Good morning. Welcome to Healthcare Investor First Quarter 2021 Earnings Conference Call. All participants will be in a listen-only mode. After today’s presentation, there will be an opportunity to ask questions. Please note that this event is being recorded. I would now like to turn the conference over to Michele Reber. Please go ahead.

Thank you, and good morning. With me today are Omega's CEO, Taylor Pickett; COO, Dan Booth; CFO, Bob Stephenson; Chief Corporate Development Officer, Steven Insoft; and Megan Krull, Senior Vice President of Operations. Comments made during this conference call that are not historical facts may be forward-looking statements, such as statements regarding our financial projections, dividend policy, portfolio restructuring, rent payments, financial condition or prospects of our operators, contemplated acquisitions, dispositions or transitions and our business and portfolio outlook generally. These forward-looking statements involve risks and uncertainties, which may cause actual results to differ materially. Please see our press releases and our filings with the Securities and Exchange Commission, including, without limitation, our most recent report on Form 10-K, which identify specific factors that may cause actual results or events to differ materially from those described in forward-looking statements. During the call today, we will refer to some non-GAAP financial measures, such as NAREIT FFO, adjusted FFO, FAD, and EBITDA. Reconciliations of these non-GAAP measures to the most comparable measure under Generally Accepted Accounting Principles, as well as an explanation of the usefulness of the non-GAAP measures are available under the Financial Information section of our website at www.omegahealthcare.com and in the case of NAREIT FFO and adjusted FFO, in our recently issued press release. 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 first quarter 2021 earnings conference call. Today I will discuss our first quarter financial results, the COVID-19 pandemic and various industry issues and the vaccine rollout. We are very pleased with our strong first quarter results. Our adjusted FFO of $0.85 per share and our funds available for distribution of $0.81 per share allows us to maintain our quarterly dividend of $0.67 per share. The payout ratio is 79% of adjusted FFO and 83% of funds available for distribution. Additionally, for the first quarter ended April, we collected virtually all of our contractual rents. Over the last six months, we have issued $1.4 billion in bonds. We've recast our one and a half billion dollar bank credit facility with a four year maturity in 2025. Our liquidity and our debt maturity ladder have never been stronger as we move forward facing the uncertain timing of pandemic recovery. Again, want to thank our operating partners and their staff who have cared for tens of thousands of residents within our facilities. I would also like to recognize and thank the federal government in the states for their support on the skilled nursing and assisted living communities. The allocation and distribution of additional government funding along with the communication and evolution of clinical protocols has been critical in protecting and saving lives as we combat this unprecedented deadly pandemic.

Thanks, Taylor and good morning. Turning to our financials for the first quarter. Our NAREIT FFO for the quarter was $170 million, or $0.71 per share on a diluted basis, as compared to $181 million, or $0.77 per share for the first quarter of 2020. Our adjusted FFO was $204 million, or $0.85 per share for the quarter and excludes several items as outlined in our adjusted FFO reconciliation to net income down in our earnings release in our supplemental, and also on our website. Revenue for the first quarter was approximately $274 million before adjusting for non-recurring items. Revenue for the quarter included approximately $12 million of non-cash revenue. We collected over 99% of our contractual rent, mortgage and interest payments for the first quarter, as well as for the month of April. Our G&A expense was $10.4 million for the first quarter of 2021 in line with our estimated quarterly G&A expense of between $9.5 million and $10.5 million. Interest expense for the quarter was $56 million. Our balance sheet remains strong, and we've continued to take steps in 2021 to improve our liquidity, capital stack and maturity ladder. In March, we issued $700 million of 3.25% Senior Notes due April 2033. Our note issuance was leveraged neutral as proceeds for use to repurchase through a tender offer $350 million of 4.375% notes due in 2023 and to repay LIBOR based borrowings as a result of the repurchase, we recorded approximately $30 million in early extinguishment of debt cost.

