Michelle Reiber – Investor Relations Taylor Pickett – Chief Executive Officer Bob Stephenson – Chief Financial Officer Dan Booth – Chief Operating Officer.

Tayo Okusanya – Jefferies Nick Yulico – UBS Michael Knott – Green Street Advisors Rob Mains – Stifel.

Good morning and welcome to the Omega Healthcare Second Quarter Earnings Call for 2014. (Operator Instructions) I would now like to turn the conference over to Michelle Reiber. Please go ahead..

Thank you and good morning. With me today are Omega's CEO, Taylor Pickett; CFO, Bob Stephenson; and COO, Dan Booth.

Comments made during this conference call that are not historical facts may be forward-looking statements, such as statements regarding our financial and FFO projections, dividend policy, portfolio restructuring, rent payments, financial condition or prospects of our operators, contemplated acquisitions 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 identifies 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 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 FFO and adjusted FFO, in our press release issued today.

I will now turn the call over to Taylor..

Thanks, Michelle. Good morning and thank you for joining Omega's Second Quarter 2014 Earnings Conference Call. Adjusted FFO for the second quarter is $0.69 per share, which is a two-penny decrease from first quarter adjusted FFO of $0.71 per share.

Adjusted funds available for distribution, FAD, for the quarter is $0.63 per share, which is also a two-penny decrease from the first quarter FAD of $0.65 per share. The decrease in adjusted FFO and FAD is directly related to $400 million in new tenure bonds sold in March.

The proceeds from the bond sale were used to pay down comparatively inexpensive variable rate debt, which in turn increased interest expense in the second quarter. We increased our quarterly common dividend of $0.51 per share. This is a 2% increase from the last quarter and a 9% increase from the second quarter of 2013.

We've now increased the dividend eight consecutive quarters. The dividend payout ratio is 74% of adjusted FFO and 81% of FAD. We've increased our 2014 FAD guidance to a range of $2.58 to $2.61 per share and 2014 adjusted FFO guidance to a range of $2.82 to $2.85 per share. We have not included acquisitions in our guidance.

Based on our actual adjusted FFO of $1.40 for the first six months of 2014 and our new full year guidance of $2.82 to $2.85 per share, our third and fourth quarter adjusted FFO per share is expected to be $0.71 to $0.72 per quarter.

The expected increase in third and fourth quarter adjusted FFO is directly related to the new investments made at the end of the second quarter. Bob will now review our second quarter financial results..

Thank you, Taylor, and good morning. Our reportable FFO on a diluted basis was $79.7 million or $0.63 per share for the quarter as compared to $82.4 million or $0.70 per share in the second quarter of 2013.

As Taylor mentioned, our adjusted FFO was $87.4 million or $0.69 per share for the quarter and excludes the impact of $2.3 million of non-cash stock-based compensation expense, $2.6 million of interest refinancing costs, $2.8 million of provisions for uncollectible accounts and notes receivable and $45,000 of expense associated with acquisitions.

Further information regarding the calculation of FFO is included in our earnings release and on our website. Operating revenue for the quarter was $121.8 million versus $102.5 million for the second quarter of 2013.

The increase was primarily a result of incremental revenue from a combination of new investments completed since the second quarter of 2013, capital improvements made to our facilities and lease amendments made during that same time period. The $121.8 million of revenue for the quarter includes approximately $8.7 million of non-cash revenue.

We expect the non-cash revenue component to be between $8.5 million to $9.5 million per quarter for the remainder of 2014 and 2015.

Operating expense for the second quarter of 2014, when excluding acquisition-related costs, stock-based compensation expense, impairments and provision for uncollectible accounts receivable was $35.3 million and was consistent with the second quarter of 2013.

Our G&A was $4 million for the quarter and we project our 2014 annual G&A expense to be between $16.5 million to $17 million with the growth primarily related to the completion of new investments. In addition, we expect our 2014 annual non-cash stock-based compensation expense to be approximately $8.5 million based on our current stock price.

As outlined in our press release issued yesterday, during the quarter we recorded a $2.8 million provision for uncollectible straight line accounts receivable.

The non-cash charge included $800,000 resulting from the transition of two West Virginia facilities from Advocate to a new third party operator and a $2 million of non-cash straight line mortgage interest income resulting from the consolidation of the new mortgages with CN [ph].

Interest expense for the quarter, when excluding non-cash deferred financing costs and refinancing costs was $29.4 million versus $25 million for the same period in 2013. The $4.4 million increase in interest expense resulted from higher debt balances associated with financings related to the new investments completed in 2013 and ’14.

