8-K: Current report filing

Exhibit 99.2

Unaudited pro forma condensed consolidated
financial information

On April 1, 2015, Omega Healthcare Investors, Inc., a Maryland corporation (“Omega”), acquired Aviv REIT, Inc., a Maryland corporation (“Aviv”) as a result of the completion of the merger (the “merger”) pursuant to the Agreement and Plan of Merger dated as October 30, 2014 among Omega, OHI Healthcare Properties Holdco, Inc., a Delaware corporation (“Merger Sub”), OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (“Omega OP”), Aviv and Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (“Aviv OP”).

The following unaudited pro forma condensed consolidated balance sheet as of March 31, 2015, reflects Omega’s financial position as if the merger and the other transactions described in the notes to the unaudited pro forma condensed consolidated financial information were completed as of March 31, 2015. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2015 and the year ended December 31, 2014, reflect the results of Omega’s operations as if the merger and the other transactions described in the notes to the unaudited pro forma condensed consolidated financial information were completed as of January 1, 2014. The unaudited pro forma condensed consolidated financial information should be read in connection with (i) Omega’s unaudited consolidated financial statements, and related notes thereto, as of and for the three months ended March 31, 2015 and (ii) Omega’s and Aviv’s audited consolidated financial statements, and the related notes thereto, as of and for the fiscal year ended December 31, 2014.

This unaudited pro forma condensed consolidated financial information is provided for informational purposes only. Our financial position and results of operations may be significantly different than what is presented in these unaudited pro forma condensed consolidated financial statements. In the opinion of management, all adjustments necessary to reflect the effects of the merger and the other transactions described in the notes to the unaudited pro forma condensed consolidated financial information have been included.

The purchase accounting for the merger described in the notes and reflected in this unaudited pro forma condensed consolidated financial information is based on preliminary estimates of the fair value of assets acquired and liabilities assumed. Actual amounts allocated to assets acquired and liabilities assumed when the acquisition is completed could change significantly from those used in the unaudited pro forma condensed consolidated financial statements.

This unaudited pro forma condensed consolidated financial information is not necessarily indicative of our expected financial position, or our results of operations, for any future period. Differences could result from numerous factors, including future changes in our portfolio of investments, changes in interest rates, changes in our capital structure, changes in property level operating expenses, changes in property level revenues, including rents expected to be received on our existing leases or leases we may enter into, and for other reasons. Actual future results are likely to be different from amounts presented in the unaudited pro forma condensed consolidated financial information and such differences could be significant.

Omega Healthcare Investors, Inc.

Pro forma condensed consolidated balance sheet

Omega Healthcare Investors, Inc.

Pro forma condensed consolidated statement of operations

Omega Healthcare Investors, Inc.

Pro forma condensed consolidated statement of operations

Note 1. Basis of pro forma presentation

We have one reportable segment consisting of investments in healthcare-related real estate properties. Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities, or SNFs, located in the United States. Our core portfolio consists of long-term leases and mortgage agreements. All of our leases are “triple-net” leases, which require the tenants to pay all property-related expenses. Our mortgage revenue is derived from fixed-rate mortgage loans, which are secured by first mortgage liens on the underlying real estate and personal property of the mortgagor.

On October 30, 2014, Omega, Merger Sub, the Omega OP, Aviv and the Aviv OP entered into the merger agreement. On April 1, 2015, Aviv was merged with and into Merger Sub with Merger Sub surviving as a wholly owned subsidiary of Omega.

The merger, including transaction and funding related costs, was funded through:

On December 17, 2014, Aviv, through an indirect wholly-owned subsidiary of Aviv’s operating partnership, acquired 28 properties located in five states. These properties were acquired for $305.0 million, excluding related acquisition expenses of  $1.3 million. Aviv funded the acquisition of these properties with a combination of availability under its line of credit of  $125.0 million and the issuance of  $180.0 million of secured debt on the properties.