Thanks Bob and good morning everyone. As of March 31 2021, Omega had an operating asset portfolio of 954 facilities with over 96,000 operating beds. These facilities were spread across 73rd party operators and located within 41 States and the United Kingdom. Trailing 12 months operator EBITDARM and EBITDA coverage for core portfolio as of December 31 2020, stayed relatively flat for the period at 1.86 and 1.5 times respectively versus 1.87 and 1.51 times respectively, for the trailing 12-month period ended September 30 2020. These numbers were negatively impacted by a number of external factors as a direct result of COVID-19, including a significant drop in patient census, and a dramatic spike in operating expenses, particularly labor costs and personal protective equipment. These negative results were more than offset throughout 2020 by the positive impact of federal stimulus funds, which were distributed in accordance with the CARES Act.

Thanks, Dan. And good morning everyone. As Taylor previously mentioned, there's approximately $24.5 billion left in the provider Relief Fund. Additionally, $8.5 billion was allocated to rural providers with the passing of the American Rescue Act on March 11, 2021. While it is likely that SNFs and ALFs will see some funds out of these remaining amounts, our operators are really looking to their states for new or increased stimulus given the substantial amount of funding to states via the American Rescue Act. This would be an addition to or as a continuation of SNFs increases previously allocated by states to SNFs. Our hope is that those states who have previously not made any allocations to the factor will reconsider based on the new availability of funds. With large outbreaks experienced across the country and therefore in the long term care space in fourth quarter and into January the preliminary results of the vaccine rollout which Taylor mentioned earlier, have been a sign of hope. There has been a substantial reduction in resident and employee cases since the rollout, with our current reporting as of last week showing less than 550 cases resident and employee across less than 250 of our buildings, which row numbers have not been seen since April of last year. Likewise, we were extremely pleased last week to see revised CDC recommendations, both on the visitation and testing fronts. We are moving the regular requirement to test already vaccinated employees unless symptomatic or during an outbreak will go a long way in reducing the cost burden associated there. With the relaxation of visitation restrictions, including the reduced need for social distancing and mask wearing in certain circumstances for visitors and residents who've been vaccinated will not only benefit the mental health of the current resident population, but it will also remove the disincentive previously in place for family members to want to place their loved ones in a long term care setting. While the height of the infection battle may be somewhat behind us, and despite these welcome revised CVC recommendations, the industry is still faced with what will likely be a long drawn out recovery. Census will take time to rebuild and reduction in expenses will be gradual over time, all while the ability to skill in place will be reduced with far less COVID cases. Specifically as it relates to expensive, labor shortages continued to be a huge concern for our operator base. Pre-pandemic, operators were faced with shortages due to low unemployment rates.

Thanks, Megan. And thanks to everyone on the line for joining today. In conjunction with Maplewood Senior Living in late March we completed licensed and opened our ALF Memory Care high-rise at Second Avenue in 93rd Street in Manhattan. We thank the New York State Department of Health for their time and attention in the licensing process given the challenges they face with the on-going pandemic. The final project cost is expected to be approximately $310 million. Lease up momentum has been solid with 35 movements through April, the first full month of operations. The COVID-19 pandemic poses certain challenges unique to senior housing operators including increased costs, the challenges of managing COVID positive patients and meaningful practical limitations on admissions. While they very much appreciate the help they've received private pay senior housing operators have not seen the level of government support provided to other areas of senior care. We saw continued challenges to our senior housing occupancy throughout the fourth quarter, with variations tied to when and where COVID outbreaks were encountered. However, we have seen evidence of stabilization and strengthening of census in certain markets. By example, our Maplewood portfolio which is concentrated in the early affected Metro New York and Boston markets saw meaningful census erosion early in the pandemic, with second quarter census hitting a low of 80.4% in early June. That said, their portfolio occupancy level had returned to 85.6% in the month of November. Census has plateaued at this level for the time being as COVID driven census challenges and select buildings offset further occupancy increases in the remainder of their portfolio, including the land and CIP at the end of the first quarter Omega senior housing portfolio total $2.2 billion of investment on our balance sheet. This total includes our recent Brookdale…

Our first question is from Jonathan Hughes from Raymond James. Go ahead.