Turning to the balance sheet for the year, during the second quarter we completed $315 million of new investments. Dan will go over these in a few minutes. The new investments were financed primarily by borrowings under a new $1.2 billion unsecured credit facility entered into in June of 2014.

The $1.2 million credit facility is made up of a $1 billion four-year revolver and a $200 million five-year term loan. Both were priced at LIBOR plus and applicable [ph] percentage based on the company’s ratings from two of the three rating agencies.

As a result of entering into our 2014 credit facility and terminating our 2012 credit facility, in the second quarter of 2014 we recorded a non-cash charge of approximately $2.6 million related to the write-off of deferred financing costs associated with the 2012 credit facility.

In March of 2014, we issued and sold 400 million 4.95% senior unsecured notes due 2024. Proceeds from that offering were used to repay and terminate our $200 million, 2013 term loan and pay outstanding balances under the 2012 credit facility.

As a result of terminating our $200 million term loan during the first quarter of 2014, we recorded a $2 million of interest refinancing expense to write-off deferred financing costs associated with the issuance of the 2013 term loan.

For the six months period ended June 30, 2014 under our equity shelf programs and our dividend reimbursement and common stock purchase plans, we issued a combined 3.1 million shares of our common stock, generating gross cash proceeds of approximately $104 million.

For the three months ended June 30, 2014, our funded debt to adjusted pro forma annualized EBITDA was 4.7x and our adjusted fixed charge coverage ratio was 3.9x. I'll now turn the call over to Dan..

Thanks, Bob, and good morning everyone. As of the end of the second quarter of 2014, Omega had a core asset portfolio of 563 facilities with approximately 61,000 operating beds, distributed among 49 third-party operators, located within 37 states.

Trailing 12-month operator EBITDARM coverage dipped slightly during the first quarter from 1.9x as of December 31, 2013 to 1.8x as of March 31, 2014. Trailing 12-month operator EBITDAR coverage remained stable at 1.4x versus 1.4x as of March 31st.

While the sector as a whole has seen a slight decline in census and quality payer mix, Omega’s coverage decline has stemmed more from our ongoing capital expenditure projects, which have taken numerous beds out of service. Once again we remain optimistic that our overall portfolio coverage ratios will remain relatively steady over the course of 2014.

Turning to new investments. During the second quarter of 2014, Omega completed $320 million of new investments including capital expenditures. The investments involved two separate transactions.

As previously reported on June 27, 2014, the company purchased two skilled nursing facilities from an unrelated third party for approximately $17 million and leased them to an existing operator of the company.

The skilled nursing facilities, located in Georgia and South Carolina, totalling 213 beds were combined into a 12-year master lease with an initial cash yield of $9.5%. On June 30, 2014, the company closed on a new $415 million mortgage, which was secured by 31 facilities totalling 3430 licensed beds all located in the state of Michigan.

The new loan bears an initial annual cash interest rate of 9%, which increases by 2.25% each year. The loan includes the partial refinance and consolidation of 17 facilities into one mortgage while simultaneously providing mortgage financing for an additional 14 facilities.

In addition to the aforementioned transactions, the company also invested $5 million under its capital renovation program in the second quarter.

Subsequent to the end of the second quarter on July 1, 2014, the company purchased one skilled nursing facility from an unrelated third party for approximately $8.2 million and leased it to an existing operator of the company.

The skilled nursing facility located in Texas and totalling 125 beds was added to the operator’s existing master lease with an initial cash yield of 9.75%. Omega continues to see a steady pace of investment opportunities. As of today Omega had a combination of resolver availability and cash totalling $793 million..

Thanks, Dan, that concludes our prepared comments. We’ll now open the call for questions..

(Operator Instructions). The first question comes from Nick Yulico from UBS Investment Bank. Please go ahead..

Thanks. I have a couple of questions, one on the recent loan investment you did with $415 million was, I think that was with CNL Healthcare. Could you tell us what the FFO or GAAP yield you’re going to be booking on that when you said 9% cash? But I think it’s going to be straight line very soon..

There is a straight line component. We’re done in them. It’s just a touch over 10, Nick..

Okay, over 10, a little over 10. And then could you just tell us what the term, I didn’t see the term of that loan and then as well, maybe if you could talk a little bit about you know – you know the loan to value, the coverage metrics. For that loans it’s a pretty large exposure that you have..

Yeah the – it’s a 15-year loan. It’s locked up for 10 years. So there is no ability to prepay in the first 10 years. The coverage ratio for the overall portfolio is approximately 1.5 times at the time that we booked the loan. And then the value went up. You know it was about 90%..

Okay, about 90%.

So the 1.5 times coverage, is that, that is based on your loan exposure, is that right?.

Correct, based on our interest expense..

