OMEGA HEALTHCARE INVESTORS INC 10-K

Item 9A – Controls and Procedures Evaluation of Disclosure Controls and Procedures ​ Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. ​ In connection with the preparation of our Form 10-K as of and for the year ended December 31, 2020, management evaluated the effectiveness of the design and operation of disclosure controls and procedures of the Company as of December 31, 2020. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer of the Companies concluded that the disclosure controls and procedures of the Company were effective at the reasonable assurance level as of December 31, 2020. ​ 47 Table of Contents Management’s Report on Internal Control over Financial Reporting ​ Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by a company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; ​ ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and ​ ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. ​ All internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. In connection with the preparation of this Form 10-K, our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. In making that assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (“2013 framework”). Based on management’s assessment, management believes that, as of December 31, 2020, the Company’s internal control over financial reporting was effective based on those criteria. The independent registered public accounting firm’s attestation reports regarding the Company’s internal control over financial reporting is included in the 2020 financial statements under the caption entitled Report of Independent Registered Public Accounting Firm and is incorporated herein by reference. Changes in Internal Control Over Financial Reporting ​ There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2020 identified in connection with the evaluation of their disclosure controls and procedures described above that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. Item 9B – Other Information None. ​ ​ 48 Table of Contents PART III Item 10 – Directors, Executive Officers of the Registrant and Corporate Governance The information required by this item is incorporated herein by reference to our Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A. For information regarding executive officers of our Company, see Item 1 – Business – Information about our Executive Officers . Code of Business Conduct and Ethics . We have adopted a written Code of Business Conduct and Ethics (“Code of Ethics”) that applies to all of our directors and employees, including our chief executive officer, chief financial officer, chief accounting officer and controller. A copy of our Code of Ethics is available on our website at www.omegahealthcare.com. Any amendment to our Code of Ethics or any waiver of our Code of Ethics that is required to be disclosed will be provided on our website at www.omegahealthcare.com promptly following the date of such amendment or waiver. Item 11 – Executive Compensation The information required by this item is incorporated herein by reference to our Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A. ​ Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated herein by reference to our Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A, except as set forth below. ​ The following table provides information about shares available for future issuance under our equity compensation plans as of December 31, 2020: Equity Compensation Plan Information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (c) ​ ​ ​ ​ ​ ​ ​ Number of securities ​ ​ (a) ​ (b) ​ remaining available for ​ ​ Number of securities to ​ Weighted-average ​ future issuance under ​ ​ be issued upon exercise ​ exercise price of ​ equity compensation plans ​ ​ of outstanding options, ​ outstanding options, ​ excluding securities Plan category warrants and rights (1) warrants and rights (2) reflected in column (a) (3) Equity compensation plans approved by security holders 3,959,277 ​ $ — 3,701,093 Equity compensation plans not approved by security holders — ​ — — Total 3,959,277 ​ $ — 3,701,093 (1) Reflects (i) 150,812 shares that could be issued if certain performance conditions are achieved related to the January 1, 2017 award of performance restricted stock units or PIUs, (ii) 138,847 restricted stock units that were granted on January 1, 2018, (iii) 973,142 shares that could be issued if certain performance conditions are achieved related to the January 1, 2018 award of performance restricted stock units or PIUs, (iv) 114,112 restricted stock units and PIUs that were granted on January 1, 2019, (v) 755,198 shares that could be issued if certain performance conditions are achieved related to the January 1, 2019 award of performance restricted stock units or PIUs, (vi) 120,774 restricted stock units and PIUs that were granted on January 1, 2020, (vii) 1,169,156 shares that could be issued if certain performance conditions are achieved related to the January 1, 2020 award of performance restricted stock units or PIUs and (viii) 537,236 shares in respect of outstanding deferred stock units. (2) No exercise price is payable with respect to the restricted stock units and performance restricted stock units. (3) Reflects (i) 3,208,097 shares of common stock under our 2018 Stock Incentive Plan and (ii) 492,996 shares of common stock under the Omega Healthcare Investors, Inc. Employee Stock Purchase Plan. 49 Table of Contents ​ Item 13 – Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated herein by reference to our Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A. ​ Item 14 – Principal Accountant Fees and Services The information required by this item is incorporated herein by reference to our Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A. ​ ​ 50 Table of Contents PART IV Item 15 – Exhibits and Financial Statement Schedules (a)(1) Listing of Consolidated Financial Statements ​ Title of Document Page Number Reports of Independent Registered Public Accounting Firm ​ F-1 ​ ​ ​ ​ ​ ​ Consolidated Financial Statements of Omega Healthcare Investors, Inc. ​ ​ Consolidated Balance Sheets as of December 31, 2020 and 2019 ​ F-4 Consolidated Statements of Operations for the three years ended December 31, 2020 ​ F-5 Consolidated Statements of Comprehensive Income for the three years ended December 31, 2020 ​ F-6 Consolidated Statements of Changes in Equity for the three years ended December 31, 2020 ​ F-7 Consolidated Statements of Cash Flows for the three years ended December 31, 2020 ​ F-8 ​ ​ ​ Notes to Consolidated Financial Statements ​ F-9 ​ (a)(2) Listing of Financial Statement Schedules. The following consolidated financial statement schedules are included herein: ​ ​ ​ ​ Schedule II – Valuation and Qualifying Accounts ​ F-54 ​ ​ ​ Schedule III – Real Estate and Accumulated Depreciation ​ F-55 ​ ​ ​ Schedule IV – Mortgage Loans on Real Estate ​ F-58 ​ All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable or have been omitted because sufficient information has been included in the notes to the Consolidated Financial Statements. (a)(3) Listing of Exhibits — See “ Index to Exhibits ” beginning on Page I-1 of this report. (b) Exhibits — See “ Index to Exhibits ” beginning on Page I-1 of this report. (c) Financial Statement Schedules — The following consolidated financial statement schedules are included herein: Schedule II —Valuation and Qualifying Accounts ​ Schedule III — Real Estate and Accumulated Depreciation ​ Schedule IV — Mortgage Loans on Real Estate Item 16 – Summary Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include such summary information. ​ ​ 51 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and the Board of Directors of Omega Healthcare Investors, Inc. ​ Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Omega Healthcare Investors, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2021 expressed an unqualified opinion thereon. ​ Adoption of ASU No. 2016-13 As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for the measurement of credit losses on financial instruments in 2020 due to the adoption of ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and the related amendments. ​ Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ F-1 Table of Contents Collectability of future lease payments Description of the Matter The Company recognized rental income of $753 million during 2020. As described in Note 2 to the consolidated financial statements, the timing and pattern of rental income recognition for operating leases is affected by the Company’s determination as to whether the collectability of lease payments is probable. Auditing the Company's accounting for rental income is complex due to the judgment involved in the Company’s determination of the collectability of future lease payments from its operators. The determination involves consideration of the lessee’s payment history and recent payment trends, an assessment of the financial strength of the lessees and guarantors, where applicable, future contractual rents, historical and projected operating results of the lessees in such properties, and the timing of expected payments. ​ How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over the recognition of rental income, including controls over management’s assessment of the collectability of future lease payments. For example, we tested controls over management’s consideration of the factors used in assessing collectability and controls over the completeness and accuracy of the data used in management’s analyses. To test the rental income recognized, we performed audit procedures that included, among others, evaluating the collectability of lease payments. For example, we assessed the operators’ historical operating results in the properties, the financial condition of the operators and payment trends for a sample of operators. We also considered whether other information obtained throughout the course of our audit procedures corroborated or contradicted management’s analysis. In addition, we tested the completeness and accuracy of the data that was used in management’s analyses. ​ /s/ Ernst & Young, LLP We have served as the Company’s auditor since 1992. Baltimore, Maryland February 22, 2021 ​ ​ F-2 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Stockholders and Board of Directors of Omega Healthcare Investors, Inc. ​ Opinion on Internal Control over Financial Reporting We have audited Omega Healthcare Investors, Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Omega Healthcare Investors, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Omega Healthcare Investors, Inc. as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2) and our report dated February 22, 2021 expressed an unqualified opinion thereon. ​ Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. ​ Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ​ Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. ​ Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ /s/ Ernst & Young LLP Baltimore, Maryland February 22, 2021 ​ ​ ​ ​ F-3 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2020 2019 ​ ​ ​ ​ ​ ​ ​ ASSETS ​ ​ ​ ​ ​ ​ Real estate properties ​ ​ ​ Real estate investments ​ $ 8,702,154 $ 8,985,994 Less accumulated depreciation ​ ( 1,996,914 ) ( 1,787,425 ) Real estate investments – net ​ 6,705,240 7,198,569 Investments in direct financing leases – net ​ 10,764 11,488 Mortgage notes receivable – net ​ 885,313 773,563 ​ ​ 7,601,317 7,983,620 Other investments – net ​ 467,442 419,228 Investments in unconsolidated joint ventures ​ 200,638 199,884 Assets held for sale – net ​ 81,452 4,922 Total investments ​ 8,350,849 8,607,654 ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ 163,535 24,117 Restricted cash ​ 4,023 9,263 Contractual receivables – net ​ 10,408 27,122 Other receivables and lease inducements ​ ​ 234,666 ​ ​ 381,091 Goodwill ​ 651,737 644,415 Other assets ​ 82,231 102,462 Total assets ​ $ 9,497,449 $ 9,796,124 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND EQUITY ​ Revolving line of credit ​ $ 101,158 $ 125,000 Term loans – net ​ 186,349 804,738 Secured borrowings ​ 369,524 389,680 Senior notes and other unsecured borrowings – net ​ 4,512,221 3,816,722 Accrued expenses and other liabilities ​ 280,824 312,040 Deferred income taxes ​ 10,766 11,350 Total liabilities ​ 5,460,842 5,459,530 ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ Preferred stock $ 1.00 par value authorized – 20,000 shares, issued and outstanding - none ​ ​ — ​ ​ — Common stock $ .10 par value authorized – 350,000 shares, issued and outstanding – 231,199 shares as of December 31, 2020 and 226,631 as of December 31, 2019 ​ 23,119 ​ 22,663 Common stock – additional paid-in capital ​ 6,152,887 ​ 5,992,733 Cumulative net earnings ​ 2,594,735 ​ 2,463,436 Cumulative dividends paid ​ ( 4,916,097 ) ​ ( 4,303,546 ) Accumulated other comprehensive loss ​ ( 12,768 ) ​ ( 39,858 ) Total stockholders’ equity ​ 3,841,876 ​ 4,135,428 Noncontrolling interest ​ 194,731 ​ 201,166 Total equity ​ 4,036,607 ​ 4,336,594 Total liabilities and equity ​ $ 9,497,449 $ 9,796,124 ​ See accompanying notes. ​ F-4 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2019 2018 Revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental income ​ $ 753,427 ​ $ 804,076 ​ $ 767,340 Income from direct financing leases ​ 1,033 ​ 1,036 ​ 1,636 Mortgage interest income ​ 89,422 ​ 76,542 ​ 70,312 Other investment income ​ 44,864 ​ 43,400 ​ 40,228 Miscellaneous income ​ 3,635 ​ 3,776 ​ 2,166 Total revenues ​ 892,381 ​ 928,830 881,682 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Expenses ​ ​ Depreciation and amortization ​ 329,924 ​ 301,683 ​ 281,279 General and administrative ​ 59,889 ​ 57,869 ​ 63,508 Real estate taxes ​ ​ 12,316 ​ ​ 14,933 ​ ​ — Acquisition, merger and transition related costs ​ 2,018 ​ 5,115 ​ 383 Impairment on real estate properties ​ 72,494 ​ 45,264 ​ 29,839 (Recovery) impairment on direct financing leases ​ ( 3,079 ) ​ 7,917 ​ 27,168 Provision for credit losses ​ 37,997 ​ — ​ 6,689 Interest expense ​ 223,389 ​ 208,715 ​ 201,422 Total expenses ​ 734,948 ​ 641,496 610,288 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ Other (expense) income – net ​ ( 879 ) ​ 814 ​ 345 Loss on debt extinguishment ​ ( 13,340 ) ​ — ​ — Gain on assets sold – net ​ ​ 19,113 ​ ​ 55,696 ​ ​ 24,774 Total other income ​ ​ 4,894 ​ ​ 56,510 ​ ​ 25,119 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income tax expense and income from unconsolidated joint ventures ​ 162,327 ​ 343,844 296,513 Income tax expense ​ ( 4,925 ) ​ ( 2,844 ) ​ ( 3,010 ) Income from unconsolidated joint ventures ​ 6,143 ​ 10,947 ​ 381 Net income ​ 163,545 ​ 351,947 293,884 Net income attributable to noncontrolling interest ​ ( 4,218 ) ​ ( 10,824 ) ​ ( 12,306 ) Net income available to common stockholders ​ $ 159,327 ​ $ 341,123 $ 281,578 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share/unit available to common stockholders: ​ ​ Basic: ​ ​ ​ ​ Net income available to common stockholders ​ $ 0.70 ​ $ 1.60 ​ $ 1.41 Diluted: ​ ​ ​ Net income ​ $ 0.70 ​ $ 1.58 ​ $ 1.40 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See accompanying notes. ​ F-5 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2019 2018 Net income ​ ​ $ 163,545 ​ $ 351,947 ​ $ 293,884 Other comprehensive income (loss): ​ ​ ​ ​ Foreign currency translation ​ ​ 7,762 ​ 8,114 ​ ( 14,532 ) Cash flow hedges ​ ​ 20,087 ​ ( 6,363 ) ​ 2,531 Total other comprehensive income (loss) ​ ​ 27,849 ​ 1,751 ​ ( 12,001 ) Comprehensive income ​ ​ 191,394 ​ 353,698 ​ 281,883 Comprehensive income attributable to noncontrolling interest ​ ​ ( 4,977 ) ​ ( 10,781 ) ​ ( 11,807 ) Comprehensive income attributable to common stockholders ​ ​ $ 186,417 ​ $ 342,917 ​ $ 270,076 ​ See accompanying notes. ​ ​ F-6 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common ​ Additional ​ Cumulative ​ ​ ​ ​ Other ​ Total ​ ​ ​ ​ ​ ​ ​ Stock ​ Paid ‑ in ​ Net ​ Cumulative ​ Comprehensive ​ Stockholders’ ​ Noncontrolling ​ Total ​ Par Value Capital Earnings Dividends Loss Equity Interest Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2017 ​ $ 19,831 ​ $ 4,936,302 ​ $ 1,839,356 ​ $ ( 3,210,248 ) ​ $ ( 30,150 ) ​ $ 3,555,091 ​ $ 333,167 ​ $ 3,888,258 Cumulative effect of accounting change (see Note 2) ​ ​ — ​ ​ — ​ ​ 9,577 ​ ​ — ​ ​ — ​ ​ 9,577 ​ ​ 423 ​ ​ 10,000 Balance at January 1, 2018 ​ 19,831 ​ 4,936,302 ​ 1,848,933 ​ ( 3,210,248 ) ​ ( 30,150 ) ​ 3,564,668 ​ 333,590 ​ 3,898,258 Stock related compensation ​ 7 ​ 16,233 ​ — ​ — ​ — ​ 16,240 ​ — ​ 16,240 Vesting/exercising of equity compensation, net of tax withholdings ​ 9 ​ ( 1,663 ) ​ — ​ — ​ — ​ ( 1,654 ) ​ — ​ ( 1,654 ) Dividend reinvestment plan ​ 155 ​ 46,646 ​ — ​ — ​ — ​ 46,801 ​ — ​ 46,801 Equity Shelf Program ​ 228 ​ 75,304 ​ — ​ — ​ — ​ 75,532 ​ — ​ 75,532 Common dividends declared ($ 2.64 per share) ​ — ​ — ​ — ​ ( 528,949 ) ​ — ​ ( 528,949 ) ​ — ​ ( 528,949 ) Conversion of Omega OP Units to common stock ​ 5 ​ 1,722 ​ — ​ — ​ — ​ 1,727 ​ — ​ 1,727 Redemption of Omega OP Units ​ ​ — ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 1,861 ) ​ ​ ( 1,861 ) Omega OP Units distributions ​ — ​ — ​ — ​ — ​ — ​ — ​ ( 23,493 ) ​ ( 23,493 ) Comprehensive income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation ​ — ​ — ​ — ​ — ​ ( 13,924 ) ​ ( 13,924 ) ​ ( 608 ) ​ ( 14,532 ) Cash flow hedges ​ — ​ — ​ — ​ — ​ 2,422 ​ 2,422 ​ 109 ​ 2,531 Net income ​ — ​ — ​ 281,578 ​ — ​ — ​ 281,578 ​ 12,306 ​ 293,884 Total comprehensive income ​ ​ ​ ​ ​ ​ ​ ​ ​ 281,883 Balance at December 31, 2018 ​ ​ 20,235 ​ ​ 5,074,544 ​ ​ 2,130,511 ​ ​ ( 3,739,197 ) ​ ​ ( 41,652 ) ​ ​ 3,444,441 ​ ​ 320,043 ​ ​ 3,764,484 Cumulative effect of accounting change (see Note 2) ​ ​ — ​ ​ — ​ ​ ( 8,198 ) ​ ​ — ​ ​ — ​ ​ ( 8,198 ) ​ ​ ( 292 ) ​ ​ ( 8,490 ) Stock related compensation ​ 2 ​ ​ 15,091 ​ ​ — ​ ​ — ​ ​ — ​ 15,093 ​ — ​ 15,093 Vesting/exercising of equity compensation plan, net of tax withholdings ​ 15 ​ ​ ( 4,333 ) ​ ​ — ​ ​ — ​ ​ — ​ ( 4,318 ) ​ — ​ ( 4,318 ) Dividend reinvestment plan ​ 304 ​ ​ 114,747 ​ ​ — ​ ​ — ​ ​ — ​ 115,051 ​ — ​ 115,051 Equity Shelf Program ​ 313 ​ ​ 108,683 ​ ​ — ​ ​ — ​ ​ — ​ 108,996 ​ — ​ 108,996 Issuance of common stock ​ ​ 1,498 ​ ​ 575,997 ​ ​ — ​ ​ — ​ ​ — ​ ​ 577,495 ​ ​ — ​ ​ 577,495 Common dividends declared ($ 2.65 per share) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 564,349 ) ​ ​ — ​ ​ ( 564,349 ) ​ ​ — ​ ​ ( 564,349 ) Vesting/exercising of OP units ​ ​ — ​ ​ ( 6,648 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 6,648 ) ​ ​ 6,648 ​ ​ — Conversion and redemption of Omega OP Units to common stock ​ 296 ​ ​ 114,652 ​ ​ — ​ ​ — ​ ​ — ​ 114,948 ​ ( 114,948 ) ​ — Omega OP Units distributions ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ ( 21,294 ) ​ ( 21,294 ) Noncontrolling interest - consolidated joint venture ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ 228 ​ 228 Comprehensive income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 7,931 ​ 7,931 ​ 183 ​ 8,114 Cash flow hedges ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 6,137 ) ​ ( 6,137 ) ​ ( 226 ) ​ ( 6,363 ) Net income ​ — ​ ​ — ​ ​ 341,123 ​ ​ — ​ ​ — ​ 341,123 ​ 10,824 ​ 351,947 Total comprehensive income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 353,698 Balance at December 31, 2019 ​ ​ 22,663 ​ ​ 5,992,733 ​ ​ 2,463,436 ​ ​ ( 4,303,546 ) ​ ​ ( 39,858 ) ​ ​ 4,135,428 ​ ​ 201,166 ​ ​ 4,336,594 Cumulative effect of accounting change (see Note 2) ​ ​ — ​ ​ — ​ ​ ( 28,028 ) ​ ​ — ​ ​ — ​ ​ ( 28,028 ) ​ ​ ( 757 ) ​ ​ ( 28,785 ) Balance at January 1, 2020 ​ 22,663 ​ 5,992,733 ​ 2,435,408 ​ ( 4,303,546 ) ​ ( 39,858 ) ​ 4,107,400 ​ 200,409 ​ 4,307,809 Stock related compensation ​ ​ 3 ​ ​ 19,061 ​ ​ — ​ ​ — ​ ​ — ​ ​ 19,064 ​ ​ — ​ ​ 19,064 Vesting/exercising of equity compensation plan, net of tax withholdings ​ ​ 17 ​ ​ ( 4,686 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 4,669 ) ​ ​ — ​ ​ ( 4,669 ) Dividend reinvestment plan ​ ​ 9 ​ ​ 3,738 ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,747 ​ ​ — ​ ​ 3,747 Equity Shelf Program ​ ​ 423 ​ ​ 152,360 ​ ​ — ​ ​ — ​ ​ — ​ ​ 152,783 ​ ​ — ​ ​ 152,783 Common dividends declared ($ 2.68 per share) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 612,551 ) ​ ​ — ​ ​ ( 612,551 ) ​ ​ — ​ ​ ( 612,551 ) Vesting/exercising of OP units ​ ​ — ​ ​ ( 11,551 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 11,551 ) ​ ​ 11,551 ​ ​ — Conversion and redemption of Omega OP Units to common stock ​ ​ 4 ​ ​ 1,232 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,236 ​ ​ ( 1,236 ) ​ ​ — Omega OP Units distributions ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 20,970 ) ​ ​ ( 20,970 ) Comprehensive income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 7,540 ​ ​ 7,540 ​ ​ 222 ​ ​ 7,762 Cash flow hedges ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 19,550 ​ ​ 19,550 ​ ​ 537 ​ ​ 20,087 Net income ​ ​ — ​ ​ — ​ ​ 159,327 ​ ​ — ​ ​ — ​ ​ 159,327 ​ ​ 4,218 ​ ​ 163,545 Total comprehensive income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 191,394 Balance at December 31, 2020 ​ $ 23,119 ​ $ 6,152,887 ​ $ 2,594,735 ​ $ ( 4,916,097 ) ​ $ ( 12,768 ) ​ $ 3,841,876 ​ $ 194,731 ​ $ 4,036,607 ​ See accompanying notes. ​ F-7 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2019 2018 Cash flows from operating activities ​ ​ ​ Net income ​ $ 163,545 ​ $ 351,947 ​ $ 293,884 Adjustment to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ Depreciation and amortization ​ ​ 329,924 ​ 301,683 ​ 281,279 Impairment on real estate properties ​ ​ 75,972 ​ 48,939 ​ 35,014 (Recovery) impairment on direct financing leases ​ ​ ( 3,079 ) ​ 7,917 ​ 27,168 Provision for rental income ​ ​ 146,608 ​ 11,120 ​ — Provision for credit losses ​ ​ 37,997 ​ — ​ 6,689 Amortization of deferred financing costs and loss on debt extinguishment ​ ​ 11,608 ​ 9,564 ​ 8,960 Accretion of direct financing leases ​ ​ 30 ​ 13 ​ 109 Stock-based compensation expense ​ ​ 18,822 ​ 15,359 ​ 15,987 Gain on assets sold – net ​ ​ ( 19,113 ) ​ ( 55,696 ) ​ ( 24,774 ) Amortization of acquired in-place leases – net ​ ​ ( 14,187 ) ​ ( 5,904 ) ​ ( 10,707 ) Effective yield receivable on mortgage notes ​ ​ ( 719 ) ​ ( 173 ) ​ ( 1,068 ) Interest paid-in-kind ​ ​ ( 7,718 ) ​ ​ ( 7,160 ) ​ ​ ( 6,360 ) (Income) loss from unconsolidated joint ventures ​ ​ ( 1,315 ) ​ ​ 22 ​ ​ — Change in operating assets and liabilities – net: ​ ​ ​ ​ Contractual receivables ​ ​ 5,709 ​ ( 5,931 ) ​ 2,368 Straight-line rent receivables ​ ​ ( 28,968 ) ​ ( 46,580 ) ​ ( 61,559 ) Lease inducements ​ ​ ( 22,443 ) ​ ( 42,071 ) ​ ( 32,738 ) Other operating assets and liabilities ​ ​ 15,583 ​ ( 29,302 ) ​ ( 34,879 ) Net cash provided by operating activities ​ ​ 708,256 ​ 553,747 ​ 499,373 Cash flows from investing activities ​ ​ ​ ​ Acquisition of a business, net of cash acquired ​ ​ ( 5,058 ) ​ ( 59,616 ) ​ — Acquisition of real estate ​ ​ ( 105,663 ) ​ ( 377,841 ) ​ ( 105,119 ) Acquisition deposit ​ ​ ( 2,500 ) ​ — ​ — Net proceeds from sale of real estate investments ​ ​ 180,851 ​ 219,262 ​ 309,586 Investments in construction in progress ​ ​ ( 75,111 ) ​ ( 139,678 ) ​ ( 139,441 ) Proceeds from direct financing lease and related trust ​ ​ 15,414 ​ ​ 93,730 ​ ​ 20,979 Placement of mortgage loans ​ ​ ( 62,432 ) ​ ( 20,702 ) ​ ( 65,340 ) Collection of mortgage principal ​ ​ 9,867 ​ 54,529 ​ 26,088 Investments in unconsolidated joint ventures ​ ​ ( 2,471 ) ​ ​ ( 103,963 ) ​ ​ — Distributions from unconsolidated joint ventures in excess of earnings ​ ​ 6,291 ​ 9,079 ​ 5,471 Capital improvements to real estate investments ​ ​ ( 31,072 ) ​ ( 52,892 ) ​ ( 29,824 ) Receipts from insurance proceeds ​ ​ 897 ​ 8,170 ​ 8,717 Investments in other investments ​ ​ ( 167,936 ) ​ ( 100,312 ) ​ ( 385,707 ) Proceeds from other investments ​ ​ 149,866 ​ 91,281 ​ 181,371 Net cash used in investing activities ​ ​ ( 89,057 ) ​ ( 378,953 ) ​ ( 173,219 ) Cash flows from financing activities ​ ​ ​ ​ Proceeds from credit facility borrowings ​ ​ 1,164,466 ​ 1,507,000 ​ 1,291,000 Payments on credit facility borrowings ​ ​ ( 1,193,000 ) ​ ( 1,980,100 ) ​ ( 1,268,000 ) Receipts of other long-term borrowings ​ ​ 687,743 ​ 494,985 ​ — Payments of other long-term borrowings ​ ​ ( 645,155 ) ​ ( 101,222 ) ​ ( 2,049 ) Payments of financing related costs ​ ​ ( 18,183 ) ​ ( 4,787 ) ​ ( 8 ) Receipts from dividend reinvestment plan ​ ​ 3,747 ​ 115,051 ​ 46,801 Payments for exercised options and restricted stock ​ ​ ( 4,669 ) ​ ( 4,556 ) ​ ( 1,654 ) Net proceeds from issuance of common stock ​ ​ 152,783 ​ 404,863 ​ 75,532 Dividends paid ​ ​ ( 612,310 ) ​ ( 564,127 ) ​ ( 528,696 ) Noncontrolling members’ contributions to consolidated joint venture ​ ​ — ​ ​ 228 ​ ​ — Redemption of Omega OP Units ​ ​ — ​ — ​ ( 134 ) Distributions to Omega OP Unit Holders ​ ​ ( 20,970 ) ​ ( 21,294 ) ​ ( 23,493 ) Net cash used in financing activities ​ ​ ( 485,548 ) ​ ( 153,959 ) ​ ( 410,701 ) Effect of foreign currency translation on cash, cash equivalents and restricted cash ​ ​ 527 ​ 874 ​ ( 590 ) Increase (decrease) in cash, cash equivalents and restricted cash ​ ​ 134,178 ​ 21,709 ​ ( 85,137 ) Cash, cash equivalents and restricted cash at beginning of year ​ ​ 33,380 ​ 11,671 ​ 96,808 Cash, cash equivalents and restricted cash at end of year ​ $ 167,558 ​ $ 33,380 ​ $ 11,671 ​ See accompanying notes. ​ ​ ​ F-8 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION Organization Omega Healthcare Investors, Inc. (“Omega”) was incorporated in the State of Maryland on March 31, 1992 and has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes. Omega is structured as an umbrella partnership REIT (“UPREIT”) under which all of Omega's assets are owned directly or indirectly by, and all of Omega's operations are conducted directly or indirectly through, its operating partnership subsidiary, OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (“Omega OP”). Unless stated otherwise or the context otherwise requires, the terms “Omega”, the “Company,” “we,” “our” and “us” refer to Omega Healthcare Investors, Inc. and its consolidated subsidiaries, including Omega OP, references to Parent refer to Omega Healthcare Investors, Inc. without regard to its consolidated subsidiaries, and references to “Omega OP” mean OHI Healthcare Properties Limited Partnership and its consolidated subsidiaries. Omega has one reportable segment consisting of investments in healthcare-related real estate properties located in the United States (“U.S.”) and the United Kingdom (“U.K.”). Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”), assisted living facilities (“ALFs”), and to a lesser extent, independent living facilities (“ILFs”), rehabilitation and acute care facilities (“specialty facilities”) and medical office buildings (“MOBs”). Our core portfolio consists of long-term leases and mortgage agreements. All of our leases to our operators are “triple-net” leases, which require the operators (we use the term “operator” to refer to our tenants and mortgagors and their affiliates who manage and/or operate our properties) to pay all property-related expenses. Our mortgage revenue derives from fixed rate mortgage loans, which are secured by first mortgage liens on the underlying real estate and personal property of the mortgagor. Our other investment income derives from fixed and variable rate loans to our operators and/or their principals to fund working capital and capital expenditures. These loans, which may be either unsecured or secured by the collateral of the borrower, are classified as other investments. ​ Omega has exclusive control over Omega OP’s day-to-day management pursuant to the partnership agreement governing Omega OP. As of December 31, 2020, Parent owned approximately 97 % of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and other investors owned approximately 3 % of the outstanding Omega OP Units. Consolidation Omega’s consolidated financial statements include the accounts of (i) Parent, (ii) Omega OP, (iii) all direct and indirect wholly owned subsidiaries of Omega and (iv) other entities in which Omega or Omega OP has a majority voting interest and control. All intercompany transactions and balances have been eliminated in consolidation, and Omega’s net earnings are reduced by the portion of net earnings attributable to noncontrolling interests. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. F-9 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Fair Value Measurement The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy: ● Level 1 - quoted prices for identical instruments in active markets; ● Level 2 - quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and ● Level 3 - fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company measures fair value using a set of standardized procedures that are outlined herein for all assets and liabilities which are required to be measured at fair value. When available, the Company utilizes quoted market prices from an independent third-party source to determine fair value and classifies such items in Level 1. In some instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and classifies such items in Level 2. If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and/or market capitalization rates. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, these items could be classified in either Level 2 or Level 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques used by the Company include discounted cash flow and Monte Carlo valuation models. Risks and Uncertainties The Company is subject to certain risks and uncertainties affecting the healthcare industry, including those stemming from the novel coronavirus (“COVID-19”) global pandemic described below, which has disproportionately impacted the senior care sector, as well as, those stemming from healthcare legislation and changing regulation by federal, state and local governments, including those driven by the COVID-19 pandemic. Additionally, we are subject to risks and uncertainties as a result of changes affecting operators of nursing home facilities due to the actions of governmental agencies and insurers to limit the rising cost of healthcare services. F-10 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ In addition to experiencing outbreaks of positive cases and deaths of residents and employees during the pandemic, our operators have been required to adapt their operations rapidly throughout the pandemic to manage the spread of the COVID-19 virus as well as the implementation of new treatments and vaccines, and to implement new requirements relating to infection control, personal protective equipment (“PPE”), quality of care, visitation protocols, staffing levels, and reporting, among other regulations, throughout the pandemic. While we expect the approval of multiple vaccines for COVID-19 to reduce the spread and impact of the virus, particularly with respect to residents in our facilities given the prioritization of these populations in receiving the vaccines, there remain risks associated with the speed, distribution, and delivery of the vaccine in our facilities, as well as participation levels in vaccination programs among the residents and employees of our operators. In addition to the risks associated with managing the spread of the virus, delivery of the vaccines and care of their patients and residents, many of our operators reported incurring significant cost increases as a result of the COVID-19 pandemic, with dramatic increases for facilities with positive cases. We believe these increases primarily stem from elevated labor costs, including increased use of overtime and bonus pay, as well as a significant increase in both the cost and usage of PPE, testing equipment and processes and supplies, as well as implementation of new infection control protocols and vaccination programs. In addition, many of our operators have reported experiencing declines, in some cases that are material, in occupancy levels as a result of the pandemic. We believe these declines may be in part due to COVID-19 related fatalities at our facilities, the delay of SNF placement and/or utilization of alternative care settings for those with lower level of care needs, the suspension and/or postponement of elective hospital procedures, fewer discharges from hospitals to SNFs and higher hospital readmittances from SNFs. ​ While substantial government support, primarily through the federal CARES Act in the U.S. and distribution of PPE, vaccines and testing equipment by the federal government, has been allocated to SNFs and to a lesser extent to ALFs, further government support will likely be needed to continue to offset these impacts and it is unclear whether and to what extent such government support has been and will continue to be sufficient and timely to offset these impacts. Further, to the extent these impacts continue or accelerate and are not offset by additional government relief that is sufficient and timely, the operating results of our operators are likely to be adversely affected, some may be unwilling or unable to pay their contractual obligations to us in full or on a timely basis and we may be unable to restructure such obligations on terms as favorable to us as those currently in place. Even if operators are able to avail themselves of government relief to offset some of these costs, they may face challenges in complying with the terms and conditions of government support and may face longer-term adverse impacts to their personnel and business operations from the COVID-19 pandemic, including potential patient litigation and decreased demand for their services, loss of business due to an interruption in their operations, or other liabilities related to gathering restrictions, quarantines, reopening plans, vaccine distribution or delivery, spread of infection or other related factors. ​ The extent of the COVID-19 pandemic’s effect on our and our operators’ operational and financial performance will depend on future developments, including the ability to control the spread of the outbreak generally and in our facilities and the delivery of and participation in vaccination programs and other treatments for COVID-19, government funds and other support for the senior care sector and the efficacy of other policies and measures that may mitigate the impact of the pandemic, all of which are uncertain and difficult to predict. Due to these uncertainties, we are not able at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material. ​ F-11 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Business Combinations We record the purchase of properties to net tangible and identified intangible assets acquired and liabilities assumed at fair value. Transaction costs are expensed as incurred as part of a business combination. In making estimates of fair value for purposes of recording the purchase, we utilize a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. We also consider information obtained about each property as a result of our pre-acquisition due diligence, marketing and leasing activities as well as other critical valuation metrics such as current capitalization rates and discount rates used to estimate the fair value of the tangible and intangible assets acquired (Level 3). When liabilities are assumed as part of a transaction, we consider information obtained about the liabilities and use similar valuation metrics (Level 3). In some instances when debt is assumed and an identifiable active market for similar debt is present, we use market interest rates for similar debt to estimate the fair value of the debt assumed (Level 2). The Company determines fair value as follows: ● Land is determined based on third party appraisals which typically include market comparables. ● Buildings and site improvements acquired are valued using a combination of discounted cash flow projections that assume certain future revenues and costs and consider capitalization and discount rates using current market conditions as well as the residual approach. ● Furniture and fixtures are determined based on third party appraisals which typically utilize a replacement cost approach. ● Mortgages and other investments are valued using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings. ● Investments in joint ventures are valued based on the fair value of the joint ventures’ assets and liabilities. Differences, if any, between the Company’s basis and the joint venture’s basis are generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of earnings of the joint venture. ● Intangible assets and liabilities acquired are valued using a combination of discounted cash flow projections as well as other valuation techniques based on current market conditions for the intangible asset or liability being acquired. When evaluating below market leases we consider extension options controlled by the lessee in our evaluation. ● Other assets acquired and liabilities assumed are typically valued at stated amounts, which approximate fair value on the date of the acquisition. ● Assumed debt balances are valued by discounting the remaining contractual cash flows using a current market rate of interest. ● Noncontrolling interests are valued using a stock price on the acquisition date. ● Goodwill represents the purchase price in excess of the fair value of assets acquired and liabilities assumed. Goodwill is not amortized. ​ Asset Acquisitions For asset acquisitions, assets acquired and liabilities assumed are recognized by allocating the cost of the acquisition, including transaction costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. The fair value of the assets acquired and liabilities assumed in an asset acquisition are determined in a consistent manner with the immediately preceding “Business Combinations” section. F-12 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Variable Interest Entities GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise, if any, is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. Our variable interests in VIEs may be in the form of equity ownership, leases, guarantees and/or loans with our operators. We analyze our agreements and investments to determine whether our operators or unconsolidated joint ventures are VIEs and, if so, whether we are the primary beneficiary. We consolidate a VIE when we determine that we are its primary beneficiary. We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. Factors considered in determining whether we are the primary beneficiary of an entity include: (i) our voting rights, if any; (ii) our involvement in day-to-day capital and operating decisions; (iii) our risk and reward sharing; (iv) the financial condition of the operator or joint venture and (iv) our representation on the VIE’s board of directors. We perform this analysis on an ongoing basis. As of December 31, 2020, we have not consolidated any VIEs, as we do not have the power to direct the activities of any VIEs that most significantly impact their economic performance and we do not have the obligation to absorb losses or receive benefits of the VIEs that could be significant to the entities. Real Estate Investments and Depreciation The costs of significant improvements, renovations and replacements, including interest are capitalized. In addition, we capitalize leasehold improvements when certain criteria are met, including when we supervise construction and will own the improvement. Expenditures for maintenance and repairs are charged to operations as they are incurred. Depreciation is computed on a straight-line basis over the estimated useful lives ranging from 20 to 40 years for buildings, eight to 15 years for site improvements, and three to ten years for furniture and equipment. Leasehold interests are amortized over the shorter of the estimated useful life or term of the lease. Assets Held for Sale We consider properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) it is unlikely that the disposal plan will be significantly modified or discontinued; (3) the property is available for immediate sale in its present condition; (4) actions required to complete the sale of the property have been initiated; (5) sale of the property is probable and we expect the completed sale will occur within one year; and (6) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and we cease depreciation. F-13 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Real Estate Investment Impairment Management evaluates our real estate investments for impairment indicators at each reporting period, including the evaluation of our assets’ useful lives. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance including the current payment status of contractual obligations and expectations of the ability to meet future contractual obligations, legal structure, as well as our intent with respect to holding or disposing of the asset. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to management’s estimate of future undiscounted cash flows of the underlying facilities. The estimated future undiscounted cash flows are generally based on the related lease which relates to one or more properties and may include cash flows from the eventual disposition of the asset. In some instances, there may be various potential outcomes for a real estate investment and its potential future cash flows. In these instances, the undiscounted future cash flows used to assess the recoverability of the assets are probability-weighted based on management’s best estimates as of the date of evaluation. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows based on our intended use of the property are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. The fair value of the real estate investment is determined based on current market conditions and consider matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. Additionally, our evaluation of fair value may consider valuing the property as a nursing home or other healthcare facility as well as alternative uses. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. Management’s impairment evaluation process, and when applicable, impairment calculations involve estimation of the future cash flows from management’s intended use of the property as well as the fair value of the property. Changes in the facts and circumstances that drive management’s assumptions may result in an impairment to our assets in a future period that could be material to our results of operations. Lease Accounting On January 1, 2019, we adopted Accounting Standards Codification (“ASC”) 842, Leases (“Topic 842”) using the modified retrospective method. Topic 842 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). At the inception of a lease and over its term, we evaluate each lease to determine the proper lease classification. Certain of these leases provide our operators or us the contractual right to use and economically benefit from all of the physical space specified in the lease, therefore we have determined that they should be evaluated as lease arrangements. Upon adoption of Topic 842, we applied the package of practical expedients that allowed us to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases and (iii) initial direct costs for any expired or existing leases. Furthermore, we applied the optional transition method, which allowed us to initially apply Topic 842 at the adoption date and recognize a cumulative effect adjustment to the opening balance of equity in the period of adoption. During the year ended December 31, 2019, we made an adjustment of approximately $ 8.5 million to the equity balance to reflect our assessment of the collectibility of certain operator’s future contractual lease payments based on the facts and circumstances that existed as of January 1, 2019. In addition, we recorded total initial non-cash right of use assets and lease liabilities of approximately $ 11.1 million. ​ Lessor Accounting Topic 842 requires lessors to account for leases using an approach that is substantially equivalent to the previous guidance for sales type leases, direct financing leases and operating leases. As a lessor, our leased real estate properties are leased under provisions of single or master leases with initial terms typically ranging from 5 to 15 years , plus renewal options. As of December 31, 2020, we have determined that all but one of our leases should be accounted for as operating leases. One lease is accounted for as a direct financing lease. Under the terms of the leases, the lessee is responsible for all maintenance, repairs, taxes and insurance on the leased properties. For leases accounted for as operating leases, we retain ownership of the asset and record depreciation expense, see “Business Combinations”, “Asset Acquisitions” and “Real Estate Investments and Depreciation” above for additional information regarding our investment in real estate leased under operating lease agreements. F-14 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ For leases accounted for as direct financing leases, we record the present value of the future minimum lease payments (utilizing a constant interest rate over the term of the lease agreement) as a receivable and record interest income based on the contractual terms of the lease agreement. Certain direct financing leases include annual rent escalators, see “Lessor Accounting for Direct Financing Lease Income” below for further discussion regarding the recording of interest income on our direct financing leases. Lessor Accounting for Rental Income Substantially all of our operating leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of three methods depending on the specific provisions of each lease as follows: (i) a specific annual increase over the prior year’s rent, generally between 2.0 % and 3.0 %; (ii) an increase based on the change in pre-determined formulas from year to year (e.g., increases in the Consumer Price Index); or (iii) specific dollar increases over prior years. Rental income from operating leases is generally recognized on a straight-line basis over the lease term when we have determined that the collectibility of substantially all of the lease payments is probable. We assess the probability of collecting substantially all payments due under our leases on several factors, including, among other things, payment history, the financial strength of the lessee and/or borrower and any guarantors, historical operations and operating trends, current and future economic conditions, and expectations of performance (which includes known substantial doubt about an operator’s ability to continue as a going concern). If our evaluation of these factors indicates it is probable that we will be unable to collect substantially all rents, we recognize a charge to rental income and limit our rental income to the lesser of lease income on a straight-line basis plus variable rents when they become accruable or cash collected. If we change our conclusion regarding the probability of collecting rent payments required by a lessee, we may recognize an adjustment to rental income in the period we make a change to our prior conclusion, potentially resulting in increased volatility of rental income. Provisions for uncollectible lease payments are recognized as a direct reduction to rental income. Prior to our adoption of Topic 842, provisions for uncollectible lease payments were recorded in provision for uncollectible accounts on our Consolidated Statements of Operations and were not reclassified to conform to the current period presentation. Some of our leases have options to extend, terminate or purchase the facilities, which are considered when determining the lease term. We do not include in our measurement of our lease receivables certain variable payments, including changes in an index until the specific events that trigger the variable payments have occurred. Certain of our operating leases require the operators to reimburse us for property taxes and other expenditures that are not considered components of the lease and therefore no consideration is allocated to them as they do not result in the transfer of a good or service to the operators. We have determined that all of our leases qualify for the practical expedient to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as the lease components. We apply Topic 842 to the combined component. Income derived from our leases is recorded in rental income in our Consolidated Statements of Operations. Upon adoption of Topic 842, we began recording variable lease payments as rental income and corresponding real estate tax expense for those facilities’ property taxes that we pay directly and are reimbursed for by our operators. Prior to the adoption of Topic 842, we did not include amounts for property taxes and other expenditures in rental income. Certain tenants are obligated to pay directly their obligations under their leases for real estate taxes, insurance and certain other expenses. These obligations, which have been assumed by the tenants under the terms of their respective leases, are not reflected in our consolidated financial statements. To the extent any tenant responsible for these obligations under their respective lease defaults on its lease or if it is deemed probable that the tenant will fail to pay for such costs, we would record a liability for such obligation. We have elected to exclude sales and other similar taxes from the measurement of lease revenue and expense. F-15 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Lessor Accounting for Real Estate Sales ​ On January 1, 2018, we adopted ASC 606, Revenue from Contracts with Customers (“Topic 606”) using a modified retrospective approach. As a result of adopting Topic 606, we recognize gains related to the sale of real estate when we transfer control of the property and when it is probable that we will collect substantially all of the related consideration. As a result of adopting Topic 606 on January 1, 2018, we recognized $ 10.0 million of deferred gain resulting from the sale of facilities to a third-party in December 2017 through opening equity on January 1, 2018. Lessee Accounting ​ Topic 842 requires a lessee to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As a lessee, the Company is party to ground and/or facility leases which are classified as operating leases. Substantially all of our operating leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of three methods depending on the specific provisions of each lease as follows: (i) a specific annual increase over the prior year’s rent, generally between 1.0 % and 3.0 %; (ii) an increase based on the change in pre-determined formulas from year to year (e.g., increases in the Consumer Price Index); or (iii) specific dollar increases over prior years. The initial terms of our ground leases range between 10 years and 100 years . Our office leases have initial terms of approximately 10 years . Certain leases have options to extend , terminate or purchase the asset and have been considered in our analysis of the lease term and the measurement of the right-of-use assets and lease liabilities. The discount rate utilized in forming the basis of our right of use assets and lease liabilities approximates our cost of debt. We have not recognized a right of use asset and/or lease liability for leases with terms of 12 months or less and without an option to purchase the underlying asset. Our right of use assets and lease liabilities are included in other assets and accrued expenses and other liabilities, respectively on our Consolidated Balance Sheets. On a monthly basis, we remeasure our lease liabilities at the present value of the future lease payments using the discount rate determined at lease commencement. Rental expense from operating leases is generally recognized on a straight-line basis over the lease term. We do not include in our measurement of our lease liability certain variable payments, including changes in an index until the specific events that trigger the variable payments have occurred. As a lessee, certain of our operating leases contain non-lease components, such as our proportionate share of common area expenses. We have determined that all of our operating leases qualify for the practical expedient to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as the lease components. We apply Topic 842 to the combined component. Lease expense derived from our operating leases is recorded in general and administrative in our Consolidated Statements of Operations. Upon adoption of Topic 842, we began recording on a straight-line basis rental income and ground lease expense for those assets we lease and are reimbursed by our operators and/or are paid for directly by our operators. In-Place Leases In-place lease assets and liabilities result when we assume a lease as part of an asset acquisition or business combination. The fair value of in-place leases consists of the following components, as applicable (1) the estimated cost to replace the leases and (2) the above or below market cash flow of the leases, determined by comparing the projected cash flows of the leases in place at the time of acquisition to projected cash flows of comparable market-rate leases. F-16 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Above market leases, net of accumulated amortization, are included in other assets on our Consolidated Balance Sheets. Below market leases, net of accumulated amortization, are included in accrued expenses and other liabilities on our Consolidated Balance Sheets. The net amortization related to the above and below market leases is included in our Consolidated Statements of Operations as an adjustment to rental income over the estimated remaining term of the underlying leases. Should a tenant terminate the lease, the unamortized portion of the lease intangible is recognized immediately as an adjustment to rental income. Mortgages, Other Investments and Direct Financing Leases (collectively, our “loans”) and Allowance for Credit Losses Mortgage Interest Income and Other Investment Income Mortgage interest income and other investment income is recognized as earned over the terms of the related mortgage notes or other investment. Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected using the effective interest method. In applying the effective interest method, the effective yield on a loan is determined based on its contractual payment terms, adjusted for prepayment terms. Lessor Accounting for Direct Financing Lease Income We record direct financing lease income on a constant interest rate basis over the term of the lease. Costs related to originating direct financing leases are deferred and amortized on a straight-line basis as a reduction to income from direct financing leases over the term of the direct financing leases. Allowance for Credit Losses In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (“Topic 326”) (“ASU 2016-13”), which changed the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for credit losses. The new approach requires the calculation of expected lifetime credit losses and is applied to financial assets measured at amortized cost, including loans, as well as certain off-balance sheet credit exposures such as unfunded loan commitments. The allowance for credit loss on the loans is a valuation amount that is deducted from the amortized cost basis of the loans not held at fair value to present the net amount expected to be collected over the contractual term of the loans. The allowance for credit losses on loans is measured using relevant information about past events, including historical credit loss experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the loans. Changes to the allowance for credit losses on loans resulting from quarterly evaluations are recorded through provision for credit losses on the Consolidated Statements of Operations. The Company’s unfunded lending commitments are calculated using the same as the methodology for the loans over the contractual term of the commitment. The loss estimate is recorded in accrued expenses and other liabilities on the Consolidated Balance Sheets with quarterly changes to the liability recorded through provision for credit losses on the Consolidated Statements of Operations. ASU 2016-13 specifically excludes from its scope receivables arising from operating leases accounted for under Topic 842. We adopted ASU 2016-13 on January 1, 2020 using the modified retrospective approach and we recorded an initial $ 28.8 million allowance for expected credit losses with a corresponding adjustment to equity. F-17 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Transition Impact of Adopting Topic 326 ​ ​ ​ ​ ​ ​ ​ ​ ​ Pre-adoption balance as of ​ Impact of adopting ​ Post-adoption balance as of Financial Statement Line Item ​ December 31, 2019 ​ Topic 326 ​ January 1, 2020 ​ ​ (in thousands) Mortgage Notes Receivable $ 773,563 $ ( 21,386 ) $ 752,177 Investment in Direct Financing Leases ​ 11,488 ​ ( 611 ) ​ 10,877 Other Investments ​ 419,228 ​ ( 6,688 ) ​ 412,540 Off-Balance Sheet Commitments ​ 20,777 ​ ( 100 ) ​ 20,677 Total $ 1,225,056 $ ( 28,785 ) $ 1,196,271 ​ We elected to disaggregate our financial assets within the scope of Topic 326 based on the type of financial instrument. These segments were further disaggregated based on our internal credit ratings. We assess our internal credit ratings on a quarterly basis. Our internal credit ratings consider several factors including the collateral and/or security, the performance of borrowers underlying facilities, if applicable, available credit support (e.g., guarantees), borrowings with third parties, and other ancillary business ventures and real estate operations of the borrower. Our internal ratings range between 1 and 7. An internal rating of 1 reflects the lowest likelihood of loss and a 7 reflects the highest likelihood of loss. Amortized Cost Basis By Year of Origination and Credit Quality Indicator ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating Financial Statement Line Item 2020 2019 2018 2017 2016 2015 2014 & older Revolving Loans ​ Balance as of December 31, 2020 ​ ​ (in thousands) 1 Mortgage Notes Receivable $ - $ - $ - $ - $ - $ 67,012 $ - $ - ​ $ 67,012 2 Mortgage Notes Receivable ​ 43,150 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ ​ 43,150 3 Mortgage Notes Receivable ​ - ​ - ​ - ​ - ​ - ​ - ​ 35,964 ​ - ​ ​ 35,964 4 Mortgage Notes Receivable ​ 89,006 ​ 17,383 ​ 44,426 ​ 46,474 ​ 37,076 ​ 9,561 ​ 495,438 ​ - ​ ​ 739,364 5 Mortgage Notes Receivable ​ - ​ - ​ 19,000 ​ - ​ - ​ - ​ 7,691 ​ - ​ ​ 26,691 6 Mortgage Notes Receivable ​ - ​ - ​ - ​ - ​ - ​ - ​ 6,377 ​ - ​ ​ 6,377 ​ Sub-total ​ 132,156 ​ 17,383 ​ 63,426 ​ 46,474 ​ 37,076 ​ 76,573 ​ 545,470 ​ - ​ ​ 918,558 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3 Investment in Direct Financing Leases ​ - ​ - ​ - ​ - ​ - ​ 11,458 ​ - ​ - ​ ​ 11,458 ​ Sub-total ​ - ​ - ​ - ​ - ​ - ​ 11,458 ​ - ​ - ​ ​ 11,458 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1 Other Investments ​ 17,556 ​ - ​ - ​ - ​ - ​ - ​ - ​ - ​ ​ 17,556 2 Other Investments ​ - ​ - ​ - ​ - ​ - ​ 2,082 ​ - ​ 15,265 ​ ​ 17,347 3 Other Investments ​ - ​ 22,442 ​ 31,491 ​ - ​ - ​ 363 ​ 3,756 ​ 161,591 ​ ​ 219,643 4 Other Investments ​ - ​ 12,131 ​ 114,375 ​ - ​ 82,960 ​ - ​ - ​ 5,000 ​ ​ 214,466 5 Other Investments ​ - ​ 22,662 ​ 5,925 ​ - ​ 600 ​ - ​ - ​ 700 ​ ​ 29,887 ​ Sub-total ​ 17,556 ​ 57,235 ​ 151,791 ​ - ​ 83,560 ​ 2,445 ​ 3,756 ​ 182,556 ​ ​ 498,899 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 149,712 $ 74,618 $ 215,217 $ 46,474 $ 120,636 $ 90,476 $ 549,226 $ 182,556 ​ $ 1,428,915 ​ We have a limited history of incurred losses and consequently have elected to employ external data to perform our expected credit loss calculation. We have elected a probability of default (“PD”) and loss given default (“LGD”) methodology. Our model’s historic inputs consider PD and LGD data for residential care facilities published by the Federal Housing Administration (“FHA”) along with Standards & Poor’s one-year global corporate default rates. Our historical loss rates revert to historical averages after 36 periods. Our model’s current conditions and supportable forecasts consider internal credit ratings, current and projected U.S. unemployment rates published by the United States Bureau of Labor Statistics and the Federal Reserve Bank of St. Louis and the weighted average life to maturity of the underlying financial asset. F-18 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Allowance for Credit Losses Rollforward ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment ​ Financial Statement Line Item Allowance for Credit Loss at December 31, 2019 Allowance for Credit Loss on January 1, 2020 Provision for Credit Loss for the year ended December 31, 2020 Write-offs charged against allowance for the year ended December 31, 2020 Allowance for Credit Loss as of December 31, 2020 ​ ​ ​ (in thousands) Segment A-4 ​ Mortgage Notes Receivable $ - $ 19,293 $ 7,572 $ - $ 26,865 Segment B-3 ​ Mortgage Notes Receivable ​ - ​ 901 ​ 53 ​ - ​ 954 Segment C-5 ​ Mortgage Notes Receivable ​ - ​ 829 ​ ( 396 ) ​ - ​ 433 Segment E-6 ​ Mortgage Notes Receivable ​ 4,905 ​ 363 ​ ( 363 ) ​ - ​ 4,905 Segment F-2 ​ Mortgage Notes Receivable ​ - ​ - ​ 88 ​ - ​ 88 ​ ​ Sub-total ​ 4,905 ​ 21,386 ​ 6,954 ​ - ​ 33,245 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment A-3 ​ Investment in Direct Financing Leases ​ 217 ​ 611 ​ 83 ​ ( 217 ) ​ 694 ​ ​ Sub-total ​ 217 ​ 611 ​ 83 ​ ( 217 ) ​ 694 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment A-4 ​ Other Investments ​ - ​ 3,158 ​ 21,239 ​ - ​ 24,397 Segment B-3 ​ Other Investments ​ - ​ 1,434 ​ 3,679 ​ - ​ 5,113 Segment C-2 ​ Other Investments ​ - ​ 195 ​ ( 101 ) ​ - ​ 94 Segment D-5 ​ Other Investments ​ - ​ 1,901 ​ ( 48 ) ​ - ​ 1,853 ​ ​ Sub-total ​ - ​ 6,688 ​ 24,769 ​ - ​ 31,457 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Segment A-4 ​ Off-Balance Sheet Mortgage Commitments ​ - ​ 100 ​ ( 76 ) ​ - ​ 24 Segment B-3 ​ Off-Balance Sheet Note Commitments ​ - ​ - ​ 2,305 ​ - ​ 2,305 Segment C-2 ​ Off-Balance Sheet Note Commitments ​ - ​ - ​ 116 ​ - ​ 116 ​ ​ Sub-total ​ - ​ 100 ​ 2,345 ​ - ​ 2,445 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 5,122 $ 28,785 $ 34,151 $ ( 217 ) $ 67,841 ​ As of December 31, 2020, $ 10.0 million of contractual interest receivable is recorded in contractual receivables – net on our Consolidated Balance Sheets. We have elected the practical expedient to exclude interest receivable from our allowance for credit losses. We write-off interest receivable to provision for credit losses in the period we determine the interest is no longer considered collectible. Our assessment of collectibility considers several factors, including, among other things, payment history, the financial strength of the borrower and any guarantors, historical operations and operating trends, current and future economic conditions, expectations of performance (which includes known substantial doubt about an operator’s ability to continue as a going concern) and the value of the underlying collateral of the agreement, if any. During 2020, we determined that interest receivable of $ 3.8 million (related to the Agemo term loans, see Note 6 – Other Investments) was no longer considered collectible. As such, we reserved approximately $ 3.8 million of interest receivable through the provision for credit losses during the year ended December 31, 2020. The $ 3.8 million reserve for interest receivable is excluded from the table above. Periodically, the Company may identify an individual loan for impairment. A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreements. Consistent with this definition, all loans on non-accrual status may be deemed impaired. To the extent circumstances improve and the risk of collectibility is diminished, we will return these loans to full accrual status. When we identify a loan impairment, the loan is written down to the present value of the expected future cash flows. In cases where expected future cash flows are not readily determinable, the loan is written down to the fair value of the underlying collateral. We may base our valuation on a loan’s observable market price, if any, or the fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the sale of the collateral. We account for impaired loans using (a) the cost-recovery method, and/or (b) the cash basis method. We generally utilize the cost-recovery method for impaired loans for which impairment reserves were recorded. We utilize the cash basis method for impaired loans for which no impairment reserves were recorded because the net present value of the discounted cash flows expected under the loan and/or the underlying collateral supporting the loan were equal to or exceeded the book value of the loan. Under the cost-recovery method, we apply cash received against the outstanding loan balance prior to recording interest income. Under the cash basis method, we apply cash received to principal or interest income based on the terms of the agreement. F-19 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Contractual Receivables and Other Receivables and Lease Inducements Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements. Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line rent receivables relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement. Lease inducements result from value provided by us to the lessee, at the inception, modification or renewal of the lease, and are amortized as a reduction of rental income over the non-cancellable lease term. A summary of our other receivables and inducements by type is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2020 2019 ​ ​ (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Contractual receivables – net ​ $ 10,408 ​ $ 27,122 ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective yield interest receivables ​ $ 12,195 ​ $ 12,914 ​ Straight-line rent receivables ​ 139,046 ​ 275,549 ​ Lease inducements ​ 83,425 ​ 92,628 ​ Other receivables and lease inducements ​ $ 234,666 ​ $ 381,091 ​ ​ In 2020, we wrote-off approximately $ 143.0 million of contractual receivables, straight-line rent receivables, and lease inducements to rental income as a result of placing four operators on a cash basis resulting from a change in our evaluation of the collectibility of future rent payments due under the respective lease agreements as further discussed in Note 2 – Summary of Significant Accounting Policies. In part, our conclusions were based on information the Company received from these four operators during the third and fourth quarters of 2020 regarding substantial doubt as to their ability to continue as a going concern. Of the $ 143.0 million, $ 64.9 million related to Genesis Healthcare, Inc. (“Genesis”), $ 75.3 million related to Agemo Holdings, LLC (“Agemo”) and $ 2.8 million related to two other operators which lease five facilities from the Company. During 2020, we also wrote-off approximately $ 3.6 million of straight-line rent receivables to rental income as a result of transitioning facilities to other existing operators. In addition, during 2020, we received a one-time rent payment of approximately $ 55.4 million from Maplewood Real Estate Holdings, LLC (“Maplewood”), in conjunction with the restructuring of its master lease and loans with Omega (see Note 6 – Other Investments). This payment was accounted for as an adjustment to straight-line rent receivables and is being amortized over the remaining term of the master lease. During 2020, we also provided approximately $ 34.1 million of funding to four operators, which was accounted for as lease inducements. Of the $ 34.1 million, $ 23.9 million was funded to Maplewood for development and start-up related costs. In 2019, we wrote-off approximately $ 11.1 million of contractual receivables, straight-line rent receivables and lease inducements to rental income, of which $ 9.9 million resulted from placing five operators on a cash-basis due to changes in our evaluation of the collectibility of future rent payments due under the respective lease agreements. The remaining $ 1.2 million write-off of straight-line rent receivables to rental income resulted from transitioning a facility to another existing operator. In 2019, we paid certain operators $ 50.8 million which were accounted for as lease inducements that are amortized as a reduction to rental income over the remaining term of the lease. Of the $ 50.8 million, $ 15.0 million was paid to Genesis and $ 35.8 million was paid to seven other existing operators. In 2018, we paid an existing operator approximately $ 50 million in exchange for a reduction of such operator’s participation in an in-the-money purchase option. As a result, we recorded an approximate $ 28 million lease inducement that is being amortized as a reduction to rental income over the remaining term of the lease. The remaining $ 22 million was recorded as a reduction to our initial contingent liability. Our initial contingent liability was recorded in our merger with Aviv REIT, Inc. and included in accrued expenses and other liabilities on our Consolidated Balance Sheets. In 2018, we wrote-off approximately $ 11.5 million of straight-line rent receivables and contractual receivables to provision for credit losses, as a result of facility transitions and placing an operator on a cash basis. The provision for credit losses was offset by a recovery of approximately $ 4.8 million. F-20 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Investments in Unconsolidated Joint Ventures We account for our investments in unconsolidated joint ventures using the equity method of accounting as we exercise significant influence, but do not control the entities. Under the equity method of accounting, the net equity investments of the Company are reflected in the accompanying Consolidated Balance Sheets and the Company’s share of net income and comprehensive income from the joint ventures are included in the accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income, respectively. On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in the unconsolidated joint ventures may be other-than-temporarily-impaired. An investment is impaired only if management’s estimate of the value of the investment is less than the carrying value of the investment, and such a decline in value is deemed to be other than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. The estimated fair value of the investment is determined using a discounted cash flow model which is a Level 3 valuation. We consider a number of assumptions that are subject to economic and market uncertainties including, among others, rental rates, operating costs, capitalization rates, holding periods and discount rates. No impairment loss on our investments in unconsolidated joint ventures was recognized during the three years ended December 31, 2020. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with a maturity date of three months or less when purchased. These investments are stated at cost, which approximates fair value. The majority of our cash, cash equivalents and restricted cash are held at major commercial banks. Certain cash account balances exceed FDIC insurance limits of $ 250,000 per account and, as a result, there is a concentration of credit risk related to amounts in excess of the insurance limits. We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash, cash equivalents or restricted cash. ​ ​ Restricted Cash Restricted cash consists primarily of liquidity deposits escrowed for tenant obligations required by us pursuant to certain contractual terms and other deposits required by the U.S. Department of Housing and Urban Development (“HUD”) in connection with our mortgage borrowings guaranteed by HUD. ​ Goodwill Impairment We test goodwill for potential impairment at least annually in the fourth quarter, or more frequently if an event or other circumstance indicates that we may not be able to recover the carrying amount of the net assets of the reporting unit. In evaluating goodwill for impairment, we may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If we bypass the qualitative assessment, or if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we perform a quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount. ​ In evaluating goodwill for impairment, we assess qualitative factors such as a significant decline in real estate valuations, current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance or a significant decline in the value of our market capitalization, to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. Goodwill is not deductible for tax purposes. We have had no goodwill impairment charges for the last three fiscal years. ​ F-21 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Income Taxes Omega and its wholly owned subsidiaries were organized to qualify for taxation as a REIT under Section 856 through 860 of the Internal Revenue Code (“Code”). As long as we qualify as a REIT; we will not be subject to federal income taxes on the REIT taxable income that we distributed to stockholders, subject to certain exceptions. However, with respect to certain of our subsidiaries that have elected to be treated as TRSs, we record income tax expense or benefit, as those entities are subject to federal income tax similar to regular corporations. Omega OP is a pass-through entity for United States federal income tax purposes. We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes us to change our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carry-forwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur. We are subject to certain state and local income tax, franchise taxes and foreign taxes. The expense associated with these taxes are included in income tax expense on the Consolidated Statements of Operations. Stock-Based Compensation We recognize stock-based compensation expense adjusted for estimated forfeitures to employees and directors, in general and administrative in our Consolidated Statements of Operations on a straight-line basis over the requisite service period of the awards. Deferred Financing Costs and Original Issuance Premium and/or Discounts for Debt Issuance External costs incurred from the placement of our debt are capitalized and amortized on a straight-line basis over the terms of the related borrowings which approximates the effective interest method. Deferred financing costs related to our revolving line of credit are included in other assets on our Consolidated Balance Sheets and deferred financing costs related to our other borrowings are included as a direct deduction from the carrying amount of the related liability on our Consolidated Balance Sheets. Original issuance premium or discounts reflect the difference between the face amount of the debt issued and the cash proceeds received and are amortized on a straight-line basis over the term of the related borrowings. All premiums and discounts are recorded as an addition to or reduction from debt on our Consolidated Balance Sheets. Amortization of deferred financing costs and original issuance premiums or discounts totaled $ 10.1 million, $ 9.6 million and $ 9.0 million in 2020, 2019 and 2018, respectively, and are recorded in interest expense on our Consolidated Statements of Operations. When financings are terminated, unamortized deferred financing costs and unamortized premiums or discounts, as well as charges incurred for the termination, are recognized as expense or income at the time the termination is made. Gains and losses from the extinguishment of debt are presented in loss on debt extinguishment on our Consolidated Statements of Operations. Earnings Per Share The computation of basic earnings per share/unit (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the relevant period. Diluted EPS is computed using the treasury stock method, which is net income divided by the total weighted-average number of common outstanding shares plus the effect of dilutive common equivalent shares during the respective period. Dilutive common shares reflect the assumed issuance of additional common shares pursuant to certain of our share-based compensation plans, including restricted stock and profit interest units, performance restricted stock and profit interest units, the assumed issuance of additional shares related to Omega OP Units held by outside investors. F-22 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Redeemable Limited Partnership Unitholder Interests and Noncontrolling Interests Each of the Omega OP Units (other than the Omega OP Units owned by Omega) is redeemable at the election of the Omega OP Unit holder for cash equal to the then-fair market value of one share of Omega common stock, par value $ 0.10 per share (“Omega Common Stock”), subject to Omega’s election to exchange the Omega OP Units tendered for redemption for unregistered shares of Omega Common Stock on a one -for-one basis, subject to adjustment as set forth in Omega OP’s partnership agreement. As of December 31, 2020, Omega owns approximately 97 % of the issued and outstanding Omega OP Units, and investors own approximately 3 % of the outstanding Omega OP Units. Noncontrolling Interests Noncontrolling interests is the portion of equity not attributable to the respective reporting entity. We present the portion of any equity that we do not own in consolidated entities as noncontrolling interests and classify those interests as a component of total equity, separate from total stockholders’ equity on our Consolidated Balance Sheets. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Operations. As our ownership of a controlled subsidiary increases or decreases, any difference between the aggregate consideration paid to acquire the noncontrolling interests and our noncontrolling interest balance is recorded as a component of equity in additional paid-in capital, so long as we maintain a controlling ownership interest. The noncontrolling interest for Omega represents the outstanding Omega OP Units held by outside investors and interests in a consolidated real estate joint venture not fully owned by Omega. Foreign Operations The U.S. dollar (“USD”) is the functional currency for our consolidated subsidiaries operating in the U.S. The functional currency for our consolidated subsidiaries operating in the U.K. is the British Pound (“GBP”). For our consolidated subsidiaries whose functional currency is not the USD, we translate their financial statements into the USD. We translate assets and liabilities at the exchange rate in effect as of the financial statement date. Revenue and expense accounts are translated using an average exchange rate for the period. Gains and losses resulting from translation are included in accumulated other comprehensive loss (“AOCL”), as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interests, if applicable. We and certain of our consolidated subsidiaries may have intercompany and third-party debt that is not denominated in the entity’s functional currency. When the debt is remeasured against the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in results of operations, unless it is intercompany debt that is deemed to be long-term in nature in which case the adjustments are included in AOCL and a proportionate amount of gain or loss is allocated to noncontrolling interests, if applicable. F-23 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Derivative Instruments Cash flow hedges During our normal course of business, we may use certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities on the Consolidated Balance Sheets at fair value which is determined using a market approach and Level 2 inputs. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated in qualifying cash flow hedging relationships, the gain or loss on the derivative is recognized in AOCL as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest, if applicable. We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized liabilities or assets on the Consolidated Balance Sheets. We also assess and document, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, we discontinue hedge accounting prospectively and record the appropriate adjustment to earnings based on the current fair value of the derivative. As a matter of policy, we do not use derivatives for trading or speculative purposes. At December 31, 2020 and 2019, $ 1.0 million and $ 3.7 million, respectively, of qualifying cash flow hedges were recorded at fair value in accrued expenses and other liabilities on our Consolidated Balance Sheets. At December 31, 2020, $ 17.0 million of qualifying cash flow hedges were recorded at fair value in other assets on our Consolidated Balance Sheets. Net investment hedge The Company is exposed to fluctuations in the GBP against its functional currency, the USD, relating to its investments in healthcare-related real estate properties located in the U.K. The Company uses a nonderivative, GBP-denominated term loan to manage its exposure to fluctuations in the GBP-USD exchange rate. The foreign currency transaction gain or loss on the nonderivative hedging instrument that is designated and qualifies as a net investment hedge is reported in AOCL in our Consolidated Balance Sheets. Reclassification Certain line items on our Consolidated Statements of Operations and Consolidated Statements of Changes in Equity have been reclassified to conform to the current period presentation. Accounting Pronouncements Adopted in 2020 On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“Topic 848”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future London Inter-bank Offered Rate (“LIBOR”) indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. ​ F-24 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 3 – PROPERTIES Leased Property Our leased real estate properties, represented by 737 SNFs, 115 ALFs, 28 specialty facilities and two medical office buildings at December 31, 2020, are leased under provisions of single or master operating leases. Also see Note 4 – Direct Financing Leases for information regarding additional properties accounted for as direct financing leases. A summary of our investment in leased real estate properties is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2020 2019 ​ ​ (in thousands) ​ Buildings ​ $ 6,961,509 ​ $ 7,056,106 ​ Land ​ 883,765 ​ 901,246 ​ Furniture and equipment ​ 518,664 ​ 515,421 ​ Site improvements ​ 308,087 ​ 287,655 ​ Construction in progress ​ 30,129 ​ 225,566 ​ Total real estate investments ​ 8,702,154 ​ 8,985,994 ​ Less accumulated depreciation ​ ( 1,996,914 ) ​ ( 1,787,425 ) ​ Real estate investments – net ​ $ 6,705,240 ​ $ 7,198,569 ​ ​ For the years ended December 31, 2020, 2019 and 2018, we capitalized $ 10.0 million, $ 13.9 million and $ 11.1 million, respectively, of interest to our projects under development. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ ​ 2020 ​ 2019 ​ ​ (in thousands) ​ (in thousands) Rental income – operating leases ​ $ 741,681 ​ $ 792,010 Variable lease income – operating leases ​ ​ 11,746 ​ ​ 12,066 Total lease income ​ $ 753,427 ​ $ 804,076 ​ ​ ​ ​ ​ ​ ​ Real estate tax expense ​ $ 12,316 ​ $ 14,933 General and administrative – ground lease expense ​ ​ 1,448 ​ ​ 1,208 Total ​ $ 13,764 ​ $ 16,141 ​ The following amounts reflect the estimated contractual rents due to us for the remainder of the initial terms of our operating leases as of December 31, 2020: ​ ​ ​ ​ ​ ​ ​ (in thousands) 2021 ​ $ 867,780 2022 ​ ​ 868,976 2023 ​ ​ 863,985 2024 ​ ​ 875,099 2025 ​ ​ 878,956 Thereafter ​ ​ 4,259,773 Total ​ $ 8,614,569 ​ As of December 31, 2020 and 2019, the Company is a lessee under ground and/or facility leases related to 11 SNFs and two offices with annual rent of approximately $ 2.2 million. F-25 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 2020 Acquisitions and Other ​ The following table summarizes the significant asset acquisitions that occurred in 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Total ​ Initial ​ ​ Facilities Country/ Investment Annual ​ Period ​ SNF ALF ​ State ​ (in millions) ​ Cash Yield (1) ​ Q1 — 2 U.K. ​ $ 12.1 ​ 8.00 % Q1 ​ 1 — ​ IN ​ ​ 7.0 ​ 9.50 % Q2 ​ 1 — ​ OH ​ ​ 6.9 ​ 9.50 % Q4 ​ 6 1 ​ VA ​ ​ 78.4 ​ 9.50 % Total 8 3 ​ $ 104.4 ​ ​ (1) Initial annual cash yield reflects the initial annual contractual cash rent divided by the purchase price. ​ 2019 Acquisitions and Other The following table summarizes the significant transactions that occurred in 2019: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Total ​ ​ Initial ​ ​ Facilities Country/ Investment Annual ​ Period ​ SNF ALF Specialty MOB ​ State ​ (in millions) ​ ​ Cash Yield (1) ​ Q1 1 — — — OH ​ $ 11.9 (3) 12.00 % Q2 20 1 11 1 CA, CT, IN, NV, SC, TN, TX ​ 440.7 (2) 9.82 % Q2 7 1 3 — PA, VA ​ 131.8 (3) 9.35 % Q3 ​ 3 — — — NC, VA ​ 24.9 ​ 9.50 % Q4 ​ 58 2 — — FL, ID, KY, LA, MS, MO, MT, NC ​ 735.2 ​ 8.71 % Total 89 4 14 1 ​ $ 1,344.5 ​ ​ (1) Initial annual cash yield reflects the initial annual contractual cash rent divided by the purchase price. (2) The acquisition was accounted for as a business combination. The other acquisitions were accounted for as asset acquisitions. (3) Acquired via a deed-in-lieu of foreclosure. ​ Encore Portfolio Acquisition ​ On October 31, 2019, we completed the $ 757 million portfolio acquisition of 60 facilities (the “Encore Portfolio”). Consideration consisted of approximately $ 369 million of cash and the assumption of approximately $ 389 million in mortgage loans guaranteed by HUD. See Note 13 – Borrowing Arrangements for additional information. The following table highlights the fair value of the assets acquired and liabilities assumed on October 31, 2019: ​ ​ ​ ​ ​ ​ ​ (in thousands) Fair value of net assets acquired: ​ ​ ​ Real estate investments ​ $ 735,182 Other investments ​ 600 Contractual receivables ​ ​ 2,216 Cash ​ 227 Other assets ​ 28,173 Total investments ​ ​ 766,398 Secured borrowings ​ ​ ( 388,627 ) Accrued expenses and other liabilities ​ ​ ( 8,978 ) Fair value of net assets acquired ​ $ 368,793 ​ F-26 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ MedEquities Merger ​ On May 17, 2019, we completed our merger with MedEquities and its subsidiary operating partnership and the general partner of its subsidiary operating partnership. Pursuant to the Agreement and Plan of Merger, as amended by the First Amendment to the Agreement and Plan of Merger, dated March 26, 2019, (the “Merger Agreement”) we acquired MedEquities and MedEquities was merged with and into Omega (the “Merger”) at the effective time of the Merger with Omega continuing as the surviving company. In accordance with the Merger Agreement, each share of MedEquities common stock issued and outstanding immediately prior thereto was converted into the right to receive (i) 0.235 of a share of Omega common stock plus the right to receive cash in lieu of any fractional shares of Omega common stock, and (ii) an amount in cash equal to $ 2.00 (the “Cash Consideration”). In connection with the MedEquities Merger, we issued approximately 7.5 million shares of Omega common stock and paid approximately $ 63.7 million of cash consideration to former MedEquities stockholders. We borrowed approximately $ 350 million under our existing senior unsecured revolving credit facility to fund the cash consideration and the repayment of MedEquities’ previously outstanding debt. As a result of the MedEquities Merger, we acquired 33 facilities subject to operating leases, four mortgages, three other investments and an investment in an unconsolidated joint venture. We also acquired other assets and assumed debt and other liabilities. Based on the closing price of our common stock on May 16, 2019, the fair value of the consideration exchanged approximated $ 346 million. ​ Our purchase price allocation was finalized during the second quarter of 2020, with no material adjustments recorded. The following table highlights the final fair value of the assets acquired and liabilities assumed on May 17, 2019: ​ ​ ​ ​ ​ ​ ​ (in thousands) Fair value of net assets acquired: ​ ​ ​ Real estate investments ​ $ 440,690 Mortgage notes receivable ​ 108,097 Other investments ​ 19,192 Investment in unconsolidated joint venture ​ 73,834 Cash ​ 4,067 Contractual receivables ​ 1,002 Other assets (1) ​ 7,698 Total investments ​ ​ 654,580 Debt ​ ​ ( 285,100 ) Accrued expenses and other liabilities (2) ​ ​ ( 23,931 ) Fair value of net assets acquired ​ $ 345,549 ​ (1) Includes approximately $ 2.5 million in above market lease assets. (2) Includes approximately $ 1.1 million in below market lease liabilities. The MedEquities facilities acquired in 2019 are included in our results of operations from the date of acquisition. For the period from May 17, 2019 through December 31, 2019, we recognized approximately $ 35.2 million of total revenue from the assets acquired in connection with the MedEquities Merger. For the year ended December 31, 2019, we incurred approximately $ 5.1 million of acquisition and merger related costs associated with the MedEquities Merger. ​ F-27 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Pro Forma Acquisition Results ​ The following unaudited pro forma information presents consolidated financial information as if the MedEquities Merger occurred on January 1, 2018. In the opinion of management, all significant necessary adjustments to reflect the effect of the merger have been made. The following pro forma information is not indicative of future operations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pro Forma ​ ​ Year Ended December 31, ​ ​ 2019 ​ 2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pro forma revenues ​ $ 950,318 ​ $ 938,782 Pro forma net income ​ $ 362,220 ​ $ 321,232 ​ ​ ​ ​ ​ ​ ​ Earnings per share – diluted: ​ ​ ​ ​ ​ ​ Net income – as reported ​ $ 1.58 ​ $ 1.40 Net income – pro forma ​ $ 1.60 ​ $ 1.48 ​ 2018 Acquisitions and Other The following table summarizes the significant asset acquisitions that occurred in 2018: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Total ​ ​ Initial ​ ​ Facilities Country/ Investment Annual ​ Period ​ SNF ​ ALF/ILF ​ State ​ (in millions) ​ Cash Yield (3) ​ Q1 — 1 U.K. ​ $ 4.0 (1) 8.50 % Q1 — 1 U.K. ​ 5.7 (2) 8.50 % Q1 1 — PA ​ 7.4 ​ 9.50 % Q1 1 — VA ​ 13.2 ​ 9.50 % Q2 5 — TX ​ 22.8 ​ 9.50 % Q4 ​ 3 ​ 1 ​ PA ​ ​ 35.1 ​ ​ 9.50 % Q4 1 — IN ​ 8.3 ​ 9.50 % Q4 1 — OH ​ 9.2 ​ 9.50 % Total 12 3 ​ $ 105.7 ​ ​ (1) We recorded a non-cash deferred tax liability of approximately $ 0.4 million in connection with this acquisition. (2) We recorded a non-cash deferred tax liability of approximately $ 0.2 million in connection with this acquisition. (3) Initial annual cash yield reflects the initial annual contractual cash rent divided by the purchase price. ​ During 2018, we transitioned 21 SNFs and one ALF subject to direct financing leases (not reflected in the table above) with a net carrying value of approximately $ 184.5 million from an existing operator to five other existing operators subject to single or master operating leases with an initial annual cash yield of approximately 9 %. We recorded approximately $ 184.5 million of real estate investments consisting of land ($ 11.2 million), building and site improvements ($ 159.1 million) and furniture and fixtures ($ 14.2 million) in partial satisfaction of the direct financing leases. In connection with these transitions, we provided the new operators with working capital loans with a maximum borrowing capacity of $ 45.7 million, commitments to fund capital improvements up to $ 10.6 million and indemnities with a maximum funding of $ 7.4 million. Claims against these indemnities must occur within 18 months to 36 months of the transition date. These indemnities were provided to the new operators upon transition and would be utilized in the event that the prior operator does not perform under their transition agreements. As of December 31, 2020, we have not and we do not expect to fund a material amount under these indemnity agreements. F-28 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Asset Sales, Impairments and Other During the fourth quarter of 2020, we sold 16 facilities ( 12 were previously held for sale at September 30, 2020) for approximately $ 63.7 million in net cash proceeds recognizing a gain on sale of approximately $ 5.2 million. In addition, we recorded impairments on real estate properties of approximately $ 30.2 million on seven facilities (none of which were reclassified to held for sale). In 2020, we sold 43 facilities ( six were previously held for sale at December 31, 2019) for approximately $ 180.9 million in net cash proceeds recognizing a net gain of approximately $ 19.1 million. In addition, we recorded impairments on real estate properties of approximately $ 76.0 million on 25 facilities. After considering the impairments recorded and facilities sold during the year, the total net recorded investment in these properties was approximately $ 12.3 million as of December 31, 2020, with approximately $ 0.2 million related to properties classified as assets held for sale. Our impairments were offset by approximately $ 3.5 million of insurance proceeds received related to a facility that was previously destroyed and impaired. In 2019, we sold 34 facilities ( one was previously held for sale at December 31, 2018) for approximately $ 219.3 million in net cash proceeds recognizing a net gain of approximately $ 55.7 million. In addition, we recorded net impairments on real estate properties of approximately $ 45.3 million on 23 facilities. After considering the impairments recorded and facilities sold during the year, the total net recorded investment in these properties was approximately $ 23.4 million as of December 31, 2019, with approximately $ 4.6 million related to properties classified as assets held for sale. Our impairments were offset by approximately $ 3.7 million of insurance proceeds received related to two facilities that were previously destroyed and impaired. ​ In 2018, we sold 78 facilities ( 22 previously held for sale at December 31, 2017) subject to operating leases for approximately $ 309.6 million in net proceeds recognizing a gain on sale of approximately $ 24.8 million. In addition, we recorded impairments on real estate properties of approximately $ 35.0 million on 35 facilities. Our impairments were offset by $ 5.2 million of insurance proceeds received related to a facility destroyed in November 2017. After considering the impairments recorded and facilities sold during the year, the total net recorded investment in these properties was approximately $ 14.8 million as of December 31, 2018, with approximately $ 1.0 million related to properties classified as assets held for sale. ​ Of the 78 facilities sold during 2018, we sold 12 SNFs on June 1, 2018 secured by HUD mortgages to subsidiaries of an existing operator. The Company sold the 12 SNF facilities with carrying values of approximately $ 62 million for approximately $ 78 million which consisted of $ 25 million of cash consideration and their assumption of approximately $ 53 million of our HUD mortgages. See Note 13 – Borrowing Arrangements for additional details. Simultaneously, subsidiaries of the operator assumed our HUD restricted cash accounts, deposits and escrows. The Company recorded a gain on sale of approximately $ 11 million after approximately $ 5 million of closing and other transaction related costs. In connection with this sale, we provided a principal of an existing operator an unsecured loan of approximately $ 39.7 million. ​ The recorded impairments were primarily the result of decisions to exit certain non-strategic facilities and/or operators. We reduced the net book value of the impaired facilities to their estimated fair values or, with respect to the facilities reclassified to held for sale, to their estimated fair value less costs to sell. To estimate the fair value of the facilities, we utilized a market approach which considered binding sale agreements (a Level 1 input) and/or non-binding offers from unrelated third parties and/or broker quotes (a Level 3 input). ​ F-29 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 4 – DIRECT FINANCING LEASES The components of investments in direct financing leases consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2020 2019 ​ ​ (in thousands) ​ Minimum lease payments receivable ​ $ 25,947 ​ $ 27,227 ​ Less unearned income ​ ( 14,489 ) ​ ( 15,522 ) ​ Investment in direct financing leases ​ 11,458 ​ 11,705 ​ Less allowance for credit losses on direct financing leases ​ ( 694 ) ​ ( 217 ) ​ Investment in direct financing leases – net ​ $ 10,764 ​ $ 11,488 ​ ​ ​ ​ ​ ​ ​ ​ ​ Properties subject to direct financing leases ​ 1 ​ 2 ​ Number of direct financing leases ​ 1 ​ 2 ​ ​ ​ Orianna Direct Financing Lease ​ On January 11, 2019, pursuant to a bankruptcy court order, affiliates of Orianna Health Systems (“Orianna”) purchased the remaining 15 SNFs (during 2018 we recorded $ 27.2 million of additional impairment to reduce the remaining investment in the direct financing lease covering 15 facilities located in the Southeast region of the U.S. to their estimated fair values) subject to the direct financing lease with Orianna for $ 176 million of consideration, comprised of $ 146 million in cash received by Orianna and a $ 30.0 million seller note held by the Company. The $ 30.0 million note bears interest at 6 % per annum and matures on January 11, 2026. Interest on the unpaid principal balance is due quarterly in arrears. Commencing on January 11, 2022, quarterly principal payments are due based on a 15-year amortization schedule on the then outstanding principal balance of the loan. On the same date, Orianna repaid $ 25.0 million of our then outstanding debtor in possession financing, including all related interest. On January 16, 2019, the bankruptcy court confirmed Orianna’s plan of reorganization, creating a Distribution Trust (the “Trust”) to distribute the proceeds from Orianna’s sale of the remaining 15 SNFs, as well as the Trust’s collections of Orianna’s accounts receivable portfolio. In January 2019, we reclassified our net investment in direct financing lease of $ 115.8 million from the Trust to other assets on our Consolidated Balance Sheets. For the period from January 16, 2019 through December 31, 2019, we received approximately $ 94 million from the Trust as a partial liquidation. ​ In March 2019, we received updated information from the Trust indicating diminished collectibility of the accounts receivable owed to us. As a result, we recorded an additional $ 7.7 million allowance. As of December 31, 2019, our remaining receivable from the Trust was approximately $ 14.1 million which was recorded in other assets on our Consolidated Balance Sheets. During 2020, we received approximately $ 17.2 million from the Trust of which approximately $ 3.1 million is recorded in (recovery) impairment of direct financing leases on our Consolidated Statements of Operations. ​ NOTE 5 - MORTGAGE NOTES RECEIVABLE As of December 31, 2020, mortgage notes receivable relate to nine fixed rate mortgages on 62 long-term care facilities. The mortgage notes are secured by first mortgage liens on the borrowers’ underlying real estate and personal property. The mortgage notes receivable relate to facilities located in eight states, operated by seven independent healthcare operating companies. We monitor compliance with mortgages and when necessary have initiated collection, foreclosure and other proceedings with respect to certain outstanding loans. F-30 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ The principal amounts outstanding of mortgage notes receivable, net of allowances, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2020 2019 ​ ​ (in thousands) ​ Mortgage note due 2027 ; interest at 10.59 % ​ $ 112,500 ​ $ 112,500 ​ Mortgage notes due 2029 ; interest at 10.53 % (1) ​ 670,015 ​ 526,520 ​ Other mortgage notes outstanding (2) ​ 136,043 ​ 139,448 ​ Mortgage notes receivable, gross ​ 918,558 ​ 778,468 ​ Allowance for credit losses on mortgage notes receivable ​ ( 33,245 ) ​ ( 4,905 ) ​ Total mortgages — net ​ $ 885,313 ​ $ 773,563 ​ (1) Approximates the weighted average interest rate on 46 facilities. Two notes totaling approximately $ 29.7 million are construction mortgages with maturities in 2021 . Two mortgage notes totaling $ 43.2 million mature in 2021 and the remaining loan balance matures in 2029 . (2) Other mortgage notes outstanding have a weighted average interest rate of 9.41 % per annum and maturity dates through 2028 . ​ $ 112.5 Million of Mortgage Note due 2027 On January 17, 2014, we entered into a $ 112.5 million first mortgage loan with an existing operator. The loan is secured by seven SNFs and two ALFs located in Pennsylvania and Ohio, respectively. The mortgage is cross-defaulted and cross-collateralized with our existing master lease with the operator. In March 2018, we extended the maturity date to January 31, 2027 and provided an option to extend the maturity for a five year period through January 31, 2032 and a second option to extend the maturity through September 30, 2034 . $ 670 Million of Ciena Healthcare (“Ciena”) Mortgage Notes due 2029 ● $ 415 million amortizing mortgage (the “Master Mortgage”) that matures in 2029 . The Master Mortgage note bore an initial interest rate of 9.0 % per annum which increases by 0.225 % per annum. In May 2020, we amended the Master Mortgage to increase the interest rate by 54 basis points from 10.13 % per annum to 10.67 % per annum and we sold eight SNFs and one ALF located in Michigan to Ciena for $ 83.5 million (as discussed below). As of December 31, 2020, the outstanding principal balance of the Master Mortgage note is approximately $ 374.6 million and is secured by 25 facilities. ● Additional borrowings in the form of incremental facility mortgages, construction and/or improvement mortgages with maturities through 2029 with initial annual interest rates ranging between 8.5 % and 10 % and fixed annual escalators of 2 % or 2.5 % over the prior year’s interest rate, or a fixed increase of 0.225 % per annum. As of December 31, 2020, the outstanding principal balance of these mortgage notes which are secured by five facilities is approximately $ 124.9 million. ● $ 44.7 million mortgage note related to five SNFs located in Michigan. The mortgage note matures on June 30, 2029 and bears an initial annual interest rate of 9.5 % which increases each year by 0.225 %. As of December 31, 2020, the outstanding principal balance of this mortgage note is approximately $ 43.9 million. Additionally, the Company committed to fund an additional $ 9.6 million to Ciena if certain performance metrics are achieved by the portfolio. ● $ 83.5 million mortgage note related to eight SNFs and one ALF located in Michigan. These nine facilities were formerly leased to Ciena and were sold to Ciena by issuance of a first mortgage on May 1, 2020. In connection with this sale, we recorded a loss of $ 3.6 million related to the write-off of the nine facilities’ straight-line rent receivable. The mortgage note matures on June 30, 2029 and bears an initial annual interest rate of 10.31 % which increases each year by 2 % . As of December 31, 2020, the outstanding principal balance of this mortgage note is approximately $ 83.4 million. F-31 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ● $ 43.2 million of mortgage notes related to two SNFs located in Ohio. The mortgage notes mature on June 30, 2021 and bears an initial annual interest rate of 9.5 % . As of December 31, 2020, the outstanding principal balance of these mortgage notes is approximately $ 43.2 million. The mortgage notes with Ciena are cross-defaulted and cross-collateralized with our existing master lease and other investment notes with the operator. NOTE 6 - OTHER INVESTMENTS A summary of our other investments is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2020 2019 ​ ​ ​ (in thousands) ​ Other investment notes due 2022 ; interest at 13.12 % (1) ​ $ 83,636 $ 77,087 ​ Other investment notes due 2024 - 2025 ; interest at 8.12 % (1) ​ ​ 56,987 ​ 58,687 ​ Other investment note due 2023 ; interest at 12.00 % ​ 49,973 ​ ​ 52,213 ​ Other investment notes due 2030 ; interest at 7.00 % ​ 147,148 ​ 65,000 ​ Other investment notes outstanding (2) ​ 161,155 ​ 166,241 ​ Total other investments, gross ​ ​ 498,899 ​ ​ 419,228 ​ Allowance for credit losses on other investments ​ ​ ( 31,457 ) ​ ​ — ​ Total other investments - net ​ $ 467,442 ​ $ 419,228 ​ (1) Approximate weighted average interest rate as of December 31, 2020. (2) Other investment notes have a weighted average interest rate of 7.75 % and maturity dates through 2028 . Other investment notes due 2022 On March 6, 2018, we amended certain terms of our $ 48.0 million secured term loan with Genesis. The $ 48.0 million term loan bears interest at a fixed rate of 14 % per annum, of which 9 % per annum is paid-in-kind and was initially scheduled to mature on July 29, 2020 . The maturity date of this loan was extended to January 1, 2022 . This term loan (and the $ 16.0 million term loan discussed below) are secured by a first priority lien on and security interest in certain collateral of Genesis. As of December 31, 2020, approximately $ 65.2 million is outstanding on this term loan. ​ Also on March 6, 2018, we provided Genesis an additional $ 16.0 million secured term loan bearing interest at a fixed rate of 10 % per annum, of which 5 % per annum is paid-in-kind, and was initially scheduled to mature on July 29, 2020 . The maturity date of this loan was extended to January 1, 2022 . As of December 31, 2020, approximately $ 18.4 million is outstanding on this term loan. ​ As of December 31, 2020, our total other investments outstanding with Genesis was approximately $ 83.6 million. We evaluated our loans with Genesis for impairment during 2020, with no incremental provision for credit loss recognized given the underlying collateral value. F-32 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Other investment notes due 2024-2025 ​ On September 30, 2016, we acquired and amended a term loan with a fair value of approximately $ 37.0 million with Agemo. A $ 5.0 million tranche of the term loan that bore interest at 13 % per annum was repaid in August 2017. The remaining $ 32.0 million tranche of the term loan bears interest at 9 % per annum and currently matures on December 31, 2024 . The $ 32.0 million term loan is secured by a security interest in certain collateral of Agemo. During the third quarter of 2020, we concluded that the $ 32.0 million term loan was impaired, based in part on our consideration of information we received in the quarter from the operator regarding substantial doubt as to its ability to continue as a going concern. We recorded a provision for credit loss of $ 22.7 million to reduce the carrying value of this loan to the fair value of the underlying collateral, which was limited to our $ 9.3 million letter of credit (a Level 1 input) and placed the loan on a cash basis. We also fully reserved approximately $ 3.8 million of contractual interest receivable related to the $ 32.0 million term loan (see Note 2 – Summary of Significant Accounting Policies). As of December 31, 2020, the carrying amount of the loan, net of allowances is approximately $ 9.3 million. On May 7, 2018, we provided Agemo a $ 25.0 million secured working capital loan bearing interest at 7 % per annum that matures on April 30, 2025 . The working capital loan is primarily secured by a collateral package that includes a second lien on the accounts receivable of the borrowers. The proceeds of the working capital loan were used to pay operating expenses, settlement payments, fees, taxes and other costs approved by the Company. As of December 31, 2020, approximately $ 25.0 million is outstanding on this working capital loan. During 2020, no incremental provision for credit loss was recorded for this loan given the underlying collateral value. ​ On November 5, 2019, we provided Agemo a $ 1.7 million term loan (which was added to the $ 32.0 million term loan) bearing interest at a fixed rate of 9 % per annum with a scheduled maturity in January 2021. This loan was repaid in 2020. ​ On February 28, 2020, we provided an affiliate of Agemo a $ 3.5 million term loan bearing interest at a fixed rate of 10 % per annum (with the interest paid-in-kind) with a scheduled maturity in February 2021. This loan was repaid in 2020. ​ At December 31, 2020, the total carrying value of our loans outstanding with Agemo and its affiliates, net of allowances for credit losses, is approximately $ 34.3 million. ​ Other investment note due 2023 ​ On February 26, 2016, we acquired and funded a $ 50.0 million mezzanine loan at a discount of approximately $ 0.75 million. In May 2018, the Company amended the mezzanine loan with the borrower which is secured by an equity interest in subsidiaries of the borrower. As part of the refinancing, we increased the mezzanine loan by $ 10.0 million, extended the maturity date to May 31, 2023 and fixed the interest rate at 12 % per annum. The mezzanine loan requires semi-annual principal payments of $ 2.5 million commencing December 31, 2018. As of December 31, 2020, our total other investments outstanding with this borrower was approximately $ 50.0 million. In connection with the amendment, we recognized fees of approximately $ 1.1 million of which $ 0.5 million was paid at closing with the remainder due at maturity. The discount and loan fees are deferred and are being recognized on an effective basis over the term of the loan. ​ Other investment notes due 2030 ​ In 2015 and 2017, we entered into two separate $ 50.0 million and $ 15.0 million secured revolving credit facilities with Maplewood and its subsidiaries. These revolving credit facilities bore interest at approximately 6.66 % per annum and 9.5 % per annum, respectively, and were initially scheduled to mature in 2023. As a part of an overall restructuring with this operator, we entered into a $ 220.5 million secured revolving credit facility with Maplewood on July 31, 2020, of which $ 132.1 million was drawn at closing. The funds drawn at closing were used to repay our prior credit facilities with Maplewood, as well as other lease obligations owed to us, of which approximately $ 55.4 million was scheduled to be repaid at termination of the master lease. Loan proceeds under the new credit facility may also be used to fund Maplewood’s working capital needs. Loans made under this facility bear interest at a fixed rate of 7 % per annum and mature on June 30, 2030. As of December 31, 2020, $ 147.1 million remains outstanding on this credit facility to Maplewood. F-33 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ As a result of entering into the $ 220.5 million secured revolving credit facility in July 2020, we reassessed our relationship with Maplewood and concluded that Maplewood was a VIE (see Note 7 – Variable Interest Entities). ​ Other investment note outstanding ​ On April 17, 2020, we provided a $ 17.6 million unsecured loan to a subsidiary of Second Spring Healthcare Investments (an entity in which we have an approximate 15 % ownership interest, see Note 8 – Investments in Joint Ventures). The loan bears interest at the greater of the prime interest rate or 3-month LIBOR plus 2.75 % per annum and is due on demand. As of December 31, 2020, the loan bears interest at 3.25 % per annum and has a total outstanding balance of $ 17.6 million. ​ NOTE 7 – VARIABLE INTEREST ENTITIES The following operators are considered VIEs as of December 31, 2020 and 2019. Below is a summary of our assets and liabilities associated with each operator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 ​ December 31, 2019 ​ ​ ​ Agemo Maplewood ​ Agemo ​ ​ ​ (in thousands) ​ (in thousands) ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate investments – net ​ $ 371,010 $ 750,488 ​ $ 403,389 ​ Other investments ​ 34,253 147,148 ​ ​ 58,687 ​ Contractual receivables ​ 346 887 ​ ​ 18,113 ​ Straight-line rent receivables ​ — ( 56,664 ) ​ ​ 46,247 ​ Lease inducement ​ ​ — ​ 69,666 ​ ​ 6,810 ​ Subtotal ​ 405,609 911,525 ​ ​ 533,246 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ Net in-place lease liability ​ ​ — ​ ( 331 ) ​ ​ — ​ Contingent liability ​ ​ — ​ ( 43,915 ) ​ ​ — ​ Subtotal ​ — ( 44,246 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Collateral ​ ​ ​ ​ Letters of credit ​ ( 9,253 ) — ​ ​ ( 9,253 ) ​ Personal guarantee ​ ( 8,000 ) ( 40,000 ) ​ ​ ( 8,000 ) ​ Other collateral ​ ( 371,010 ) ( 750,488 ) ​ ​ ( 403,389 ) ​ Subtotal ​ ( 388,263 ) ( 790,488 ) ​ ​ ( 420,642 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum exposure to loss ​ $ 17,346 $ 76,791 ​ $ 112,604 ​ ​ In determining our maximum exposure to loss from these VIEs, we considered the underlying value of the real estate subject to leases with these operators and other collateral, if any, supporting our other investments, which may include accounts receivable, security deposits, letters of credit or personal guarantees, if any, as well as other liabilities. See Note 6 – Other Investments regarding the terms of our Other Investments with these two operators. F-34 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ The table below reflects our total revenues from Agemo and Maplewood for the years ended December 31, 2020, 2019 and 2018: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 ​ 2019 ​ 2018 ​ ​ ​ ​ Agemo ​ Maplewood ​ Agemo ​ Maplewood ​ Agemo ​ Maplewood ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental (loss) income (1) ​ ​ ​ $ ( 22,387 ) ​ $ 52,442 ​ $ 60,639 ​ $ 39,111 ​ $ 59,291 ​ $ 33,892 Other investment income ​ ​ ​ 4,913 ​ 6,951 ​ 4,502 ​ 4,821 ​ 3,500 ​ 4,615 Total (2) ​ ​ ​ $ ( 17,474 ) ​ $ 59,393 ​ $ 65,141 ​ $ 43,932 ​ $ 62,791 ​ $ 38,507 (1) The rental income related to Agemo for the year ended December 31, 2020, reflects the write-off of approximately $ 75.3 million of contractual rent receivable, straight-line rent receivable and lease inducements (see Note 2 – Summary of Significant Accounting Policies). (2) For the years ended December 31, 2020, 2019 and 2018, we received cash rental income and other investment income from Agemo of approximately $ 53.9 million, $ 53.7 million and $ 56.8 million, respectively. For the years ended December 31, 2020, 2019 and 2018, we received cash rental income and other investment income from Maplewood of approximately $ 69.6 million, $ 44.9 million and $ 35.5 million, respectively. ​ ​ ​ NOTE 8 – INVESTMENTS IN JOINT VENTURES Unconsolidated Joint Ventures The Company owns interests in the following entities that are accounted for under the equity method (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Amount ​ ​ Ownership ​ Initial Investment ​ ​ ​ ​ Facility ​ Facilities at ​ December 31, ​ December 31, Entity (1) ​ % ​ Date ​ ​ Investment (2) ​ Type ​ 12/31/2020 ​ 2020 2019 Second Spring Healthcare Investments (3) ​ 15 % ​ 11/1/2016 ​ $ 50,032 ​ SNF ​ 21 ​ $ 17,700 $ 22,504 Lakeway Realty, L.L.C. (4) ​ 51 % ​ 5/17/2019 ​ ​ 73,834 ​ Specialty facility ​ 1 ​ ​ 72,318 ​ ​ 73,273 Cindat Joint Venture (5) ​ 49 % ​ 12/18/2019 ​ ​ 105,688 ​ ALF ​ 67 ​ ​ 110,360 ​ ​ 103,976 OMG Senior Housing, LLC ​ 50 % ​ 12/6/2019 ​ ​ — ​ ILF ​ 1 ​ — ​ — OH CHS SNP, Inc. ​ 9 % ​ 12/20/2019 ​ ​ 746 ​ N/A ​ N/A ​ ​ 260 ​ ​ 131 ​ ​ ​ ​ ​ ​ $ 230,300 ​ ​ ​ ​ ​ $ 200,638 ​ $ 199,884 (1) These entities and their subsidiaries are not consolidated by the Company because it does not control, through voting rights or other means, the joint venture. (2) Our investment includes our transaction costs, if any. (3) The Company made a loan of $ 17.6 million to the venture which is included in other investments. See Note 6 – Other Investments. During 2020, this joint venture sold 16 SNFs subject to an operating lease for approximately $ 259.1 million in net cash proceeds and recognized a gain on sale of approximately $ 40.4 million. During 2019, this joint venture sold 14 SNFs subject to an operating lease for approximately $ 311.8 million in net cash proceeds and recognized a gain on sale of approximately $ 64.0 million. During 2018, this joint venture sold 13 SNFs subject to an operating lease for approximately $ 164.0 million in net cash proceeds and recognized a loss on sale of approximately $ 4.6 million. During 2018, this joint venture also recorded $ 4.2 million of impairment expense on these real estate properties. (4) We acquired an interest in a joint venture that owns the Lakeway Regional Medical Center (the “Lakeway Hospital”) in Lakeway, Texas. Our initial basis difference of approximately $ 69.9 million is being amortized on a straight-line basis over 40 years to income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations. The lessee of the Lakeway Hospital has an option to purchase the facility from the joint venture. The lessee also has a right of first refusal and a right of first offer in the event the joint venture intends to sell or otherwise transfer Lakeway Hospital. (5) We acquired a 49 % interest in Cindat Ice Portfolio JV, GP Limited, Cindat Ice Portfolio Holdings, LP and Cindat Ice Portfolio Lender, LP. Cindat Ice Portfolio Holdings, LP owns 67 care homes leased to two operators in the U.K. pursuant to operating leases. Cindat Ice Portfolio Lender, LP holds loans to a third-party operator. Our investment in Cindat Joint Venture consists primarily of real estate. Our initial basis difference of approximately $ 35 million is being amortized on a straight-line basis over approximately 40 years to income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations. F-35 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ The following table reflects our income (loss) from unconsolidated joint ventures for the years ended December 31, 2020, 2019 and 2018: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, Entity ​ 2020 2019 2018 ​ ​ (in thousands) ​ ​ ​ Second Spring Healthcare Investments ​ $ 2,807 ​ $ 9,490 ​ $ 381 Lakeway Realty, L.L.C. ​ ​ 2,483 ​ 1,479 ​ — Cindat Joint Venture ​ 1,812 ​ ( 22 ) ​ — OMG Senior Housing, LLC ​ ( 497 ) ​ — ​ — OH CHS SNP, Inc. ​ ( 462 ) ​ — ​ — Total ​ $ 6,143 ​ $ 10,947 ​ $ 381 ​ Lakeway Realty, L.L.C. In connection with the MedEquities Merger on May 17, 2019, the Company acquired a first mortgage lien issued to Lakeway Realty, L.L.C in the original principal amount of approximately $ 73.0 million bearing interest at 8 % per annum based on a 25-year amortization schedule and maturing on March 20, 2025 . We determined the acquisition date fair value of the acquired mortgage was $ 69.1 million. As of December 31, 2020 and 2019, this mortgage has a carrying value of $ 67.0 million and $ 68.3 million, respectively. Asset Management Fees We receive asset management fees from certain joint ventures for services provided. For the years ended December 31, 2020, 2019 and 2018, we recognized approximately $ 1.2 million, $ 0.9 million and $ 1.8 million, respectively, of asset management fees. These fees are included in miscellaneous income in the accompanying Consolidated Statements of Operations. NOTE 9 – ASSETS HELD FOR SALE The following is a summary of our assets held for sale: ​ ​ ​ ​ ​ ​ ​ Properties Held For Sale ​ Number of Net Book Value ​ Properties ​ (in thousands) December 31, 2018 3 ​ $ 989 Properties sold (1) ( 8 ) ​ ​ ( 6,486 ) Properties added (2) 11 ​ ​ 10,419 December 31, 2019 6 ​ ​ 4,922 Properties sold (1) ( 25 ) ​ ​ ( 126,532 ) Properties added (2) 41 ​ ​ 203,062 December 31, 2020 (3) 22 ​ $ 81,452 (1) In 2019, we sold seven facilities for approximately $ 22.9 million in net proceeds recognizing a gain on sale of approximately $ 14.8 million. One facility classified as held for sale at December 31, 2018 was no longer considered held for sale during the second quarter of 2019 and was reclassified to leased property at approximately $ 0.3 million which represents the facility’s then carrying value adjusted for depreciation that was not recognized while classified as held for sale. In 2020, we sold 25 facilities and a parcel of land for approximately $ 142.8 million in net proceeds recognizing a gain on sale of approximately $ 16.2 million. (2) In 2019, we recorded approximately $ 9.2 million of impairment expense to reduce eight facilities’ book values to their estimated fair values less costs to sell before they were reclassified to assets held for sale. In 2020, we recorded approximately $ 36.4 million of impairment expense to reduce 11 facilities’ book values to their estimated fair values less costs to sell before they were reclassified to assets held for sale. (3) We plan to sell the facilities classified as held for sale at December 31, 2020 within the next twelve months. ​ F-36 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 10 – INTANGIBLES The following is a summary of our lease intangibles as of December 31, 2020 and 2019: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2020 ​ 2019 ​ ​ ​ (in thousands) ​ Assets: ​ ​ ​ ​ Above market leases ​ $ 22,822 ​ $ 49,240 ​ Accumulated amortization ​ ( 20,882 ) ( 21,227 ) ​ Net above market leases ​ $ 1,940 ​ $ 28,013 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Below market leases ​ $ 139,515 ​ $ 147,292 ​ Accumulated amortization ​ ( 100,996 ) ( 87,154 ) ​ Net below market leases ​ $ 38,519 ​ $ 60,138 ​ ​ For the years ended December 31, 2020, 2019 and 2018, our net amortization related to intangibles was $ 14.2 million, $ 5.9 million and $ 10.7 million, respectively. The estimated net amortization related to these intangibles for the subsequent five years is as follows: 2021 – $ 6.8 million; 2022 – $ 4.7 million; 2023 – $ 4.5 million; 2024 – $ 4.4 million; 2025 – $ 4.2 million and $ 11.9 million thereafter. As of December 31, 2020, the weighted average remaining amortization period of above market lease assets is approximately ten years and of below market lease liabilities is approximately eight years . The following is a summary of our goodwill: ​ ​ ​ ​ ​ (in thousands) Balance as of December 31, 2019 ​ $ 644,415 Add: foreign currency translation ​ 438 Add: goodwill from business combination ​ 6,884 Balance as of December 31, 2020 ​ $ 651,737 ​ ​ NOTE 11 - CONCENTRATION OF RISK As of December 31, 2020, our portfolio of real estate investments consisted of 967 healthcare facilities, located in 40 states and the U.K. and operated by 69 third-party operators. Our investment in these facilities, net of impairments and allowances, totaled approximately $ 9.7 billion at December 31, 2020, with approximately 97 % of our real estate investments related to long-term care facilities. Our portfolio is made up of 738 SNFs, 115 ALFs, 28 specialty facilities, two medical office buildings, fixed rate mortgages on 56 SNFs, three ALFs and three specialty facilities and 22 facilities that are held for sale. At December 31, 2020, we also held other investments of approximately $ 467.4 million, consisting primarily of secured loans to third-party operators of our facilities and $ 200.6 million of investment in five unconsolidated joint ventures. At December 31, 2020 and 2019, we had investments with one operator/or manager that exceeded 10% of our total investments: Ciena Healthcare (“Ciena”). Ciena generated approximately 11 %, 10 % and 11 % of our total revenues for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019, we had approximately $ 16.0 million and $ 21.6 million, respectively of other investments outstanding with Ciena and $ 30.3 million and $ 32.6 million, respectively of contractual receivables, other receivables and lease inducements with Ciena. At December 31, 2020, the three states in which we had our highest concentration of investments were Florida ( 14 %), Texas ( 9 %) and Michigan ( 7 %). F-37 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 12 - LEASE AND MORTGAGE DEPOSITS We obtain liquidity deposits and other deposits, security deposits and letters of credit from certain operators pursuant to our lease and mortgage agreements. These generally represent the rental and/or mortgage interest for periods ranging from three to six months with respect to certain of our investments or the required deposits in connection with our HUD borrowings. At December 31, 2020 and 2019, we held $ 4.0 million and $ 9.3 million, respectively, in liquidity and other deposits, $ 43.2 million and $ 38.6 million, respectively, in security deposits and $ 52.5 million and $ 54.2 million, respectively, in letters of credit. ​ The liquidity deposits and other deposits, security deposits and the letters of credit may be used in the event of lease and/or loan defaults, subject to applicable limitations under bankruptcy law with respect to operators filing under Chapter 11 of the United States Bankruptcy Code. Liquidity deposits and other deposits are recorded as restricted cash on our Consolidated Balance Sheets with the offset recorded as a liability in accrued expenses and other liabilities on our Consolidated Balance Sheets. Security deposits related to cash received from the operators are primarily recorded in cash and cash equivalents on our Consolidated Balance Sheets with a corresponding offset in accrued expenses and other liabilities on our Consolidated Balance Sheets. Additional security for rental and mortgage interest revenue from operators is provided by covenants regarding minimum working capital and net worth, liens on accounts receivable and other operating assets of the operators, provisions for cross-default, provisions for cross-collateralization and by corporate or personal guarantees. ​ F-38 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 13 - BORROWING ARRANGEMENTS The following is a summary of our long-term borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest Rate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ as of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ December 31, ​ Net Proceeds Maturity 2020 ​ 2020 2019 ​ (in millions) ​ ​ ​ (in thousands) Secured borrowings: ​ ​ ​ HUD mortgages (1)(2) ​ ​ ​ 2046 - 2052 ​ 3.01 % ​ $ 367,249 ​ $ 387,405 Term loan (3) ​ 2021 3.50 % ​ ​ 2,275 ​ ​ 2,275 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 369,524 ​ ​ 389,680 Unsecured borrowings: ​ ​ ​ ​ Revolving line of credit (4)(5) ​ 2021 1.27 % ​ 101,158 ​ 125,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. term loan (5) ​ N/A N/A ​ ​ — ​ 350,000 Sterling term loan (5)(6) ​ 2022 1.47 % ​ 136,700 ​ 132,480 Omega OP term loan (7) ​ 2022 3.29 % ​ 50,000 ​ 75,000 2015 term loan (5) ​ N/A N/A ​ ​ — ​ 250,000 Deferred financing costs – net ​ ​ ​ ( 351 ) ​ ( 2,742 ) Total term loans – net ​ ​ ​ 186,349 ​ 804,738 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Senior Notes: (5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 notes $ 692.0 2023 4.375 % ​ 700,000 ​ 700,000 2024 notes ​ 394.3 2024 4.950 % ​ 400,000 ​ 400,000 2025 notes ​ 397.7 2025 4.500 % ​ 400,000 ​ 400,000 2026 notes ​ 594.4 2026 5.250 % ​ 600,000 ​ 600,000 2027 notes ​ 683.0 2027 4.500 % ​ 700,000 ​ 700,000 2028 notes ​ 540.8 2028 4.750 % ​ 550,000 ​ 550,000 2029 notes ​ 487.8 2029 3.625 % ​ 500,000 ​ 500,000 2031 notes (8) ​ 680.5 ​ 2031 ​ 3.375 % ​ ​ 700,000 ​ ​ — Subordinated debt (2) ​ 2021 9.000 % ​ 20,000 ​ 13,541 Discount – net ​ ​ ( 31,709 ) ​ ( 23,041 ) Deferred financing costs – net ​ ​ ( 26,070 ) ​ ( 23,778 ) Total senior notes and other unsecured borrowings – net ​ ​ 4,512,221 ​ 3,816,722 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total unsecured borrowings – net ​ ​ 4,799,728 ​ 4,746,460 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total secured and unsecured borrowings – net (9) ​ ​ $ 5,169,252 ​ $ 5,136,140 (1) Reflects the weighted average annual contractual interest rate on the mortgages at December 31, 2020. Secured by real estate assets with a net carrying value of $ 571.2 million as of December 31, 2020. (2) Wholly owned subsidiaries of Omega OP are the obligor on these borrowings. (3) Borrowing is the debt of a consolidated joint venture. (4) The Revolving line of credit matures on May 25, 2021, subject to an option by us to extend such maturity date for two , six month periods. (5) Guaranteed by Omega OP. (6) Actual borrowing in British Pounds Sterling and remeasured to USD. (7) Omega OP is the obligor on this borrowing. (8) We used the proceeds from this offering to repay the outstanding balance on our U.S. term loan, our 2015 term loan and pay down the Omega OP term loan and Revolving line of credit. (9) All borrowings are direct borrowings of Parent unless otherwise noted. F-39 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ​ Secured Borrowings HUD Mortgage Debt ​ On October 31, 2019, we assumed approximately $ 389 million in mortgage loans guaranteed by HUD. The HUD loans have maturity dates between 2046 and 2052 with fixed interest rates ranging from 2.82 % per annum to 3.24 % per annum. The HUD loans may be prepaid subject to an initial penalty of 10 % of the remaining principal balances in the first year and the prepayment penalty decreases each subsequent year by 1 % until no penalty is required. On August 26, 2020, we paid approximately $ 13.7 million to retire two mortgage loans guaranteed by HUD that were assumed in 2019 and had an average interest rate of 3.08 % per annum with maturities in 2051 and 2052 . The payoff included a $ 0.9 million prepayment fee which is included in loss on debt extinguishment on our Consolidated Statements of Operations. ​ All HUD loans are subject to the regulatory agreements that require escrow reserve funds to be deposited with the loan servicer for mortgage insurance premiums, property taxes, debt service and capital replacement expenditures. As of December 31, 2020, the Company has total escrow reserves of $ 26.5 million with the loan servicer that is reported within other assets on the Consolidated Balance Sheets. See Note 3 – Properties. HUD Mortgage Disposition On June 1, 2018, subsidiaries of an existing operator assumed approximately $ 53 million of our indebtedness guaranteed by HUD that secured 12 separate facilities located in Arkansas. In connection with our disposition of the mortgages, we wrote-off approximately $ 0.6 million of unamortized deferred costs that are recorded in gain on assets sold – net on our Consolidated Statements of Operations. These fixed rate mortgages had a weighted average interest rate of approximately 3.06 % per annum and matured in July 2044 . See Note 3 – Properties. Unsecured Borrowings 2017 Omega Credit Facilities On May 25, 2017, Omega entered into a credit agreement (the “2017 Omega Credit Agreement”) providing us with a new $ 1.8 billion senior unsecured revolving and term loan credit facility, consisting of a $ 1.25 billion senior unsecured multicurrency revolving credit facility (the “Revolving Credit Facility”), a $ 425 million senior unsecured U.S. Dollar term loan facility (the “U.S. Term Loan Facility”), and a £ 100 million senior unsecured British Pound Sterling term loan facility (the “Sterling Term Loan Facility” and, together with the Revolving Credit Facility and the U.S. Term Loan Facility, collectively, the “2017 Omega Credit Facilities”). The 2017 Omega Credit Agreement contains an accordion feature permitting us, subject to compliance with customary conditions, to increase the maximum aggregate commitments under the 2017 Omega Credit Facilities to $ 2.5 billion. The Revolving Credit Facility bears interest at LIBOR plus an applicable percentage (with a range of 100 to 195 basis points) based on our ratings from Standard & Poor’s, Moody’s and/or Fitch Ratings. The Revolving Credit Facility matures on May 25, 2021 , subject to an option by us to extend such maturity date for two , six month periods. The 2017 Omega Credit Agreement provides for the Revolving Credit Facility to be drawn in Euros, British Pounds Sterling, Canadian Dollars (collectively, “Alternative Currencies”) or U.S. Dollars, with a $ 900 million tranche available in U.S. Dollars and a $ 350 million tranche available in U.S. Dollars or Alternative Currencies. For purposes of the 2017 Omega Credit Facilities, references to LIBOR include the Canadian dealer offered rates for amounts offered in Canadian Dollars and any other Alternative Currency rate approved in accordance with the terms of the 2017 Omega Credit Agreement for amounts offered in any other non-London interbank offered rate quoted currency, as applicable. F-40 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ The U.S. Term Loan Facility and the Sterling Term Loan Facility bear interest at LIBOR plus an applicable percentage (with a range of 90 to 190 basis points) based on our ratings from Standard & Poor’s, Moody’s and/or Fitch Ratings. The U.S. Term Loan Facility and the Sterling Term Loan Facility each mature on May 25, 2022 . In October 2020, we repaid the outstanding balance on our U.S. Term Loan Facility and wrote-off $ 0.8 million of unamortized deferred costs to loss on debt extinguishment on our Consolidated Statements of Operations. 2017 Omega OP Term Loan Facility On May 25, 2017, Omega OP entered into a credit agreement (the “2017 Omega OP Credit Agreement”) providing it with a new $ 100 million senior unsecured term loan facility (the “2017 Omega OP Term Loan Facility”). The 2017 Omega OP Term Loan Facility bears interest at LIBOR plus an applicable percentage (with a range of 90 to 190 basis points) based on our ratings from Standard & Poor’s, Moody’s and/or Fitch Ratings. The 2017 Omega OP Term Loan Facility matures on May 25, 2022 . In September 2019 and October 2020, we used $ 25.0 million and $ 25.0 million, respectively of proceeds from our senior notes issuances to repay borrowings under the 2017 Omega OP Term Loan Facility. At December 31, 2020, we had $ 50.0 million in outstanding borrowings under this facility. In connection with the MedEquities Merger on May 17, 2019, we assumed various interest rate swap contracts. We designated the interest rate swap contracts as cash flow hedges of interest rate risk associated with the 2017 Omega OP Credit Agreement. The assumed interest rate swap contracts effectively convert $ 75 million of our 2017 Omega OP Credit Agreement to an aggregate fixed rate of approximately 3.29 % through February 10, 2022. The effective fixed rate achieved by the combination of the 2017 Omega OP Credit Agreement and the interest rate swaps could fluctuate up by 55 basis points or down by 45 basis points based on future changes to our credit ratings. The 2017 Omega OP Credit Agreement will be unhedged for the period after February 10, 2022 through its maturity on May 25, 2022 . In October 2020, we terminated $ 25.0 million of notional value interest rate swaps in connection with the partial repayment and paid our swap counterparty $ 0.6 million which is recorded in loss on debt extinguishment on our Consolidated Statements of Operations. Amended 2015 Term Loan Facility On May 25, 2017, Omega entered into an amended and restated credit agreement (the “Amended 2015 Credit Agreement”), which amended and restated our previous $ 250 million senior unsecured term loan facility (the “Amended 2015 Term Loan Facility”). The Amended 2015 Term Loan Facility bore interest at LIBOR plus an applicable percentage (with a range of 140 to 235 basis points) based on our ratings from Standard & Poor’s, Moody’s and/or Fitch Ratings. We repaid the Amended 2015 Term Loan Facility in October 2020 with proceeds from the senior notes issuance and wrote-off $ 0.7 million of unamortized deferred costs to loss on debt extinguishment on our Consolidated Statements of Operations. As a result of exposure to interest rate movements associated with the Amended 2015 Term Loan Facility, on December 16, 2015, we entered into various forward-starting interest rate swap arrangements, which effectively converted $ 250 million of our variable-rate debt based on one-month LIBOR to an aggregate fixed rate of approximately 3.8005 % effective December 30, 2016. The effective fixed rate achieved by the combination of the Amended 2015 Term Loan Facility and the interest rate swaps could fluctuate up by 55 basis points or down by 40 basis points based on future changes to our credit ratings. Each of these swaps had a scheduled maturity date of December 15, 2022 . In October 2020, we terminated these $ 250.0 million of notional value interest rate swaps in connection with the repayment of the Amended 2015 Term Loan Facility and paid our swap counterparties $ 10.3 million which is recorded in loss on debt extinguishment on our Consolidated Statements of Operations. F-41 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Subordinated Debt In connection with a 2010 acquisition, we assumed five separate $ 4.0 million subordinated notes bearing interest at 9 % per annum that mature on December 21, 2021 . Interest on these notes is due quarterly with the principal balance due at maturity. These subordinated notes may be prepaid at any time without penalty. To the extent that the operator of the facilities fails to pay rent when due to us under our existing master lease, we have the right to offset the amounts owed to us against the amounts we owe to the lender under the notes. In the fourth quarter of 2019, we had recorded a reserve of $ 6.5 million in connection with the operator’s failure to pay rent, and we began offsetting certain interest and principal amounts payable by us against this reserve. During 2020, expressly subject to our reservation of rights under the terms of the notes and related agreement, we reversed this reserve, and ceased offsetting amounts against our note payments, as a result of the operator’s payment of all current and past due rent. $ 400 Million Forward Starting Swaps On March 27, 2020 , we entered into five forward starting swaps totaling $ 400 million. We designated the forward starting swaps as cash flow hedges of interest rate risk associated with interest payments on a forecasted issuance of fixed rate long-term debt, initially expected to occur within the next five years . The swaps are effective on August 1, 2023 and expire on August 1, 2033 and were issued at a fixed rate of approximately 0.8675 %. In October 2020, we issued $ 700 million aggregate principal amount of our 3.375 % Senior Notes due 2031 and discontinued hedge accounting. Amounts reported in accumulated other comprehensive loss related to these discontinued cash flow hedging relationships will be reclassified to interest expense as interest payments are made on the Company’s debt. Simultaneously, we re-designated these swaps in new cash flow hedging relationships of interest rate risk associated with interest payments on another forecasted issuance of long-term debt. We are hedging our exposure to the variability in future cash flows for forecasted transactions over a maximum period of 46 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments). Other Debt Assumption and Repayment In connection with the MedEquities Merger on May 17, 2019, we assumed a $ 125.0 million term loan and outstanding borrowings of $ 160.1 million under MedEquities’ previous revolving credit facility. We repaid the total outstanding balance on both the term loan and the revolving credit facility and terminated the related agreements on May 17, 2019. General Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of December 31, 2020 and 2019, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings. Parent and Omega OP, on a combined basis, have no material assets, liabilities or operations other than financing activities (including borrowings under the senior unsecured revolving and term loan credit facility, Omega OP term loan and the outstanding senior notes) and their investments in non-guarantor subsidiaries. Substantially all of our assets are held by non-guarantor subsidiaries. The required principal payments, excluding the premium or discount and deferred financing costs on our secured and unsecured borrowings, for each of the five years following December 31, 2020 and the aggregate due thereafter are set forth below: ​ ​ ​ ​ ​ ​ (in thousands) 2021 $ 130,876 2022 ​ 194,370 2023 ​ 707,904 2024 ​ 408,144 2025 ​ 408,393 Thereafter ​ 3,377,695 Total ​ $ 5,227,382 ​ F-42 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ In 2020, we paid approximately $ 10.9 million to our swap counterparties to settle certain interest rate swaps with an aggregate notional value of $ 275 million related to the 2015 term loan and the Omega OP term loan. In addition, we recorded approximately $ 1.5 million of write-offs of unamortized deferred financing costs. We also paid $ 0.9 million in prepayment penalties associated with two mortgage loans guaranteed by HUD and costs associated with the repayment of the U.S. term loan, the 2015 term loan and the partial paydown of the Omega OP term loan. NOTE 14 - FINANCIAL INSTRUMENTS The net carrying amount of cash and cash equivalents, restricted cash, contractual receivables, other assets and accrued expenses and other liabilities reported in the Consolidated Balance Sheets approximates fair value because of the short maturity of these instruments (Level 1). At December 31, 2020 and 2019, the net carrying amounts and fair values of other financial instruments were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 ​ 2019 ​ Carrying Fair Carrying Fair ​ Amount Value Amount Value ​ ​ (in thousands) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments in direct financing leases – net ​ $ 10,764 ​ $ 10,764 $ 11,488 $ 11,488 Mortgage notes receivable – net ​ 885,313 ​ ​ 924,353 ​ ​ 773,563 ​ 819,083 Other investments – net ​ 467,442 ​ ​ 474,552 ​ ​ 419,228 ​ 412,934 Total ​ $ 1,363,519 ​ $ 1,409,669 ​ $ 1,204,279 ​ $ 1,243,505 Liabilities: ​ ​ ​ ​ Revolving line of credit ​ $ 101,158 ​ $ 101,158 $ 125,000 ​ $ 125,000 Term loan ​ ​ 2,275 ​ ​ 2,275 ​ ​ 2,275 ​ ​ 2,275 U.S. term loan ​ — ​ ​ — ​ ​ 348,878 ​ 350,000 Sterling term loan ​ 136,453 ​ ​ 136,700 ​ ​ 132,059 ​ 132,480 Omega OP term loan ​ 49,896 ​ ​ 50,000 ​ ​ 74,763 ​ 75,000 2015 term loan ​ — ​ ​ — ​ ​ 249,038 ​ 250,000 4.375 % notes due 2023 – net ​ 696,981 ​ ​ 770,635 ​ ​ 695,812 ​ 749,693 4.95 % notes due 2024 – net ​ 396,714 ​ ​ 441,194 ​ ​ 395,702 ​ 442,327 4.50 % notes due 2025 – net ​ 396,924 ​ ​ 444,652 ​ ​ 396,163 ​ 430,529 5.25 % notes due 2026 – net ​ 596,437 ​ ​ 697,993 ​ ​ 595,732 ​ 675,078 4.50 % notes due 2027 – net ​ 690,909 ​ ​ 794,294 ​ ​ 689,445 ​ 759,475 4.75 % notes due 2028 – net ​ 542,899 ​ ​ 633,950 ​ ​ 541,891 ​ 602,967 3.625 % notes due 2029 – net ​ ​ 489,472 ​ ​ 532,248 ​ ​ 488,263 ​ ​ 500,792 3.375 % notes due 2031 – net ​ ​ 681,802 ​ ​ 731,541 ​ ​ — ​ ​ — HUD mortgages – net ​ ​ 367,249 ​ ​ 409,004 ​ ​ 387,405 ​ ​ 379,866 Subordinated debt – net ​ 20,083 ​ ​ 21,599 ​ ​ 13,714 ​ 15,253 Total ​ $ 5,169,252 ​ $ 5,767,243 ​ $ 5,136,140 ​ $ 5,490,735 ​ Fair value estimates are subjective in nature and are dependent on a number of important assumptions, including estimates of future cash flows, risks, discount rates and relevant comparable market information associated with each financial instrument (see Note 2 – Summary of Significant Accounting Policies). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. The following methods and assumptions were used in estimating fair value disclosures for financial instruments. ​ ● Direct financing leases: The fair value of the investments in direct financing leases are estimated using a discounted cash flow analysis, using interest rates being offered for similar leases to borrowers with similar credit ratings (Level 3). F-43 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ● Mortgage notes receivable: The fair value of the mortgage notes receivables are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3). ● Other investments: Other investments are primarily comprised of notes receivable. The fair values of notes receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3). ● Revolving line of credit, secured borrowing and term loans: The fair value of our borrowings under variable rate agreements are estimated using a present value technique based on expected cash flows discounted using the current market rates (Level 3). ● Senior notes and subordinated debt: The fair value of our borrowings under fixed rate agreements are estimated using a present value technique based on inputs from trading activity provided by a third party (Level 2). ● HUD mortgages: The fair value of our borrowings under HUD debt agreements are estimated using an expected present value technique based on quotes obtained by HUD debt brokers (Level 2). NOTE 15 – TAXES Omega and Omega OP, including their wholly owned subsidiaries were organized, have operated, and intend to continue to operate in a manner that enables Omega to qualify for taxation as a REIT under Sections 856 through 860 of the Code. On a quarterly and annual basis we perform several analyses to test our compliance within the REIT taxation rules. If we fail to meet the requirements for qualification as a REIT in any tax year, we will be subject to federal income tax on our taxable income at regular corporate rates and may not be able to qualify as a REIT for the four subsequent years, unless we qualify for certain relief provisions that are available in the event we fail to satisfy any of the requirements. We are also subject to federal taxation of 100 % of the net income derived from the sale or other disposition of property, other than foreclosure property, that we held primarily for sale to customers in the ordinary course of a trade or business. We believe that we do not hold assets for sale to customers in the ordinary course of business and that none of the assets currently held for sale or that have been sold would be considered a prohibited transaction within the REIT taxation rules. As a REIT under the Code, we generally will not be subject to federal income taxes on the REIT taxable income that we distribute to stockholders, subject to certain exceptions. In 2020, 2019, and 2018, we distributed dividends in excess of our taxable income. We currently own stock in an entity that has elected to be taxed as a REIT. This subsidiary entity is required to individually satisfy all of the rules for qualification as a REIT. We have elected to treat certain of our active subsidiaries as TRSs. Our domestic TRSs are subject to federal, state and local income taxes at the applicable corporate rates. Our foreign TRSs are subject to foreign income taxes. As of December 31, 2020, one of our TRSs that is subject to income taxes at the applicable corporate rates had a net operating loss (“NOL”) carry-forward of approximately $ 5.7 million. Our NOL carry-forward was fully reserved as of December 31, 2020, with a valuation allowance due to uncertainties regarding realization. Under current law, our NOL carry-forwards generated up through December 31, 2017 may be carried forward for no more than 20 years, and our NOL carry-forwards generated in our taxable years ended December 31, 2020, December 31, 2019 and December 31, 2018 may be carried forward indefinitely. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) modified the NOL carryback rules to limit recovery of taxes paid in prior tax periods. We do not anticipate that such changes will materially impact the computation of Omega’s taxable income, or the taxable income of any Omega entity, including our TRSs. We also do not expect that Omega or any Omega entity, including our TRSs, will realize a material tax benefit as a result of the changes to the provisions of the Code made by the CARES Act. F-44 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ The following is a summary of our provision for income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2020 2019 ​ 2018 ​ ​ (in millions) Provision for federal, state and local income taxes ​ $ 1.3 ​ $ 0.8 ​ $ 0.8 Provision for foreign income taxes ​ ​ 3.6 ​ ​ 2.0 ​ ​ 2.2 Total provision for income taxes (1) ​ $ 4.9 ​ $ 2.8 ​ $ 3.0 (1) The above amounts do not include income or franchise taxes payable to certain states and municipalities. ​ The following is a summary of deferred tax assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2020 2019 ​ ​ (in thousands) Deferred tax assets: ​ ​ Federal net operating loss carryforward ​ $ 1,194 ​ $ 1,199 ​ ​ ​ ​ ​ ​ ​ Deferred tax liability: ​ ​ Foreign deferred tax liability (1) ​ ( 10,766 ) ​ ( 11,350 ) Valuation allowance on deferred tax asset ​ ( 1,194 ) ​ ( 1,199 ) Net deferred tax liability ​ $ ( 10,766 ) ​ $ ( 11,350 ) (1) The deferred tax liability primarily resulted from inherited basis differences resulting from our acquisition of entities in the U.K. Subsequent adjustments to these accounts result from GAAP to tax differences related to depreciation, indexation and revenue recognition. ​ NOTE 16 – STOCKHOLDERS’ EQUITY Forward Equity Sales Agreement ​ In connection with a $ 300 million underwritten public offering, we entered into a forward equity sales agreement on September 9, 2019 to sell 7.5 million shares of our common stock at an initial net price of $ 40.01 per share, after underwriting discounts and commissions. On December 27, 2019, we settled the forward equity sale agreement by physical delivery of 7.5 million shares of common stock at $ 39.45 per share, net of dividends paid and interest received, for net proceeds of approximately $ 295.9 million. $ 200 Million Stock Repurchase Program On March 20, 2020, Omega’s Board of Directors authorized the repurchase of up to $ 200 million of its outstanding common stock from time to time over the twelve months ending March 20, 2021. We are authorized to repurchase shares of our common stock in open market and privately negotiated transactions or in any other manner as determined by Omega’s management and in accordance with applicable law. The timing and amount of stock repurchases will be determined, in management’s discretion, based on a variety of factors, including but not limited to market conditions, other capital management needs and opportunities, and corporate and regulatory considerations. Omega has no obligation to repurchase any amount of its common stock, and such repurchases, if any, may be discontinued at any time. Omega did no t repurchase any of its outstanding common stock under this announced program during 2020. F-45 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ $ 500 Million Equity Shelf Program On September 3, 2015, we entered into separate Equity Distribution Agreements (collectively, the “Equity Shelf Agreements”) to sell shares of our common stock having an aggregate gross sales price of up to $ 500 million (the “2015 Equity Shelf Program”) with several financial institutions, each as a sales agent and/or principal (collectively, the “Managers”). Under the terms of the Equity Shelf Agreements, we may sell shares of our common stock, from time to time, through or to the Managers having an aggregate gross sales price of up to $ 500 million. Sales of the shares, if any, are made by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices, or as otherwise agreed with the applicable Manager. We pay each Manager compensation for sales of the shares up to 2 % of the gross sales price per share for shares sold through such Manager under the applicable Equity Shelf Agreements. The table below presents information regarding the shares issued under the Equity Shelf Program for each of the years ended December 31, 2018, 2019, and 2020: ​ ​ ​ ​ ​ ​ ​ ​ Shares issued Average Price Net Proceeds Year Ended (in millions) Per Share (in millions) December 31, 2018 2.3 $ 33.18 $ 75.5 December 31, 2019 3.1 ​ 34.79 ​ 109.0 December 31, 2020 4.2 ​ 36.16 ​ 152.6 ​ Dividend Reinvestment and Common Stock Purchase Plan We have a Dividend Reinvestment and Common Stock Purchase Plan (the “DRSPP”) that allows for the reinvestment of dividends and the optional purchase of our common stock. On March 23, 2020, we temporarily suspended the DRSPP and on December 17, 2020, we reinstated the DRSPP. The table below presents information regarding the shares issued under the DRSPP for each of the years ended December 31, 2018, 2019, and 2020: ​ ​ ​ ​ ​ ​ Shares issued Gross Proceeds Year Ended (in millions) (in millions) December 31, 2018 1.5 $ 46.8 December 31, 2019 3.0 ​ 115.1 December 31, 2020 0.1 ​ 3.7 ​ Common Dividends The Board of Directors has declared common stock dividends as set forth below: ​ ​ ​ ​ ​ ​ ​ Record ​ Payment ​ Dividend per Date Date Common Share January 31, 2020 ​ February 14, 2020 ​ $ 0.67 April 30, 2020 ​ May 15, 2020 ​ ​ 0.67 July 31, 2020 ​ August 14, 2020 ​ ​ 0.67 November 2, 2020 ​ November 16, 2020 ​ ​ 0.67 February 8, 2021 ​ February 16, 2021 ​ ​ 0.67 ​ Per Share Distributions Per share distributions by our Company were characterized in the following manner for income tax purposes (unaudited): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, Common 2020 2019 2018 Ordinary income ​ $ 1.961 ​ $ 1.763 ​ $ 1.691 Return of capital ​ 0.654 ​ 0.591 ​ 0.931 Capital gains ​ 0.065 ​ 0.296 ​ 0.018 Total dividends paid ​ $ 2.680 ​ $ 2.650 ​ $ 2.640 ​ F-46 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ For additional information regarding dividends, see Note 15 – Taxes. Accumulated Other Comprehensive Loss The following is a summary of our accumulated other comprehensive loss, net of tax where applicable: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of and for the ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 2019 2018 ​ ​ (in thousands) Foreign Currency Translation: ​ ​ ​ ​ Beginning balance ​ $ ( 35,100 ) ​ $ ( 47,704 ) ​ $ ( 26,033 ) Translation gain (loss) ​ 16,595 ​ 12,646 ​ ( 21,703 ) Realized gain (loss) ​ 78 ​ ( 42 ) ​ 32 Ending balance ​ ( 18,427 ) ​ ( 35,100 ) ​ ( 47,704 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative Instruments: ​ ​ ​ Cash flow hedges: ​ ​ ​ Beginning balance ​ ( 2,369 ) ​ 3,994 ​ 1,463 Unrealized gain (loss) ​ 34,712 ​ ( 7,071 ) ​ 2,593 Realized (loss) gain (1) ​ ( 14,625 ) ​ 708 ​ ( 62 ) Ending balance ​ 17,718 ​ ( 2,369 ) ​ 3,994 Net investment hedge: ​ ​ ​ Beginning balance ​ ( 4,420 ) ​ 70 ​ ( 7,070 ) Unrealized (loss) gain ​ ( 8,911 ) ​ ( 4,490 ) ​ 7,140 Ending balance ​ ( 13,331 ) ​ ( 4,420 ) ​ 70 Total accumulated other comprehensive loss before noncontrolling interest ​ ( 14,040 ) ​ ( 41,889 ) ​ ( 43,640 ) Add: portion included in noncontrolling interest ​ 1,272 ​ 2,031 ​ 1,988 Total accumulated other comprehensive loss for Omega ​ $ ( 12,768 ) ​ $ ( 39,858 ) ​ $ ( 41,652 ) (1) Recorded in interest expense and loss on debt extinguishment on the Consolidated Statements of Operations. ​ NOTE 17 – STOCK-BASED COMPENSATION Time Based Restricted Equity Awards Restricted stock, restricted stock units (“RSUs”) and profits interest units (“PIUs”) are subject to forfeiture if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of service or a change in control of the Company. Prior to vesting, ownership of the shares/units cannot be transferred. The restricted stock has the same dividend and voting rights as our common stock. RSUs accrue dividend equivalents but have no voting rights. PIUs accrue distributions, which are equivalent to dividend equivalents, but have no voting rights. Once vested, each RSU is settled by the issuance of one share of Omega common stock and each PIU is settled by the issuance of one partnership unit in Omega OP (“Omega OP Unit”), subject to certain conditions. Restricted stock and RSUs are valued at the price of our common stock on the date of grant. The PIUs are valued using a Monte Carlo model to estimate fair value. We expense the cost of these awards ratably over their vesting period. F-47 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Performance Based Restricted Equity Awards Performance-based restricted equity awards include performance restricted stock units (“PRSUs”) and PIUs. PRSUs and PIUs are subject to forfeiture if the performance requirements are not achieved or if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. PRSUs and PIUs have varying degrees of performance requirements to achieve vesting, and each PRSU and PIU award represents the right to a variable number of shares of common stock or partnership units. Each PIU once earned is convertible into one Omega OP Unit in Omega OP, subject to certain conditions. The vesting requirements are based on either the (i) total shareholder return (“TSR”) of Omega or (ii) Omega’s TSR relative to other real estate investment trusts in the FTSE NAREIT Equity Health Care Index (“Relative TSR”). We expense the cost of these awards ratably over their service period. Prior to vesting and the distribution of shares or Omega OP Units, ownership of the PRSUs or PIUs cannot be transferred. Dividend equivalents on the PRSUs are accrued and paid to the extent the applicable performance requirements are met. While each PIU is unearned, the employee receives a partnership distribution equal to 10 % of the quarterly approved regular periodic distributions per Omega OP Unit. Partnership distributions (which in the case of normal periodic distributions is equal to the total approved quarterly dividend on Omega’s common stock), less the 10 % already paid, on the PIUs accumulate, and if the PIUs are earned, the accumulated distributions are paid. We used a Monte Carlo model to estimate the fair value for the PRSUs and PIUs granted to the employees. The following are the significant assumptions used in estimating the value of the awards for grants made on the following dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 1, ​ January 1, ​ January 1, ​ 2018 2019 ​ 2020 Closing price on date of grant ​ $ 27.54 ​ ​ ​ ​ $ 35.15 ​ ​ ​ ​ $ 42.35 ​ ​ ​ ​ Dividend yield ​ 9.44 % ​ ​ ​ ​ 7.51 % ​ ​ ​ ​ 6.33 % ​ ​ ​ Risk free interest rate at time of grant ​ 1.60 % to 2.05 % ​ 2.45 % to 2.57 % ​ 1.63 % to 1.68 % Expected volatility ​ 21.03 % to 23.24 % ​ 21.78 % to 22.76 % ​ 21.26 % to 21.97 % ​ The following table summarizes the activity in restricted stock, RSUs, PRSUs, and PIUs for the years ended December 31, 2018, 2019 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time Based ​ Performance Based ​ ​ ​ ​ Weighted - ​ Weighted - Total ​ ​ Number of ​ Average Grant- ​ Number of ​ Average Grant- ​ Compensation ​ ​ Shares/Omega ​ Date Fair Value ​ Shares/Omega ​ Date Fair Value ​ Cost (1) ​ OP Units per Share ​ OP Units per Share (in millions) Non-vested at December 31, 2017 337,509 ​ ​ 32.78 ​ 1,360,780 ​ ​ 14.82 ​ ​ Granted during 2018 217,717 ​ 28.19 ​ 1,012,032 ​ 10.40 ​ $ 16.60 Cancelled during 2018 ( 5,941 ) ​ 30.82 ​ — ​ — ​ Forfeited during 2018 ​ — ​ ​ — ​ ( 203,380 ) ​ ​ 11.82 ​ ​ ​ Vested during 2018 ( 190,412 ) ​ 33.89 ​ — ​ — ​ Non-vested at December 31, 2018 358,873 ​ ​ 29.44 ​ 2,169,432 ​ ​ 13.04 ​ Granted during 2019 160,158 ​ 35.20 ​ 822,584 ​ 14.80 ​ $ 17.82 Cancelled during 2019 ( 32,376 ) ​ 30.38 ​ ( 125,885 ) ​ 14.57 ​ Vested during 2019 ( 188,063 ) ​ 31.01 ​ ( 465,044 ) ​ 15.89 ​ Non-vested at December 31, 2019 298,592 ​ ​ 31.44 ​ 2,401,087 ​ ​ 13.01 ​ Granted during 2020 158,572 ​ 39.88 ​ 1,208,537 ​ 17.11 ​ $ 27.00 Cancelled during 2020 ( 2,006 ) ​ 42.05 ​ ( 54,076 ) ​ 16.52 ​ Vested during 2020 (2) ( 184,480 ) ​ 29.28 ​ ( 658,052 ) ​ 14.85 ​ Non-vested at December 31, 2020 270,678 ​ $ 37.78 ​ 2,897,496 ​ $ 14.24 ​ (1) Total compensation cost to be recognized on the awards based on grant date fair value . (2) PRSUs are shown as vesting in the year that the Compensation Committee determines the level of achievement of the applicable performance measures . F-48 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ As of December 31, 2020, unrecognized compensation costs related to unvested awards to employees is as follows: ● $ 4.6 million on RSUs and PIUs expected to be recognized over a weighted average period of approximately 36 months . ● $ 10.5 million on TSR PRSUs and PIUs expected to be recognized over a weighted average period of approximately 48 months . ● $ 12.1 million on Relative TSR PRSUs and PIUs expected to be recognized over a weighted average period of approximately 48 months . In addition, we have a deferred stock compensation plan that allows employees and directors the ability to defer the receipt of stock awards (units). The deferred stock awards (units) participate in future dividend equivalents as well as the change in the value of the Company’s common stock. As of December 31, 2020 and 2019, the Company had 537,236 and 459,389 deferred stock units outstanding. Tax Withholding for Stock Compensation Plans Stock withheld to pay tax withholdings for equity instruments granted under stock-based payment arrangements for the years ended December 31, 2020, 2019 and 2018, was $ 4.7 million, $ 4.8 million and $ 1.7 million, respectively. Shares Available for Issuance for Compensation Purposes On June 8, 2018, at the Annual Meeting of Stockholders, our stockholders approved the 2018 Stock Incentive Plan (the “2018 Plan”), which amended and restated the Company’s 2013 Stock Incentive Plan (the “2013 Plan”). The 2018 Plan is a comprehensive incentive compensation plan that allows for various types of equity-based compensation, including RSUs (including PRSUs), stock awards (including restricted stock), deferred restricted stock units, incentive stock options, non-qualified stock options, stock appreciation rights, dividend equivalent rights, performance unit awards, certain cash-based awards (including performance-based cash awards), PIUs and other stock-based awards. The 2018 Plan increased the number of shares of common stock available for issuance under the 2013 Plan by 4.5 million. As of December 31, 2020, approximately 3.2 million shares of common stock were reserved for issuance to our employees, directors and consultants under our stock incentive plans. ​ NOTE 18 – COMMITMENTS AND CONTINGENCIES Litigation The Company and certain of its officers, C. Taylor Pickett, Robert O. Stephenson, and Daniel J. Booth , are defendants in a purported securities class action lawsuit pending in the U.S. District Court for the Southern District of New York (the “Securities Class Action”). Brought by lead plaintiff Royce Setzer and additional plaintiff Earl Holtzman, the Securities Class Action purports to assert claims for violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, as well as Section 20(a) of the Exchange Act, and seeks an unspecified amount of monetary damages, interest, fees and expenses of attorneys and experts, and other relief. The Securities Class Action alleges that the defendants violated the Exchange Act by making materially false and/or misleading statements, and by failing to disclose material adverse facts about the Company’s business, operations, and prospects, including the financial and operating results of one of the Company’s operators, the ability of such operator to make timely rent payments, and the impairment of certain of the Company’s leases and the uncollectibility of certain receivables. The initial complaint was dismissed with prejudice by the U.S District Court, but the dismissal was overturned by the U.S Court of Appeals for the Second Circuit in 2020. Thereafter, the plaintiffs filed a Second Consolidated Amended Complaint in August 2020. In November 2020, the Company and the officers named in the Securities Class Action filed a Motion to Dismiss the Second Consolidated Amended Complaint, which is fully briefed and pending before the District Court. F-49 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Certain derivative actions have also been brought against the officers named in the Securities Class Action, and certain current and former directors of the Company, alleging claims relating to the matters at issue in the Securities Class Action. These derivative actions are currently stayed pending certain developments in the Securities Class Action. In 2018, Stourbridge Investments LLC, a purported stockholder of the Company, filed a derivative action purportedly on behalf of the Company in the United States District Court for the Southern District of New York, alleging violations of Section 14(a) of the Exchange Act and state-law claims including breach of fiduciary duty. The complaint alleges, among other things, that the named defendants are responsible for the Company’s failure to disclose the financial condition of Orianna Health Systems, the alleged non-disclosures that are also the subject of the Securities Class Action described above. The plaintiff did not make a demand on the Company to bring the action prior to filing it, but rather alleges that demand would have been futile. The case has been stayed pending the entry of judgement or a voluntary dismissal with prejudice in the Securities Class Action. In 2019, purported stockholder Phillip Swan by his counsel, and stockholders Tom Bradley and Sarah Smith by their counsel, filed derivative actions in the Baltimore City Circuit Court of Maryland, purportedly on behalf of the Company, asserting claims for breach of fiduciary duty, waste of corporate assets and unjust enrichment against the named defendants. Those actions have been consolidated and stayed in the Maryland court pending completion of fact discovery in the Securities Class Action. Prior to filing suit, each of these stockholders had made demands on the Board of Directors in 2018 that the Company bring such lawsuits. After an investigation and due consideration, and in the exercise of its business judgment, the Board determined that it is not in the best interests of the Company to commence litigation against any current or former officers or directors based on the matters raised in the demands. In addition, in late 2020, Robert Wojcik, a purported shareholder of the Company, filed a derivative action in the U.S. District Court for the District of Maryland, purportedly on behalf of the Company, asserting violations of Section 14(a) of the Exchange Act, Sections 10(b) and 21D of the Exchange Act, as well as claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. Wojcik also did not make a demand on the Company prior to filing suit. The case has been stayed pending the entry of judgement or a voluntary dismissal with prejudice in the Securities Class Action. The Company believes that the claims asserted against it in these lawsuits are without merit and intends to vigorously defend against them. Other In September 2016, MedEquities received a Civil Investigative Demand (“CID”) from the U.S. Department of Justice (“DOJ”), which indicates that it is conducting an investigation regarding alleged violations of the False Claims Act, Stark Law and Anti-Kickback Statute in connection with claims that may have been submitted to Medicare and other federal payors for services rendered to patients at Lakeway Hospital or by providers with financial relationships with Lakeway Hospital. As a result of the acquisition of MedEquities, the Company owns a 51 % interest in an unconsolidated partnership that owns Lakeway Hospital (the “Lakeway Realty, L.L.C.”). The CID requested certain documents and information related to the acquisition and ownership of Lakeway Hospital through Lakeway Realty, L.L.C.. The Company has learned that the DOJ is investigating MedEquities’ conduct in connection with its investigation of financial relationships related to Lakeway Hospital, including allegations by the DOJ that these relationships violate and continue to violate the Anti-Kickback Statute and, as a result, related claims submitted to federal payors violated and continue to violate the False Claims Act. The Company is cooperating fully with the DOJ in connection with the CID and has produced all of the information that has been requested to date. On September 29, 2020 the Department of Justice announced it had reached a settlement of a False Claims Act case with Lakeway Regional Medical Center wherein Lakeway Regional Medical Center agreed to pay $ 1.1 million for inducing certain physicians to refer patients by offering a low risk and high return investment in the form of a joint venture to purchase and then lease back the hospital to Lakeway Regional Medical Center. A MedEquities subsidiary was a party to this transaction but was not included in settlement discussions. The documents relating to the settlement are not publicly available. The Company believes that the acquisition, ownership and leasing of Lakeway Hospital through the Lakeway Partnership was and is in compliance with all applicable laws. However, due to the uncertainties surrounding this matter and its ultimate outcome, we are unable to determine whether it is probable that any loss has been incurred. F-50 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ​ In addition, we are subject to various other legal proceedings, claims and other actions arising out of the normal course of business. While any legal proceeding or claim has an element of uncertainty, management believes that the outcome of each lawsuit, claim or legal proceeding that is pending or threatened, or all of them combined, will not have a material adverse effect on our consolidated financial position or results of operations. Indemnification Agreements In connection with certain facility transitions, we have agreed to indemnify certain operators in certain events. As of December 31, 2020, our maximum funding commitment under these indemnification agreements was approximately $ 12.6 million. Claims under these indemnification agreements may be made within 18 months to 72 months of the transition date. These indemnification agreements were provided to certain operators in connection with facility transitions and generally would be applicable in the event that the prior operators do not perform under their transition agreements. The Company does not expect to fund a material amount under these indemnification agreements. Commitments We have committed to fund the construction of new leased and mortgaged facilities, capital improvements and other commitments. We expect the funding of these commitments to be completed over the next several years. Our remaining commitments at December 31, 2020, are outlined in the table below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total commitments $ 557,119 ​ ​ Amounts funded to date (1) ​ ( 450,766 ) ​ ​ Remaining commitments (2) ​ $ 106,353 ​ ​ (1) Includes finance costs. (2) This amount excludes our remaining commitments to fund under our other investments of approximately $ 95.7 million. ​ Environmental Matters As of December 31, 2020 and 2019, we had identified conditional asset retirement obligations primarily related to the future removal and disposal of asbestos that is contained within certain of our real estate investment properties. The asbestos is appropriately contained, and we believe we are compliant with current environmental regulations. If these properties undergo major renovations or are demolished, certain environmental regulations are in place, which specify the manner in which asbestos must be handled and disposed. We are required to record the fair value of these conditional liabilities if they can be reasonably estimated. As of December 31, 2020 and 2019, no liability for conditional asset retirement obligations was recorded on our accompanying Consolidated Balance Sheets. F-51 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 19 – SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS The following are supplemental disclosures to the consolidated statements of cash flows for the years ended December 31, 2020, 2019 and 2018: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2019 2018 ​ (in thousands) Reconciliation of cash and cash equivalents and restricted cash: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 163,535 $ 24,117 $ 10,300 Restricted cash ​ 4,023 ​ 9,263 ​ 1,371 Cash, cash equivalents and restricted cash at end of year ​ $ 167,558 ​ $ 33,380 ​ $ 11,671 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental information: ​ ​ ​ Interest paid during the year, net of amounts capitalized ​ $ 216,206 ​ $ 205,943 ​ $ 211,863 Taxes paid during the year ​ $ 6,974 ​ $ 5,097 ​ $ 4,772 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non cash investing activities ​ ​ ​ Non cash acquisition of business (See Note 3) ​ $ ( 1,826 ) ​ $ ( 566,966 ) ​ $ — Non cash acquisition of real estate (See Note 3) ​ ​ — ​ ​ ( 531,801 ) ​ ​ ( 185,592 ) Non cash proceeds from sale of real estate investments (See Note 3 and Note 5) ​ 83,910 ​ ​ — ​ ​ 53,118 Non cash placement of mortgage principal (See Note 3 and Note 5) ​ ​ ( 86,936 ) ​ ​ — ​ ​ — Non cash surrender of mortgage (See Note 3) ​ — ​ 11,874 ​ — Non cash investment in other investments (See Note 6) ​ ( 121,139 ) ​ ( 27,408 ) ​ ( 16,153 ) Non cash proceeds from other investments (See Note 3 and Note 6) ​ 68,025 ​ 149,542 ​ 7,000 Non cash settlement of direct financing lease (See Note 3) ​ ​ — ​ 4,970 ​ 184,462 Initial non cash right of use asset - ground leases ​ ​ — ​ ​ 5,593 ​ ​ — Initial non cash lease liability - ground leases ​ ​ — ​ ​ ( 5,593 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non cash financing activities ​ ​ ​ ​ ​ Debt assumed in merger (see Note 3) ​ $ — ​ $ 285,100 ​ $ — Stock exchanged in merger (see Note 3) ​ ​ — ​ ​ 281,865 ​ ​ — Acquisition of other long term borrowings (see Note 13) ​ ​ — ​ ​ 388,627 ​ ​ — Non cash disposition of other long-term borrowings (see Note 13) ​ — ​ ​ — ​ ​ ( 53,118 ) Non cash borrowing (repayment) of other long term debt (see Note 13) ​ ​ 6,459 ​ ​ ( 6,459 ) ​ ​ — Change in fair value of cash flow hedges ​ 19,788 ​ ( 7,757 ) ​ 2,531 Remeasurement of debt denominated in a foreign currency ​ ​ 8,911 ​ 4,490 ​ ( 7,140 ) ​ ​ F-52 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 20 - EARNINGS PER SHARE The following tables set forth the computation of basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2019 2018 ​ ​ (in thousands, except per share amounts) Numerator: ​ ​ ​ ​ Net income ​ $ 163,545 ​ $ 351,947 ​ $ 293,884 Deduct: net income attributable to noncontrolling interests ​ ( 4,218 ) ​ ( 10,824 ) ​ ( 12,306 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income available to common stockholders ​ $ 159,327 ​ $ 341,123 ​ $ 281,578 Denominator: ​ ​ ​ Denominator for basic earnings per share ​ 227,741 ​ 213,404 ​ 200,279 Effect of dilutive securities: ​ ​ ​ Common stock equivalents ​ 1,239 ​ 1,753 ​ 691 Net forward share contract ​ ​ — ​ ​ 179 ​ ​ — Noncontrolling interest – Omega OP Units ​ 6,124 ​ 6,789 ​ 8,741 Denominator for diluted earnings per share ​ 235,104 ​ 222,125 ​ 209,711 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share - basic: ​ ​ ​ Net income available to common stockholders ​ $ 0.70 ​ $ 1.60 ​ $ 1.41 Earnings per share – diluted: ​ ​ ​ Net income ​ $ 0.70 ​ $ 1.58 ​ $ 1.40 ​ In September 2019, we entered into a forward equity sales agreement to sell up to an aggregate of 7.5 million shares of our common stock at an initial net price of $ 40.01 per share, after underwriting discounts and commissions. On December 27, 2019, we completed the forward equity sale and issued the 7.5 million shares of common stock at a net price of $ 39.45 per share, and received approximately $ 295.9 million of net proceeds. See Note 16 – Stockholders’ Equity – Forward Equity Sales Agreement. The shares issuable prior to settlement of the forward equity sales agreement are reflected in the diluted earnings per share calculations using the treasury stock method. Under this method, the number of our common shares used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of common shares that would be issued upon full physical settlement of the forward equity sales agreement over the number of common shares that could be purchased by us in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). ​ ​ NOTE 21 – SUBSEQUENT EVENTS ​ On January 20, 2021, we acquired 24 senior living facilities from Healthpeak Properties, Inc. for $ 510 million. The acquisition involved the assumption of an in-place master lease with Brookdale Senior Living. The master lease provides for 2021 contractual rent of approximately $ 43.5 million , and includes 24 facilities representing 2,552 operating units located in Arizona ( 1 ), California ( 1 ), Florida ( 1 ), Illinois ( 1 ), New Jersey ( 1 ), Oregon ( 6 ), Pennsylvania ( 1 ), Tennessee ( 1 ), Texas ( 6 ), Virginia ( 1 ) and Washington ( 4 ). In February 2021, we sold 16 facilities for approximately $ 149.6 million in cash proceeds and recorded a gain on sale of approximately $ 94.4 million. These 16 facilities were held for sale as of December 31, 2020 with a carrying value of approximately $ 49.3 million. ​ ​ F-53 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. ​ ​ SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at Charged to ​ Balance at ​ ​ Beginning of ​ Provision ​ Deductions or ​ End of Description ​ Period ​ Accounts ​ Other (1) ​ Period Year Ended December 31, 2019: ​ ​ ​ ​ Allowance for doubtful accounts: ​ ​ ​ ​ Contractual receivables (2) ​ $ 1,075 ​ $ — ​ $ 1,075 ​ $ — Mortgage notes receivable ​ 4,905 ​ — ​ — ​ 4,905 Direct financing leases ​ 103,200 ​ 7,917 ​ 110,900 ​ 217 Total ​ $ 109,180 ​ $ 7,917 ​ $ 111,975 ​ $ 5,122 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2018: ​ ​ ​ ​ Allowance for doubtful accounts: ​ ​ ​ ​ Contractual receivables ​ $ 8,463 ​ $ ( 4,226 ) ​ $ 3,162 ​ $ 1,075 Other receivables and lease inducements ​ ​ — ​ ​ 10,962 ​ ​ 10,962 ​ ​ — Mortgage notes receivable ​ 4,905 ​ — ​ — ​ 4,905 Other investments ​ 373 ​ ( 47 ) ​ 326 ​ — Direct financing leases ​ ​ 172,172 ​ 27,168 ​ 96,140 ​ 103,200 Total ​ $ 185,913 ​ $ 33,857 ​ $ 110,590 ​ $ 109,180 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Uncollectible accounts written off, net of recoveries or adjustments. (2) The Company adopted Topic 842 on January 1, 2019. As a result of this adoption, lease related receivables are written off through rental income, as opposed to the provision account. As such, our lease receivables are no longer considered in the valuation and qualifying accounts. ​ The Company adopted Topic 326 on January 1, 2020. As a result of this adoption, we have disclosed a rollforward of our allowance for credit loss for 2020 in Note 2 – Summary of Significant Accounting Policies . ​ ​ ​ F-54 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands) December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Amount at ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial Cost to ​ Cost Capitalized ​ Which Carried at ​ ​ ​ ​ ​ ​ ​ ​ Life on Which ​ ​ Company ​ Subsequent to ​ Close of Period (3) (5) ​ ​ ​ ​ ​ ​ ​ ​ Depreciation ​ ​ ​ ​ ​ ​ ​ ​ Acquisition ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (4) ​ ​ ​ (7) ​ in Latest ​ ​ ​ ​ ​ Buildings and ​ ​ ​ ​ Carrying ​ (6) ​ ​ ​ ​ Buildings and ​ ​ ​ ​ Accumulated ​ Date of ​ Date ​ Income Statements Description (1) Encumbrances Land Improvements Improvements Cost Other Land Improvements Total Depreciation Construction Acquired is Computed Consulate Health Care: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Florida (ALF, SNF) (2) $ 57,250 ​ $ 558,604 ​ $ 3,709 ​ $ — ​ $ — ​ $ 57,250 ​ $ 562,313 ​ $ 619,563 ​ $ 62,120 1950 - 2000 1993 - 2019 25 years to 37 years Louisiana (SNF) (2) 1,751 ​ 25,249 ​ — ​ — ​ ​ — ​ ​ 1,751 ​ ​ 25,249 ​ ​ 27,000 ​ ​ 1,558 ​ 1962 - 1988 ​ 2019 ​ 25 years Mississippi (SNF) (2) ​ 3,548 ​ ​ 56,618 ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,548 ​ ​ 56,618 ​ ​ 60,166 ​ ​ 3,432 ​ 1965 - 1974 ​ 2019 ​ 25 years North Carolina (SNF) (2) ​ 7,126 ​ ​ 94,113 ​ ​ — ​ ​ — ​ ​ ( 711 ) ​ ​ 7,126 ​ ​ 93,402 ​ ​ 100,528 ​ ​ 17,019 ​ 1969 - 1995 ​ 2010 - 2019 ​ 25 years to 36 years Pennsylvania (ALF, ILF, SNF) ​ ​ 8,361 ​ ​ 82,661 ​ ​ — ​ ​ — ​ ​ — ​ ​ 8,361 ​ ​ 82,661 ​ ​ 91,022 ​ ​ 6,385 ​ 1964 - 1999 ​ 2019 ​ 25 years Virginia (SNF) ​ ​ 1,588 ​ ​ 39,215 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,588 ​ ​ 39,215 ​ ​ 40,803 ​ ​ 3,099 ​ 1967 - 1975 ​ 2019 ​ 25 years Total Consulate Health Care: ​ $ 79,624 ​ $ 856,460 ​ $ 3,709 ​ $ — ​ $ ( 711 ) ​ $ 79,624 ​ $ 859,458 ​ $ 939,082 ​ $ 93,613 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maplewood Real Estate Holdings, LLC: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Connecticut (ALF) ​ $ 25,063 ​ $ 254,085 ​ $ 6,959 ​ $ — ​ $ — ​ $ 25,063 ​ $ 261,044 ​ $ 286,107 ​ $ 45,699 1968 - 2019 2010 - 2017 30 years to 33 years Massachusetts (ALF, SNF) ​ 19,041 ​ 113,728 ​ 15,964 ​ — ​ ( 680 ) ​ 19,041 ​ 129,012 ​ 148,053 ​ 28,582 1988 - 2017 2014 30 years to 33 years New Jersey (ALF) ​ 10,673 ​ — ​ 23,870 ​ 826 ​ — ​ 10,673 ​ 24,696 ​ 35,369 ​ — N/A 2019 N/A New York (ALF) ​ 118,606 ​ — ​ 173,571 ​ 40,543 ​ — ​ 118,606 ​ 214,114 ​ 332,720 ​ 3,129 2020 2015 25 years Ohio (ALF) ​ 3,683 ​ 27,628 ​ 73 ​ — ​ — ​ 3,683 ​ 27,701 ​ 31,384 ​ 5,735 1999 - 2016 2013 - 2014 30 years to 33 years Total Maplewood Real Estate Holdings, LLC ​ $ 177,066 ​ $ 395,441 ​ $ 220,437 ​ $ 41,369 ​ $ ( 680 ) ​ $ 177,066 ​ $ 656,567 ​ $ 833,633 ​ $ 83,145 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Saber Health Group: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Florida (SNF) ​ $ 423 ​ $ 4,422 ​ $ 283 ​ $ — ​ $ — ​ $ 423 ​ $ 4,705 ​ $ 5,128 ​ $ 1,269 2009 2011 33 years North Carolina (SNF) ​ 11,978 ​ 129,432 ​ 3,806 ​ — ​ — ​ 11,978 ​ 133,238 ​ 145,216 ​ 29,194 1965 - 2019 2016 - 2019 25 years to 30 years Ohio (SNF) ​ 3,028 ​ 82,070 ​ 5,422 ​ — ​ ( 268 ) ​ 3,028 ​ 87,224 ​ 90,252 ​ 20,059 1979 - 2000 2011 - 2016 30 years to 33 years Pennsylvania (SNF) ​ 6,328 ​ 104,222 ​ 3,958 ​ — ​ — ​ 6,328 ​ 108,180 ​ 114,508 ​ 23,810 1873 - 2002 2007 - 2011 33 years Virginia (SNF, ALF) ​ 19,678 ​ 182,438 ​ 6,294 ​ — ​ ( 285 ) ​ 19,678 ​ 188,447 ​ 208,125 ​ 24,475 1964 - 2017 ​ 2013 - 2020 ​ 25 years to 30 years Total Saber Health Group ​ $ 41,435 ​ $ 502,584 ​ $ 19,763 ​ $ — ​ $ ( 553 ) ​ $ 41,435 ​ $ 521,794 ​ $ 563,229 ​ $ 98,807 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Agemo Holdings, LLC: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Florida (SNF) ​ $ 12,311 ​ $ 148,949 ​ $ 32,413 ​ $ 1,468 ​ $ — ​ $ 12,311 ​ $ 182,830 ​ $ 195,141 ​ $ 60,107 1940 - 2020 1996 - 2016 3 years to 39 years Georgia (SNF) ​ 3,833 ​ 10,847 ​ 3,949 ​ — ​ — ​ 3,833 ​ 14,796 ​ 18,629 ​ 11,321 1964 - 1970 2007 20 years Kentucky (SNF) ​ 12,893 ​ 79,825 ​ 3,422 ​ — ​ — ​ 12,893 ​ 83,247 ​ 96,140 ​ 30,560 1964 - 1980 1999 - 2016 20 years to 33 years Maryland (SNF) ​ 1,480 ​ 19,663 ​ 1,183 ​ — ​ — ​ 1,480 ​ 20,846 ​ 22,326 ​ 9,922 1959 - 1977 2010 29 years to 30 years Tennessee (ALF, SNF) ​ ​ 7,664 ​ ​ 179,849 ​ ​ — ​ ​ — ​ ​ — ​ ​ 7,664 ​ ​ 179,849 ​ ​ 187,513 ​ ​ 36,829 ​ 1966 - 2016 2014 - 2016 25 years to 30 years Total Agemo Holdings, LLC ​ $ 38,181 ​ $ 439,133 ​ $ 40,967 ​ $ 1,468 ​ $ — ​ $ 38,181 ​ $ 481,568 ​ $ 519,749 ​ $ 148,739 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CommuniCare Health Services, Inc.: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Indiana (SNF) ​ $ 20,737 ​ $ 208,944 ​ $ 888 ​ $ — ​ $ 6,093 ​ $ 20,737 ​ $ 215,925 ​ $ 236,662 ​ $ 35,039 1963 - 2015 2013 - 2020 20 years to 30 years Maryland (SNF) ​ 7,190 ​ 74,029 ​ 4,803 ​ — ​ — ​ 7,190 ​ 78,832 ​ 86,022 ​ 27,810 1921 - 1985 2010 - 2011 25 years to 30 years Ohio (SNF, BHP) ​ 1,829 ​ 17,878 ​ 16,230 ​ 345 ​ ( 2,662 ) ​ 1,829 ​ 31,791 ​ 33,620 ​ 4,158 1979 - 2020 ​ 2005 - 2018 ​ 30 years to 39 years Pennsylvania (SNF) ​ 1,753 ​ 18,533 ​ 11,299 ​ — ​ — ​ 1,753 ​ 29,832 ​ 31,585 ​ 16,628 1950 - 1964 2005 39 years Virginia (SNF) ​ ​ 2,408 ​ ​ 10,757 ​ ​ 1,254 ​ ​ — ​ ​ — ​ ​ 2,408 ​ ​ 12,011 ​ ​ 14,419 ​ ​ 1,674 ​ 1979 2018 30 years West Virginia (SNF) ​ 450 ​ 14,759 ​ 184 ​ — ​ — ​ 450 ​ 14,943 ​ 15,393 ​ 4,496 1963 2011 35 years Total CommuniCare Health Services, Inc. ​ $ 34,367 ​ $ 344,900 ​ $ 34,658 ​ $ 345 ​ $ 3,431 ​ $ 34,367 ​ $ 383,334 ​ $ 417,701 ​ $ 89,805 ​ ​ ​ ​ ​ F-55 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION — continued (in thousands) December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Amount at ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial Cost to ​ Cost Capitalized ​ Which Carried at ​ ​ ​ ​ ​ ​ ​ ​ Life on Which ​ ​ Company ​ Subsequent to ​ Close of Period (3) (5) ​ ​ ​ ​ ​ ​ ​ ​ Depreciation ​ ​ ​ ​ ​ ​ ​ ​ Acquisition ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (6) ​ ​ ​ (7) ​ in Latest ​ ​ ​ ​ ​ Buildings and ​ ​ ​ ​ Carrying ​ (6) ​ ​ ​ ​ Buildings and ​ ​ ​ ​ Accumulated ​ Date of ​ Date ​ Income Statements Description (1) Land Improvements Improvements Cost Other Land Improvements Total Depreciation Construction Acquired is Computed Other: ​ ​ ​ ​ ​ ​ ​ ​ ​ Alabama (SNF) ​ $ 1,817 ​ $ 33,356 ​ $ 12,916 ​ $ — ​ $ — ​ $ 1,817 ​ $ 46,272 ​ $ 48,089 ​ $ 38,527 1960 - 1982 1992 - 1997 31 years to 33 years Arizona (ALF, SNF) ​ 10,737 ​ 86,537 ​ 488 ​ — ​ — ​ 10,737 ​ 87,025 ​ 97,762 ​ 22,325 1949 - 1999 2005 - 2014 33 years to 40 years Arkansas (ALF, SNF) 2,893 ​ 59,094 ​ 8,516 ​ — ​ ( 36 ) ​ 2,893 ​ 67,574 ​ 70,467 ​ 38,280 1967 - 1988 1992 - 2014 25 years to 31 years California (ALF, SH, SNF, TBI) ​ 86,015 ​ 460,611 ​ 5,095 ​ — ​ ( 599 ) ​ 86,015 ​ 465,107 ​ 551,122 ​ 107,122 1938 - 2013 1997 - 2015 5 years to 35 years Colorado (ILF, SNF) ​ 11,279 ​ 88,830 ​ 7,791 ​ — ​ — ​ 11,279 ​ 96,621 ​ 107,900 ​ 44,818 1925 - 1975 1998 - 2016 20 years to 39 years Connecticut (SNF) ​ 1,390 ​ 6,196 ​ — ​ — ​ — ​ 1,390 ​ 6,196 ​ 7,586 ​ 688 1991 2017 25 years Florida (ALF, SNF) ​ 53,683 ​ 527,086 ​ 13,016 ​ — ​ ( 12,968 ) ​ 52,743 ​ 528,074 ​ 580,817 ​ 195,254 1933 - 2019 1994 - 2017 2 years to 40 years Georgia (ALF, SNF) ​ 3,740 ​ 47,689 ​ 769 ​ — ​ — ​ 3,740 ​ 48,458 ​ 52,198 ​ 12,080 1967 - 1997 1998 - 2016 30 years to 40 years Idaho (SNF) ​ 6,205 ​ 61,203 ​ 1,763 ​ — ​ ( 13,922 ) ​ 6,205 ​ 49,044 ​ 55,249 ​ 18,181 1920 - 2008 1997 - 2014 25 years to 39 years Indiana (ALF, ILF, IRF, MOB, SH, SNF) ​ 27,792 ​ 376,542 ​ 435 ​ — ​ ( 1,841 ) ​ 27,771 ​ 375,157 ​ 402,928 ​ 123,502 1942 - 2008 1992 - 2018 20 years to 40 years Iowa (ALF, SNF) ​ 2,343 ​ 59,310 ​ — ​ — ​ — ​ 2,343 ​ 59,310 ​ 61,653 ​ 16,245 1961 - 1998 2010 - 2014 23 years to 33 years Kansas (SNF) ​ 4,153 ​ 43,482 ​ 14,218 ​ — ​ ( 4,850 ) ​ 4,092 ​ 52,911 ​ 57,003 ​ 17,999 1957 - 1977 2005 - 2011 25 years Kentucky (ALF, SNF) ​ 3,193 ​ 55,267 ​ 3,502 ​ — ​ — ​ 3,193 ​ 58,769 ​ 61,962 ​ 14,809 1969 - 2002 2014 33 years Louisiana (SNF) ​ 4,925 ​ 52,869 ​ 22,245 ​ 448 ​ ( 929 ) ​ 4,925 ​ 74,633 ​ 79,558 ​ 25,795 1957 - 2020 1997 - 2018 22 years to 39 years Massachusetts (SNF) ​ 4,580 ​ 29,444 ​ 1,784 ​ — ​ — ​ 4,580 ​ 31,228 ​ 35,808 ​ 20,820 1964 - 1992 1997 - 2010 20 years to 33 years Michigan (SNF, ALF) ​ 1,158 ​ 48,179 ​ 166 ​ — ​ — ​ 1,158 ​ 48,345 ​ 49,503 ​ 13,004 1964 - 1997 2005 - 2014 25 years to 33 years Minnesota (ALF, ILF, SNF) ​ 10,502 ​ 52,585 ​ 5,971 ​ — ​ — ​ 10,502 ​ 58,556 ​ 69,058 ​ 15,029 1966 - 1983 2014 33 years Mississippi (SNF) ​ 7,925 ​ 177,825 ​ 827 ​ — ​ — ​ 7,925 ​ 178,652 ​ 186,577 ​ 37,677 1962 - 2008 2009 - 2013 20 years to 40 years Missouri (SNF) ​ 6,268 ​ 109,731 ​ 693 ​ — ​ ( 30,351 ) ​ 6,259 ​ 80,082 ​ 86,341 ​ 18,417 1955 - 1994 1999 - 2019 25 years to 33 years Montana (SNF) ​ 1,319 ​ 11,698 ​ — ​ — ​ — ​ 1,319 ​ 11,698 ​ 13,017 ​ 2,662 1963 - 1971 2005 33 years Nebraska (SNF) ​ 750 ​ 14,892 ​ — ​ — ​ — ​ 750 ​ 14,892 ​ 15,642 ​ 4,239 1966 - 1969 2012 - 2015 20 years to 33 years Nevada (BHS, SH, SNF, TBI) ​ 8,811 ​ 92,797 ​ 8,350 ​ — ​ — ​ 8,811 ​ 101,147 ​ 109,958 ​ 24,323 1972 - 2012 2009 - 2017 25 years to 33 years New Hampshire (ALF, SNF) ​ 1,782 ​ 19,837 ​ 1,463 ​ — ​ — ​ 1,782 ​ 21,300 ​ 23,082 ​ 10,823 1963 - 1999 1998 - 2006 33 years to 39 years New Mexico (SNF) ​ 6,330 ​ 45,285 ​ 1,612 ​ — ​ — ​ 6,330 ​ 46,897 ​ 53,227 ​ 9,872 1960 - 1985 2005 10 years to 33 years North Carolina (SNF) ​ 6,286 ​ 89,383 ​ 4,580 ​ — ​ — ​ 6,286 ​ 93,963 ​ 100,249 ​ 36,305 1927 - 1992 1994 - 2017 30 years to 33 years Ohio (SH, SNF, ALF) ​ ​ 23,010 ​ ​ 287,213 ​ ​ 4,362 ​ ​ — ​ ​ — ​ ​ 23,010 ​ ​ 291,575 ​ ​ 314,585 ​ ​ 71,909 ​ 1920 - 2007 1994 - 2020 20 years to 39 years Oklahoma (SNF) ​ ​ 4,148 ​ ​ 29,749 ​ ​ — ​ ​ — ​ ​ — ​ ​ 4,148 ​ ​ 29,749 ​ ​ 33,897 ​ ​ 13,145 ​ 1965 - 2013 2010 - 2013 20 years to 33 years Oregon (ALF, SNF) ​ ​ 3,641 ​ ​ 45,218 ​ ​ 4,009 ​ ​ — ​ ​ — ​ ​ 3,641 ​ ​ 49,227 ​ ​ 52,868 ​ ​ 11,967 ​ 1959 - 2004 2005 - 2014 25 years to 33 years Pennsylvania (ALF, ILF, SNF) ​ ​ 14,762 ​ ​ 209,887 ​ ​ 366 ​ ​ — ​ ​ ( 5 ) ​ ​ 14,756 ​ ​ 210,254 ​ ​ 225,010 ​ ​ 76,097 ​ 1942 - 2012 2004 - 2018 20 years to 39 years Rhode Island (SNF) ​ ​ 3,299 ​ ​ 23,487 ​ ​ 3,804 ​ ​ — ​ ​ — ​ ​ 3,299 ​ ​ 27,291 ​ ​ 30,590 ​ ​ 14,327 ​ 1965 - 1981 2006 39 years South Carolina (SNF) ​ ​ 8,480 ​ ​ 76,912 ​ ​ 2,860 ​ ​ — ​ ​ — ​ ​ 8,480 ​ ​ 79,772 ​ ​ 88,252 ​ ​ 19,512 ​ 1959 - 2007 2014 - 2016 20 years to 33 years Tennessee (BHP, SNF) ​ ​ 5,883 ​ ​ 99,535 ​ ​ 5,897 ​ ​ — ​ ​ — ​ ​ 5,883 ​ ​ 105,432 ​ ​ 111,315 ​ ​ 54,375 ​ 1974 - 2018 1992 - 2017 20 years to 31 years Texas (SH, ALF, BHS, IRF, MOB, SNF) ​ ​ 66,436 ​ ​ 758,981 ​ ​ 28,684 ​ ​ 125 ​ ​ ( 62,302 ) ​ ​ 65,434 ​ ​ 726,490 ​ ​ 791,924 ​ ​ 180,376 ​ 1949 - 2019 1997 - 2019 20 years to 40 years United Kingdom (ALF) ​ ​ 87,678 ​ ​ 362,316 ​ ​ 8,729 ​ ​ — ​ ​ ( 16,476 ) ​ ​ 86,559 ​ ​ 355,688 ​ ​ 442,247 ​ ​ 61,208 ​ 1700 - 2012 2015 - 2020 25 years to 30 years Vermont (SNF) ​ ​ 318 ​ ​ 6,005 ​ ​ 602 ​ ​ — ​ ​ — ​ ​ 318 ​ ​ 6,607 ​ ​ 6,925 ​ ​ 3,103 ​ 1971 2004 39 years Virginia (ALF, SNF) ​ 9,321 ​ 124,901 ​ 179 ​ — ​ ( 174 ) ​ 9,147 ​ 125,080 ​ 134,227 ​ 24,399 1979 - 2007 2010 - 2017 30 years to 40 years Washington (ALF, SNF) ​ 11,719 ​ 138,055 ​ 2,736 ​ — ​ ( 68 ) ​ 11,652 ​ 140,790 ​ 152,442 ​ 42,557 1930 - 2004 1995 - 2015 20 years to 33 years West Virginia (SNF) ​ 1,523 ​ 52,187 ​ 6,878 ​ — ​ — ​ 1,523 ​ 59,065 ​ 60,588 ​ 38,718 1961 - 1996 1994 - 2008 25 years to 39 years Wisconsin (SNF) ​ 399 ​ 4,581 ​ 2,154 ​ — ​ — ​ 399 ​ 6,735 ​ 7,134 ​ 2,316 1974 2005 33 years Total Other ​ $ 516,493 ​ $ 4,868,755 ​ $ 187,460 ​ $ 573 ​ $ ( 144,521 ) ​ $ 513,094 ​ $ 4,915,666 ​ $ 5,428,760 ​ $ 1,482,805 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 887,166 ​ $ 7,407,273 ​ $ 506,994 ​ $ 43,755 ​ $ ( 143,034 ) ​ $ 883,767 ​ $ 7,818,387 ​ $ 8,702,154 ​ $ 1,996,914 (1) The real estate included in this schedule is being used in either the operation of skilled nursing facilities (“SNF”), assisted living facilities (“ALF”), independent living facilities (“ILF”), traumatic brain injury (“TBI”), medical office buildings (“MOB”) or specialty hospitals (“SH”) located in the states or country indicated. (2) Certain of the real estate indicated are security for the HUD loan borrowings totaling $ 367.2 million at December 31, 2020. ​ ​ ​ ​ F-56 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. ​ SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION — continued (in thousands) December 31, 2020 (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2018 2019 2020 Balance at beginning of period ​ $ 7,655,960 ​ $ 7,746,410 ​ $ 8,985,994 Acquisitions through foreclosure ​ — ​ 143,753 ​ — Acquisitions (a) ​ 294,202 ​ 1,201,924 ​ 125,060 Impairment ​ ( 35,014 ) ​ ( 48,939 ) ​ ( 69,913 ) Improvements ​ 187,408 ​ 170,997 ​ 88,130 Disposals/other ​ ( 356,146 ) ​ ( 228,151 ) ​ ( 427,117 ) Balance at close of period ​ $ 7,746,410 ​ $ 8,985,994 ​ $ 8,702,154 (a) Includes approximately $ 158.6 million, $ 750.6 million and $ 19.1 million of non-cash consideration exchanged and/or valuation adjustments during the years ended December 31, 2018, 2019 and 2020, respectively. (4) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2018 2019 2020 Balance at beginning of period ​ $ 1,376,828 ​ $ 1,562,619 ​ $ 1,787,425 Provisions for depreciation ​ 280,871 ​ 301,177 ​ 329,508 Dispositions/other ​ ( 95,080 ) ​ ( 76,371 ) ​ ( 120,019 ) Balance at close of period ​ $ 1,562,619 ​ $ 1,787,425 ​ $ 1,996,914 (5) The reported amount of our real estate at December 31, 2020 is greater than the tax basis of the real estate by approximately $ 0.2 billion. (6) Reflects bed sales, impairments (including the write-off of accumulated depreciation), land easements and impacts from foreign currency exchange rates. (7) To the extent that we acquired an entity previously owning the underlying facility, the acquisition date reflects the date that the entity acquired the facility. ​ ​ ​ ​ F-57 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE (in thousands) December 31, 2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying ​ Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Face ​ Amount ​ Subject to ​ ​ ​ ​ ​ ​ ​ ​ Final ​ ​ ​ ​ ​ Amount ​ of ​ Delinquent ​ ​ ​ ​ Interest ​ Fixed/ ​ Maturity ​ ​ ​ Prior ​ of ​ Mortgages ​ Principal Grouping Description (1) Rate Variable Date Periodic Payment Terms Liens Mortgages (3) (4) (6) or Interest ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ First Mortgages ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1 Michigan (25 SNFs) 10.90 % F (2) 2029 Interest plus approximately $ 152.0 of principal payable monthly with $ 352,454 due at maturity None ​ $ 415,000 ​ $ 374,607 ​ $ — ​ 2 Michigan (5 SNFs) 9.95 % F (2) 2029 Interest plus approximately $ 11.0 of principal payable monthly with $ 42,341 due at maturity None ​ 44,200 ​ 43,936 ​ — ​ 3 Michigan (2 SNFs) 10.18 % F (2) 2029 Interest plus approximately $ 3.0 of principal payable monthly with $ 10,466 due at maturity None ​ 11,000 ​ 10,900 ​ — ​ 4 Maryland (3 SNFs) 13.75 % F (2) 2028 Interest payable monthly until maturity None ​ 74,928 ​ 35,964 ​ — ​ 5 Ohio (2 SNFs) and Pennsylvania (5 SNFs and 2 ALFs) 10.59 % F (2) 2027 Interest payable monthly until maturity None ​ 112,500 ​ 112,500 ​ — ​ 6 Idaho (1 specialty facility) 10.00 % F 2021 Interest payable monthly until maturity None ​ 19,000 ​ 19,000 ​ — ​ 7 Texas (1specialty facility) 7.85 % F 2025 Interest plus approximately $ 128.0 of principal payable monthly with $ 59,749 due at maturity None ​ 72,960 ​ 67,012 ​ — ​ 8 Massachusetts (1 specialty facility) 9.00 % F 2023 Interest plus approximately $ 50.0 of principal payable monthly with $ 6,078 due at maturity None ​ 9,000 ​ 7,691 ​ — ​ 9 Tennessee ( 1 SNF) 8.35 % F 2015 Past due None ​ 6,997 ​ 1,472 ​ 1,472 (5) 10 ​ Michigan (1 SNF) ​ 9.20 % F (2) ​ 2029 ​ Interest payable monthly until maturity ​ None ​ ​ 14,045 ​ ​ 14,045 ​ ​ — ​ 11 Michigan (1 SNF) 10.18 % F (2) 2029 Interest plus approximately $ 3.0 of principal payable monthly with $ 17,613 due at maturity None ​ 18,147 ​ 18,115 ​ — ​ 12 ​ Ohio (2 SNFs) ​ 9.50 % F ​ 2021 ​ Interest payable monthly until maturity ​ None ​ ​ 43,150 ​ ​ 43,150 ​ ​ — ​ 13 ​ Michigan (8 SNFs and 1 ALF) ​ 10.31 % F (2) ​ 2029 ​ Interest plus approximately $ 13.0 of principal payable monthly with $ 81,302 due at maturity ​ None ​ ​ 83,454 ​ ​ 83,368 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital Expenditure Mortgages ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 17 Michigan 10.23 % F (2) 2029 Interest payable monthly until maturity None ​ 465 ​ 455 ​ — ​ 16 ​ Michigan ​ 11.90 % F (2) ​ 2029 ​ Interest payable monthly until maturity ​ None ​ ​ 4,220 ​ ​ 4,220 ​ ​ — ​ 15 ​ Michigan ​ 11.60 % F (2) ​ 2029 ​ Interest payable monthly until maturity ​ None ​ ​ 4,120 ​ ​ 4,112 ​ ​ — ​ 14 ​ Michigan ​ 11.31 % F (2) ​ 2029 ​ Interest payable monthly until maturity ​ None ​ ​ 9,645 ​ ​ 9,373 ​ ​ — ​ 18 Michigan 10.49 % F (2) 2029 Interest payable monthly until maturity None ​ 24,175 ​ 23,032 ​ — ​ 19 Michigan 9.95 % F (2) 2029 Interest payable monthly until maturity None ​ 500 ​ 490 ​ — ​ 20 Michigan 9.74 % F (2) 2029 Interest payable monthly until maturity None ​ 5,450 ​ 4,726 ​ — ​ 21 ​ Michigan ​ 9.18 % F (2) ​ 2029 ​ Interest payable monthly until maturity ​ None ​ ​ 2,900 ​ ​ 2,542 ​ ​ — ​ 22 ​ Michigan ​ 9.50 % F (2) ​ 2029 ​ Interest payable monthly until maturity ​ None ​ ​ 200 ​ ​ 187 ​ ​ — ​ 23 ​ Michigan ​ 10.23 % F (2) ​ 2029 ​ Interest payable monthly until maturity ​ None ​ ​ 3,025 ​ ​ 3,025 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Construction Mortgages ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 24 Michigan (1 SNF) 10.18 % F (2) 2021 Interest payable monthly until maturity None ​ 17,032 ​ 17,004 ​ — ​ 25 Ohio (1 SNF) 8.50 % F (2) 2021 Interest payable monthly until maturity None ​ 14,000 ​ 12,727 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for credit loss on mortgage loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ( 28,340 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,010,113 ​ $ 885,313 ​ $ 1,472 ​ (1) Loans included in this schedule represent first mortgages, capital expenditure mortgages and construction mortgages on facilities used in the delivery of long-term healthcare of which such facilities are located in the states indicated. (2) Interest on the loans escalates annually at a fixed rate. (3) The aggregate cost for federal income tax purposes is approximately $ 919.2 million. ​ ​ ​ ​ ​ F-58 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE — continued (in thousands) December 31, 2020 (4) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2018 2019 2020 Balance at beginning of period ​ $ 671,232 ​ $ 710,858 ​ $ 773,563 Additions during period - new mortgage loans or additional fundings (a) ​ 65,841 ​ 129,108 ​ 149,957 Deductions during period - collection of principal/other (b) ​ ( 26,215 ) ​ ( 66,403 ) ​ ( 9,867 ) Allowance for credit loss on mortgage loans ​ — ​ — ​ ( 28,340 ) Balance at close of period ​ $ 710,858 ​ $ 773,563 ​ $ 885,313 (a) The 2018 amount includes $ 0.5 million of non-cash interest paid-in-kind. The 2019 amount includes $ 0.3 million of non-cash interest paid-in-kind. The 2020 amount includes $ 0.6 million of non-cash interest paid-in-kind and $ 86.9 million of non-cash placement of mortgage capital. (b) The 2018 amount includes $ 0.1 million of amortization of premium. The 2019 amount includes $ 11.9 million of non-cash deed-in-lieu of foreclosure. ​ (5) Mortgage written down to the fair value of the underlying collateral. (6) Mortgages included in the schedule which were extended during 2020 aggregated approximately $ 35.1 million. ​ ​ ​ ​ ​ ​ F-59 Table of Contents INDEX TO EXHIBITS TO 2020 FORM 10-K ​ ​ EXHIBIT NUMBER DESCRIPTION 2.1 Agreement and Plan of Merger, dated as of January 2, 2019, by and among Omega Healthcare Investors, Inc., OHI Healthcare Properties Limited Partnership, MedEquities Realty Trust, Inc., MedEquities OP GP, LLC and MedEquities Realty Operating Partnership, LP together with First Amendment thereto dated March 26, 2019 (Incorporated by reference to Annex A of Amendment No. 1 to Form S-4, filed March 29, 2019). 3.1 Articles of Amendment and Restatement of Omega Healthcare Investors, Inc., as amended. (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3ASR, filed September 3, 2015). 3.2 Articles Supplementary of Omega Healthcare Investors, Inc. filed with the State Department of Assessments and Taxation of Maryland on November 5, 2019 (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2019). 3.3 Amended and Restated Bylaws of Omega Healthcare Investors, Inc. as of June 8, 2017 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed June 9, 2017). 3.4 Certificate of Limited Partnership of OHI Healthcare Properties Limited Partnership (Incorporated by reference to Exhibit 3.121 to the Company’s Form S-4, filed April 16, 2015). 3.5 Second Amended and Restated Agreement of Limited Partnership by and among Omega Healthcare Investors, Inc., OHI Healthcare Properties Holdco, Inc., and Aviv Healthcare Properties Limited Partnership (Incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed April 3, 2015). 4.0 See Exhibits 3.1 to 3.5. 4.1 Indenture, dated as of March 11, 2014, by and among the Company, the guarantors named therein, and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed March 11, 2014). 4.1A First Supplemental Indenture, dated as of June 27, 2014, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q, filed August 6, 2014). 4.1B Second Supplemental Indenture, dated as of November 25, 2014, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association, and that certain Third Supplemental Indenture, dated as of January 23, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.4B to the Company’s Annual Report on Form 10-K, filed February 27, 2015). 4.1C Fourth Supplemental Indenture, dated effective as of March 2, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.3B to the Company’s Quarterly Report on Form 10-Q, filed May 8, 2015). 4.1D Fifth Supplemental Indenture, dated as of April 1, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.3C to the Company’s Quarterly Report on Form 10-Q, filed May 8, 2015). 4.1E Sixth Supplemental Indenture, dated as of August 4, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q, filed November 6, 2015). 4.1F Seventh Supplemental Indenture, dated as of November 9, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.2F to the Company’s Annual Report on Form 10-K, filed February 29, 2016). I-1 Table of Contents 4.1G Eighth Supplemental Indenture, dated as of March 29, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, filed May 6, 2016). 4.1H Ninth Supplemental Indenture, dated as of May 13, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, filed August 5, 2016). 4.1I Tenth Supplemental Indenture, dated as of August 9, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2016). 4.1J Eleventh Supplemental Indenture, dated as of November 10, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.2J to the Company’s Annual Report on Form 10-K, filed February 24, 2017). 4.1K Twelfth Supplemental Indenture, dated as of March 17, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, filed May 5, 2017). 4.1L Thirteenth Supplemental Indenture, dated as of May 11, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.1M Fourteenth Supplemental Indenture, dated as of May 25, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1A to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.2 Indenture, dated as of September 11, 2014, by and among the Company, the subsidiary guarantors named therein, and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed September 11, 2014). 4.2A First Supplemental Indenture, dated as of November 25, 2014, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association, and that certain Second Supplemental Indenture, dated as of January 23, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.5A to the Company’s Annual Report on Form 10-K, filed February 27, 2015). 4.2B Third Supplemental Indenture, dated effective as of March 2, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.2B to the Company’s Registration Statement on Form S-4, filed April 16, 2015). 4.2C Fourth Supplemental Indenture, dated as of April 1, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.2B to the Company’s Registration Statement on Form S-4, filed April 16, 2015). 4.2D Fifth Supplemental Indenture, dated as of August 4, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q, filed November 6, 2015). 4.2E Sixth Supplemental Indenture, dated as of November 9, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.3E to the Company’s Annual Report on Form 10-K, filed February 29, 2016). 4.2F Seventh Supplemental Indenture, dated as of March 29, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q, filed May 6, 2016). 4.2G Eighth Supplemental Indenture, dated as of May 13, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q, filed August 5, 2016). I-2 Table of Contents 4.2H Ninth Supplemental Indenture, dated as of August 9, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2016). 4.2I Tenth Supplemental Indenture, dated as of November 10, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.3I to the Company’s Annual Report on Form 10-K, filed February 24, 2017). 4.2J Eleventh Supplemental Indenture, dated as of March 17, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q, filed May 5, 2017). 4.2K Twelfth Supplemental Indenture, dated as of May 11, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.2L Thirteenth Supplemental Indenture, dated as of May 25, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.2A to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.3 Indenture, dated as of March 18, 2015, by and among the Company, the subsidiary guarantors named therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed March 24, 2015). 4.3A First Supplemental Indenture, dated as of April 1, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.5A to the Company’s Quarterly Report on Form 10-Q, filed May 8, 2015). 4.3B Second Supplemental Indenture, dated as of August 4, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.2A to the Company’s Registration Statement on Form S-4, filed October 6, 2015). 4.3C Third Supplemental Indenture, dated as of November 9, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.2B to the Amendment to the Company’s Registration Statement on Form S-4/A, filed November 12, 2015). 4.3D Fourth Supplemental Indenture, dated as of March 29, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q, filed May 6, 2016). 4.3E Fifth Supplemental Indenture, dated as of May 13, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q, filed August 5, 2016). 4.3F Sixth Supplemental Indenture, dated as of August 9, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2016). 4.3G Seventh Supplemental Indenture, dated as of November 10, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.4G to the Company’s Annual Report on Form 10-K, filed February 24, 2017 ). 4.3H Eighth Supplemental Indenture, dated as of March 17, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q, filed May 5, 2017). 4.3I Ninth Supplemental Indenture, dated as of May 11, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). I-3 Table of Contents 4.3J Tenth Supplemental Indenture, dated as of May 25, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.3A to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.4 Indenture, dated as of September 23, 2015, by and among the Company, each of the subsidiary guarantors listed therein, and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed September 29, 2015). 4.4A First Supplemental Indenture, dated as of November 9, 2015, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1A to the Company’s Registration Statement on Form S-4, filed November 12, 2015). 4.4B Second Supplemental Indenture, dated as of March 29, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q, filed May 6, 2016). 4.4C Third Supplemental Indenture, dated as of May 13, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q, filed August 5, 2016). 4.4D Fourth Supplemental Indenture, dated as of August 9, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2016). 4.4E Fifth Supplemental Indenture, dated as of November 10, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.5E to the Company’s Annual Report on Form 10-K, filed February 24, 2017). 4.4F Sixth Supplemental Indenture, dated as of March 17, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q, filed May 5, 2017). 4.4G Seventh Supplemental Indenture, dated as of May 11, 2017 among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.4H Eighth Supplemental Indenture, dated as of May 25, 2017 among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.4A to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.5 Indenture, dated as of July 12, 2016, by and among the Company, each of the subsidiary guarantors listed therein, and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed July 12, 2016). 4.5A First Supplemental Indenture, dated as of August 9, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.6A to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2016). 4.5B Second Supplemental Indenture, dated as of November 10, 2016, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.6B to the Company’s Annual Report on Form 10-K, filed February 24, 2017). 4.5C Third Supplemental Indenture, dated as of March 17, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q, filed May 5, 2017). 4.5D Fourth Supplemental Indenture, dated as of May 11, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). I-4 Table of Contents 4.5E Fifth Supplemental Indenture, dated as of May 25, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.5A to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.6 Indenture, dated as of April 4, 2017, by and among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed April 4, 2017). 4.6A First Supplemental Indenture, dated as of May 11, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.6A to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.6B Second Supplemental Indenture, dated as of May 25, 2017, among the Company, each of the subsidiary guarantors listed therein and U.S. Bank National Association (Incorporated by reference to Exhibit 4.6B to the Company’s Quarterly Report on Form 10-Q, filed August 9, 2017). 4.7 Indenture, dated as of September 20, 2019, among the Company, OHI Healthcare Properties Limited Partnership and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed September 20, 2019). 4.8 Indenture, dated as of October 9, 2020, among the Company, OHI Healthcare Properties Limited Partnership and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed October 9, 2020). 4.8A First Supplemental Indenture, dated as of October 30, 2020, among the Company, OHI Healthcare Properties Limited Partnership and U.S. Bank National Association (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, filed November 3, 2020). 4.9 Description of Securities registered under Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 10-K, filed February 28, 2020). 10.1 Form of Directors and Officers Indemnification Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K, filed February 23, 2018). 10.2 Amended and Restated Deferred Stock Plan, dated October 16, 2012, and forms of related agreements (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed November 7, 2012). 10.3 Credit Agreement, dated as of May 25, 2017, among the Company, each of the subsidiary guarantors listed therein, the lenders named therein and Bank of America, N.A. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed May 31, 2017). 10.3A First Amendment to the Credit Agreement, dated as of May 25, 2017, among the Company, each of the subsidiary guarantors listed therein and Bank of America, N.A. dated as of February 1, 2019 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report Form 8-K, filed February 6, 2019). 10.3B Second Amendment to Credit Agreement, dated as of May 25, 2017, among the Company, each of the subsidiary guarantors listed therein and Bank of America, N.A. dated as of October 28, 2019 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed May 8, 2020). 10.4 Credit Agreement, dated as of May 25, 2017, among OHI Healthcare Properties Limited Partnership, the lenders named therein and Bank of America, N.A. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed May 31, 2017). 10.4A First Amendment to the Credit Agreement dated as of May 25, 2017, among OHI Healthcare Properties Limited Partnership and Bank of America, N.A. dated as of February 1, 2019 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report Form 8-K, filed February 6, 2019). 10.4B Second Amendment to the Credit Agreement, dated as of May 25, 2017, among OHI Healthcare Properties Limited Partnership and Bank of America, N.A. dated as of October 28, 2019 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed May 8, 2020). I-5 Table of Contents 10.5 Amended and Restated Credit Agreement, dated as of May 25, 2017, among the Company, each of the subsidiary guarantors listed therein, the lenders named therein and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed May 31, 2017). 10.5A First Amendment to the Credit Agreement dated as of May 25, 2017, among the Company, each of the subsidiary guarantors listed therein and MUFG Bank, LTD. (F/K/A The Bank of Tokyo-Mitsubishi UFJ, LTD.) dated as of February 1, 2019 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report Form 8-K, filed February 6, 2019). 10.5B Second Amendment to the Credit Agreement, dated as of May 25, 2017, among the Company, each of the subsidiary guarantors listed therein and MUFG Bank, LTD. (F/K/A The Bank of Tokyo-Mitsubishi UFJ, LTD.) dated as of October 28, 2019 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed May 8, 2020). 10.6 Form of Equity Distribution Agreement, dated September 3, 2015, among the Company and each of BB&T Capital Markets, a division of BB&T Securities, LLC, Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Stifel, Nicolaus & Company, Incorporated, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed September 4, 2015). 10.7 Form of Amendment dated September 7, 2018 to Equity Distribution Agreement dated September 3, 2015, among the Company. and each of BB&T Capital Markets, a division of BB&T Securities, LLC, Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., JPMorgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Stifel, Nicolaus & Company, Incorporated, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed September 7, 2018). 10.8 Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed June 11, 2018). + 10.8A 2019 Form of Time-Based Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8A of the Company’s Annual Report on Form 10-K filed February 26, 2019). + 10.8B 2019 Form of Time-Based Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8B of the Company’s Annual Report on Form 10-K filed February 26, 2019). + 10.8C 2019 Form of TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8C of the Company’s Annual Report on Form 10-K filed February 26, 2019). + 10.8D 2019 Form of TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8D of the Company’s Annual Report on Form 10-K filed February 26, 2019). + 10.8E 2019 Form of Relative TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8E of the Company’s Annual Report on Form 10-K filed February 26, 2019). + 10.8F 2019 Form of Relative TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8F of the Company’s Annual Report on Form 10-K filed February 26, 2019). + 10.8G 2020 Form of Time-Based Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8G to the Company’s Annual Report on Form 10-K, filed February 28, 2020). + I-6 Table of Contents 10.8H 2020 Form of Time-Based Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8H to the Company’s Annual Report on Form 10-K, filed February 28, 2020). + 10.8I 2020 Form of TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8I to the Company’s Annual Report on Form 10-K, filed February 28, 2020). + 10.8J 2020 Form of TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8J to the Company’s Annual Report on Form 10-K, filed February 28, 2020). + 10.8K 2020 Form of Relative TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8K to the Company’s Annual Report on Form 10-K, filed February 28, 2020). + 10.8L 2020 Form of Relative TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8L to the Company’s Annual Report on Form 10-K, filed February 28, 2020). + 10.9 Form of Officer Deferred Performance Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q, filed August 5, 2013). + 10.10 Form of Employment Agreement for Company’s executive officers, other than Ms. Makode, effective as of January 1, 2020 for the Company’s executive officers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed December 20, 2019). + 10.11 Employment Agreement, effective as of January 1, 2020, between the Company and Gail Makode (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed December 20, 2019). + 10.12 Form of Amendment to Employment Agreement for the Company’s executive officers, effective as of January 1, 2021 for the Company’s executive officers. +* 10.13 Form of Time-Based Restricted Stock Unit Agreement for Grants made 2016, 2017 and 2018 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed March 23, 2016). + 10.14 Form of Performance-Based Restricted Stock Unit Agreement for Grants made 2016, 2017 and 2018 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed March 23, 2016). + 10.15 Form of Performance-Based LTIP Unit Agreement for Grants made 2016, 2017 and 2018 (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed March 23, 2016). + 10.16 Amended and Restated Phantom Partnership Unit Award Agreement, dated as of September 17, 2010, among Aviv Asset Management, L.L.C., Steven J. Insoft and Aviv Healthcare Properties Limited Partnership (Incorporated by reference to Exhibit 10.8 to Aviv REIT, Inc.’s Registration Statement on Form S-4, filed May 2, 2011). + 10.17 Omega Healthcare Investors, Inc. Deferred Cash Compensation Plan with form of Deferral Agreement pursuant to the Omega Healthcare Investors, Inc. Deferred Cash Compensation Plan (June 30, 2018) (Incorporated by reference to Exhibit 10.2 to Omega Healthcare Investor Inc.’s Form 10-Q filed August 8, 2018). + 10.18 Transition Agreement and Release, dated as of July 8, 2020, among the Company, Omega Asset Management LLC and Michael D. Ritz (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed July 14, 2020). + 10.19 Consulting Agreement, entered into as of July 8, 2020 and effective as of August 16, 2020, among the Company and Michael D. Ritz (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed July 14, 2020). + 21.1 Subsidiaries of the Registrant.* 22.1 Subsidiary guarantors of guaranteed securities.* 23.1 Consent of Independent Registered Public Accounting Firm for Omega Healthcare Investors, Inc.* 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Omega Healthcare Investors, Inc.* I-7 Table of Contents 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Omega Healthcare Investors, Inc.* 32.1 Section 1350 Certification of the Chief Executive Officer of Omega Healthcare Investors, Inc.* 32.2 Section 1350 Certification of the Chief Financial Officer of Omega Healthcare Investors, Inc.* 101 The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). * Exhibits that are filed or furnished herewith. + Management contract or compensatory plan, contract or arrangement. ​ ​ ​ ​ ​ ​ I-8 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ​ ​ ​ ​ OMEGA HEALTHCARE INVESTORS, INC. ​ Registrant ​ ​ ​ ​ Date: February 22, 2021 ​ By: /s/ C. Taylor Pickett ​ ​ ​ C. Taylor Pickett ​ ​ ​ Chief Executive Officer ​ ​ ​ ​ ​ ​ ​ I-9 Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Omega Healthcare Investors, Inc., for itself and in the capacities on the date indicated. ​ ​ ​ ​ ​ Signatures Title Date /s/ C. Taylor Pickett ​ Chief Executive Officer ​ February 22, 2021 C. Taylor Pickett ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Robert O. Stephenson ​ Chief Financial Officer ​ February 22, 2021 Robert O. Stephenson ​ (Principal Financial Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Neal A. Ballew ​ Chief Accounting Officer ​ February 22, 2021 Neal A. Ballew ​ (Principal Accounting Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Craig R. Callen ​ Chairman of the Board ​ February 22, 2021 Craig R. Callen ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Kapila K. Anand ​ Director ​ February 22, 2021 Kapila K. Anand ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Barbara B. Hill ​ Director ​ February 22, 2021 Barbara B. Hill ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Kevin J. Jacobs ​ Director ​ February 22, 2021 Kevin J. Jacobs ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Edward Lowenthal ​ Director ​ February 22, 2021 Edward Lowenthal ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ C. Taylor Pickett ​ Director ​ February 22, 2021 C. Taylor Pickett ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Stephen D. Plavin ​ Director ​ February 22, 2021 Stephen D. Plavin ​ /s/ Burke W. Whitman ​ Director ​ February 22, 2021 Burke W. Whitman ​ ​ ​ ​ ​ ​ ​ ​ I-10