Hey, good morning. Taylor, you talked about government support for skilled nursing earlier and that we can see some shortfalls in operator ability to pay obligations if they don't get more assistance. So my question is, how long can your operators continue paying their rent without more direct government support that there's still billions of CARES Act money left, as Megan said earlier, and some of that could be allocated to SNFs but say they were to get none of that and no support from the States? How long would they have?

Yes. And Jonathan, just to be clear, some of my comments reflect what we've already seen in the industry with LTC, having their Texas portfolio refiled. So I think some of this is industry related. As we look at our operators, obviously, they paid through April, they're still in pretty good shape from liquidity perspective, but with no more funding. I think you see that stress start to hit operators in the back half of the year. But I think you'll see industry wide, that that issue arise earlier. And that's part of what I wanted to highlight. From our perspective, we're fairly certain that the industry overseas, a piece of that 24 and a half billion and that will be helpful. And then it really comes back to timing of the occupancy recovery kind of the offset on this.

Okay, that's, that's helpful, color. Appreciate that. And then, there has been, a lot of talk about inflation fears lately. I'm curious if CPI based leases are something you find it attractive if we do, in fact, see inflation creep up these next several years?

Yes, we've got pretty much to work virtually 100%, fixed, fixed escalators. And the average was about 2.3%. And, that was a shift years ago, the industry was predominantly CPI base with tax. And we moved away from that for a variety of reasons. So I don't see the -- I don't see us shifting back and just be a different piece of negotiation. And there'll be other components that would be negotiated in our leases. And when you think about long term duration of our leases and those relationships, I don't think you see changes there.

Okay, fair enough. And then just one more for me. Any update on skilled nursing extra growth opportunities, and pricing, you obviously did a deal on the quarter, but that was kind of with an existing partner. Just curious, get any give any comments on any opportunities you're seeing in pricing, or if it's kind of still limited, and we won't see anything until really the back after the year or even into 2022? Thanks.

So I mean, we did obviously have some activity in the first quarter with 600 plus million of acquisitions, only a small portion of that was SNFs and I don't think it's opportunistic at this time. We haven't seen a lot of distress SNF on the market. We've seen some distressed, assisted living but not having gone for distressed prices. I can tell you that. And then SNF pricing, it's remained in kind of a nines between nine and the high nines. I don't I don't expect that to go down anytime soon or up anytime soon.

Okay. All right. That's it for me. Thanks for the time.

Our next question is from Nick Yulico from Scotiabank. Go ahead.

Thank you. So just turning back to the occupancy day that you gave for the first quarter and into April. Can you just give us a feel for how much of that occupancy tick up off the bottom was, long term care versus short term stays?

That's a hard one to pin down, because it's not terribly material, right. We've increased about 90 bips in the last two and a half months. So it hasn't been a large uptick. But, it's long term, I think makes up the lion's share of it, even though you might have a lot more admissions in the, in the short term. Just the short term rolling over every 15 to 25 days long term standard for the for a year, year and a half.

Okay…

In order to pick up how many people are being admitted, we're not tracking admissions.

Okay, got you. But I mean, I think you've said previously right that, the decline in occupancy, and the eventual rebound was going to be driven more by improvements on the long term care side. Is that right, as we just think about the pace of facilities reopening and people going back into?

Yes, I think it's a little bit of both Nick, is a rapid decline, we saw an occupancy when the pandemic started, it was on Medicare. And so that then stabilized, but it really hasn't come back fully. So I think we may see, leg up there, but to your point, then you have the long term care side of the house, which will take time to build just like it would in senior housing. To Dan's point, you have that one year plus life of that.