Okay, got you. And then could you just also go through some of the components of the guidance increase, I mean I know, obviously I guess some of it would be due to the investments, but maybe if you could just break out couple of the pieces that are resulting in the guidance change..

I think the major component is Sienna [ph] and we don’t have on our fingertips each of those little moving parts. But I would specially call Bob, and maybe he can break that down for you. But the short answer is Sienna [ph] is the driver of the change..

Okay, and then the assumption on the way that you’re going to sort of permanently finance this investment. I mean are you, I mean you’re assuming, you’re assuming some equity raising on the ATM in the back half of the year and are there any other debt assumptions to kind of reduce what looks like your leverage having gone up with this deal?..

Well our leverage still continues to be pretty – you know it’s in our bands. But as we think about the capital markets, our view hasn’t changed. We’ll continue to use the ATM. You know our pipeline continues to be active. So we’re going to be using ATM because we have deal that are going to cross the thresholds throughout the rest of the year.

And we’ll look at the bond market as a possibility. But we really haven’t made any decisions as it relates to how we go at that..

Okay, and then just two other ones.

Is it possible to get the, what your new guidance is for FFO, for the year, not your adjusted FFO or your FAD, but actual FFO?.

I think that’s part of that reconciliation, right Bob..

Yeah, it’s in the press release. Nick, I will give you a call back --.

Okay, no problem. I’ll take a look at that. And just lastly, one other question I had was -- I’m wondering why you think it’s appropriate to add back the straight line rent write-offs, when you’re calculating your adjusted FFO, and I know it makes sense to add them back from an FAD cash standpoint.

But I mean didn’t you essentially overbook your FFO from straight lining a loan that you never collected all the money on?.

Well, I mean from all perceptive is just where is the run rate on a forward basis and some of that is straight accounting, right, where we still have the relationship. It’s going to reset and you look at this write off and go, the relationship just got bigger, but the accounting rules requires to take a component of it and write it off.

Frankly the way that we look at it is we’re going to disclose it all and people can do what they want with the numbers. But we think about it in terms of how do we look at our run-rate on a forward basis and all the data is there. So if somebody says we don’t like that, fine, take that or back out [ph]..

Just as it seems from our standpoint, I mean you have now fairly sizable loan book and you have a legacy, mortgage investment book that has much higher yields within, where you seem to be writing loans today.

So in the future if you have to again kind of re-finance an operator loan, it just seems like there’s – this could happen again and so the FFO today is a little bit – could be too high if that’s the case. .

Now, I think Sienna [ph] actually is incredibly unique in our portfolio in terms of what you just described here. I think it is, it is unusual and that what you describe is something that probably won’t happen again in the future..

Okay, fair enough, thanks..

The next question comes from Tayo Okusanya from Jefferies. Please go ahead..

Good morning, just a couple of quick ones. First of all just the loan book, again just the Sienna deal is a pretty large one.

When you take a look at the loan book right now the [indiscernible] total assets and it’s pretty big, and I’m just curious going forward how we should be thinking about the loan book versus you guys actually buying assets, whether they still – whether you’re seeing better returns in the loan book and that business may continue to grow, or whether going forward the loan book, you’d expect the size of the loan book to shrink..

As we discussed in the past, loans tend to be driven by relationships and related financial needs, whether it’s tax related or reimbursement related or otherwise. So I would think that, and it’s hard to predict loans as we talk about them in terms of maintaining relationships and doing the right thing from our partner’s perceptive.

I would say right now we don’t have any others in the pipeline Dan, right..

That’s correct..

And the ones that we have are purely relationship driven and I will note that from a credit perspective they’re structured just like leases.

So from a credit perspective we feel very comfortable with that book being the same as our lease book in terms of future prospects for more, if not their accommodation that’s not our normal course of business, but we’re going to do what’s right for our partners. Nothing in the pipeline now, no expectation.

So odds are it goes down as percentage, but I wouldn’t –.

It’s hard to predict..

That’s helpful.

And then the other question is the, in regards to the transitioning of the two West Virginia SNFs and also closing down the facility in Indiana, I just was wondering if you would give a little bit more color about kind of what precipitated those two transactions?.

Yeah, so the transition of the two facilities in West Virginia was really more strategic than anything else. They certainly were in-trouble facilities. We had an operator that decided to axe up the state and we were accommodating in that.

We found an operator who does a lot of business in the state, and was anxious to take over those facility operation. So for us that was, that really was strategic in nature. We shifted from an operator who really didn’t want to be there to an operator that really did want to be there and already has a very large presence there.

