina          11                 59,602     2   %

Alabama                 11                 58,487     2   %

Massachusetts           8                  57,010     2   %

Louisiana               14                 55,343     2   %

Mississippi             6                  52,417     2   %

Arkansas                12                 47,313     2   %

Remaining 19 States     64                 359,129    15  %

                        398              $ 2,475,540  100 %

Note: table above excludes two facilities classified as held-for-sale.

(1) Includes $0.8 million of unamortized principal.

(2) Investment amount includes a $19.2 million lease inducement.




Revenue Maturities ($000's)

                               As of March 31, 2011

Operating Lease Expirations &        Current Lease  Current      Lease and
Loan Maturities                Year  Revenue (1)    Interest     Interest   %
                                                    Revenue (1)  Revenue

                               2011  4,952          -            4,952      2  %

                               2012  3,992          -            3,992      2  %

                               2013  33,318         -            33,318     13 %

                               2014  2,005          691          2,696      1  %

                               2015  2,051          -            2,051      1  %

(1) Based on 2011 contractual rents and interest (assumes no annual escalators).




Selected       Twelve Months ended December 31, 2010
Facility Data

                                                          Coverage Data

                           % Revenue Mix                  Before      After

               Census (1)  Medicaid  Medicare/  Private/  Mgmt. Fees  Mgmt. Fees

                                     Insurance  Other

Total          84.1 %      52.5 %    38.4 %     9.1 %     2.1 x       1.7 x
Portfolio

(1) Based on available
beds.




The following table presents a debt maturity schedule as of March 31, 2011:

Debt

Maturities              Secured Debt

($000's)

                        Lines of   HUD        Senior     Sub Notes
            Year        Credit     Mortgages  Notes      (3)         Total
                        (1)        (2)

            2011        $ -        $ -        $ -        $ -         $ -

            2012          -          -          -          -           -

            2013          -          -          -          -           -

            2014          320,000    -          -          -           320,000

            2015          -          -          -          -           -

            Thereafter    -          180,287    950,000    20,000      1,150,287

                        $ 320,000  $ 180,287  $ 950,000  $ 20,000    $ 1,470,287

(1) Reflected at 100% borrowing capacity.

(2) Excludes $20.1 million of fair market valuations.

(3) Excludes $1.4 million of fair market valuations.



The following table presents investment activity for the three-month period ended March 31, 2011:


Investment Activity ($000's)

                              Three Months Ended

                              March 31, 2011

                              $ Amount  %

Funding by Investment Type:

Real Property                 $ -       -   %

Mortgages                       -       -   %

Other                           4,325   100 %

Total                         $ 4,325   100 %




    Source: Omega Healthcare Investors, Inc.