Okay. And Taylor, I guess, just going back to, commentary you talked about the industry may be facing some more pressure later this year, depending on how future government funding pans out. I assume this is why you continue to not provide earnings guidance for the year. And I guess, as we're thinking about, potential outcomes of getting farther along in the year, how should we think about, prospects of, right now, as you are looking at your tenants and sort of trying to figure out whether they can pay rent for the rest of the year, how we should think about potential rent deferrals versus the need for a permanent change in lease terms.

I would say that, from our perspective, there's certainly the potential for rent deferrals. And it's just the intersection of everything we talked about occupancy, recovery, government support, the current state of balance sheets. And so you're going to have the whole spectrum of various levels of risk within our portfolio, and then I look outside our portfolio at the industry and I see even greater risk. And so I think, we get we may get splashed with industry issues before we have to face them ourselves. And to answer your question, in terms of how we think about it, we think about support in the form of deferrals because we think this is all ultimately going to work itself out over time, and it's just a question of is that 12 months or 24 months or longer? I don't think it goes longer, but we just don't know.

Okay, that's it. I guess just last question on this is, is there any way for you to frame out potential magnitude right now, if we are looking at rent deferrals for your tenants? I mean, I know your sector was a little bit unusual on that he didn't have to give rent deferrals yet, whereas most of the other read sectors have. So I mean, maybe you could frame out the, the magnitude of potential rent deferrals as a percentage of your tenants.

Yes, there's so many assumptions that have to go into that, Nick. But it really would be unfair for I think, other than say, there's the risk out there. And you can think about the advanced talked about the coverages we're seeing without federal support at sub one. But that's the, that's at occupancy levels where they sit. And I think that's the reference point you have to use and then you make some, everybody has to make assumptions about how fast documents he comes back and how much government support will be forthcoming and a lot of that is just timing driven. So you won't care to go beyond that.

Okay, appreciate thanks.

Our next question is from Omotayo Okusanya from Mizuho. Go ahead.

Yes. Can you guys hear me?

Yes.

Perfect. Could you just talk about, again, really solid quarter acquisitions while in 1Q? Could you kind of talk about what you're seeing out there both in regards to skilled nursing and senior housing? And how we should think about acquisitions for the rest of the year?

I don't think it differs from, obviously 2020 was a weird year, but I don't think it I think it's a little bit more normalized, but which is normal to us is very choppy, right? It's hard to predict deal flow. We're seeing a fair number of sort of what I would call the small to midsize deals. But we're not right now. We're not we're not involved or are seeing any really, really big chunky deals on the snip side. On the assisted living side, we've made an effort to look for potentially distressed prospects. And quite frankly, those have not panned out, we just, we've seen some distracted, distressed activity, but there's a lot of money out there chasing those deals.

And how are you underwriting these transactions right now? Just given all the uncertainty in NOI growth?

That's a good question. It's, a myriad of different things, because we can't look at just, our normal, trailing 12 months, because you've have COVID results and all that stimulus money and everything else. So you really look to what happened pre 2020, 2019 results, and then you have to look to the operators and their 2021, or, in most instances are 2022 budgets and where they expect to be. A little bit bigger buffer from the normal for your coverages.

Got it. And just one more. Jonathan's comments earlier on about kind of reimbursement, could you just talk a little bit about again, again, if you're not getting much from the state, from the from the federal government, what we have to happen at the state level, to make you feel that your tenants are going to be alright, at the end of this all?

Well, some of it's just a continuation of the state support that we've already seen, and the possibility for expansion of that. And the vast majority of states have been very willing to be supportive of the industry, Michigan, Texas, and California. The only state where we have a big presence where there hasn't been a lot of state support today is Florida. So that would be an example where, we'd be hopeful that we see the state of Florida, step up with some of the money that Megan mentioned earlier, from the rescue act, to support the industry. So I said that we're really looking for a continuation, and then some, some, some, some places, an initiation of support.

Got you. Thank you.

Thank you.

Our next question is from Rich Anderson from SMBC. Go ahead.