So as far as the facility that was closed down that was a unique facility to our portfolio. It’s designated as Intermediate Care Facility for the developmentally disabled and it’s licensed as such and it’s cared for such.

Now there’s sort of an ongoing movement of foot in the country to close for these institutions down and put them in smaller settings, namely group homes. Indiana has effectively done that completely. This was actually the last facility of its type to close down. It was, it was going to happen eventually. We just didn’t know the timing.

It was a one-facility. It was part of a two-facility lease. Our rent does not change. The overall rent is very nominal and it’s just over half-a-million a year. So I mean that was the story there.

The state actually required the shut-down of that facility because they are really transitioning those types of residence from institutional settings to group homes..

The next question comes from Michael Knott from Green Street Advisors. Please go ahead..

Everybody, good morning.

Question for you just on your acquisition pipeline going forward and how you think about whether we’ll see more relationship type deal, like your Texas deal this quarter or maybe larger portfolio deals like Ark?.

So the pipeline right now consists mostly of smaller type deals with our existing – that were sourced from our existing tenants. I will note however that there are a number of what I would call sizeable transactions in the market. Many of them are widely marketed and those are tough transactions to handicap.

But I will say there’s a steady flow of smaller type transactions in the pipeline with our existing tenants. And that done, depending on how the market conditions break, some of these larger transactions do. We are going to look to be opportunistic, so. Once again it’s hard to predict those larger transactions..

Any the ball park guidance on size of maybe those larger transactions and also maybe your sense of what the yield difference might be between a widely marketed larger deal versus the 975 that you reported on the Texas transaction to the extent that’s representative of where the smaller one off-deal market is today?.

Yeah, I think the smaller one off- deal market is in the 9’s. I think the days of the 10’s are probably we’re at this point. So those deals I think will start with a 9 and the larger widely marketed deals are really going to trade more like, you know the cap rates of your similar sized public REITs. So you’re talking about 7 and thereabouts.

The rates will be much large and the size up to and through a $1 billion..

Well that sounds pretty large. And then just on your coverage’s, a couple of questions for you.

I am just hoping you could touch on some of the positive and negative forces at work that you think about everyday when you go to work that are affecting your coverages and then just any more color on the EBITDAR versus EBITDARM coverages, this of EBITDARM falling a little bit.

You touched on it in your comments a little bit, but just curious if you have any more color on that..

Yeah, the difference between EBITDAR and EBITDARM has certainly been just a little bit north of 0.04. So it’s really just sort of those two sort of lining. There wasn’t any dramatic changes in the EBITDARM coverage. You know what moves the dial a little bit; obviously we’ve got a number of capital projects happening.

There is a lot of lead time for a number of those capital projects. So you might have to take an entire wing out of service before you can start construction. So it’s hard to pinpoint how that’s going to affect any given facility.

But I can just say that we have a number of those projects ongoing and they do affect coverages, and we don’t -- some of our peers I believe actually carved that out of what they call their stabilized coverage ratios we don’t, we keep them in for good or for bad, whether it’s a conversion or new build for that matter. So those will affect coverages.

Certainly we have had one or two instances of facilities being closed or having survey issues. Those are – it’s kind of like lightening and it’s hard to predict and they do happen from time-to-time and they will affect coverages because sometimes the impact can be dramatic on a given facility.

Aside from that, you know I think we’re looking at stable to slightly improved rates, both from a Medicaid and Medicare standpoint, and those should hopefully keep up with sort of the pace of inflation on the expense side. So you know overall I think things are pretty neutral. I don’t see anything swing in the dial either way at this point..

Okay, any thoughts on possibility of permanent dock fix or anything else that would sort alter that benign backdrop that you described from a rate standpoint?.

Not in the near term. As you know and we have all talked about. There’s thought about dock fix at the end of last year and that never happened and now the view is that probably, that can get kicked down the road for a while longer, through this election year at least..

Okay, and then maybe just two quick ones from me, just curious – have you guys talked about previously any, perhaps the range of coverages in your portfolio and whether there’s any kind transition risk out there that – sort of the lower end of the coverage spectrum and then also just any color on the Medicare, percent of your revenue mix picking up this quarter?.

We have a very-very-very small percent of operators that operate below 1.0 EBITDAR coverage. It’s 3.4% of rent. All of those rents are current. All of them have significant credit enhancement and they’re long-term relationships with no near term maturity. So in terms of how we think about the bell curve if you will of coverages is very-very little.

It’s really grouped very tightly in that 1.2 to 1.6 range. That’s the color as it relates to how the coverage spreads across the bell curve if you will..

Yeah, we actually bucked the trend on [indiscernible] and occupancy and I think we’ve seen an industry trend that’s going the other way.

Up until you know we haven’t seen a lot of results from some of our brethren for this past quarter, but yeah, we did have a pick-up and it could be seasonally one quarter does not necessarily make a trend, so we’ll see. But obviously it’s up..

The next question is from Rob Mains from Stifel. Please go ahead..

Yes, thanks, good morning guys. I got disconnected for a couple of minutes. I hope that this has not already been asked. When you, Taylor, you said you could see larger deals for SNFs in 7 cap range..

Yeah, the big portfolio trades, they start to trade towards where the public company comps are. They are not quite there but they approach them..

Right – go ahead..

And yeah but when we’re talking about sizable deals, we’re talking about billion dollar deals. But that’s the size of some of these smaller REITs now..

Right, then when – - I think the last quarter you suggested that $100 million of acquisitions would give you $0.025 of annual FAD and $0.033 of annual adjusted FFO.

Given what’s going on CapEx are you still comfortable with that comment about the tax deals that you are more likely to do?.

That relates to our traditional relationship deals where we’re in the 9’s. And I think that maths still holds together more or less. I mean we haven’t updated it but it’s pretty close. When you think about some of these other real big deals which frankly as we potentially think about them, there has to be a strategic component.

Obviously accretion per $100 billion goes down a lot..

Right, and then I’d appreciate the comment about why you’re doing the mortgages now and what the pipeline looks like. Just from the operator point of view, why would I do – why would I seek refinancing from mortgage when there is HUD out there? As a matter just because HUD dragged its feet forever or is there some other thing I’m not thinking of..

Well HUD’s difficult in terms of timing and processes as you know. But also HUD is a – you’re not going to get 90% loan to value generally..

You’re going to get your existing debt amount. So you’re not going to do a cash up refinance..

If you created equity value for whatever reason, from a turnaround or however you created it you’re going to have limitations, HUD program that you won’t have with Omega..

(Operator Instructions). The next question is from Tayo Okusanya from Jefferies. Please go ahead..

Yeah, thanks for taking my followup. I guess Taylor a lot of the comments that you made this morning you guys kind of things like there is some pretty strong cap rate compression going on in the SNF space.

I’m just kind of curious again when you’re looking at your acquisition pipeline now, how you kind of thinking about things? Is it more deals lower cap rates? Is it fair amount of selective deals trying to get better cap rates? Is it less deals because cap rates are too low? Like how should you kind of just be thinking about what we should be expecting out of [ph] over the next 6 to 12 months?.

Yeah. It’s we’re going to continue to support our -- our number one priority for allocating capital is our existing tenant base and supporting that tenant base and enhancing that credit. So we’re going to continue to do those deals as Dan mentioned they tend to be in the 9s [ph]..

And smaller in size of course..

And smaller. So I think that’s our regular pipeline that you’ve seen for many years and it’s lumpy but we tend to do several 100 million a year in that type of deal. And then when you think about the potential for some of these bigger deals, it would be a compressed cap rate.

From our perspective, there would have to be a strategic component that made sense as we look for medium and long term because they are going to come with the type of yields that we normally expect in these smaller transactions. So predicting those is impossible.

They are out there, they are somewhat interesting but frankly to say whether that’s something we would ever do, yeah, I just won’t..

Okay. That’s helpful.

And then just one more, Genesis, in particular, given it’s one of your larger tenants and it’s also public entity, can you just kind of give some commentary about where things are, what coverage is looking like, lot of their plans to improve profitability, whether you’re starting to see some of that just dropped to the bottom line?.

Genesis continues to perform, we don’t generally talk about specific tenants and as you know we’re only a small component of Genesis overall -- the overall company. I will say that for the most part the Genesis properties continue to perform well as they have historically. They have had a couple of facilities.

Out of the 52, they have had some recent issues but they have been rectified. They had to dispense money to get done, but as we work in Genesis from our credit perspective these facilities continue to perform well..

The next question comes from Nick Yulico from UBS Investment Bank. Please go ahead..

Thanks. Just one followup.

You mentioned a 90% LTV on the loan what was the cap rate you used to determine the value of the portfolio?.

Well. It covers at 1/5. So when you think...

At 9%..

At 9%. So when you think about it is sort of...

9?.

Yes. It’s all that net works [ph] at the 13%-14% cap rate. .

Yeah.

I’m sorry what you said the cap rate was?.

Maybe 13% to 14% when you think about one and half times coverage of 9% yield..

Okay, thanks..

Okay..

(Operator Instructions). And this concludes our question and answer session. I would like to turn the conference back over to Taylor Pickett for any closing remarks..

Thank you for joining the call today. Bob Stephenson will be available for any follow-up questions you may have..

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