On February 9, 2015, we issued 10.9 million shares of common stock in an underwritten public offering (the “2015 stock offering”). The proceeds of the 2015 stock offering were used (i) to repay approximately $85.0 million outstanding revolving credit facility borrowings and (ii) to redeem our $200 million 7.50% senior notes due 2020 on March 13, 2015. The following unaudited pro forma consolidated financial information reflects the issuance of 10.9 million shares of common stock at a public offering price of $42.00 per share, before underwriting discount and expenses payable by us, and the use of proceeds therefrom.

On March 8, 2015, we sold $700 million aggregate principal amount of our 4.5% Senior Notes due 2027. The Company’s total net proceeds from the offering, after deducting initial purchasers’ discounts and other offering expenses were approximately $683 million. We used the net proceeds of the offering for general corporate purposes, which included the repayment of Aviv’s indebtedness in connection with our acquisition of Aviv by merger on April 1, 2015.

Note 2. Adjustments to unaudited pro forma condensed consolidated balance sheet

A. Represents the historical condensed consolidated balance sheet of Omega as of March 31, 2015, as derived from the unaudited historical consolidated financial statements and notes thereto filed on Form 10-Q and incorporated by reference herein.

B. Represents adjustments related to our acquisition of Aviv, which closed on April 1, 2015. The preliminary estimated fair value of assets to be acquired and consideration to be given is as follows (dollars in thousands):

(a) We issued approximately 43.7 million shares of common stock in the merger, and issued approximately 9.2 million Omega OP partnership units in exchange for 10.2 million Aviv OP partnership units. We also assumed approximately 5.4 million common stock equivalents. The Omega OP partnership units were initially exchangeable for 9.2 million shares of our common stock. The estimated issuance price per share is based on the closing price of our common stock on the New York Stock Exchange on April 1, 2015.

 C. Represents our preliminary purchase price allocation based on estimated fair value of real estate assets acquired and leases assumed as follows (dollars in thousands):

(a) Included in Other assets.

(b) Included in Accounts payable and other liabilities.

D. Represents our preliminary purchase price allocation based on the estimated fair value of direct financing leases, mortgage notes and other investments acquired as follows (dollars in thousands):

E. Represents the preliminary estimated fair value of other assets to be acquired, including the other assets identified in footnote C (a), accounts receivable, prepaid expenses, cash and deposits.

F. Represents the estimated goodwill resulting from the merger.

G. Represents amounts that we anticipate borrowing under our revolving credit facility to (i) fund estimated transaction costs of approximately $50.1 million and (ii) repay (or, as the case may be, to escrow for the redemption of) debt that we assumed at closing, including borrowings under Aviv’s credit facility and notes payable with an estimated fair value of approximately $1.23 billion.

H. Represents the debt that we assumed, excluding the debt we repaid (or for the redemption of which we expect to escrow funds) at closing. The estimated fair value of the debt is $180.0 million, which approximates the stated loan amount.

I. Represents the estimated fair value of accounts payable and other liabilities assumed as part of the merger.

J. Represents the estimated par value of our common stock issued in the merger. The share price is based on the closing price of our shares on the NYSE as of April 1, 2015.

K. Represents the estimated value of the additional paid-in capital of shares to be issued as well as the estimated fair value of common stock equivalents assumed. The share price is based on the closing price of our shares on the NYSE as of April 1, 2015.

L. Represents the estimated transaction costs expected to be incurred in connection with the merger.

M. Represents the estimated value of approximately 9.2 million Omega OP partnership units issued in exchange for 10.2 million Aviv OP partnership units. The share price is based on the closing price of our shares on the NYSE as of April 1, 2015.

Note 3. Adjustments to unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2015 

AA. Represents the historical consolidated statement of operations of Omega for the three months ended March 31, 2015 as derived from the unaudited historical consolidated unaudited financial statements included in Omega’s Form 10-Q for the quarter ended March 31, 2015 and incorporated by reference herein.

BB. Represents the estimated amortization of additional deferred financing costs related to increasing our credit facility. We increased the credit facility to ensure we had the capital available to fund the merger, including the repayment of debt assumed and the payment of transaction and funding related costs related to the merger.

CC. Represents the historical consolidated statement of operations of Aviv for the three months ended March 31, 2015 as contained in the unaudited historical consolidated financial statements included in Exhibit 99.1 to the Form 8-K accompanying this document.

DD. Represents (i) an adjustment to reflect the straight-line rental impact on Aviv’s existing leases as if the merger occurred on January 1, 2014 and (ii) the amortization of above and below market leases assumed as if the merger occurred January 1, 2014. The following table highlights the components of the revenue adjustments for the period presented (dollars in thousands):

EE. Represents an adjustment to reflect the impact of recording the leases assumed as direct financing leases as if the merger occurred on January 1, 2014.

FF. Represents an adjustment to reflect depreciation and amortization expense on Aviv’s existing facilities assuming the merger occurred on January 1, 2014 based on the fair value of the assets acquired.

GG. Represents the estimated interest expense that we would have incurred assuming the merger occurred on January 1, 2014. We repaid all Aviv debt, other than the $180 million of secured debt, through borrowings and the use of cash on hand as of March 31, 2015. The interest expense adjustment replaces Aviv’s historical interest with the estimated interest expense that would have been recorded if the borrowings outstanding consisted of  (i) $1.23 billion of borrowings under our credit facility, (ii) $50.1 million of borrowings to fund the transaction related expenses and (iii) $180 million of secured borrowings.

HH. Represents the elimination of Aviv’s historical interest-amortization of deferred financing costs. Omega assumed Aviv’s borrowings were replaced by the use of Omega’s credit facility; therefore, amortization of deferred financing costs related to Aviv’s debt would not have existed.

II. Represents the elimination of Aviv’s historical interest-refinancing costs. Omega assumed Aviv’s borrowings were replaced by the use of Omega’s credit facility borrowings; therefore, no interest refinancing costs would have existed.

JJ. Represents the additional portion of net income allocable to the non-controlling interest-operating partnership that results from the merger and the impact of the above noted adjustments.

KK. Represents the impact to the weighted average shares outstanding assuming the merger occurred on January 1, 2014. We issued approximately 43.7 million common shares in exchange for Aviv’s common stock outstanding as of April 1, 2015.

LL. In addition to the common stock that we issued at closing, we assumed approximately 6.0 million common stock equivalents of Aviv that were converted into approximately 5.4 million common stock equivalents of Omega. We estimate the dilutive effect of the common stock equivalents assuming the merger occurred on January 1, 2014. We also issued approximately 9.2 million partnership units in exchange for 10.2 million Aviv partnership units outstanding as of March 31, 2015.

MM. Represents the estimated impact of the (i) February 9, 2015 stock offering and (ii) March 8, 2015 4.5% Senior Notes offering and the use of proceeds therefrom as if the offerings occurred prior to January 1, 2014.

NN. Represents the estimated impact of the (i) February 9, 2015 stock offering and (ii) March 8, 2015 4.5% Senior Notes offering and the use of proceeds therefrom as if the offerings occurred prior to January 1, 2014.

OO. Represents the estimated reduction in interest - refinancing costs as a result of the redemption of our $200 million 7.50% senior notes due 2020 as if the redemption occurred on January 1, 2014.

PP. Represents the additional portion of net income allocable to the noncontrolling interest-operating partnership that results from the use of proceeds from the 2015 stock and Senior Notes offerings.

QQ. Represents the weighted average impact of the issuance of 10.9 million shares as a result of the February 9, 2015 stock offering as if the offering occurred on January 1, 2014. In the first quarter of 2015 approximately 6.2 million weighted average shares were included in our outstanding share calculation for both basic and diluted shares due to the timing of the stock offering.

Note 4. Adjustments to pro forma consolidated statement of operations for the year ended December 31, 2014

AA1. Represents the historical consolidated statement of operations of Omega for the year ended December 31, 2014 as derived from the historical consolidated financial statements included in previous filings with the Commission and incorporated by reference herein.

BB1. Represents the estimated amortization of additional deferred financing costs related to increasing our credit facility. We increased the credit facility to ensure we had the capital available to fund the merger, including the repayment of debt assumed and the payment of transaction and funding related costs related to the merger.

CC1. Represents the historical consolidated statement of operations of Aviv for the year ended December 31, 2014 as contained in the historical consolidated financial statements included in previous filings with the Commission and incorporated by reference herein.

DD1. Represents (i) an adjustment to reflect the straight-line rental impact on Aviv’s existing leases as if the merger occurred on January 1, 2014, (ii) an adjustment to reflect the straight-line rental impact of Aviv’s acquisition of 28 facilities on December 17, 2014 as if the acquisition occurred on January 1, 2014 and (iii) the amortization of above and below market leases assumed as if the merger occurred January 1, 2014. The following table highlights the components of the revenue adjustments for the period presented (dollars in thousands):

EE1. Represents an adjustment to reflect the impact of recording the direct financing leases assumed as if the merger occurred on January 1, 2014.

FF1. Represents (i) an adjustment to reflect depreciation and amortization expense on Aviv’s existing facilities assuming the merger occurred on January 1, 2014 based on the fair value of the assets acquired, and (ii) an adjustment to reflect depreciation and amortization expense on Aviv’s acquisition of 28 facilities on December 17, 2014 as if the acquisition occurred on January 1, 2014. The following table highlights the components of the adjustments for the period presented (dollars in thousands).

GG1. Represents the estimated interest expense that we would have incurred assuming the merger occurred on January 1, 2014. We repaid all Aviv debt, other than the $180 million of secured debt, through borrowings of  $1.23 billion on our credit facility. The interest expense adjustment replaces Aviv’s historical interest with the estimated interest expense that would have been recorded if the borrowings outstanding consisted of  (i) $1.23 billion of borrowings under our credit facility, (ii) $55.0 million of borrowings to fund the transaction related expenses and (iii) $180 million of secured borrowings.

HH1. Represents the elimination of Aviv’s historical interest-amortization of deferred financing costs other than the interest related to the $180 million in secured debt that was not repaid. Omega assumed Aviv’s borrowings that were repaid were replaced by the use of Omega’s credit facility; therefore, amortization of deferred financing costs related to Aviv’s debt would not have existed.

II1. Represents the elimination of Aviv’s historical interest-refinancing costs. Omega assumed Aviv’s borrowings were replaced by the use of Omega’s credit facility borrowings; therefore, no interest refinancing costs would have existed.

JJ1. Represents the additional portion of net income allocable to the non-controlling interest-operating partnership that results from the merger and the impact of the above noted adjustments.

KK1. Represents the impact to the weighted average shares outstanding assuming the merger occurred on January 1, 2014. We issued approximately 43.7 million common shares in exchange for Aviv’s common stock outstanding as of April 1, 2015.

LL1. In addition to the common stock that we issued at closing, we assumed approximately 6.0 million common stock equivalents of Aviv that were converted into approximately 5.4 million common stock equivalents of Omega. We estimate the dilutive effect of the common stock equivalents assuming the merger occurred on January 1, 2014. We also issued approximately 9.2 million partnership units in exchange for 10.2 million Aviv partnership units outstanding as of April 1, 2015.

MM1. Represents the estimated impact of the (i) February 9, 2015 stock offering and (ii) March 8, 2015 4.5% Senior Notes offering and the use of proceeds therefrom as if the offerings occurred prior to January 1, 2014.

NN1. Represents the estimated impact of the (i) February 9, 2015 stock offering and (ii) March 8, 2015 4.5% Senior Notes offering and the use of proceeds therefrom as if the offerings occurred prior to January 1, 2014.

OO1. Represents the additional portion of net income allocable to the noncontrolling interest-operating partnership that results from the use of proceeds from the 2015 stock and Senior Note offerings.

PP1. Represents the issuance of 10.9 million shares as a result of the February 9, 2015 stock offering as if the offering occurred on January 1, 2014.