Hey, thanks. Good morning, folks. So question on CMS and some, discussion around PDPM. And, pulling back some of the revenue generation from that program to skilled operators. I'm curious how kind of bummed you are to see that, and if it kind of makes you nervous about just a general, kind of mindset, in terms of reimbursement going forward? What is your expectation in terms of how that may play out in terms of period of time, knowing we have, 2020 being a really tough year to, figure that out off of I would think.

It's, interesting, Rich, have you read the role. CMS spent 15 pages, talking about PDPM and the options, their calculation around it. And I'll contrast that to RUGS-IV which was just a different environment. It was much more accommodating in terms of how to think about what they're required to do, which is to make it revenue neutral. And so I feel pretty good about the options that they laid out in those 15 pages, which included the possibility of a deferral of rate changes for a year or possibly two and/or a phase in, or combination. And so, I think that opens the door for comments on the proposed regulation. And I'm sure you'll see the industry talk about a combination of a deferral and a phasing. And based on the language in the proposed rule, I would expect that we'll get something like that, which should get us to where we need to be.

Okay. Fair enough. Well said. And then second question on the vaccine acceptance, I recognize the improvement versus previous quarter. But do you see any geographical sort of factors at play here? In terms of people being red or blue, and, and having a certain feeling about vaccines does seem to be a part of the reality or the political side of the vaccine rollout? Or is it's somewhat uniform around the States?

It's, it's not 100% uniform, but it's a pretty tight band. Because I tend to be just a little bit more, the uptake rates just a little bit higher, but I don't, I wouldn't say it's significant enough that you'd highlight that.

Okay. Last for me is yes, a lot of movement around in terms of your capital, capital raising and so on swaps? Do you have a thought in mind about where interest expense could sort of run rate to given all that movement that happened in the first quarter?

It’s Bob here? If you look at the 700 million we issued, we paid off three or 50 million in a savings of about 100 basis points, but we also paid off 350 million of LIBOR based borrowings that were 100 basis points left. So it should even out borrowing any credit facility, borrowings, to do a deal or something like that. Pretty close to where it is now.

Okay, good enough. That's all I got. Thank you.

Thanks, Rich.

Our next question is from Nick Joseph from Citi. Go ahead.

Thanks. Let me just say it on the Capitol front, as you think about the acquisition pipeline going forward, how are you thinking about funding that obviously did some ATM equity in the quarter? How do you expect capital funding and leverage levels to trend going forward?

Yes, we ended the fourth quarter at five times debt-to-EBITDA and this quarter at five point below over 5.1 times we would expect, if possible, the fun acquisitions, a little heavier on the equity side with the our ATM, assuming the currency holds up there. Our goal would be to reduce our leverage, sell five times, which is our stated goal. So we're slowly working on that.

Thanks.

Our next question is from Daniel Bernstein from Capital One. Go ahead.

Good morning. Just wanted to touch back on the Census side. And maybe if you've had some feedback from your SNFs operators on discharge patterns, obviously, there's been a lot of talk about home health, maybe taking some share, and what the discharge patterns but look like post COVID? Has you have you seen any changes to those discharge patterns? Are they looking kind of normal, just trying to get a sense of maybe a better sense of what that census uptake might be in the next couple of quarters?

Well I think as you look at the hospital discharges, you're looking at, they were much lower than they had been historically. And so there had been sort of a little bit of a shift home health. And so we're hoping that, as those admissions become higher, and hospitals, those elective surgeries come back that it starts coming back to the nursing home industry.

And then I think the other question I was going to ask, which was just to ask on the capital markets, over acquisitions going forward. So I'll just switch gears on that and just ask about, in terms of pricing in skilled nursing, what is, you don't seem to think that pricing is going to move up at all, but there still seems to be at least from your comments, some financial distress. What it what is keeping the cap rates from moving to, initially yields moving to 10% or higher, versus the nine, nine and a half percent that you're getting now. Just trying to think of them I mean you'd obviously seen your house and there's that wall of money there suppressing cap rates, but what you know, what's the competition that you're facing and skilled nursing for acquisitions?

It’s pretty much the same. I mean, we're just saying a lot of private equity, a lot of dollars out there in general. Obviously they have a focus on assistant, but there's chasing snap deals. We've seen it time and time again. So there's, it's a ton of money and it will keep, at least in the short run, it's going to keep cap rates pretty well.

All right. That's all I had. Thanks.

Our next question is from Lukas Hartwich from Green Street Advisors. Go ahead.

Thank you. So there was a little more churn than normal on the property count by operator, also curious if there's that anything worth pointing out in there?

I don't think so, Lucas. It's just sort of the normal movement amongst buckets. Yes.

Okay. And then can you talk a little bit about the moving pieces and the unconsolidated JV looks like you sold something. There was a game there was also impairments. So a lot of that line.

Yes, Lucas, we have a 15% stake in a JV that sold, I think five facilities for a large gain market share, that was about $10 million versus $40 million, but they also had about $4 million of impairments. So that's the incremental $10 million change.

Got it? And then the 5 million of nonrecurring revenue, what was that? And where does that show up on the income statement?

It is part of revenue it. It actually hits lease revenue. It's, it's really two operators that were transitioned or stand or sold. And in place lease liability. So you have to once you move that you have to record the revenue related to it. It's typically amortized over the life of the lease. Now, it's your write it off, or in this case, it's a pickup.

All right. That’s if for me. Thank you.

Thank you.

The next question is from Joshua Dennerlein from Bank of America. Go ahead.

Yes, Hey, guys, hope everyone's doing well. Because when I think about it, like big picture, it feels like the big kind of key whether or not you'll have to like give rent relief in the future really, is going to be determined by kind of fundamentals coming back. How are you guys thinking about maybe the recovery and occupancy going forward? And then and then cost as well for SNF operators?

In terms of occupancy, recovery? One thing I'd say is the last few months, I wouldn't think about that as, as the trend. I think it's just the beginning of the reaction to the vaccine, and we're hopeful that we'll see occupancies go up a little more rapidly as summer approaches. But, that's the question. No one knows. We've never been through it. There are some folks who think it's a 12-month recovery and some of those RUH 24 . And you can make a case for either set of logic.

And then in terms of cost, can you talk about what the big issue.

I mean, the big one, obviously, is labor. I mean, it's not obviously just impacting senior housing. It's impacting everyone. Minimum wage going up unemployment benefits coming out, it's all making employment, that much more difficult inside a SNF. So there's been a lot more turnover that they've seen lately. They're having to hire on bring on a lot more agency, which is more expensive. So they're just they're having a difficult time. It was difficult environment before the pandemic, and it's actually become more difficult at this point. So that's the big challenge on the expense side.

Interesting, if you think you mentioned to like, there, it sounds like there's many people leaving the industry was it just -- were they was that driven by the unemployment benefits being high? Or maybe just it was just a tough year? And they decided enough is enough…

That's a combination. I mean, I think people maybe just accident in the nursing industry or, you do have at this point in time, excellent unemployment benefits. So some people are just doing the math and taking advantage of that.

Okay. And then you guys helping inspire I just wait late March, I just think I remember correctly for the press release. Curious to see how the filling up with that building has been going where you stand on occupancy and kind of where were you expected to stabilize that or ?

Steven, you take that?

Yes, I’d be happy to. I mean, the early the early returns are encouraging. As we’ve said in our prepared remarks, we've got well into the mid-30s in terms of residents in the building. We had always sort of underwritten the project to be a three-year stabilization. And we have really no reason to come off of that at this point. There's just too many variables out there. Markets been receiving the property well, but you can appreciate the fact we're living in interesting time. So we're so comfortable with that projection.

Awesome. Appreciate it. Thanks, guys.

Thank you.

At this time, we have no more questions. So this concludes our question-and-answer session. I would like to turn the conference back over to Taylor Pickett for closing remarks.

Thanks everyone, for joining us this morning. And as always, please feel free to reach out to the team. If you have any follow up questions.

The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect.