OMEGA HEALTHCARE INVESTORS INC 10-K

Item 9A – Controls and Procedures Evaluation of Disclosure Controls and Procedures In connection with the preparation of our Form 10-K as of and for the year ended December 31, 2022, management evaluated the effectiveness of the design and operation of disclosure controls and procedures of the Company as of December 31, 2022. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer of the Company concluded that the disclosure controls and procedures of the Company were effective at the reasonable assurance level as of December 31, 2022. 48 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. The 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 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, 2022. 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, 2022, 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 2022 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, 2022 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. Item 9C – Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. ​ ​ 49 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 2023 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 2023 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 2023 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, 2022: 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 4,145,974 ​ $ — 2,093,354 Equity compensation plans not approved by security holders — ​ — — Total 4,145,974 ​ $ — 2,093,354 (1) Reflects (i) 353,185 time-based restricted stock units (“RSUs”) and profit interest units (“PIUs”), (ii) 3,145,918 shares related to performance-based RSUs ( “PRSUs”) and performance-based PIUs that could be issued if certain performance conditions are achieved and (iii) 646,871 shares in respect of outstanding deferred stock units. (2) No exercise price is payable with respect to the RSUs and PRSUs. (3) Reflects (i) 1,621,463 shares of common stock under our 2018 Stock Incentive Plan and (ii) 471,891 shares of common stock under the Omega Healthcare In vestors, Inc. Employee Stock Purchase Plan. ​ 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 2023 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 2023 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 (PCAOB ID: 42 ) ​ F-1 ​ ​ ​ Consolidated Balance Sheets as of December 31, 2022 and 2021 ​ F-4 Consolidated Statements of Operations for the three years ended December 31, 2022 ​ F-5 Consolidated Statements of Comprehensive Income for the three years ended December 31, 2022 ​ F-6 Consolidated Statements of Equity for the three years ended December 31, 2022 ​ F-7 Consolidated Statements of Cash Flows for the three years ended December 31, 2022 ​ F-8 Notes to Consolidated Financial Statements ​ F-9 ​ (a)(2) Financial Statement Schedules. The following consolidated financial statement schedules are included herein: ​ ​ ​ Schedule III – Real Estate and Accumulated Depreciation ​ F-69 ​ ​ ​ Schedule IV – Mortgage Loans on Real Estate ​ F-71 ​ 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) Exhibits — See “ Index to Exhibits ” beginning on Page I-1 of this report. Item 16 – Form 10-K Summary None. ​ ​ 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, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 14, 2023 expressed an unqualified opinion thereon. ​ 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 Collectibility of future lease payments Description of the Matter During 2022, the Company recognized rental income of $750.2 million and recorded straight-line rent and lease inducement receivables of $172.1 million at December 31, 2022. 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 collectibility of substantially all 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 collectibility of future lease payments. The determination involves consideration of the lessee’s payment history, an assessment of the financial strength of the lessee and any guarantors, where applicable, 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). 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 collectibility of future lease payments. For example, we tested controls over management’s consideration of the factors used in assessing collectibility 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 collectibility of future lease payments. For example, we assessed the lessee’s payment history, historical operating results of the properties, and factors contributing to the financial strength of the lessee, including current and future economic conditions, as well as management’s assessment of the expectation of performance of 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 14, 2023 ​ ​ 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, 2022, 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, 2022, 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, 2022 and 2021, 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, 2022, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2) and our report dated February 14, 2023 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 14, 2023 ​ ​ ​ F-3 Table of Contents ​ OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ​ ​ ​ ​ ​ ​ ASSETS ​ ​ ​ ​ ​ Real estate assets ​ ​ Buildings and improvements $ 7,347,853 $ 7,515,658 Land ​ 923,605 ​ ​ 919,180 Furniture and equipment ​ 499,902 ​ ​ 519,845 Construction in progress ​ 88,904 ​ ​ 74,062 Total real estate assets ​ 8,860,264 ​ ​ 9,028,745 Less accumulated depreciation ( 2,322,773 ) ( 2,181,528 ) Real estate assets – net 6,537,491 6,847,217 Investments in direct financing leases – net 8,503 10,873 Real estate loans receivable – net 1,042,731 1,180,786 Investments in unconsolidated joint ventures 178,920 194,687 Assets held for sale 9,456 203,025 Total real estate investments ​ 7,777,101 ​ ​ 8,436,588 Non-real estate loans receivable – net 225,281 124,184 Total investments 8,002,382 8,560,772 ​ ​ ​ ​ ​ ​ Cash and cash equivalents 297,103 20,534 Restricted cash 3,541 3,877 Contractual receivables – net 8,228 11,259 Other receivables and lease inducements ​ 177,798 ​ ​ 251,815 Goodwill 643,151 651,417 Other assets 272,960 138,804 Total assets $ 9,405,163 $ 9,638,478 ​ ​ ​ ​ ​ ​ LIABILITIES AND EQUITY Revolving credit facility $ 19,246 $ — Secured borrowings 366,596 362,081 Senior notes and other unsecured borrowings – net 4,900,992 4,891,455 Accrued expenses and other liabilities 315,047 276,716 Total liabilities 5,601,881 5,530,252 ​ ​ ​ ​ ​ ​ Equity: ​ Preferred stock $ 1.00 par value authorized – 20,000 shares, issued and outstanding – none ​ — ​ ​ — Common stock $ 0.10 par value authorized – 350,000 shares, issued and outstanding – 234,252 shares as of December 31, 2022 and 239,061 shares as of December 31, 2021 23,425 ​ 23,906 Additional paid-in capital 6,314,203 ​ 6,427,566 Cumulative net earnings 3,438,401 ​ 3,011,474 Cumulative dividends paid ( 6,186,986 ) ​ ( 5,553,908 ) Accumulated other comprehensive income (loss) 20,325 ​ ( 2,200 ) Total stockholders’ equity 3,609,368 ​ 3,906,838 Noncontrolling interest 193,914 ​ 201,388 Total equity 3,803,282 ​ 4,108,226 Total liabilities and equity $ 9,405,163 $ 9,638,478 ​ 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, ​ 2022 2021 2020 Revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental income ​ $ 750,208 ​ $ 923,677 ​ $ 753,427 Income from direct financing leases ​ 1,023 ​ 1,029 ​ 1,033 Interest income ​ 123,919 ​ 136,382 ​ 134,286 Miscellaneous income ​ 3,094 ​ 1,721 ​ 3,635 Total revenues ​ 878,244 ​ 1,062,809 892,381 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Expenses ​ ​ Depreciation and amortization ​ 332,407 ​ 342,014 ​ 329,924 General and administrative ​ 69,397 ​ 64,628 ​ 59,889 Real estate taxes ​ ​ 15,500 ​ ​ 12,260 ​ ​ 12,316 Acquisition, merger and transition related costs ​ 42,006 ​ 1,814 ​ 2,018 Impairment on real estate properties ​ 38,451 ​ 44,658 ​ 72,494 Recovery on direct financing leases ​ — ​ ( 717 ) ​ ( 3,079 ) Provision for credit losses ​ 68,663 ​ 77,733 ​ 37,997 Interest expense ​ 233,244 ​ 234,604 ​ 223,389 Total expenses ​ 799,668 ​ 776,994 734,948 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ Other expense – net ​ ( 1,997 ) ​ ( 581 ) ​ ( 879 ) Loss on debt extinguishment ​ ( 389 ) ​ ( 30,763 ) ​ ( 13,340 ) Gain on assets sold – net ​ ​ 359,951 ​ ​ 161,609 ​ ​ 19,113 Total other income ​ ​ 357,565 ​ ​ 130,265 ​ ​ 4,894 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income tax expense and income from unconsolidated joint ventures ​ 436,141 ​ 416,080 162,327 Income tax expense ​ ( 4,561 ) ​ ( 3,840 ) ​ ( 4,925 ) Income from unconsolidated joint ventures ​ 7,261 ​ 16,062 ​ 6,143 Net income ​ 438,841 ​ 428,302 163,545 Net income attributable to noncontrolling interest ​ ( 11,914 ) ​ ( 11,563 ) ​ ( 4,218 ) Net income available to common stockholders ​ $ 426,927 ​ $ 416,739 $ 159,327 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share available to common stockholders: ​ ​ Basic: ​ ​ ​ ​ Net income available to common stockholders ​ $ 1.81 ​ $ 1.76 ​ $ 0.70 Diluted: ​ ​ ​ Net income ​ $ 1.80 ​ $ 1.75 ​ $ 0.70 ​ See accompanying notes. ​ F-5 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 Net income ​ $ 438,841 ​ $ 428,302 ​ $ 163,545 Other comprehensive income (loss): ​ ​ ​ Foreign currency translation ​ ( 32,770 ) ​ ( 1,842 ) ​ 7,762 Cash flow hedges ​ 55,949 ​ 12,689 ​ 20,087 Total other comprehensive income ​ 23,179 ​ 10,847 ​ 27,849 Comprehensive income ​ 462,020 ​ 439,149 ​ 191,394 Comprehensive income attributable to noncontrolling interest ​ ( 12,568 ) ​ ( 11,842 ) ​ ( 4,977 ) Comprehensive income attributable to common stockholders ​ $ 449,452 ​ $ 427,307 ​ $ 186,417 ​ See accompanying notes. ​ ​ F-6 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF 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 Income (Loss) Equity Interest Equity 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 ​ — ​ 19,064 ​ ​ — ​ ​ — ​ ​ — ​ 19,064 ​ — ​ 19,064 Issuance of common stock ​ 452 ​ 151,409 ​ — ​ — ​ — ​ 151,861 ​ — ​ 151,861 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 ) Other comprehensive income ​ — ​ — ​ — ​ — ​ 27,090 ​ 27,090 ​ 759 ​ 27,849 Net income ​ — ​ — ​ 159,327 ​ — ​ — ​ 159,327 ​ 4,218 ​ 163,545 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 Stock related compensation ​ — ​ ​ 21,578 ​ ​ — ​ ​ — ​ ​ — ​ 21,578 ​ — ​ 21,578 Issuance of common stock ​ 783 ​ ​ 273,228 ​ ​ — ​ ​ — ​ ​ — ​ 274,011 ​ — ​ 274,011 Common dividends declared ($ 2.68 per share) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 637,811 ) ​ ​ — ​ ​ ( 637,811 ) ​ ​ — ​ ​ ( 637,811 ) Vesting/exercising of OP units ​ ​ — ​ ​ ( 21,623 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 21,623 ) ​ ​ 21,623 ​ ​ — Conversion and redemption of Omega OP Units to common stock ​ 4 ​ ​ 1,496 ​ ​ — ​ ​ — ​ ​ — ​ 1,500 ​ ( 1,579 ) ​ ( 79 ) Omega OP Units distributions ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ ( 25,229 ) ​ ( 25,229 ) Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 10,568 ​ 10,568 ​ 279 ​ 10,847 Net income ​ — ​ ​ — ​ ​ 416,739 ​ ​ — ​ ​ — ​ 416,739 ​ 11,563 ​ 428,302 Balance at December 31, 2021 ​ ​ 23,906 ​ ​ 6,427,566 ​ ​ 3,011,474 ​ ​ ( 5,553,908 ) ​ ​ ( 2,200 ) ​ ​ 3,906,838 ​ ​ 201,388 ​ ​ 4,108,226 Stock related compensation ​ ​ — ​ ​ 27,487 ​ ​ — ​ ​ — ​ ​ — ​ ​ 27,487 ​ ​ — ​ ​ 27,487 Issuance of common stock ​ ​ 40 ​ ​ 8,072 ​ ​ — ​ ​ — ​ ​ — ​ ​ 8,112 ​ ​ — ​ ​ 8,112 Repurchase of common stock ​ ​ ( 521 ) ​ ​ ( 141,746 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 142,267 ) ​ ​ — ​ ​ ( 142,267 ) Common dividends declared ($ 2.68 per share) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 633,078 ) ​ ​ — ​ ​ ( 633,078 ) ​ ​ — ​ ​ ( 633,078 ) Vesting/exercising of OP units ​ ​ — ​ ​ ( 7,176 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 7,176 ) ​ ​ 7,176 ​ ​ — Conversion and redemption of Omega OP Units to common stock ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 9,704 ) ​ ​ ( 9,704 ) Omega OP Units distributions ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 20,498 ) ​ ​ ( 20,498 ) Capital contributions from noncontrolling holder in consolidated JV ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,984 ​ ​ 2,984 Other comprehensive income ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 22,525 ​ ​ 22,525 ​ ​ 654 ​ ​ 23,179 Net income ​ ​ — ​ ​ — ​ ​ 426,927 ​ ​ — ​ ​ — ​ ​ 426,927 ​ ​ 11,914 ​ ​ 438,841 Balance at December 31, 2022 ​ $ 23,425 ​ $ 6,314,203 ​ $ 3,438,401 ​ $ ( 6,186,986 ) ​ $ 20,325 ​ $ 3,609,368 ​ $ 193,914 ​ $ 3,803,282 ​ See accompanying notes. ​ F-7 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 Cash flows from operating activities ​ ​ ​ Net income ​ $ 438,841 ​ $ 428,302 ​ $ 163,545 Adjustment to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ Depreciation and amortization ​ ​ 332,407 ​ 342,014 ​ 329,924 Impairment on real estate properties ​ ​ 38,451 ​ 44,658 ​ 75,972 Recovery on direct financing leases ​ ​ — ​ ( 717 ) ​ ( 3,079 ) Provision for rental income ​ ​ 124,758 ​ 38,806 ​ 146,608 Provision for credit losses ​ ​ 68,663 ​ 77,733 ​ 37,997 Amortization of deferred financing costs and loss on debt extinguishment ​ ​ 13,337 ​ 43,051 ​ 11,608 Accretion of direct financing leases ​ ​ 83 ​ 55 ​ 30 Stock-based compensation expense ​ ​ 27,302 ​ 21,415 ​ 18,822 Gain on assets sold – net ​ ​ ( 359,951 ) ​ ( 161,609 ) ​ ( 19,113 ) Amortization of acquired in-place leases – net ​ ​ ( 5,662 ) ​ ( 9,516 ) ​ ( 14,187 ) Effective yield payable (receivable) on mortgage notes ​ ​ 2,050 ​ 1,526 ​ ( 719 ) Interest paid-in-kind ​ ​ ( 9,423 ) ​ ​ ( 7,496 ) ​ ​ ( 7,718 ) Income from unconsolidated joint ventures ​ ​ 455 ​ ​ ( 2,060 ) ​ ​ ( 1,315 ) Change in operating assets and liabilities – net: ​ ​ ​ ​ ​ ​ Contractual receivables ​ ​ 3,031 ​ ( 23,169 ) ​ 5,709 Straight-line rent receivables ​ ​ ( 61,044 ) ​ ( 52,206 ) ​ ( 28,968 ) Lease inducements ​ ​ 5,957 ​ ( 13,733 ) ​ ( 22,443 ) Other operating assets and liabilities ​ ​ 6,472 ​ ( 4,918 ) ​ 15,583 Net cash provided by operating activities ​ ​ 625,727 ​ 722,136 ​ 708,256 Cash flows from investing activities ​ ​ ​ ​ Acquisition of a business, net of cash acquired ​ ​ — ​ — ​ ( 5,058 ) Acquisition of real estate ​ ​ ( 229,987 ) ​ ( 615,873 ) ​ ( 105,663 ) Acquisition deposit - net ​ ​ — ​ ( 5,730 ) ​ ( 2,500 ) Net proceeds from sale of real estate investments ​ ​ 759,047 ​ 318,529 ​ 180,851 Investments in construction in progress ​ ​ ( 17,130 ) ​ ( 95,064 ) ​ ( 75,111 ) Proceeds from sale of direct financing lease and related trust ​ ​ — ​ ​ 717 ​ ​ 15,414 Placement of loan principal ​ ​ ( 371,987 ) ​ ( 251,457 ) ​ ( 230,368 ) Collection of loan principal ​ ​ 345,665 ​ 156,276 ​ 159,733 Investments in unconsolidated joint ventures ​ ​ ( 113 ) ​ ​ ( 10,484 ) ​ ​ ( 2,471 ) Distributions from unconsolidated joint ventures in excess of earnings ​ ​ 3,328 ​ 17,868 ​ 6,291 Capital improvements to real estate investments ​ ​ ( 47,221 ) ​ ( 44,948 ) ​ ( 31,072 ) Receipts from insurance proceeds ​ ​ 1,251 ​ 5,993 ​ 897 Net cash provided by (used in) investing activities ​ ​ 442,853 ​ ( 524,173 ) ​ ( 89,057 ) Cash flows from financing activities ​ ​ ​ ​ Proceeds from long-term borrowings ​ ​ 597,403 ​ 2,275,128 ​ 1,852,209 Payments of long-term borrowings ​ ​ ( 589,292 ) ​ ( 2,178,311 ) ​ ( 1,838,155 ) Payments of financing related costs ​ ​ ( 389 ) ​ ( 48,989 ) ​ ( 18,183 ) Net proceeds from issuance of common stock ​ ​ 8,112 ​ 274,011 ​ 151,861 Repurchase of common stock ​ ​ ( 142,267 ) ​ ​ — ​ ​ — Dividends paid ​ ​ ( 632,893 ) ​ ( 637,648 ) ​ ( 612,310 ) Noncontrolling members’ contributions to consolidated joint venture ​ ​ 81 ​ — ​ ​ — Redemption of Omega OP Units ​ ​ ( 9,704 ) ​ ​ ( 79 ) ​ ​ — Distributions to Omega OP Unit Holders ​ ​ ( 20,498 ) ​ ( 25,229 ) ​ ( 20,970 ) Net cash used in financing activities ​ ​ ( 789,447 ) ​ ( 341,117 ) ​ ( 485,548 ) Effect of foreign currency translation on cash, cash equivalents and restricted cash ​ ​ ( 2,900 ) ​ 7 ​ 527 Increase (decrease) in cash, cash equivalents and restricted cash ​ ​ 276,233 ​ ( 143,147 ) ​ 134,178 Cash, cash equivalents and restricted cash at beginning of period ​ ​ 24,411 ​ 167,558 ​ 33,380 Cash, cash equivalents and restricted cash at end of period ​ $ 300,644 ​ $ 24,411 ​ $ 167,558 ​ See accompanying notes. ​ ​ ​ F-8 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ NOTE 1 - ORGANIZATION Omega Healthcare Investors, Inc. (“Parent”), is a Maryland corporation that, together with its consolidated subsidiaries (collectively, “Omega”, the “Company”, “we”, “our”, “us”) invests 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 our long-term “triple-net” leases and real estate loans with healthcare operating companies and affiliates (collectively, our “operators”). In addition to our core investments, we make loans to operators and/or their principals. From time to time, we also acquire equity interests in joint ventures or entities that support the long-term healthcare industry and our operators. Omega has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes and 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 (collectively with subsidiaries, “Omega OP”). Omega has exclusive control over Omega OP’s day-to-day management pursuant to the partnership agreement governing Omega OP. As of December 31, 2022, 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. 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. Consolidation Omega’s consolidated financial statements include the accounts of (i) Parent, (ii) all direct and indirect wholly-owned subsidiaries of Omega, including Omega OP, (iii) other entities in which Omega or Omega OP has a majority voting interest and control and (iv) variable interest entities (“VIEs”) of which Omega is the primary beneficiary. 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. 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 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. F-9 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 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, 2022, we have one joint venture that is a consolidated VIE as we have concluded that we are the primary beneficiary through our equity investment in the entity. We also have consolidated VIEs related to the Exchange Accommodation Titleholders (“EATs”) discussed in Note 3 – Real Estate Asset Acquisitions and Development. As of December 31, 2021, we did no t have any VIEs that we consolidated. Revenue Recognition Rental Income Rental income from operating leases is recognized on a straight-line basis, inclusive of fixed annual escalators and lease inducements, over the lease term when we have determined that the collectibility of substantially all of the lease payments is probable. Certain of our operating leases contain provisions for an increase based on the change in pre-determined formulas from year to year (e.g., increases in the Consumer Price Index). We do not include in our measurement of our lease receivables these variable increases until the specific events that trigger the variable payments have occurred. Our leased real estate properties are leased under provisions of single or master leases with initial terms typically ranging from 5 to 15 years . Some of our leases have options to extend, terminate or purchase the facilities, which are considered when determining the lease term. 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 any guarantors, as applicable, 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 to write off straight-line rent receivables 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. Provisions for uncollectible lease payments are recognized as a direct reduction to rental income. 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. Under the terms of our leases, the lessee is responsible for all maintenance, repairs, taxes and insurance on the leased properties. 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, under Accounting Standards Codification (“ASC”) 842, Leases (“Topic 842”), 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. Certain operators 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-10 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Loan Interest Income Interest income is recognized as earned over the term of the related real estate and non-real estate loans receivable. 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. Direct Financing Lease Income As of December 31, 2022, we have one lease for a facility that is classified as a direct financing lease. 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. 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. Real Estate Sales We recognize gains on the disposition of real estate when the recognition criteria have been met, generally at the time the risks and rewards and title have transferred, and we no longer have substantial continuing involvement with the real estate sold. Gains on the sale of real estate are recognized pursuant to provisions under Accounting Standards Codification (“ASC”) 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets. Under ASC 610-20, we determine whether the transaction is a sale to a customer or non-customer. As a REIT, we do not sell real estate within the ordinary course of our business and therefore, expect that our sale transactions will not be contracts with customers. ASC 610-20 refers to the revenue recognition principles under ASC 606, Revenue from Contracts with Customers. Under ASC 610-20, if we determine we do not have a controlling financial interest in the entity that holds the asset and the arrangement meets the criteria to be accounted for as a contract, we will dispose of the asset and recognize a gain or loss on the sale of the real estate when control of the underlying asset transfers to the buyer. If we determine a sale has not occurred under ASC 610-20, we continue to record the asset on the Consolidated Balance Sheets and related depreciation expense on the Consolidated Statements of Operations. 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. F-11 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 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 including COVID-19 The Company is subject to certain risks and uncertainties affecting the healthcare industry, including those stemming from the novel coronavirus (“COVID-19”) global pandemic, 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. 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. Real Estate Acquisitions Upon acquisition of real estate properties, we evaluate the acquisition to determine if it is a business combination or an asset acquisition. Our real estate acquisitions are generally accounted for as asset acquisitions as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the acquisition is determined to be an asset acquisition, the Company records the purchase price and other related costs incurred to the acquired tangible assets and identified intangible assets and liabilities on a relative fair value basis. In addition, costs incurred for asset acquisitions including transaction costs, are capitalized. If the acquisition is determined to be a business combination, we record the purchase of properties to net tangible and identified intangible assets acquired and liabilities assumed at fair value. Goodwill is measured as the excess of the fair value of the consideration transferred over the fair value of the identifiable net assets. Transaction costs are expensed as incurred as part of a business combination. In making estimates of fair value for purposes of recording asset acquisitions and business combinations, 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. The Company determines the fair value of acquired assets and liabilities 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 (losses) 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. F-12 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ● 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. Real Estate Properties Real estate properties are carried at initial recorded value less accumulated depreciation. The costs of significant improvements, renovations and replacements, including interest are capitalized. Our interest expense reflected in the Consolidated Statements of Operations has been reduced by the amounts capitalized. For the years ended December 31, 2022, 2021 and 2020, we capitalized $ 3.2 million, $ 1.5 million and $ 10.0 million, respectively, of interest to our projects under development. 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 expensed 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. Management evaluates our real estate properties 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. 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 considers 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. 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 ​ Lessee Accounting Omega leases real estate (corporate headquarters and certain other facilities), office equipment and is party to certain ground leases on our owned facilities. We determine if an arrangement is or contains a lease at inception. Leases are classified as either finance or operating at inception of the lease. Short-term leases, defined as leases with an initial term of 12 months or less that do not contain a purchase option, are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight-line basis over the lease term. As of December 31, 2022 and 2021, all of the leases where we are the lessee were classified as operating leases. We have leases that contain both lease and non-lease components and have elected, as an accounting policy, to not separate lease components and non-lease components. Operating and finance lease right-of-use ("ROU") assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Our ROU assets and lease liabilities are included in other assets and accrued expenses and other liabilities, respectively, on our Consolidated Balance Sheets. The lease liability is calculated as the present value of the remaining minimum rental payments for existing leases using either the rate implicit in the lease or, if none exists, the Company's incremental borrowing rate, as the discount rate. 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 ROU assets and lease liabilities. On a quarterly basis, we record 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. Lease expense derived from our operating leases is recorded in general and administrative in our Consolidated Statements of Operations. 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. We record 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. 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. Allowance for Credit Losses The allowance for credit losses reflects our current estimate of the potential credit losses on our real estate loans, non-real estate loans, and our investment in direct financing leases and is recorded as a valuation account as a direct offset against these financial instruments on our Consolidated Balance Sheets. Expected credit losses inherent in non-cancelable unfunded loan commitments are accounted for as separate liabilities included in accrued expenses and other liabilities on the Consolidated Balance Sheets. The Company has elected to not measure an allowance for credit losses on accrued interest receivables related to all of its real estate loans and non-real estate loans because we write off uncollectible accrued interest receivable in a timely manner pursuant to our non-accrual policy, described below. 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. F-14 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ We assess the creditworthiness of our borrowers on a quarterly basis. For purposes of determining our allowance for credit loss, we pool financial assets that have similar risk characteristics. We aggregate our financial assets by financial instrument type (i.e. real estate loan, non-real estate loan, etc.) and by our internal risk rating. 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. The characteristics associated with each risk rating is as follows: ● Risk Rating 1 through 3 – Instruments with minimal to marginally acceptable risk. ● Risk Rating 4 - Instruments with potential weaknesses identified (Special mention). ● Risk Rating 5 - Instruments with well-defined weaknesses that may result in possible losses (Substandard). ● Risk Rating 6 – Instruments that are unlikely to be repaid in full and will probably result in losses (Doubtful). ● Risk Rating 7 – Instrument that will not be repaid in full and losses will occur (Loss). We have a limited history of incurred losses and consequently have elected to employ external data to perform our expected credit loss calculation. We utilize 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 along with Standards & Poor’s one-year global corporate default rates. Our historical loss rates revert to historical averages after 36 months. Our model’s current conditions and supportable forecasts consider internal credit ratings, current and projected U.S. unemployment rates published by the U.S. Bureau of Labor Statistics and the Federal Reserve Bank of St. Louis and the weighted average life to maturity of the underlying financial asset. 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. 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 fair value of the underlying collateral of the agreement, a Level 3 measurement, if any. 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 or to the fair value of the underlying collateral. Financial instruments are charged off against the allowance for credit losses when collectibility is determined to be permanently impaired. 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. 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. 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. F-15 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 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 losses on our investments in unconsolidated joint ventures were recognized for the last three fiscal years. 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. 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, 2022 and 2021, we held $ 3.5 million and $ 3.9 million, respectively, in liquidity and other deposits and $ 40.3 million and $ 46.1 million, respectively, in security deposits. We also had the ability to draw on $ 36.5 million and $ 38.1 million of letters of credit at December 31, 2022 and 2021, respectively. 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 U.S. 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 loan 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-16 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 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 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. 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 taxable REIT subsidiaries (“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 U.S. 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. F-17 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 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 $ 12.9 million, $ 12.3 million and $ 10.1 million for the years ended December 31, 2022, 2021 and 2020, 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. Noncontrolling Interests and Redeemable Limited Partnership Unitholder 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. 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, 2022, Omega owns approximately 97 % of the issued and outstanding Omega OP Units, and investors own approximately 3 % of the outstanding Omega OP Units. 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”). Total revenues from our consolidated U.K. operating subsidiaries were $ 47.7 million, $ 38.1 million and $ 34.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. Our consolidated U.K. operating subsidiaries held long-lived assets of $ 453.4 million and $ 387.2 million as of December 31, 2022 and 2021, respectively. F-18 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ For our consolidated subsidiaries whose functional currency is not the USD, we translate their financial statements into the USD. We translate the balance sheet accounts at the exchange rate in effect as of the financial statement date. The income statement accounts are translated using an average exchange rate for the period. Gains and losses resulting from translation are included in accumulated other comprehensive income (loss) (“AOCI”), 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 within other expense - net, unless it is intercompany debt that is deemed to be long-term in nature in which case the adjustments are included in AOCI and a proportionate amount of gain or loss is allocated to noncontrolling interests, if applicable. Derivative Instruments We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our investments in the U.K. and interest rate risk related to our capital structure. As a matter of policy, we do not use derivatives for trading or speculative purposes. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, interest rate swaps and debt issued in foreign currencies to offset a portion of these risks. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. 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. 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 the Consolidated Statements of Operations. For derivatives designated in qualifying cash flow hedging relationships, the gain or loss on the derivative is recognized in AOCI as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest, if applicable. If it is determined that a derivative instrument ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, the Company discontinues its cash flow hedge accounting prospectively and records the appropriate adjustment to earnings based on the current fair value of the derivative instrument. For net investment hedge accounting, upon sale or liquidation of our U.K. investment, the cumulative balance of the remeasurement value is reclassified to the Consolidated Statements of Operations. Segments We conduct our operations and report financial results as one business segment. The presentation of financial results as one reportable segment is consistent with the way we operate our business and is consistent with the manner in which our Chief Operating Decision Maker (CODM), our Chief Executive Officer, evaluates performance and makes resource and operating decisions for the business. Reclassifications Certain line items on our Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows have been reclassified to conform to the current period presentation. F-19 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Effective for the fourth quarter of 2022, Mortgage notes receivable - net has been renamed Real estate loans receivable - net, Other investments - net has been renamed Non-real estate loans receivable - net, and certain loans have been reclassified out of Other Investments - net into Real estate loans receivable - net. Specifically, other real estate loans collateralized by second or third mortgage liens, a leasehold mortgage on, or an assignment of partnership interest in the related properties that were previously presented in Other Investments - net are now presented in Real estate loans receivable - net. See the table below for the prior presentation compared to the current presentation. ​ ​ ​ ​ ​ ​ ​ ​ ​ Prior Presentation ​ ​ Current Presentation ​ December 31, 2021 ​ ​ December 31, 2021 ​ (in thousands) ​ ​ (in thousands) Mortgage notes receivable, gross $ 908,687 ​ Mortgage notes receivable, gross $ 908,687 Allowance for credit losses on mortgage notes receivable ​ ( 73,601 ) ​ Allowance for credit losses on mortgage notes receivable ​ ( 73,601 ) Mortgage notes receivable – net $ 835,086 ​ Mortgage notes receivable, net ​ 835,086 ​ ​ ​ ​ Leasehold mortgages and other real estate loans, gross ​ 354,673 ​ ​ ​ ​ Allowance for credit losses on leasehold mortgages and other real estate loans ​ ( 8,973 ) Other investments, gross $ 539,278 ​ Leasehold mortgages and other real estate loans – net ​ 345,700 Allowance for credit losses on other investments ​ ( 69,394 ) ​ Real estate loans receivable – net $ 1,180,786 Other investments – net $ 469,884 ​ ​ ​ ​ ​ ​ ​ ​ Non-real estate loans receivable, gross $ 184,605 Total $ 1,304,970 ​ Allowance for credit losses on non-real estate loans receivable ​ ( 60,421 ) ​ ​ ​ ​ Non-real estate loans receivable – net $ 124,184 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 1,304,970 ​ We previously reported assets held for sale of $ 261.2 million on the Consolidated Balance Sheet as of December 31, 2021. $ 58.1 million of these assets no longer qualify as held for sale and have been reclassified to assets held for use within the applicable line items in real estate assets – net on the Consolidated Balance Sheet as of December 31, 2021. See further discussion on the held for sale reclassification in Note 4 – Assets Held for Sale. Recently Adopted Accounting Pronouncements ASU – 2021 -05, Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments On July 19, 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-05. This guidance requires lessors to classify leases with variable lease payments, that do not depend on an index or rate, as an operating lease on the commencement date of the lease if specified criteria are met. The guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. We early adopted this guidance prospectively effective July 1, 2021. The adoption of the guidance did not have an impact on our consolidated financial statements. ASU – 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures On March 31, 2022, the FASB issued ASU 2022-02, which eliminates the recognition and measurement guidance for troubled debt restructurings (“TDRs”) and requires additional disclosures for certain loan modifications. ASU 2022-02 also requires entities to disclose gross write-offs of financing receivables and net investments in leases by year of origination. Omega elected to early adopt ASU 2022-02 on a prospective basis effective January 1, 2022. During 2022, we had three loan modifications with two borrowers experiencing financial difficulty pursuant to ASU 2022-02, Guardian Healthcare (“Guardian”) and LaVie Care Centers, LLC (“LaVie,” f/k/a Consulate Health Care), that require additional disclosures. The required disclosures for these loans are included in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, Note 7 – Real Estate Loans Receivable and Note 8 – Non-real Estate Loans Receivable. We have disclosed our gross write-offs of financing receivables and direct financing leases by year of origination in Note 9 – Allowance for Credit Losses. F-20 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ASU – 2020-04, Financial Instruments – Reference Rate Reform (Topic 848) On March 12, 2020, the FASB issued ASU 2020-04, which contains optional practical expedients for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”). The guidance may be elected over time until December 31, 2022, as reference rate reform activities occur. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extended the practical expedients under ASU 2020-04 to December 31, 2024. The Company has several derivative instruments (See Note 15 – Derivatives and Hedging), a $ 1.45 billion senior unsecured multicurrency revolving credit facility, and a $ 50 million senior unsecured term loan facility (See Note 14 – Borrowing Arrangements) that reference LIBOR. Beginning in the first quarter of 2020, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future 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. Our credit facilities that reference LIBOR contain customary LIBOR replacement language, including, but not limited to, the use of rates based on the secured overnight financing rate. The Company is evaluating: (i) how the transition away from LIBOR will impact the Company, (ii) whether any additional optional expedients provided by the standards will be adopted, and (iii) the impact that adopting ASU 2020-04 will have on our consolidated financial statements. ASU – 2016-13, Financial Instruments - Credit Losses (Topic 326) In June 2016, the FASB issued 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. 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-21 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 3 – REAL ESTATE ASSET ACQUISITIONS AND DEVELOPMENT 2022 Acquisitions The following table summarizes the significant asset acquisitions that occurred in 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Total Real Estate ​ Initial ​ ​ Facilities ​ Assets Acquired Annual ​ Period ​ SNF ALF ​ Country/State ​ (in millions) ​ Cash Yield (1) ​ Q1 — 1 U.K. ​ $ 8.7 (2) 8.0 % Q1 ​ — 1 ​ U.K. ​ ​ 5.0 ​ 8.0 % Q1 ​ — 27 ​ U.K. ​ ​ 86.6 (2) 8.0 % Q1 ​ 1 — ​ MD ​ ​ 8.2 (3) 9.5 % Q3 ​ — 4 ​ U.K. ​ ​ 28.2 ​ 8.0 % Q4 ​ 6 1 ​ PA, NC ​ ​ 88.5 (4) 9.0 % Total 7 34 ​ $ 225.2 ​ ​ (1) Initial annual cash yield reflects the initial annual contractual cash rent divided by the purchase price. (2) The total consideration paid for the one -facility U.K. acquisition and the 27 -facility U.K. acquisition was $ 8.2 million and $ 100.0 million, respectively . In connection with these acquisitions, we allocated $ 0.5 million of the purchase consideration to a deferred tax liability related to the one -facility U.K. acquisition, and $ 13.4 million to a deferred tax asset related to the 27 -facility U.K. acquisition. See Note 17 – Taxes for additional information. (3) Total consideration for the one -facility Maryland acquisition was paid on December 30, 2021, but the closing of the acquisition did not occur until January 1, 2022. (4) During the fourth quarter of 2022, we acquired seven facilities using a reverse like-kind exchange structure pursuant to Section 1031 of the Code (a “reverse 1031 exchange”). As of December 31, 2022, we had completed the reverse 1031 exchange for three of the acquired facilities and the remaining four acquired facilities remained in the possession of the EATs. The EATs were classified as VIEs as they do not have sufficient equity investment at risk to permit the entity to finance its activities. The Company consolidated the EATs because it had the ability to control the activities that most significantly impacted the economic performance of the EATs and was, therefore, the primary beneficiary of the EATs. The properties held by the EATs were reflected as real estate with a carrying value of $ 55.2 million as of December 31, 2022. The EATs also held cash of $ 23.9 million as of December 31, 2022. 2021 Acquisitions and Other The following table summarizes the significant asset acquisitions that occurred in 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Total Real Estate ​ Initial ​ ​ Facilities ​ Assets Acquired (1) Annual ​ Period ​ SNF ALF Specialty ​ Country/State ​ (in millions) ​ Cash Yield (2) ​ Q1 — 17 7 AZ, CA, FL, IL, NJ, OR, PA, TN, TX, VA, WA ​ $ 511.3 ​ 8.43 % Q1 ​ 6 — — ​ FL ​ ​ 83.1 ​ 9.25 % Q3 ​ — 2 — ​ U.K. ​ ​ 9.6 ​ 7.89 % Total 6 19 7 ​ $ 604.0 ​ ​ (1) Excludes $ 10.6 million of land acquisitions, $ 58.6 million of non-cash acquisitions of facilities previously subject to mortgage loans with Omega in which principal amounts under the loan agreements were reduced or settled in exchange for title to the facilities (See Note 7 – Real Estate Loans Receivable), and $ 1.2 million of transaction costs incurred related to the non-cash acquisitions. (2) Initial annual cash yield reflects the initial annual contractual cash rent divided by the purchase price. On January 20, 2021, we acquired 24 senior living facilities from Healthpeak Properties, Inc. for $ 511.3 million. The acquisition involved the assumption of an in-place master lease with Brookdale Senior Living Inc. We recognized approximately $ 45.0 million of rental income for the year ended December 31, 2021 under this master lease, which includes 24 facilities representing 2,552 operating units. F-22 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 2020 Acquisitions The following table summarizes the significant transactions that occurred in 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Total Real Estate ​ ​ Initial ​ ​ Facilities ​ Assets Acquired Annual ​ Period ​ SNF ALF ​ Country/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. ​ Construction in progress and capital expenditure investments We invested $ 64.4 million, $ 140.0 million and $ 106.2 million, respectively under our construction in progress and capital improvement programs during the years ended December 31, 2022, 2021 and 2020. In the second quarter of 2021, we placed a $ 41.1 million construction project for a new build ALF in New Jersey into service and began recognizing revenue associated with this project in the third quarter of 2021. The lease for this facility provides for an annual cash yield of 7 % of the amount funded in the first year following the completion of construction increasing to 8 % in year two with 2.5 % annual escalators thereafter. During the third quarter of 2021, we purchased a real estate property located in Washington, D.C. (not reflected in the table above) for approximately $ 68.0 million and plan to redevelop the property into a 174 bed ALF. Concurrent with the acquisition, we entered into a single facility lease for this property with Maplewood Senior Living (along with affiliates, “Maplewood”) through August 31, 2045. For accounting purposes, the lease will commence upon the substantial completion of construction of the ALF, which is currently expected to be in 2025. The lease provides for the accrual of financing costs at a rate of 5 % per annum during the construction phase. The lease provides for an annual cash yield of 6 % in the first year following the completion of construction, increasing to 7 % in year two and 8 % in year three with 2.5 % annual escalators thereafter. We are committed to a maximum funding of $ 177.7 million for the redevelopment of the real estate property, subject to ordinary development related cost changes (see Note 20 - Commitments and Contingencies) . NOTE 4 – ASSETS HELD FOR SALE, DISPOSITIONS AND IMPAIRMENTS We periodically sell facilities to reduce our concentration in certain operators, geographies and non-strategic assets or due to the exercise of a tenant purchase option. The following is a summary of our assets held for sale: ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Number of facilities held for sale ​ 2 ​ ​ 28 Amount of assets held for sale (in thousands) $ 9,456 ​ $ 203,025 ​ In the fourth quarter of 2022, we reclassified 13 facilities with aggregate net book values of $ 58.1 million, from assets held for sale to assets held for use within the applicable line items in real estate assets – net. Of the $ 58.1 million reclassified net of $ 20.8 million of accumulated depreciation, $ 67.5 million relates to buildings, $ 2.8 million relates to land and $ 8.6 relates to furniture and equipment. We originally reclassified these facilities as held for sale in the fourth quarter of 2021, but we no longer believe these facilities qualify as assets held for sale. We recorded a $ 3.2 million cumulative catch-up adjustment to depreciation and amortization expense related to these facilities concurrent with the reclassification in the fourth quarter of 2022. F-23 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ One of the two facilities that were classified as held for sale as of December 31, 2022 was subsequently sold during the first quarter of 2023 for gross cash proceeds of $ 19.5 million. Asset Sales 2022 Activity During the year ended December 31, 2022, we sold 66 facilities subject to operating leases for approximately $ 759.0 million in net cash proceeds, recognizing a net gain of approximately $ 360.0 million. Our 2022 sales were primarily driven by restructuring transactions and negotiations related to our lease agreements with the following operators: Gulf Coast Health Care LLC (together with certain affiliates “Gulf Coast”), Guardian Healthcare (“Guardian”) and Agemo Holdings, LLC (“Agemo”). In addition, during the fourth quarter of 2022, we sold 11 facilities previously leased to and operated by LaVie which did not meet the contract criteria to be recognized under ASC 610-20, further discussed below, and as such are not included in the amounts above. In the first quarter of 2022, we sold 22 facilities that were previously leased and operated by Gulf Coast. The net cash proceeds from the sale, including related costs accrued for as of the end of the fourth quarter, were $ 304.9 million, and we recognized a net gain of $ 114.5 million. The agreement includes an earnout clause pursuant to which the buyer is obligated to pay an additional $ 18.7 million to Omega if certain financial metrics are achieved at the facilities in the three years following the sale. As we have determined it is not probable that we will receive any additional funds, we have not recorded any income related to the earnout clause. During the first and second quarter of 2022, we sold nine total facilities that were leased to Guardian for $ 39.5 million in net proceeds, which resulted in a net gain of $ 13.7 million. In the third and fourth quarter of 2022, we sold 22 facilities that were previously leased to Agemo for $ 358.7 million in net proceeds, which resulted in a net gain of $ 218.9 million. In December 2022, in connection with restructuring negotiations with LaVie, we sold 11 facilities to a third party previously leased to LaVie for a sales price of $ 129.8 million. Omega provided $ 104.8 million in senior seller financing, collateralized by first lien mortgages on the 11 facilities, to fund a portion of the purchase price. The senior note has a December 29, 2027 maturity date and bears interest at 8 % with required monthly interest payments (due in arrears beginning February 1, 2023), with no principal payments due until the maturity date. The remaining consideration received under the purchase agreement is the assumption of a $ 25.0 million liability by the buyer from Omega. The 11-facility sale does not meet the contract criteria to be recognized under ASC 610-20 and we will continue to account for these facilities on our Consolidated Balance Sheets and depreciate the facilities until the recognition requirements under ASC 610-20 are met. A contract liability was recorded and related expense of $ 25.0 million was recognized on our Consolidated Balance Sheets within accrued expenses and other liabilities and Consolidated Statements of Operations within acquisition, merger and transition costs, respectively. The liability will be relieved once the sale is recognized. The loan receivable associated with the seller financing will not be recorded on our Consolidated Balance Sheets until the sale is recognized, and any cash interest received will be deferred and recorded as a contract liability within accrued expenses and other liabilities on our Consolidated Balance Sheets. 2021 Activity During the year ended December 31, 2021, we sold 48 facilities for approximately $ 318.5 million in net cash proceeds, recognizing a net gain of approximately $ 161.6 million. 2020 Activity During the year ended December 31, 2020, we sold 43 facilities for approximately $ 180.9 million in net cash proceeds, recognizing a net gain of approximately $ 19.1 million. F-24 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Real Estate Impairments 2022 Activity During the year ended December 31, 2022, we recorded impairments of approximately $ 38.5 million on 22 facilities. Of the $ 38.5 million, $ 3.5 million related to two facilities that were classified as held for sale (and subsequently sold) for which the carrying values exceeded the estimated fair values less costs to sell, and $ 35.0 million related to 20 held-for-use facilities for which the carrying value exceeded the fair value, of which $ 17.2 million relates to 12 facilities leased to and operated by LaVie that are expected to be impacted by the on-going restructuring negotiations. $ 10.0 million of the 2022 impairments recorded on four held-for-use facilities relate to the 2.0 % Operator discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements. 2021 Activity During the year ended December 31, 2021, we recorded impairments of approximately $ 44.7 million on 14 facilities which were sold or classified as held for sale for which the carrying values exceeded the estimated fair values less costs to sell. 2020 Activity During the year ended December 31, 2020, we recorded impairments of approximately $ 76.0 million on 25 facilities. Our impairments were offset by approximately $ 3.5 million of insurance proceeds received related to a facility that was previously destroyed and impaired. Of the $ 76.0 million, $ 41.5 million related to 14 facilities which were sold or classified as held for sale for which the carrying values exceeded the estimated fair values less costs to sell, and $ 34.5 million related to 11 held-for-use facilities for which it was determined that the carrying value exceeded the fair value. The $ 34.5 million relates to facilities subject to a lease with Daybreak Ventures, LLC (“Daybreak”) (see Note 5 – Contractual Receivables and Other Receivables and Lease Inducements), which were planned for resale or transitioned to another existing operator and it was determined that the new cash flows were not sufficient to support the carrying value of the facility. To estimate the fair value of the facilities, for the impairments noted above, we utilized a market approach which considered binding sale agreements (a Level 1 input) or non-binding offers from unrelated third parties and/or broker quotes (a Level 3 input). NOTE 5 – 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 net receivables by type is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2022 2021 ​ ​ (in thousands) ​ Contractual receivables – net ​ $ 8,228 ​ $ 11,259 ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective yield interest receivables ​ $ 5,696 ​ $ 9,590 ​ Straight-line rent receivables ​ 166,061 ​ 148,455 ​ Lease inducements ​ 6,041 ​ 93,770 ​ Other receivables and lease inducements ​ $ 177,798 ​ $ 251,815 ​ ​ F-25 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Cash basis operators and straight-line receivable write-offs We review our collectibility assumptions related to our operator leases on an ongoing basis. During the years ended December 31, 2022, 2021 and 2020, we placed nine , six and four additional operators on a cash basis of revenue recognition, respectively, as collection of substantially all contractual lease payments due from them was no longer deemed probable. In connection with placing these operators on a cash basis, we recognized $ 119.8 million, $ 36.0 million and $ 129.5 million in total straight-line accounts receivable and lease inducement write-offs through rental income during the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, we had 20 operators on a cash basis for revenue recognition, which represent 36.5 %, 39.2 % and 41.5 % of our total revenues (excluding the impact of write-offs) for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2021, we had 14 operators on a cash basis for revenue recognition, which represent 18.6 % and 22.7 % of our total revenues (excluding the impact of write-offs) for the years ended December 31, 2021 and 2020, respectively. During the years ended December 31, 2022, 2021 and 2020, we also wrote-off $ 3.2 million, $ 1.3 million and $ 3.6 million of straight-line rent receivable balances through rental income as a result of transitioning facilities between existing operators. Operator updates Agemo Agemo was formed in May 2018 by Signature Healthcare, LLC, as part of an out-of-court restructuring agreement, to be the holding company of their leases and loans with Omega. As part of that restructuring agreement, we agreed to, among other things, allow for the deferral of $ 6.3 million of rent per annum for a 3-year period (the “Agemo Rent Deferral”). We placed Agemo on a cash basis of revenue recognition during the third quarter of 2020 as we received information regarding substantial doubt of their ability to continue as a going concern. As a result, we wrote-off approximately $ 13.4 million of contractual rent receivables and $ 61.9 million of straight-line rent receivables and lease inducements. Agemo continued to make their rental and interest payments to us until July 2021. After July 2021, Agemo made one month of contractual rent and interest payments for the remainder of fiscal year 2021. During the third and fourth quarters of 2021, we recorded $ 8.7 million of revenue by collecting rental and interest payments and we recorded $ 8.5 million of revenue by drawing on a letter of credit and through application of collateral held by Omega. On September 30, 2021, the Company entered into a forbearance agreement related to Agemo’s defaults under its lease and loan agreements (the “Agemo Forbearance Agreement”), which was amended to extend the forbearance period through January 2022 and the lease agreement was amended to extend the Agemo Rent Deferral through January 2022. Agemo continued to not pay contractual rent and interest due under its lease and loan agreements during the year ended December 31, 2022. No rental income was recorded related to Agemo during the year ended December 31, 2022. Additionally, no interest income was recognized during the year ended December 31, 2022 on the two loans with Agemo because these loans are on non-accrual status and we are utilizing the cost recovery method, under which any payments, if received, are applied against the principal amount. See Note 8 – Non-real Estate Loans Receivable for additional details on our loans with Agemo. For the years ended December 31, 2021 and 2020, Agemo generated approximately 3.9 % and 5.6 %, respectively, of our total revenues (excluding the impact of write-offs). The Agemo Forbearance Agreement has been amended multiple times throughout 2022 and the most recent 2022 amendment on December 30, 2022 extended the forbearance period through January 31, 2023 . In 2022, the Agemo Rent Deferral period was also extended multiple times, and the most recent amendment extended the deferral through April 2022, after which time the deferral period terminated, with the Company remaining subject to the Agemo Forbearance Agreement through January 31, 2023. As of December 31, 2022, the aggregate rent deferred under the Agemo lease agreement was $ 25.2 million. As discussed in Note 4 – Assets Held for Sale, Dispositions and Impairments, we sold 22 facilities, subject to the Agemo lease agreement, during 2022. F-26 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ In the first quarter of 2023, Omega and Agemo entered into a restructuring agreement, an amended and restated master lease and a replacement loan agreement for two replacement loans. As part of the restructuring agreement and related agreements, Omega agreed to, among other things: ● Forgive and release Agemo from previously written off past due rent and interest obligations related to certain periods prior to the 2018 Restructuring and from August 2021 through January 2023, with contractual rent under the lease agreement and contractual interest under the loan agreements scheduled to resume on April 1, 2023; ● reduce monthly contractual base rent from $ 4.8 million to $ 1.9 million following the sales of the 22 facilities, previously leased and operated by Agemo, that occurred in the third and fourth quarters of 2022 (See Note 4 – Assets Held For Sale, Dispositions and Impairments); ● extend the initial Agemo lease term from December 31, 2030 , to December 31, 2036 with three consecutive tenant 10-year extension options; and ● refinance and restructure the $ 25.0 million secured working capital loan (the “Agemo WC Loan”), the $ 32.0 million term loan (the “Agemo Term Loan”) and the aggregate deferred rent balance of $ 25.2 million into two replacement loans to Agemo that mature on December 31, 2036, with aggregate principal of $ 82.2 million and an annual interest rate of 5.71 % . Guardian Guardian did not make rent and interest payments under its lease and mortgage loan agreements during the fourth quarter of 2021. As a result of Guardian’s non-payment of contractual rent and the anticipated restructuring of its agreements, in the fourth quarter of 2021, we placed Guardian on a cash basis of revenue recognition and wrote-off approximately $ 14.0 million of straight-line rent receivables and lease inducements through rental income. In the fourth quarter of 2021, we began negotiations to restructure Guardian’s lease and loan agreements. In connection with the restructuring negotiations, on December 30, 2021, we acquired 2 facilities, previously subject to the Guardian mortgage loan, in consideration for a reduction of $ 8.7 million in the mortgage principal and added the facilities to the master lease agreement. Guardian continued to not pay contractual rent and interest due under its lease and mortgage loan agreements during the first quarter of 2022. During the first and second quarters of 2022, we completed significant restructuring activities related to the Guardian lease and loan portfolio. In the first quarter of 2022, we transitioned eight facilities previously leased to Guardian to two other operators as part of the planned restructuring. Additionally, during the six months ended June 30, 2022, we sold nine facilities to a third party that were previously leased to Guardian and three facilities previously subject to the Guardian mortgage loan. In the second quarter of 2022, we agreed to a formal restructuring agreement, master lease amendments and mortgage loan amendments with Guardian. As part of the restructuring agreement and related agreements, Omega agreed to, among other things: ● Extend the lease and loan maturity dates from January 31, 2027 to December 31, 2031 and allow Guardian the option to extend the maturity date for both the lease and loan through September 30, 2034 , subject to certain conditions; ● reduce the combined rent and mortgage interest to an aggregate $ 24.0 million per year as of July 1, 2022 ( $ 15.0 million in rent and $ 9.0 million in interest) with annual escalators of 2.25 % beginning in January 2023; and ● allow Guardian to retrospectively defer $ 18.0 million of aggregate contractual rent and interest that it failed to pay from October 2021 through March 2022 (consisting of $ 12.2 million of deferred rent and $ 5.8 million of deferred interest), with repayment required beginning after September 30, 2024, based on certain financial metrics, and in full by December 31, 2031, or the earlier termination of the lease for any reason. F-27 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Following the execution of the restructuring agreement, Guardian resumed paying contractual rent and interest during the second quarter of 2022 and continued such payments in the third and fourth quarters of 2022, in accordance with the restructuring terms. For the year ended December 31, 2022, we recorded rental income of $ 11.3 million for the contractual rent payments that were received. Additionally, as discussed further in Note 7 – Real Estate Loans Receivable, no mortgage interest income has been recognized on the Guardian mortgage loan during the year ended December 31, 2022, as we are accounting for this loan under the cost recovery method. Revenue from Guardian represents approximately 1.1 %, 2.5 % and 3.5 % of our total revenues (excluding the impact of straight-line write-offs) for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, we have $ 7.4 million of letters of credit from Guardian as collateral. LaVie In the fourth quarter of 2022, Omega began the process of restructuring our portfolio with LaVie, which primarily consists of two master lease agreements and two term loan agreements. On December 30, 2022, we sold 11 facilities previously subject to one of the two leases agreements with LaVie. See further discussion on the sale and the accounting treatment in Note 4 -Assets Held For Sale, Dispositions and Impairments. Concurrent with the sale, we also amended the lease agreement impacted by the sale and our loan agreements with LaVie. The amendments to the loan agreements are discussed in Note 8 – Non-Real Estate Loans. With the lease amendment and other related documents, Omega and LaVie agreed to, among other terms: ​ ● Remove the 11 sold facilities from the lease agreement and reduce monthly contractual rent due under all agreements from $ 8.3 million to $ 7.3 million; ● provide Omega the ability to enact a one-time rent reset on one of the lease agreements, if LaVie’s coverage exceeds a threshold, after February 1, 2027; and ● require Omega to pay LaVie a $ 35.0 million termination fee in connection with transitioning the 11 facilities sold in the fourth quarter and the additional facilities sold in the restructure ( $ 25.0 million was assumed by the third-party buyer of the 11 facilities). The restructuring discussions are still ongoing and subject to change, but we anticipate additional restructuring activity related to this operator in 2023. As a result of the restructuring activities during 2022 and future expected restructuring activities, during the fourth quarter of 2022, we placed LaVie on a cash basis of revenue recognition and wrote-off approximately $ 58.0 million of straight-line rent receivables and lease inducements. Revenue from LaVie represents approximately 11.1 %, 9.5 % and 9.4 % of our total revenues (excluding the impact of straight-line write-offs) for the years ended December 31, 2022, 2021 and 2020, respectively. In the first quarter of 2023, as part of the restructuring, we have agreed to a partial rent deferral in the first four months of 2023. In doing so, we agreed to allow LaVie to defer up to $ 10.0 million of contractual rent from January 2023 through April 2023 under one of our lease agreements for 32 facilities. Omega is in discussions to allow LaVie to defer up to $ 9.1 million of contractual rent from January 2023 through April 2023 under another lease agreement for 41 facilities. In January 2023, as a result, LaVie deferred the full contractual payment of $ 2.5 million under the 32-facility lease and paid $ 2.5 million of the $ 4.7 million of contractual rent due under the 41-facility lease. Maplewood During the year ended December 31, 2020, we received a one-time rent payment of approximately $ 55.4 million from Maplewood, in conjunction with the restructuring of its master lease and loans with Omega (see Note 8 – Non-real Estate Loans Receivable). This payment was accounted for as an adjustment to straight-line rent receivables and was being amortized over the remaining term of the master lease prior to Maplewood being placed on a cash basis of revenue recognition in the fourth quarter of 2022. F-28 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ During the fourth quarter of 2022, Omega began discussions with Maplewood to restructure their portfolio, which includes a lease agreement and $ 250.5 million revolving credit facility. During the fourth quarter of 2022, we placed Maplewood on a cash basis of revenue recognition and wrote-off approximately $ 29.3 million of straight-line rent receivables and lease inducements. Revenue from Maplewood represents approximately 8.9 %, 7.9 % and 5.3 % of our total revenues (excluding the impact of straight-line write-offs) for the years ended December 31, 2022, 2021 and 2020, respectively. In the first quarter of 2023, we agreed to a formal restructuring agreement, master lease amendments and loan amendments with Maplewood. As part of the restructuring agreement and related agreements, Omega agreed to, among other things: ● Extend the maturity date of the master lease from December 2033 to December 2037 with two consecutive 5-year tenant extension options; ● fix contractual rent at $ 69.3 million per annum (December 2022 rent annualized) and defer the 2.5 % annual escalators under our lease agreement through December 31, 2025, with mandatory repayments to be made subject to certain metrics and due in full by the maturity date; ● fund $ 22.5 million of capital expenditures through December 31, 2025; ● extend the maturity date of the secured revolving credit facility from June 2030 to June 2035 with one borrower 2-year extension option; ● increase the capacity of the secured revolving credit facility from $ 250.5 million to $ 320.0 million, inclusive of payment-in-kind (“PIK”) interest applied to principal ; ● convert the 7 % per annum cash interest due on the secured revolving credit facility to all PIK interest in 2023, 1 % cash interest and 6 % PIK interest in 2024, 4 % cash interest and 3 % PIK interest in 2025 and through the maturity date; and ● reduce Maplewood’s share of any future potential sales proceeds (in excess of our gross investment) by the unpaid deferred rent balance and the $ 22.5 million of capital expenditures. Gulf Coast During the second quarter of 2021, Gulf Coast stopped paying contractual rent under its master lease agreement because of on-going liquidity issues. Gulf Coast operated 24 facilities subject to a master lease with Omega and represented approximately 3.3 % and 2.8 % of Omega’s total revenues (excluding the impact of write-offs) for the years ended December 31, 2021 and 2020, respectively. F-29 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ As a result of Gulf Coast’s default under its master lease agreement, in August 2021, we exercised our right to accelerate the full amount of rent due under Gulf Coast’s master lease agreement. On October 14, 2021, Gulf Coast commenced voluntary cases under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). As described in Gulf Coast’s filings with the Bankruptcy Court, we entered into a Restructuring Support Agreement (the “Support Agreement”) that forms the basis for Gulf Coast’s restructuring and liquidation. The Support Agreement established a timeline for the implementation of Gulf Coast’s restructuring and liquidation, including the transition of management of the operations of the facilities to a third-party operator. As part of the Support Agreement, we committed to provide up to $ 25 million of senior secured debtor-in-possession (“DIP”) financing to Gulf Coast, which is discussed in further detail in Note 8 – Non-real Estate Loans Receivable. In November 2021, Gulf Coast entered into management and operations transfer agreements (“MOTAs”) with a new manager (“New Manager”), pursuant to which the management of 23 of the 24 facilities subject to the master lease with Omega were performed by New Manager during an interim period until the license for the facilities subject to the MOTAs could be obtained by a new operator (“New Operator”). During the interim period, no rent was being paid by Gulf Coast, and we have provided a $ 20 million working capital loan to New Manager, discussed in further detail in Note 8 – Non-real Estate Loans Receivable. The Bankruptcy Court approved the MOTAs on November 24, 2021 and the operations were transitioned effective December 1, 2021. On June 27, 2022, the Bankruptcy Court entered its order confirming Gulf Coast’s bankruptcy plan which provided for, among other things, an allowed claim of $ 49.0 million in relation to the accelerated rent due under Gulf Coast’s master lease agreement. Payment of the allowed claim has been redirected, with Omega’s approval, under the Plan to Gulf Coast’s unsecured creditors. As a result of Gulf Coast’s non-payment of contractual rent, in the second quarter of 2021, we placed Gulf Coast on a cash basis of revenue recognition and wrote-off straight-line rent receivable balances of $ 17.4 million through rental income. Subsequent to placing Gulf Coast on a cash basis of revenue recognition in June 2021, we recognized $ 24.6 million of rental income over the remaining period of 2021, based on our ability to offset any uncollected rent receivables against Gulf Coast’s security deposit and against certain debt obligations of Omega, as discussed further below. We held a security deposit of $ 3.3 million from Gulf Coast, which we applied against Gulf Coast’s obligations in the second and third quarters of 2021. In relation to Gulf Coast, a subsidiary of Omega (“Omega Obligor”) is the obligor on five notes due to third parties with aggregate outstanding principal of $ 20.0 million (collectively, the “Subordinated Debt”) that bear interest at 9 % per annum with a maturity date of December 21, 2021 (see Note 14 – Borrowing Activities and Arrangements). Under the terms of the Subordinated Debt, to the extent Gulf Coast fails to pay rent when due to us under its master lease, Gulf Coast’s unpaid rent can be used to offset Omega Obligor’s obligations under the Subordinated Debt (on a quarterly basis with respect to interest and, under some circumstances, on an annual basis with respect to principal). As of December 31, 2021, we have offset $ 1.3 million of accrued interest and $ 20.0 million of principal under the Subordinated Debt against the uncollected rent under the master lease with Gulf Coast. Following the application of these offsets, Omega has no further obligations under the Subordinated Debt. See Note 20 – Commitments and Contingencies for additional discussion regarding an ongoing lawsuit related to the Subordinated Debt. As discussed in Note 4 – Assets Held For Sale, Dispositions and Impairments, we sold 22 facilities that were previously leased and operated by Gulf Coast in the first quarter of 2022. We transitioned one facility that was previously leased and operated by Gulf Coast to another operator in the second quarter of 2022. Daybreak Daybreak previously leased and operated 58 facilities from Omega. During the third quarter of 2017, we placed Daybreak on a cash basis for revenue recognition as a result of nonpayment of funds owed to us. We elected to terminate our relationship with Daybreak and we transitioned 31 Daybreak facilities to existing operators during 2020. The total annual contractual rent from the 31 transitioned facilities was approximately $ 12.4 million. In 2021, we transitioned 14 additional facilities to existing operators with annual contractual rent of approximately $ 4.0 million and sold the remaining four Daybreak facilities. The transition and sale of these facilities completed our exit from our relationship with Daybreak. F-30 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Genesis Healthcare, Inc. During the year ended December 31, 2020, we wrote-off approximately $ 64.9 million of contractual receivables, straight-line rent receivables, and lease inducements through rental income in 2020 as a result of placing Genesis Healthcare, Inc. (“Genesis”) on a cash basis based on information the Company received from Genesis during the third quarter of 2020 regarding substantial doubt as to their ability to continue as a going concern. Genesis represents approximately 6.6 %, 5.9 % and 7.6 %, respectively, of our total revenues (excluding the impact of write-offs) for the years ended December 31, 2022, 2021 and 2020. Genesis continued to make their rental and interest payments to us during the years ended December 31, 2022, 2021 and 2020. 3.7 % Operator From January through March 2022, an operator (the “3.7% Operator”) representing 3.7 %, 3.4 % and 3.1 % of total revenue (excluding the impact of write-offs) for the years ended December 31, 2022, 2021 and 2020, respectively, did not pay its contractual amounts due under its lease agreement. In March 2022, the lease with the 3.7 % Operator was amended to allow for a short-term rent deferral for January through March 2022. The deferred rent balance accrues interest monthly at a rate of 5 % per annum. The 3.7 % Operator paid the contractual amount due under its lease agreement from April 2022 through December 2022. Omega holds a $ 1.0 million letter of credit and a $ 150 thousand security deposit from the 3.7 % Operator as collateral under its lease agreement. The 3.7 % Operator remains on a straight-line basis of revenue recognition. We have a revolving credit facility with the 3.7 % Operator, that was amended in the fourth quarter of 2022 to increase the capacity to $ 25.0 million, that is fully drawn as of December 31, 2022. The credit facility is secured by a first lien on the accounts receivable of the 3.7 % Operator. The 3.7 % Operator paid contractual interest under the facility from January through December 2022. See Note 8 – Non-Real Estate Loans Receivable for additional details. 1.2 % Operator In March 2022, an operator (the “1.2% Operator”), representing 1.2 %, 2.1 % and 2.5 % of total revenue (excluding the impact of write-offs) for the years ended December 31, 2022, 2021 and 2020, respectively, did not pay its contractual amounts due under its lease agreement. In April 2022, the lease with the 1.2 % Operator was amended to allow the operator to apply its $ 2.0 million security deposit toward payment of March 2022 rent and to allow for a short-term rent deferral for April 2022 with regular rent payments required to resume in May 2022. The 1.2 % Operator paid contractual rent in May 2022, but it failed to pay the full contractual rent for June 2022 on a timely basis. We placed the 1.2 % Operator on a cash basis of revenue recognition during the second quarter of 2022 and wrote-off approximately $ 8.3 million of straight-line rent receivables. During the third and fourth quarters of 2022, the 1.2 % Operator made partial contractual rent payments totaling $ 4.0 million. We are in discussions to sell or release to another operator a portion of the facilities included in the 1.2 % Operator’s master lease. 2.0 % Operator In June 2022, an operator (the “2.0% Operator”), representing 2.0 %, 2.1 % and 2.2 % of total revenue (excluding the impact of write-offs) for the years ended December 31, 2022, 2021 and 2020, respectively, short-paid the contractual rent amount due under its lease agreement by $ 0.6 million. In July 2022, we drew the full $ 5.4 million letter of credit that was held as collateral from the 2.0 % Operator and applied $ 0.6 million of the proceeds to pay the unpaid portion of June 2022 rent. In the third quarter of 2022, the 2.0 % Operator continued to short-pay the contractual amount due under its lease agreement. As such, we applied $ 3.3 million of the remaining proceeds of the letter of credit to pay the unpaid portion of July, August and September 2022 rent. We placed the 2.0 % Operator on a cash basis of revenue recognition during the third quarter of 2022 and wrote-off approximately $ 10.5 million of straight-line rent receivables and lease inducements. In the fourth quarter of 2022, the 2.0 % Operator paid $ 2.2 million in contractual rent and we applied the remaining $ 1.5 million of collateral against the remaining unpaid rent. As of February 1, 2023, we have transitioned 19 of the 23 facilities previously included in the 2.0 % Operator’s master lease to other operators and are in discussions to re-lease the remaining four facilities to another operator. F-31 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 0.4 % Operator In June 2022, we placed an operator (the “0.4% Operator”), representing 0.4 %, 0.5 % and 0.6 % of total revenue (excluding the impact of write-offs) for the years ended December 31, 2022, 2021 and 2020, respectively, on a cash basis of revenue recognition. The change in our evaluation of the collectibility of future rent payments due from the 0.4 % Operator was a result of information received from the operator during the second quarter of 2022 regarding substantial doubt as to its ability to continue as a going concern. As a result of placing the 0.4 % Operator on a cash basis, we wrote-off approximately $ 2.1 million of straight-line rent receivables through rental income. For the year ended December 31, 2022, the 0.4 % Operator failed to pay four months of rent representing $ 2.0 million. 0.9 % Operator In November and December 2022, an operator that was already on a cash basis of revenue recognition (the “0.9% Operator”), representing 0.9 %, 1.0 % and 1.0 % of total revenue (excluding the impact of write-offs) for the years ended December 31, 2022, 2021 and 2020, respectively, did not pay its contractual amounts due under its lease and loan agreements. Healthcare Homes Limited In December 2022, we agreed to allow Healthcare Homes Limited (“Healthcare Homes”), a U.K. based operator representing 2.9 %, 2.4 % and 2.3 % of total revenue (excluding the impact of write-offs) for the years ended December 31, 2022, 2021 and 2020, respectively, the ability to defer up to £ 6.7 million of contractual rent from January 2023 through April 2023 with regular payments required to resume in May 2023. The deferred rent balance accrues interest monthly at a rate of 8 % per annum and must be fully repaid by December 31, 2024. Healthcare Homes remains current as of December 31, 2022 and is on a straight-line basis of revenue recognition. Other Operators During the year ended December 31, 2022, in addition to the operators specifically discussed above, we allowed four other operators, representing an aggregate 2.7 %, 3.2 % and 3.6 % of total revenue (excluding the impact of write-offs) for the years ended December 31, 2022, 2021 and 2020, respectively, to apply an aggregate of $ 3.4 million of their security deposits to pay rent to accommodate short term liquidity issues, with regular rent payments required to resume shortly thereafter. These operators also are required to begin replenishing their security deposits in 2023. Additionally, we granted three of these operators short-term deferrals for a portion of their respective rent due during the year ended December 31, 2022. As of December 31, 2022, three of the four operators that were allowed to apply security deposits to rent are current on their respective lease obligations after taking into account rent deferrals and/or the application of security deposits. The one operator that is not current on contractual obligations is on a cash basis of revenue recognition as of December 31, 2022. Lease Inducements For the years ended December 31, 2021 and 2020, we provided fundings of $ 22.3 million, and $ 34.1 million, respectively, to our operators subject to operating leases, which were accounted for as lease inducements and will be amortized as a reduction to rental income over the remaining term of the leases. Of the $ 22.3 million funded in 2021, $ 20 million was paid to LaVie and $ 2.3 million was paid to four other existing operators. Of the $ 34.1 million funded in 2020, $ 23.9 million was paid to Maplewood for development and start-up related costs and the remaining $ 10.2 million was paid to three other operators. F-32 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 6 –LEASES Lease Income The following table summarizes the Company’s rental income from operating leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 ​ 2021 ​ 2020 ​ ​ (in thousands) Rental income – operating leases ​ $ 735,247 ​ $ 911,701 ​ $ 741,681 Variable lease income – operating leases ​ ​ 14,961 ​ ​ 11,976 ​ ​ 11,746 Total rental income ​ $ 750,208 ​ $ 923,677 ​ $ 753,427 ​ Our variable lease income primarily represents the reimbursement of real estate taxes and ground lease expenses by operators that Omega pays directly. The following amounts reflect the future minimum lease payments due to us for the remainder of the initial terms of our operating leases as of December 31, 2022: ​ ​ ​ ​ ​ ​ (in thousands) 2023 ​ $ 729,902 2024 ​ ​ 761,895 2025 ​ ​ 759,887 2026 ​ ​ 769,715 2027 ​ ​ 732,901 Thereafter ​ ​ 3,345,742 Total ​ $ 7,100,042 ​ Lease Costs As of December 31, 2022, the Company is a lessee under ground leases and/or facility leases related to 10 SNFs, one ALF and two offices. For the years ended December 31, 2022, 2021 and 2020, the expenses associated with these operating leases were $ 2.2 million, respectively and are included within general and administrative expense on the Statements of Operations. The following table summarizes the balance sheet information related to leases where the Company is a lessee: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2022 ​ 2021 ​ ​ (in thousands) Other assets - right of use assets ​ $ 17,849 ​ $ 16,117 ​ ​ ​ ​ ​ ​ ​ Accrued expenses and other liabilities – lease liabilities ​ $ 19,130 ​ $ 17,180 ​ F-33 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Direct Financing Leases The components of investments in direct financing leases consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2022 2021 ​ ​ (in thousands) ​ Minimum lease payments receivable ​ $ 23,756 ​ $ 24,863 ​ Less unearned income ​ ( 12,437 ) ​ ( 13,460 ) ​ Investment in direct financing leases ​ 11,319 ​ 11,403 ​ Less allowance for credit losses on direct financing leases ​ ( 2,816 ) ​ ( 530 ) ​ Investment in direct financing leases – net ​ $ 8,503 ​ $ 10,873 ​ ​ ​ ​ ​ ​ ​ ​ ​ Properties subject to direct financing leases ​ 1 ​ 1 ​ Number of direct financing leases ​ 1 ​ 1 ​ ​ ​ During the year ended December 31, 2021, we received $ 0.7 million from a bankruptcy court created Distribution Trust related to a direct financing lease with a former operator which is recorded in recovery on direct financing leases on our Consolidated Statement of Operations. NOTE 7 – REAL ESTATE LOANS RECEIVABLE Real estate loans consist of mortgage loans and other real estate loans which are primarily collateralized by a first, second or third mortgage lien or a leasehold mortgage on, or an assignment of the partnership interest in the related properties. As of December 31, 2022, our real estate loans receivable consists of seven fixed rate mortgages on 52 long-term care facilities and 12 other real estate loans. The mortgage notes relate to facilities located in six states that are operated by six independent healthcare operating companies. The other real estate loans are with four of our operators as of December 31, 2022. We monitor compliance with the loans and when necessary have initiated collection, foreclosure and other proceedings with respect to certain outstanding real estate loans. The principal amounts outstanding of real estate loans receivable, net of allowances, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2022 2021 ​ ​ (in thousands) ​ Mortgage notes due 2030 ; interest at 10.96 % (1) ​ $ 506,321 $ 653,564 ​ Mortgage note due 2031 ; interest at 11.02 % ​ ​ 76,049 ​ ​ 103,762 ​ Other mortgage notes outstanding (2) ​ 149,153 ​ 151,361 ​ Mortgage notes receivable – gross ​ 731,523 ​ 908,687 ​ Allowance for credit losses on mortgage notes receivable ​ ​ ( 83,393 ) ​ ​ ( 73,601 ) ​ Mortgage notes receivable – net ​ ​ 648,130 ​ ​ 835,086 ​ Other real estate loan due 2030 ; interest at 7.00 % ​ ​ 250,500 ​ ​ 201,613 ​ Other real estate loans due 2024 ; interest at 13.17 % (1) ​ ​ 98,440 ​ ​ 90,752 ​ Other real estate loans due 2022 - 2025 ; interest at 12.03 % (1) ​ ​ 43,628 ​ ​ 9,992 ​ Other real estate loan due 2024 ; interest at 12.00 % ​ ​ — ​ ​ 40,232 ​ Other real estate loans outstanding (3) ​ ​ 20,000 ​ ​ 12,084 ​ Leasehold mortgages and other real estate loans – gross ​ ​ 412,568 ​ ​ 354,673 ​ Allowance for credit losses on leasehold mortgages and other real estate loans ​ ( 17,967 ) ​ ( 8,973 ) ​ Leasehold mortgages and other real estate loans – net ​ ​ 394,601 ​ ​ 345,700 ​ Total real estate loans receivable – net ​ $ 1,042,731 ​ $ 1,180,786 ​ (1) Approximates the weighted average interest rate on facilities as of December 31, 2022. (2) Other mortgage notes outstanding have a weighted average interest rate of 8.85 % per annum as of December 31, 2022 and maturity dates ranging from 2023 through 2032 (with $ 6.5 million maturing in 2023 ). (3) As of December 31, 2022, includes one real estate loan with an interest rate of 12.00 % and a maturity date of December 2, 2027 . F-34 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Interest income on real estate loans is included within interest income on the Consolidated Statements of Operations and is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 ​ 2021 ​ 2020 ​ (in thousands) Mortgage notes – interest income $ 74,233 ​ $ 91,661 ​ $ 89,422 Leasehold mortgages and other real estate loans – interest income ​ 36,089 ​ ​ 31,988 ​ ​ 27,867 Total real estate loans interest income $ 110,322 ​ $ 123,649 ​ $ 117,289 ​ Mortgage Notes due 2030 On June 30, 2022, Ciena Healthcare (“Ciena”) repaid $ 57.1 million under the $ 415.0 million amortizing mortgage (the “Ciena Master Mortgage”), $ 15.1 million under the $ 44.7 million mortgage and $ 41.5 million under four additional mortgages. Concurrent with these repayments, we released the mortgage liens on six facilities in exchange for the partial repayment and extended the maturity date of all of the Ciena mortgage notes to June 30, 2030 (with exception of two loans with an aggregate principal balance of $ 40.4 million with maturity dates in 2023 ). On September 9, 2022, Ciena repaid $ 35.3 million under the Ciena Master Mortgage and $ 9.5 million under three additional mortgages. Concurrently with these partial repayments, we released the mortgage liens on two facilities in exchange for such partial repayments. At December 31, 2022, the $ 506.3 million of Mortgage Notes with Ciena consisted of the following: ● $ 415 million Ciena Master Mortgage that matures in 2030 . The Ciena 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 Ciena 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, 2022, the outstanding principal balance of the Ciena Master Mortgage note is $ 279.0 million and it is secured by 20 facilities. The interest rate on the Ciena Master Mortgage was 11.35 % at December 31, 2022. ● Additional borrowings in the form of incremental facility mortgages, construction and/or improvement mortgages with maturities through 2030 (with exception to one construction mortgage with principal of $ 19.1 million that matures in 2023 ) 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, 2022, the outstanding principal balance of these mortgage notes which are secured by three facilities is $ 94.3 million. During the second quarter of 2021, one construction mortgage, included in the mortgage notes described above, with an original maturity date of 2021 was extended to 2029 and converted into a facility mortgage. During the third quarter of 2021, we acquired a facility which was previously subject to a $ 13.9 million construction mortgage, also included in the notes described above, and subsequently leased the property back to Ciena. ● $ 44.7 million mortgage note related to five SNFs located in Michigan. The mortgage note matures on June 30, 2030 and bore an initial annual interest rate of 9.5 % which increases each year by 0.225 % . The interest rate on the mortgage note was 10.4 % at December 31, 2022. During the second quarter of 2022, we released the mortgage lien on one facility under this mortgage loan in exchange for a $ 15.1 million repayment (as discussed above). As of December 31, 2022, the outstanding principal balance of this mortgage note is $ 28.6 million and it is secured by four SNFs. Additionally, the Company committed to fund an additional $ 9.6 million to Ciena if certain performance metrics are achieved by the portfolio. F-35 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ● $ 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. The mortgage note matures on June 30, 2030 and bore an initial annual interest rate of 10.31 % which increases each year by 2 % . The interest rate on the mortgage note was 10.73 % at December 31, 2022. As of December 31, 2022, the outstanding principal balance of this mortgage note is $ 83.1 million. ● $ 21.3 million mortgage note related to one SNF located in Ohio. The mortgage note had an original maturity date of March 31, 2022 and bore an initial annual interest rate of 9.5 % . During the year ended December 31, 2022, we amended the mortgage note to extend the maturity date to December 31, 2023 and to increase the interest rate to 9.74 % beginning April 1, 2022 and to 9.98 % beginning April 1, 2023. As of December 31, 2022, the outstanding principal balance of this mortgage note is $ 21.3 million. The mortgage notes with Ciena are cross-defaulted and cross-collateralized with our existing master lease and other non-real estate loans with Ciena. Mortgage Note due 2031 On January 17, 2014, we entered into a $ 112.5 million first mortgage loan with Guardian. The loan was originally secured by seven SNFs and two ALFs located in Pennsylvania and Ohio. 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 . In the third quarter of 2021, we reduced the risk rating on the mortgage loan from a 4 to a 5, primarily due to the increased likelihood of a restructuring that would result in the modification of the mortgage loan terms. As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, Guardian failed to pay contractual rent and interest to us during the fourth quarter of 2021. The mortgage loan was placed on non-accrual status for interest recognition in October 2021 and is being accounted for under the cost recovery method. On December 30, 2021, we acquired two facilities, previously subject to the Guardian mortgage loan, in consideration for a reduction of $ 8.7 million in the mortgage principal and added the facilities to the master lease agreement. Following Guardian’s non-payment of rent and interest during the fourth quarter of 2021 and further negotiations with Guardian in the fourth quarter, we elected to further reduce the risk rating on the loan from a 5 to a 6 in the fourth quarter of 2021 and to evaluate the risk of loss on the loan on an individual basis. As the fair value of the 7 properties that collateralized the mortgage loan were estimated to be less than the remaining principal as of December 31, 2021 of $ 103.8 million, we reserved an additional $ 38.2 million through provision for credit losses in the fourth quarter of 2021. The total reserve as of December 31, 2021, related to the mortgage loan was $ 47.1 million and reduced the loan carrying value to the estimated fair value of the collateral of $ 56.7 million as of December 31, 2021. We also fully reserved approximately $ 1.0 million of contractual interest receivable related to the mortgage loan with Guardian in the fourth quarter of 2021. Guardian continued to not pay contractual rent and interest due under its lease and mortgage loan agreements during the first quarter of 2022. On February 15, 2022, Guardian completed the sale of three facilities subject to the Guardian mortgage loan with Omega. Concurrent with the sale, Omega agreed to release the mortgage liens on these facilities in exchange for a partial paydown of $ 21.7 million. In connection with the partial paydown, we recorded a $ 5.1 million recovery for credit losses in the first quarter of 2022 related to the Guardian mortgage loan. In the second quarter of 2022, we agreed to a formal restructuring agreement and amendments to the master lease and mortgage loan with Guardian, which among other adjustments, extended the loan maturity and allowed for the deferral of certain contractual interest as discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements. These amendments were treated as a loan modification. Following the execution of the restructuring agreement, Guardian resumed paying contractual rent and interest during the second quarter of 2022 and continued such payments in the third and fourth quarters of 2022, in accordance with the restructuring terms. In the third and fourth quarters of 2022, we reserved an additional $ 0.3 million, in aggregate, through provision for credit losses due to a decrease in the estimated fair value of the four facilities that are collateral under the mortgage. F-36 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ As of December 31, 2022, the amortized cost basis of the Guardian mortgage loan is $ 76.0 million, which represents 6.6 % of the total amortized cost basis of all real estate loan receivables. The total reserve as of December 31, 2022 related to the mortgage loan was $ 40.8 million and reduced the loan carrying value to the estimated fair value of the collateral of $ 35.2 million as of December 31, 2022. As of December 31, 2022, the mortgage loan is secured by three SNFs and one ALF located in Pennsylvania. During the year ended December 31, 2022, we received $ 6.0 million of interest payments that were applied directly against the principal balance outstanding using the cost recovery method. Other mortgage notes outstanding As of December 31, 2022, our other mortgage notes outstanding represents 4 mortgage loans to 4 operators with liens on 11 facilities. Included below are new mortgage loans within this bucket that were entered into during the years ended December 31, 2022, and 2021. Mortgage Note due 2032 ; interest at 10.50 % On July 1, 2021, we financed six SNFs in Ohio and amended an existing $ 6.4 million mortgage, inclusive of two Ohio SNFs, to include the six facilities in a consolidated $ 72.4 million mortgage for eight Ohio facilities bearing interest at an initial rate of 10.5 % per annum. In conjunction with this transaction, we also acquired three Maryland facilities that were previously subject to a mortgage issued by Omega bearing interest at 13.75 % per annum with a principal balance of $ 36.0 million that was included in other mortgage notes outstanding. The purchase price for these three facilities was equal to the remaining mortgage principal amount, and the three acquired Maryland facilities were subsequently leased back to the seller for a term expiring on December 31, 2032 , assuming Omega exercises the options under the agreement. The base rent in the initial year is approximately $ 5.0 million and includes annual escalators of 2.5 %. As of December 31, 2022, the outstanding principal balance of this mortgage note is $ 72.4 million. Mortgage Note due 2025 ; interest at 7.85 % In connection with the MedEquities Merger on May 17, 2019, the Company acquired a first mortgage lien issued to Lakeway Realty, L.L.C, an unconsolidated joint venture discussed in Note 11 – Investments in Joint Ventures, 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, 2022 and 2021, this mortgage has a carrying value of $ 63.8 million and $ 65.5 million, respectively. Other real estate loan due 2030 On July 31, 2020, we entered into a $ 220.5 million secured revolving credit facility with Maplewood as a part of an overall restructuring with this operator. $ 132.1 million of the facility was drawn at closing which was used to repay our prior secured revolving credit facilities with aggregate capacity of $ 65.0 million 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. Advances made under this facility bear interest at a fixed rate of 7 % per annum and the facility matures on June 30, 2030 . On June 22, 2022, we amended the secured revolving credit facility with Maplewood to increase the maximum commitment under the facility from $ 220.5 million to $ 250.5 million. Maplewood was determined to be a VIE when this loan was originated in 2020. Our balances and risk of loss associated with Maplewood are included within our disclosures in Note 10 – Variable Interest Entities. As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, we began negotiations to restructure and amend Maplewood’s lease and loan agreements during the fourth quarter of 2022. As a result of the anticipated restructuring, we placed the Maplewood revolving credit facility on non-accrual status for interest recognition during the fourth quarter of 2022 due to the anticipated restructuring of its lease and loan agreement. As of December 31, 2022, $ 250.5 million remains outstanding on this credit facility to Maplewood. F-37 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, in the first quarter of 2023, Omega entered into a restructuring agreement and a loan amendment that modified the senior revolving credit facility. As part of the restructuring agreement and loan amendment, Omega agreed to extend the maturity date to June 2035, increase the capacity of the senior revolving credit facility from $ 250.5 million to $ 320.0 million, including PIK interest applied to the principal, and to convert the 7 % cash interest due on the senior revolving credit facility to all PIK interest in 2023, 1 % cash interest and 6 % PIK interest in 2024, 4 % cash interest and 3 % PIK interest in 2025 and through the maturity date. Other real estate loans due 2024 Our other investment notes due in 2024 consists of two secured term loans with Genesis with initial borrowings of $ 48.0 million and $ 16.0 million at issuance. The $ 48.0 million term loan was issued in July 2016 (the “2016 Term Loan”), with subsequent amendments in 2018, 2019 and 2021, and currently bears interest at a fixed rate of 14 % per annum, of which 9 % per annum is paid-in-kind. The 2016 Term Loan was initially scheduled to mature on July 29, 2020 , but through the amendments noted above, the maturity date of this loan was extended to January 1, 2024 . The $ 16.0 million secured term loan was issued on March 6, 2018 (the “2018 Term Loan”), and amended in 2021, and bears interest at a fixed rate of 10 % per annum, of which 5 % per annum is paid-in-kind. The 2018 Term Loan was initially scheduled to mature on July 29, 2020 , but through the amendments noted above was extended to January 1, 2024 . Both the 2016 and 2018 Term Loans are on an accrual status as of December 31, 2022. Both the 2016 and 2018 Term Loans are secured by a first priority lien on and security interest in certain collateral of Genesis. As of December 31, 2022, there was approximately $ 78.1 million and $ 20.3 million outstanding on the 2016 and 2018 Term Loans, respectively. Other real estate loans due 2022 - 2025 On June 28, 2022, we entered into a $ 35.6 million mezzanine loan with an existing operator related to new operations undertaken by the operator. The loan bears interest at a fixed rate of 12 % per annum and matures on June 30, 2025 . The loan also requires quarterly principal payments of $ 1.0 million commencing on January 1, 2023 and additional payments contingent on the operator’s achievement of certain metrics. The loan is secured by a leasehold mortgage and a pledge of the operator’s equity interest in a joint venture. Other real estate loan due 2024 Our other investment note due in 2024 consisted of a $ 60.0 million mezzanine loan, with an operator, that was acquired and financed in 2016 and subsequently amended and refinanced in May 2018. The loan was amended again in 2022. As amended, the mezzanine loan bore interest at a fixed interest rate of 12 % per annum and contractually matured on May 31, 2024 . During the third quarter of 2022, this loan was fully repaid . Other real estate loans outstanding Preferred Equity Investment in Joint Venture - $ 20 million On June 2, 2022, we made a $ 20.0 million preferred equity investment, which is treated as a loan for accounting purposes, in a new real estate joint venture that was formed to acquire an acute care hospital in New York. Omega’s preferred equity investment bears a 12 % return per annum and must be mandatorily redeemed by the joint venture at the earlier of December 2027 or the occurrence of certain significant events within the joint venture. We have determined that the joint venture is a VIE, but we are not the primary beneficiary as we do not have the power to direct the activities that most significantly impact the joint venture’s economic performance. As such, this $ 20.0 million preferred equity investment is included in the unconsolidated VIE table presented in Note 10 – Variable Interest Entities. F-38 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 8 – NON-REAL ESTATE LOANS RECEIVABLE Our non-real estate loans consist of fixed and variable rate loans to operators and/or principals. These loans may be either unsecured or secured by the collateral of the borrower, which may include the working capital of the borrower. As of December 31, 2022, we had 29 loans with 15 different borrowers. A summary of our non-real estate loans is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2022 2021 ​ ​ ​ (in thousands) ​ Notes due 2024 - 2025 ; interest at 8.12 % (1) ​ $ 55,791 $ 55,791 ​ Notes due 2022 - 2028 ; interest at 10.44 % (1)(2) ​ ​ 55,981 ​ ​ 22,142 ​ Notes due 2036 ; interest at 8.13 % (1) ​ ​ 32,539 ​ ​ 2,690 ​ Note due 2027 ; interest at 12.00 % ​ ​ 39,653 ​ ​ — ​ Note due 2024 ; interest at 7.50 % ​ ​ 47,999 ​ ​ 15,000 ​ Other notes outstanding (3) ​ 77,186 ​ 88,982 ​ Non-real estate loans receivable – gross ​ ​ 309,149 ​ ​ 184,605 ​ Allowance for credit losses on other investments ​ ​ ( 83,868 ) ​ ​ ( 60,421 ) ​ Total non-real estate loans receivable – net ​ $ 225,281 ​ $ 124,184 ​ (1) Approximate weighted average interest rate as of December 31, 2022. (2) Includes one loan with a principal balance of $ 1.5 million that was to mature in 2022 but remains outstanding as of December 31, 2022. We are in negotiations to extend the loan. (3) Other notes outstanding have a weighted average interest rate of 7.18 % as of December 31, 2022 with maturity dates ranging from 2022 through 2028 (with $ 10.8 million maturing in 2023 ). We have two loans within other notes outstanding with aggregate principal of $ 9.8 million that were to mature in 2022 , but remain outstanding as of December 31, 2022. We are in negotiations to extend a $ 4.4 million loan to 2024 and we have fully reserved the other $ 5.4 million loan. ​ For the years ended December 31, 2022, 2021 and 2020, non-real estate loans generated interest income of $ 13.6 million, $ 12.7 million and $ 17.0 million, respectively. Interest income on non-real estate loans is included within interest income on the Consolidated Statements of Operations. Notes due 2024 - 2025 Notes due in 2024 - 2025 consist of a $ 32 million secured term loan (the “Agemo Term Loan”) and a $ 25.0 million secured working capital loan (the “Agemo WC Loan”) with Agemo. The Agemo Term Loan was acquired in 2016 and bears interest at 9 % per annum. The Agemo Term Loan matures on December 31, 2024 and is secured by a security interest in certain collateral of Agemo. The Agemo WC Loan was issued on May 7, 2018 and bears interest at 7 % per annum. The Agemo WC Loan matures on April 30, 2025 and is primarily secured by a collateral package that includes a second lien on the accounts receivable of Agemo. The proceeds of the Agemo WC Loan were used to pay operating expenses, settlement payments, fees, taxes and other costs approved by the Company. During the third quarter of 2020, we evaluated both loans for impairment upon receiving information from Agemo regarding substantial doubt of its ability to continue as a going concern. Based on our evaluation, we recorded a provision for credit loss of $ 22.7 million in the third quarter of 2020 to reduce the carrying value of the loans to the fair value of the underlying collateral. We also fully reserved approximately $ 3.8 million of contractual interest receivable related to the Agemo Term Loan in the third quarter of 2020 (see Note 9 – Allowance for Credit Losses). F-39 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, Agemo failed to pay contractual rent and interest to us from August 2021 through October 2021 and in December 2021. In the third quarter of 2021, we recorded an additional provision for credit loss of $ 16.7 million related to these loans as a result of a reduction in the fair value of the underlying collateral assets. The reduction in fair value of the collateral assets was primarily driven by the application of Agemo’s $ 9.3 million letter of credit that supported the value of the Agemo Term Loan to Omega’s uncollected receivables and a reduction in Agemo’s working capital accessible to Omega as collateral, after considering other liens on the assets. Additionally, the loan has been placed on non-accrual status and we will use the cost recovery method and will apply any interest and fees received directly against the principal of the loan. During the year ended December 31, 2021, we received $ 1.2 million of interest payments which was applied against the principal. Agemo continued to not pay contractual rent and interest due under its lease and loan agreements throughout 2022. During the year ended December 31, 2022, we recorded additional provisions for credit losses of $ 10.8 million related to the Agemo WC Loan because of reductions in the fair value of the underlying collateral assets supporting the current carrying values. At December 31, 2022, the total carrying value of our loans outstanding with Agemo, net of allowances for credit losses, is approximately $ 5.9 million. As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, in the first quarter of 2023, Omega entered into a restructuring agreement and a replacement loan agreement that modified the existing Agemo loans. Under the restructuring agreement, previously written off contractual unpaid interest related to the Agemo WC Loan and the Agemo Term Loan was forgiven. The outstanding principal of the Agemo Term Loan was rolled into a $ 32.0 million loan (“Agemo Replacement Loan A”). The outstanding principal of the Agemo WC Loan and the aggregate rent deferred and outstanding under the Agemo lease agreement will be combined into a $ 50.2 million loan (“Agemo Replacement Loan B” and with Agemo Replacement Loan A, the “Agemo Replacement Loans”). The Agemo Replacement Loans bear interest at 5.71 % per annum and mature on December 31, 2036 . No interest payments will accrue or are required to be paid until March 1, 2023, contingent upon Agemo’s compliance with certain conditions of the restructuring agreement. After three years, Agemo is required to make principal payments on the Agemo Replacement Loans dependent on certain cash flow metrics. Notes due 2022 - 2028 Notes due 2022 - 2028 consists of eight loans with the same operator that are primarily short-term revolving lines of credit that are collateralized by the accounts receivable of certain operations of the operator. The most significant of the outstanding loans is a short-term $ 90.0 million revolving line of credit that we entered into on June 28, 2022 in connection with the $ 35.6 million mezzanine loan discussed in Note 7 – Real Estate Loans Receivable above. The loan proceeds were used by this operator to finance working capital requirements of new operations in a new state to the operator. The line of credit consists of two $ 45.0 million tranches that bear interest at fixed rates of 10 % per annum and 12 % per annum and mature on June 30, 2023 and June 1, 2023 (or earlier based on certain state reimbursement conditions), respectively. The revolving line of credit is secured by a first priority interest on the operator’s accounts receivable related to the new operations. As of December 31, 2022, the outstanding principal under this revolving line of credit was $ 33.0 million. Notes due 2036 On September 1, 2021, we entered into an $ 8.3 million term loan with LaVie to be funded through monthly advances in the amount of $ 0.7 million from September 2021 through August 2022. This term loan bears interest at a fixed rate of 7 % per annum (which may be paid-in-kind for the first year of the loan), matures on March 31, 2031 and requires monthly principal payments of $ 0.1 million commencing September 1, 2022. The loan is secured by a guarantee from LaVie’s parent entities. On March 25, 2022, we entered into a $ 25.0 million term loan with LaVie that bears interest at a fixed rate of 8.5 % per annum and matures on March 31, 2032 . This term loan requires quarterly principal payments of $ 1.3 million commencing January 1, 2028 and is secured by a second priority lien on the operator’s accounts receivable. F-40 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ During the fourth quarter of 2022, we amended these loans with LaVie to, among other terms, extend the loan maturities to November 30, 2036 to align with the lease term, and starting in January 2023, reduce the interest rates to 2 %, remove the requirement to make any principal payments until the maturity dates and to convert from monthly cash interest payments to interest paid-in-kind. These amendments were treated as loan modifications. In the fourth quarter of 2022, we reduced the risk rating on these loans from a 5 to a 6, primarily due to the modifications of the loan terms. Given the modifications, we evaluated the risk of loss on these loans on an individual basis based on the fair value of the collateral. Based on our evaluation of the collateral, during the fourth quarter of 2022, we recognized provisions for credit losses of $ 7.5 million related to the $ 8.3 million term loan (to fully reserve the loan balance) and $ 15.8 million related to the $ 25.0 million term loan. Following the sale of 11 facilities in the fourth quarter of 2022, discussed in Note 4 – Assets Held for Sale, Dispositions and Impairments, the remaining accounts receivable outstanding that collateralize the $ 25.0 million term loan was insufficient to support the current outstanding balance, and as a result, we recorded the additional reserves to reduce the carrying value of the $ 25.0 million loan to the fair value of the collateral. Additionally, the loans were placed on non-accrual status and we will use the cost recovery method and will apply any interest and fees received directly against the principal of the loans. During the year ended December 31, 2022, we applied $ 0.4 million of interest payments received to the $ 25.0 million term loan principal balance outstanding and $ 0.1 million of interest payments received to the $ 8.3 million term loan principal balance outstanding. As of December 31, 2022, the amortized cost basis of these loans was $ 32.5 million, which represents 10.5 % of the total amortized cost basis of all non-real estate loan receivables. The total reserve as of December 31, 2022 related to the LaVie loans was $ 25.0 million. Note due 2027 On September 1, 2022, we entered into a $ 40.0 million mezzanine loan with a new operator. The loan bears interest at a fixed rate of 12 % per annum and matures on September 14, 2027 . The loan also requires semi-annual principal payments of $ 1.7 million in January and July, commencing on January 1, 2023, and additional payments contingent on the occurrence of certain conditions. The loan is secured by an equity interest in subsidiaries of the operator. In February 2023, this loan was repaid. Note due 2024 On July 8, 2019, the Company entered into a $ 15 million unsecured revolving credit facility agreement with a principal of an operator that bears interest at a fixed rate of 7.5 % per annum and originally matured on July 8, 2022 . During 2022, this revolving credit facility was amended multiple times to increase the maximum principal to $ 48 million, extend the maturity date to December 31, 2024 and require monthly principal payments of $ 0.5 million beginning in July 2022, which increase to $ 1.0 million in January 2023, to $ 1.5 million in August 2023 and to $ 2.5 million in December 2023. No principal payment amounts were required for the months of November and December 2022. Other notes outstanding As of December 31, 2022, our other notes outstanding represents 15 loans to operators that primarily consists of term loans and working capital loans or revolving credit facilities. Many of these loans are not individually significant and the use of proceeds of these loans can vary. Included below are the significant new loans entered into during the years ended December 31, 2022, 2021 and 2020 and significant updates to any existing loans. Working Capital Loan – $ 20 million In November 2021, we entered into a $ 20.0 million working capital loan (the “$20.0 million WC loan”) with an operator that managed, on an interim basis for a 4-month period, the operations of 23 facilities formerly leased to Gulf Coast. The $ 20.0 million WC loan bears interest at 3 % per annum. The maturity date of the $ 20.0 million WC loan was the earlier of (i) December 31, 2022 , (ii) the date of the termination of one or more of the MOTAs, or (iii) the date that New Manager requests that the loan be terminated. Advances under the working capital loan are not required to be repaid until maturity. The $ 20.0 million WC loan is secured by the accounts receivables of these facilities during the interim period of operation. F-41 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ During the year ended December 31, 2022, we recognized provisions for credit losses of $ 5.2 million related to the $ 20.0 million WC loan, which resulted in the loan being fully reserved. Following the sale of 22 facilities, discussed in Note 4 – Assets Held for Sale, Dispositions and Impairments, the remaining accounts receivable outstanding that collateralize the loan was insufficient to support the current outstanding balance, and as a result, we recorded the additional reserves to reduce the carrying value of the loan to the fair value of the collateral. The $ 20.0 million WC Loan was placed on non-accrual status during the third quarter of 2022 and is being accounted for under the cost recovery method. As of December 31, 2022, the outstanding principal under this loan was $ 5.4 million. Gulf Coast – DIP Facility As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, in October 2021, we provided an up to $ 25.0 million senior secured DIP facility (the “DIP Facility”) with Gulf Coast, in order to provide liquidity for the operations of the Gulf Coast facilities during its Chapter 11 cases. A portion of the funding under the DIP Facility was tied to certain milestones and other conditions, including the transition of the management of the operations of the facilities. At December 31, 2021, these milestones and conditions had been met and the full capacity of the DIP Facility was available to be borrowed upon by Gulf Coast. The DIP Facility bears interest at LIBOR (subject to a 1 % floor) plus 12 % per annum and has an unused commitment fee equal to .50 % of the average daily balance of the undrawn commitments. Interest and fees are payable monthly and the principal is due at maturity, unless the amount outstanding thereunder is accelerated prior to maturity. The DIP financing is guaranteed by all debtors in Gulf Coast’s Chapter 11 cases and is secured by liens on substantially all of their assets, including post-petition accounts receivable, subject in certain cases to other priorities or exceptions. As of December 31, 2021, $ 20.5 million was outstanding under the DIP Facility, which was fully reserved for as discussed further below. Given the uncertainty and complexity surrounding the bankruptcy process and the deteriorated credit of Gulf Coast, we evaluated the DIP facility on an individual basis and elected to measure the risk of loss on the DIP Facility based on the fair value of the collateral. Based on the cash forecasts provided by Gulf Coast as part of the Support Agreement and on-going monthly reporting, we estimated that the collateral will have insufficient value to support the loan at maturity and that we will be unable to collect on substantially all principal amounts advanced to Gulf Coast under the DIP Facility. Upon funding, we fully reserved all principal amounts advanced under the DIP Facility. In the fourth quarter of 2021, we recorded reserves of $ 20.0 million (the principal outstanding after considering interest payments applied to principal discussed below) related to the DIP facility through the provision for credit losses on December 31, 2021. See further discussion within Note 9 – Allowance for Credit Losses. Additionally, we have placed the loan on non-accrual status and used the cost recovery method to apply any interest and fees received directly against the principal of the loan. During the year ended December 31, 2021, we received $ 0.5 million of interest and fee payments that we applied against the outstanding principal and recognized a recovery for credit loss equal to the amount of payments applied against the principal. During the year ended December 31, 2022, we recorded an additional net provision for credit losses of $ 0.2 million related to the DIP Facility, which reflects the full reserve of additional advances of $ 2.2 million made under the facility during 2022 and a $ 2.0 million recovery for interest and fee payments received during 2022 that were applied against the outstanding principal. The DIP facility matured on August 15, 2022 , which resulted in a write-off of the loan and reserve balances. Revolving Credit Facility – $ 25 million On October 1, 2021, the Company amended the terms of a $ 15 million revolving credit facility with an operator (the 3.7 % Operator discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements) that was previously issued in December 2020 and had a maturity date of December 1, 2022 . The amendment increased the maximum principal of $ 20 million, reduced the interest rate to 5 % for the first year and 6 % thereafter and extended the maturity date to September 30, 2024 . The credit facility is secured by a first lien on the accounts receivable of the 3.7 % Operator. Following the amendment in the fourth quarter, the 3.7 % Operator drew $ 7.8 million under the credit facility during the fourth quarter of 2021. This revolving credit facility was further amended in the fourth quarter of 2022 to increase the maximum principal to $ 25 million, with any borrowed amount in excess of $ 20 million to be repaid no later than June 30, 2023 . During 2022, the 3.7 % Operator drew $ 9.0 million under the facility and the line of credit of $ 25.0 million was fully drawn as of December 31, 2022. F-42 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, from January through March 2022, the 3.7 % Operator paid contractual interest under the credit facility but failed to pay contractual rent due under its lease agreement. In March 2022, the lease with the 3.7 % Operator was amended to allow for a short-term rent deferral for January through March 2022. The 3.7 % Operator paid the contractual amount due under its lease and loan agreements from April 2022 through December 2022. Promissory Notes – $ 20 million In the fourth quarter of 2022, the Company entered into three unsecured loans with a principal of an operator with principal amounts of $ 17.0 million, $ 2.5 million and $ 0.5 million. The loans bear interest at 9 % and mature on September 30, 2027 . All three loans require quarterly principal payments commencing on January 3, 2023. Second Spring Healthcare Investments 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 11 – Investments in Joint Ventures) bearing interest at the greater of the prime interest rate or 3-month LIBOR plus 2.75 % per annum which was due on demand. This loan was repaid in 2021. F-43 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 9 – ALLOWANCE FOR CREDIT LOSSES In the fourth quarter of 2022, we revised the presentation of certain loans subject to our allowance for credit losses as discussed in Note 2 – Summary of Significant Accounting Policies. The disclosures below have been reclassified to conform to the revised presentation. A rollforward of our allowance for credit losses, summarized by financial instrument type and internal credit risk rating, for the years ended December 31, 2022, 2021 and 2020 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating ​ Financial Statement Line Item Allowance for Credit Loss as of December 31, 2021 Provision (recovery) for Credit Loss for the year ended December 31, 2022 ​ Write-offs charged against allowance for the year ended December 30, 2022 Allowance for Credit Loss as of December 31, 2022 ​ ​ ​ (in thousands) 1 ​ Real estate loans receivable $ — $ 162 ​ $ — $ 162 2 ​ Real estate loans receivable ​ 14 ​ 143 ​ ​ — ​ 157 3 ​ Real estate loans receivable ​ 5,367 ​ 9,743 ​ ​ — ​ 15,110 4 ​ Real estate loans receivable ​ 20,577 ​ 13,089 ​ ​ — ​ 33,666 5 ​ Real estate loans receivable ​ 136 ​ ( 136 ) ​ ​ — ​ — 6 ​ Real estate loans receivable ​ 56,480 ​ 248 ​ ​ ( 4,463 ) (1) 52,265 ​ ​ Sub-total ​ 82,574 ​ 23,249 ​ ​ ( 4,463 ) ​ 101,360 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3 ​ Investment in direct financing leases ​ 530 ​ ( 530 ) ​ ​ — ​ — 5 ​ Investment in direct financing leases ​ — ​ 2,816 ​ ​ — ​ 2,816 ​ ​ Sub-total ​ 530 ​ 2,286 ​ ​ — ​ 2,816 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Non-real estate loans receivable ​ 29 ​ 830 ​ ​ — ​ 859 3 ​ Non-real estate loans receivable ​ 1,206 ​ 873 ​ ​ — ​ 2,079 4 ​ Non-real estate loans receivable ​ 56 ​ 578 ​ ​ — ​ 634 5 ​ Non-real estate loans receivable ​ 7,861 ​ 10,758 (2) ​ — ​ 18,619 6 ​ Non-real estate loans receivable ​ 51,269 ​ 28,460 (3)(4) ​ ( 18,052 ) (5) 61,677 ​ ​ Sub-total ​ 60,421 ​ 41,499 ​ ​ ( 18,052 ) ​ 83,868 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Off-balance sheet non-real estate loan commitments ​ 7 ​ 200 ​ ​ — ​ 207 3 ​ Off-balance sheet non-real estate loan commitments ​ 207 ​ ( 178 ) ​ ​ — ​ 29 3 ​ Off-balance sheet real estate loan commitments ​ 251 ​ ( 251 ) ​ ​ — ​ — 4 ​ Off-balance sheet non-real estate loan commitments ​ 216 ​ ( 216 ) ​ ​ — ​ — 4 ​ Off-balance sheet real estate loan commitments ​ 117 ​ ( 33 ) ​ ​ — ​ 84 6 ​ Off-balance sheet non-real estate loan commitments ​ 143 ​ 2,107 (5) ​ ( 2,250 ) (5) — ​ ​ Sub-total ​ 941 ​ 1,629 ​ ​ ( 2,250 ) ​ 320 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 144,466 $ 68,663 ​ $ ( 24,765 ) $ 188,364 (1) During the third quarter of 2022, we wrote-off the loan balance and reserve for one real estate loan with a rating of 6 that expired during the third quarter which had previously been fully reserved. (2) Reflects additional provisions of $ 10.8 million recorded on the Agemo WC Loan during the year ended December 31, 2022. See Note 8 – Non-real Estate Loans Receivable for additional information on the Agemo WC Loan. (3) Reflects aggregate provisions of $ 23.3 million recorded on the LaVie $ 25.0 million term loan and on the $ 8.3 million term loan during the fourth quarter of 2022. See Note 8 – Non-real Estate Loans Receivable for additional information on the LaVie term loans. (4) Reflects an additional provision of $ 5.2 million recorded on the $ 20 million WC loan during the year ended December 31, 2022 as discussed in Note 8 – Non-real Estate Loans Receivable. (5) In the second quarter of 2022, we recorded an additional reserve of $ 2.2 million related to the remaining commitment under the DIP facility as we were notified of the operator’s intent to draw the funds in the third quarter of 2022. In the third quarter of 2022, the remaining commitment under the facility was drawn and the facility expired and as a result we wrote-off the loan balance and related reserves as we do not expect to collect amounts under the facility following the expiration. ​ F-44 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating ​ Financial Statement Line Item Allowance for Credit Loss at December 31, 2020 ​ Provision (recovery) for Credit Loss for the year ended December 31, 2021 Write-offs charged against allowance for the year ended December 30, 2021 ​ Allowance for Credit Loss as of December 31, 2021 ​ ​ ​ ​ (in thousands) ​ 2 ​ Real estate loans receivable $ 86 $ ( 72 ) ​ $ — $ 14 ​ 3 ​ Real estate loans receivable ​ 4,652 ​ 715 ​ ​ — ​ 5,367 ​ 4 ​ Real estate loans receivable ​ 28,206 ​ ( 7,629 ) (1) ​ — ​ 20,577 ​ 5 ​ Real estate loans receivable ​ 434 ​ ( 298 ) ​ ​ — ​ 136 ​ 6 ​ Real estate loans receivable ​ 4,905 ​ 51,575 (1) ​ — ​ 56,480 ​ ​ ​ Sub-total ​ 38,283 ​ 44,291 ​ ​ — ​ 82,574 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3 ​ Investment in direct financing leases ​ 694 ​ ( 164 ) ​ ​ — ​ 530 ​ ​ ​ Sub-total ​ 694 ​ ( 164 ) ​ ​ — ​ 530 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Non-real estate loans receivable ​ 94 ​ ( 65 ) ​ ​ — ​ 29 ​ 3 ​ Non-real estate loans receivable ​ 1,415 ​ ( 209 ) ​ ​ — ​ 1,206 ​ 4 ​ Non-real estate loans receivable ​ 23,056 ​ ( 23,000 ) (2) ​ — ​ 56 ​ 5 ​ Non-real estate loans receivable ​ 1,854 ​ 6,102 (3) ​ ( 95 ) ​ 7,861 ​ 6 ​ Non-real estate loans receivable ​ — ​ 51,269 (2)(4) ​ — ​ 51,269 ​ ​ ​ Sub-total ​ 26,419 ​ 34,097 ​ ​ ( 95 ) ​ 60,421 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Off-balance sheet non-real estate loan commitments ​ 116 ​ ( 109 ) ​ ​ — ​ 7 ​ 3 ​ Off-balance sheet non-real estate loan commitments ​ 209 ​ ( 2 ) ​ ​ — ​ 207 ​ 3 ​ Off-balance sheet real estate loan commitments ​ 2,096 ​ ( 1,845 ) ​ ​ — ​ 251 ​ 4 ​ Off-balance sheet non-real estate loan commitments ​ — ​ 216 ​ ​ — ​ 216 ​ 4 ​ Off-balance sheet real estate loan commitments ​ 24 ​ 93 ​ ​ — ​ 117 ​ 6 ​ Off-balance sheet non-real estate loan commitments ​ — ​ 143 ​ ​ — ​ 143 ​ ​ ​ Sub-total ​ 2,445 ​ ( 1,504 ) ​ ​ — ​ 941 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 67,841 $ 76,720 ​ $ ( 95 ) $ 144,466 ​ (1) Amount reflects the movement of reserves associated with our mortgage loan with Guardian due to a reduction of our internal risk rating on the loan from a 4 to a 6 during 2021. As discussed in Note 7 – Real Estate Loans Receivable, we elected to evaluate the risk of loss on the loan on an individual basis, which resulted in recording an additional $ 38.2 million reserve on the mortgage loan. This amount also reflects $ 4.5 million of additional allowance recorded in the second quarter of 2021 to fully impair one real estate loan receivable with a rating of 4 that was subsequently reduced to a rating of 6 in the third quarter of 2021. (2) Amount reflects the movement of $ 22.7 million of reserves from non-real estate loans receivable with a rating of 4 to non-real estate loans receivable with a rating of 6 as a result of a reduction of our internal credit rating from a 4 to a 6 on the Agemo Term Loan during the third quarter of 2021. Concurrent with reducing the risk rating on the Agemo Term Loan to a 6, we recorded an additional provision of $ 8.8 million to fully reserve the remaining carrying value of the Agemo Term Loan. See Note 8 – Non-real Estate Loans Receivable for additional information on the conditions that drove the additional Agemo Term Loan provision and rating reduction. (3) The provision includes an additional $ 7.9 million allowance recorded on the Agemo WC Loan during the third quarter of 2021. We also reduced the internal rating on the Agemo WC Loan from a 4 to a 5 during the third quarter of 2021. See Note 8 – Non-real Estate Loans Receivable for additional information on the conditions that drove the additional Agemo WC Loan provision and rating reduction. (4) Amount reflects $ 20.0 million of additional allowance recorded in the fourth quarter of 2021 to fully reserve the remaining carrying value of the DIP Facility. See Note 8 – Non-real Estate Loans Receivable for additional information on the DIP Facility. F-45 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating ​ Financial Statement Line Item Allowance for Credit Loss at December 31, 2019 Allowance for Credit Loss at January 1, 2020 Provision (recovery) for Credit Loss for the year ended December 31, 2020 Write-offs charged against allowance for the year ended December 30, 2020 Allowance for Credit Loss as of December 31, 2020 ​ ​ ​ (in thousands) 2 ​ Real estate loans receivable $ — $ — $ 86 $ — $ 86 3 ​ Real estate loans receivable ​ — ​ 1,721 ​ 2,931 ​ — ​ 4,652 4 ​ Real estate loans receivable ​ — ​ 21,419 ​ 6,787 ​ — ​ 28,206 5 ​ Real estate loans receivable ​ — ​ 1,150 ​ ( 716 ) ​ — ​ 434 6 ​ Real estate loans receivable ​ 4,905 ​ 364 ​ ( 364 ) ​ — ​ 4,905 ​ ​ Sub-total ​ 4,905 ​ 24,654 ​ 8,724 ​ — ​ 38,283 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3 ​ Investment in direct financing leases ​ 217 ​ 611 ​ 83 ​ ( 217 ) ​ 694 ​ ​ Sub-total ​ 217 ​ 611 ​ 83 ​ ( 217 ) ​ 694 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Non-real estate loans receivable ​ — ​ 195 ​ ( 101 ) ​ — ​ 94 3 ​ Non-real estate loans receivable ​ — ​ 614 ​ 801 ​ — ​ 1,415 4 ​ Non-real estate loans receivable ​ — ​ 1,031 ​ 22,025 ​ — ​ 23,056 5 ​ Non-real estate loans receivable ​ — ​ 1,580 ​ 274 ​ — ​ 1,854 ​ ​ Sub-total ​ — ​ 3,420 ​ 22,999 ​ — ​ 26,419 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Off-balance sheet non-real estate loan commitments ​ — ​ — ​ 116 ​ — ​ 116 3 ​ Off-balance sheet non-real estate loan commitments ​ — ​ — ​ 209 ​ — ​ 209 3 ​ Off-balance sheet real estate loan commitments ​ — ​ — ​ 2,096 ​ — ​ 2,096 4 ​ Off-balance sheet real estate loan commitments ​ — ​ 100 ​ ( 76 ) ​ — ​ 24 ​ ​ Sub-total ​ — ​ 100 ​ 2,345 ​ — ​ 2,445 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 5,122 $ 28,785 $ 34,151 $ ( 217 ) $ 67,841 ​ Included below is a summary of the amortized cost basis of our financial instruments by year of origination and internal risk rating and a summary of our gross write-offs by year of origination: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating Financial Statement Line Item 2022 2021 2020 2019 2018 2017 2016 & older Revolving Loans Balance as of December 31, 2022 ​ ​ (in thousands) 1 Real estate loans receivable $ 20,000 $ — $ — $ — $ — $ — $ 63,811 $ — $ 83,811 2 Real estate loans receivable ​ — ​ — ​ 21,325 ​ — ​ — ​ — ​ — ​ — ​ 21,325 3 Real estate loans receivable ​ 35,600 ​ 72,420 ​ — ​ 6,655 ​ — ​ — ​ 1,373 ​ 250,500 ​ 366,548 4 Real estate loans receivable ​ 186 ​ 27,736 ​ 89,559 ​ 5,099 ​ 127,571 ​ 11,280 ​ 322,005 ​ — ​ 583,436 5 Real estate loans receivable ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — 6 Real estate loans receivable ​ — ​ — ​ — ​ — ​ — ​ — ​ 88,971 ​ — ​ 88,971 ​ Sub-total ​ 55,786 ​ 100,156 ​ 110,884 ​ 11,754 ​ 127,571 ​ 11,280 ​ 476,160 ​ 250,500 ​ 1,144,091 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5 Investment in direct financing leases ​ — ​ — ​ — ​ — ​ — ​ — ​ 11,319 ​ — ​ 11,319 ​ Sub-total ​ — ​ — ​ — ​ — ​ — ​ — ​ 11,319 ​ — ​ 11,319 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 Non-real estate loans receivable ​ 33,000 ​ — ​ — ​ — ​ — ​ — ​ — ​ 56,299 ​ 89,299 3 Non-real estate loans receivable ​ 63,704 ​ — ​ — ​ 5,131 ​ 10,800 ​ — ​ — ​ 9,550 ​ 89,185 4 Non-real estate loans receivable ​ 2,299 ​ — ​ — ​ 4,260 ​ — ​ — ​ 1,000 ​ 25,000 ​ 32,559 5 Non-real estate loans receivable ​ — ​ — ​ — ​ — ​ 24,548 ​ — ​ — ​ — ​ 24,548 6 Non-real estate loans receivable ​ 24,640 ​ 7,899 ​ — ​ — ​ 4,425 ​ — ​ 31,243 ​ 5,351 ​ 73,558 ​ Sub-total ​ 123,643 ​ 7,899 ​ — ​ 9,391 ​ 39,773 ​ — ​ 32,243 ​ 96,200 ​ 309,149 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 179,429 $ 108,055 $ 110,884 $ 21,145 $ 167,344 $ 11,280 $ 519,722 $ 346,700 $ 1,464,559 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year to date gross write-offs $ — $ ( 20,302 ) $ — $ — $ ( 4,463 ) $ — $ — $ — $ ( 24,765 ) ​ F-46 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Interest Receivable on Real Estate Loans and Non-real Estate Loans We have elected the practical expedient to exclude interest receivable from our allowance for credit losses. As of December 31, 2022 and 2021, we have excluded $ 8.2 million and $ 11.1 million, respectively, of contractual interest receivables and $ 5.7 million and $ 9.6 million, respectively, of effective yield interest receivables 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. For the years ended December 31, 2021 and 2020, we wrote-off interest receivables of $ 1.0 million (related to the Guardian mortgage loan, see Note 7 – Real Estate Loans Receivable) and $ 3.8 million (related to the Agemo Term Loan, see Note 8 – Non-real Estate Loans Receivable) through the provision for credit losses. This write-off is not reflected in the roll forward of the allowance for credit losses above. During the years ended December 31, 2022, 2021 and 2020, we recognized $ 17.2 million, $ 25.9 million and $ 22.7 million, respectively, of interest income related to loans on non-accrual status as of December 31, 2022. NOTE 10 – VARIABLE INTEREST ENTITIES We hold variable interests in several VIEs through our investing and financing activities, which are not consolidated, as we have concluded that we are not the primary beneficiary of these entities as we do not have the power to direct activities that most significantly impact the VIE’s economic performance and/or the variable interest we hold does not obligate us to absorb losses or provide us with the right to receive benefits from the VIE which could potentially be significant. Below is a summary of our assets, liabilities, collateral, and maximum exposure to loss associated with these unconsolidated VIEs as of December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ 2022 ​ 2021 ​ ​ ​ (in thousands) ​ Assets ​ ​ ​ ​ ​ ​ ​ Real estate assets – net ​ $ 982,721 ​ $ 1,144,851 ​ Assets held for sale ​ ​ — ​ ​ 191,016 ​ Real estate loans receivable – net ​ 270,500 ​ ​ 201,613 ​ Non-real estate loans receivable – net ​ 5,929 ​ ​ 29,155 ​ Contractual receivables – net ​ 114 ​ ​ 1,227 ​ Other receivables and lease inducements ​ — ​ ​ 22,795 ​ Other assets ​ ​ 1,499 ​ ​ — ​ Total assets ​ 1,260,763 ​ 1,590,657 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ Net in-place lease liability ​ ​ ( 280 ) ​ ​ ( 305 ) ​ Security deposit ​ ​ ( 4,828 ) ​ ​ ( 4,715 ) ​ Contingent liability ​ ​ ( 43,915 ) ​ ​ ( 43,915 ) ​ Other liabilities ​ ​ ( 1,499 ) ​ ​ — ​ Total liabilities ​ ( 50,522 ) ​ ( 48,935 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Collateral ​ ​ ​ Letters of credit ​ — ​ ​ — ​ Personal guarantee ​ ( 48,000 ) ​ ​ ( 48,000 ) ​ Other collateral (1) ​ ( 982,721 ) ​ ​ ( 1,335,867 ) ​ Total collateral ​ ( 1,030,721 ) ​ ​ ( 1,383,867 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum exposure to loss ​ $ 179,520 ​ $ 157,855 ​ (1) Amount excludes accounts receivable amounts that Omega has a security interest in as collateral under the two working capital loans with operators that are unconsolidated VIEs. The fair value of the accounts receivable available to Omega was $ 5.9 million and $ 29.2 million as of December 31, 2022 and December 31, 2021, respectively. F-47 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ In determining our maximum exposure to loss from these VIEs, we considered the underlying carrying 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 recognized with respect to these operators. The table below reflects our total revenues from the operators that are considered VIEs for the years ended December 31, 2022, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2022 ​ 2021 ​ ​ 2020 Revenue ​ ​ (in thousands) Rental income (1) ​ ​ ​ $ 53,158 ​ $ 120,381 ​ $ 30,055 Interest income ​ ​ ​ ​ 16,456 ​ ​ 15,336 ​ ​ 11,864 Total ​ ​ ​ $ 69,614 ​ $ 135,717 ​ $ 41,919 (1) The rental income for the year ended December 31, 2022, reflects the write-off of approximately $ 29.3 million of straight-line rent receivables and lease inducements related to Maplewood (see Note 5 – Contractual Receivables and Other Receivables and Lease Inducements). The rental income for the year ended December 31, 2020, reflects the write-off of approximately $ 75.3 million of contractual rent receivables, straight-line rent receivables and lease inducements related to Agemo (see Note 5 – Contractual Receivables and Other Receivables and Lease Inducements). Consolidated VIEs During the first quarter of 2022, we entered into a joint venture, which owns two ALFs, for a $ 3.2 million cash contribution, representing 52.4 % of the outstanding equity of the joint venture. We also sold an ALF to the joint venture for $ 7.7 million in net proceeds during the first quarter of 2022. The joint venture is a VIE, and we have concluded that we are the primary beneficiary of this VIE based on a combination of our ability to direct the activities that most significantly impact the joint venture’s economic performance and our rights to receive residual returns or the obligation to absorb losses arising from the joint venture. Accordingly, this joint venture has been consolidated. Omega is not required to make any additional capital contributions to the joint venture. As of December 31, 2022, this joint venture has $ 25.8 million of total assets and $ 19.8 million of total liabilities, which are included in our Consolidated Balance Sheets. As a result of consolidating the joint venture, in the first quarter of 2022, we recorded a $ 2.9 million noncontrolling interest to reflect the contributions of the minority interest holder of the joint venture. No gain or loss was recognized on the initial consolidation of the VIE or upon the sale of the ALF to the joint venture. In addition, as discussed in Note 3 – Real Estate Asset Acquisitions and Development, we consolidated the EATs that are classified as VIEs. See further discussion of EATs that are consolidated in Note 3 – Real Estate Asset Acquisitions and Development. ​ ​ F-48 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ​ NOTE 11 – INVESTMENTS IN JOINT VENTURES Unconsolidated Joint Ventures Omega owns an interest in a number of joint ventures which generally invest in the long-term healthcare industry. The following is a summary of our investments in unconsolidated joint ventures (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Amount ​ ​ Ownership ​ Initial Investment ​ ​ ​ ​ Facility ​ Facilities at ​ December 31, ​ December 31, Entity ​ % ​ Date ​ ​ Investment (1) ​ Type ​ 12/31/2022 ​ 2022 2021 Second Spring Healthcare Investments (2) ​ 15 % ​ 11/1/2016 ​ $ 50,032 ​ SNF ​ — ​ $ 10,975 $ 11,355 Second Spring II LLC (3) ​ 15 % ​ 3/10/2021 ​ ​ 10,330 ​ SNF ​ — ​ ​ — ​ 8 Lakeway Realty, L.L.C. (4) ​ 51 % ​ 5/17/2019 ​ ​ 73,834 ​ Specialty facility ​ 1 ​ ​ 70,151 ​ ​ 71,286 Cindat Joint Venture (5) ​ 49 % ​ 12/18/2019 ​ ​ 105,688 ​ ALF ​ 63 ​ ​ 97,382 ​ ​ 111,792 OMG Senior Housing, LLC ​ 50 % ​ 12/6/2019 ​ ​ — ​ Specialty facility ​ 1 ​ — ​ — OH CHS SNP, Inc. ​ 9 % ​ 12/20/2019 ​ ​ 1,013 ​ N/A ​ N/A ​ ​ 412 ​ ​ 246 ​ ​ ​ ​ ​ ​ $ 240,897 ​ ​ ​ ​ ​ $ 178,920 ​ $ 194,687 (1) Our investment includes our transaction costs, if any. (2) The Company made a loan of $ 17.6 million in April 2020 to the venture which is included in other investments. See Note 8 – Non-real Estate Loans Receivable. During the first quarter of 2021, this joint venture sold 16 SNFs to an unrelated third party for approximately $ 328 million in net proceeds and recognized a gain on sale of approximately $ 102.2 million ( $ 14.9 million of which represents the Company’s share of the gain). During the first quarter of 2021, this joint venture also sold five SNFs to Second Spring II LLC for approximately $ 70.8 million in net proceeds. 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 ( $ 5.9 million of which represents the Company’s share of the gain). (3) We acquired a 15 % interest in Second Spring II LLC for approximately $ 10.3 million. During the first quarter of 2021, this joint venture acquired five SNFs from Second Spring Healthcare Investments for approximately $ 70.8 million. During the second and third quarters of 2021, this joint venture sold five SNFs to an unrelated third party for approximately $ 65 million in net proceeds and recognized a loss on sale of approximately $ 0.4 million ( $ 0.1 million of which represents the Company’s share of the loss). (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 63 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. The following table reflects our income (loss) from unconsolidated joint ventures for the years ended December 31, 2022, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, Entity 2022 2021 2020 ​ (in thousands) Second Spring Healthcare Investments (1) $ 1,170 ​ $ 12,323 ​ $ 2,807 Second Spring II LLC ​ ( 2 ) ​ ​ ( 757 ) ​ ​ — Lakeway Realty, L.L.C. ​ 2,637 ​ 2,562 ​ 2,483 Cindat Joint Venture 3,910 ​ 2,478 ​ 1,812 OMG Senior Housing, LLC ( 508 ) ​ ( 417 ) ​ ( 497 ) OH CHS SNP, Inc. 54 ​ ( 127 ) ​ ( 462 ) Total $ 7,261 ​ $ 16,062 ​ $ 6,143 (1) The income from this unconsolidated joint venture for the year ended December 31, 2021 includes a $ 14.9 million gain on sale of real estate investments. F-49 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Asset Management Fees We receive asset management fees from certain joint ventures for services provided. For the years ended December 31, 2022, 2021 and 2020, we recognized approximately $ 0.7 million, $ 0.8 million and $ 1.2 million, respectively, of asset management fees. These fees are included in miscellaneous income in the accompanying Consolidated Statements of Operations. Other Equity Investments In the third quarter of 2021, we made an investment of $ 20.0 million in SafelyYou, Inc. (“SafelyYou”), a technology company that has developed artificial intelligence-enabled video that detects and helps prevent resident falls in ALFs and SNFs. Through our investment, we obtained preferred shares representing 5 % of the outstanding equity of SafelyYou and warrants to purchase SafelyYou common stock representing an additional 5 % of outstanding equity as of the date of our investment. SafelyYou has committed, for a specified period, to using the proceeds of our investment to install its technology in our facilities or other facilities of our operators. The vesting of the warrants is contingent upon SafelyYou’s attainment of certain installation targets in our facilities. To the extent these installation targets are not attained, the investment funds associated with the unvested warrants would be returned to Omega. The investment in the preferred shares and warrants are recorded within other assets on the Consolidated Balance Sheets. As of December 31, 2022, 10 % of the SafelyYou warrants have vested as a result of certain installation targets being met. NOTE 12 – GOODWILL AND OTHER INTANGIBLES The following is a summary of our goodwill: ​ ​ ​ ​ ​ (in thousands) Balance as of December 31, 2021 ​ $ 651,417 Foreign currency translation ​ ( 1,571 ) Sale of subsidiary (1) ​ ( 6,695 ) Balance as of December 31, 2022 ​ $ 643,151 (1) In the fourth quarter of 2022, we sold a senior living focused technology company acquired by Omega in 2020, for a 6 % equity investment in the acquiring entity that offers a suite of technology services to senior living facilities. In connection with the sale, we recognized a $ 1.2 million gain in other expense (income) – net. We included $ 6.7 million of goodwill in the net assets disposed in connection with the transaction. Our investment in the acquiring entity is included within other assets in the consolidated balance sheet as December 31, 2022. The following is a summary of our lease intangibles as of December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2022 ​ 2021 ​ ​ ​ (in thousands) ​ Assets: ​ ​ ​ ​ Above market leases ​ $ 5,929 ​ $ 5,929 ​ Accumulated amortization ​ ( 4,484 ) ( 4,313 ) ​ Net above market leases ​ $ 1,445 ​ $ 1,616 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Below market leases ​ $ 66,433 ​ $ 66,324 ​ Accumulated amortization ​ ( 44,595 ) ( 38,091 ) ​ Net below market leases ​ $ 21,838 ​ $ 28,233 ​ ​ 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. F-50 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ For the years ended December 31, 2022, 2021 and 2020, our net amortization related to intangibles was $ 5.7 million, $ 9.5 million and $ 14.2 million, respectively. The estimated net amortization related to these intangibles for the subsequent five years is as follows: 2023 – $ 3.4 million; 2024 – $ 3.2 million; 2025 – $ 3.2 million; 2026 – $ 2.7 million; 2027 – $ 2.4 million and $ 5.5 million thereafter. As of December 31, 2022, the weighted average remaining amortization period of above market lease assets is approximately ten years and of below market lease liabilities is approximately seven years . NOTE 13 - CONCENTRATION OF RISK As of December 31, 2022, our portfolio of real estate investments (including properties associated with mortgages, direct financing leases, assets held for sale and consolidated joint ventures) consisted of 926 healthcare facilities, located in 42 states and the U.K. and operated by 67 third-party operators. Our investment in these facilities, net of impairments and allowances, totaled approximately $ 9.5 billion at December 31, 2022, with approximately 97 % of our real estate investments related to long-term healthcare facilities. Our portfolio is made up of (i) 665 SNFs, 169 ALFs, 20 ILFs, 16 specialty facilities and two MOBs, (ii) fixed rate mortgages on 48 SNFs, two ALFs and two specialty facilities, and (iii) two facilities that are held for sale. At December 31, 2022, we also held other real estate loans (excluding mortgages) receivable of $ 394.6 million and non-real estate loans receivable of $ 225.3 million, consisting primarily of secured loans to third-party operators of our facilities, and $ 178.9 million of investments in six unconsolidated joint ventures. At December 31, 2022, we had investments with one operator/or manager that approximated or exceeded 10% of our total investments: Maplewood. At December 31, 2021, we had investments with two operators/or managers that approximated or exceeded 10% of our total investments: Maplewood and LaVie. Maplewood generated approximately 8.9 %, 7.9 % and 5.3 % of our total revenues (excluding the impact of write-offs) for the years ended December 31, 2022, 2021 and 2020, respectively. LaVie generated approximately 11.1 %, 9.5 % and 9.4 % of our total revenues (excluding the impact of write-offs) for the years ended December 31, 2022, 2021 and 2020, respectively. At December 31, 2022, the three states in which we had our highest concentration of investments were Florida ( 11.5 %), Texas ( 10.3 %) and Indiana ( 6.6 %). F-51 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 14 - BORROWING ARRANGEMENTS The following is a summary of our long-term borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest Rate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ as of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ December 31, ​ December 31, ​ Maturity 2022 ​ 2022 2021 ​ ​ ​ ​ (in thousands) Secured borrowings: ​ ​ ​ HUD mortgages (1)(2) ​ 2046 - 2052 ​ 3.01 % (3) ​ $ 344,708 ​ $ 359,806 2023 term loan (4) 2023 8.00 % ​ ​ 2,161 ​ ​ 2,275 2024 term loan (5) 2024 9.63 % ​ ​ 19,727 ​ ​ — Total secured borrowings ​ ​ ​ ​ ​ ​ ​ 366,596 ​ ​ 362,081 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unsecured borrowings: ​ ​ ​ Revolving credit facility (6)(7) 2025 5.58 % ​ 19,246 ​ — ​ ​ ​ ​ ​ ​ ​ ​ 19,246 ​ ​ — Senior notes and other unsecured borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 notes (6)(8) 2023 4.375 % ​ 350,000 ​ 350,000 2024 notes (6) 2024 4.950 % ​ 400,000 ​ 400,000 2025 notes (6) 2025 4.500 % ​ 400,000 ​ 400,000 2026 notes (6) 2026 5.250 % ​ 600,000 ​ 600,000 2027 notes (6) 2027 4.500 % ​ 700,000 ​ 700,000 2028 notes (6) 2028 4.750 % ​ 550,000 ​ 550,000 2029 notes (6) 2029 3.625 % ​ 500,000 ​ 500,000 2031 notes (6) ​ 2031 ​ 3.375 % ​ ​ 700,000 ​ ​ 700,000 2033 notes (6)(9) ​ 2033 ​ 3.250 % ​ ​ 700,000 ​ ​ 700,000 OP term loan (10)(11) 2025 5.83 % ​ 50,000 ​ 50,000 Deferred financing costs – net ​ ​ ​ ( 22,276 ) ​ ( 26,980 ) Discount – net ​ ​ ( 26,732 ) ​ ( 31,565 ) Total senior notes and other unsecured borrowings – net ​ ​ 4,900,992 ​ 4,891,455 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total unsecured borrowings – net ​ ​ 4,920,238 ​ 4,891,455 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total secured and unsecured borrowings – net (12)(13) ​ ​ $ 5,286,834 ​ $ 5,253,536 (1) Reflects the weighted average annual contractual interest rate on the mortgages at December 31, 2022. Secured by real estate assets with a net carrying value of $ 482.2 million as of December 31, 2022. (2) Wholly owned subsidiaries of Omega OP are the obligor on these borrowings. (3) Excludes fees of approximately 0.65 % for mortgage insurance premiums. (4) Borrowing is the debt of a consolidated joint venture. (5) Borrowing is the debt of the consolidated joint venture discussed in Note 10 – Variable Interest Entities which was formed in the first quarter of 2022. The borrowing is secured by two ALFs, which are owned by the joint venture. (6) Guaranteed by Omega OP. (7) As of December 31, 2022, borrowings under Omega’s $ 1.45 billion senior unsecured multicurrency revolving credit facility consisted of £ 16.0 million British Pounds Sterling (“GBP”). The applicable interest rate on the US Dollar tranche and on the GBP borrowings under the alternative currency tranche of the credit facility were 5.58 % and 4.75 % as of December 31, 2022, respectively. (8) In March 2021, we used a portion of the proceeds from the 2033 Senior Notes offering to fund the tender offer to redeem $ 350 million of the 4.375 % Senior Notes due 2023 . In connection with this transaction, we recorded approximately $ 30.6 million in related fees, premiums, and expenses for the year ended December 31, 2021, which were recorded as Loss on debt extinguishment in our Consolidated Statement of Operations. (9) In March 2021, we used the proceeds from this offering to pay down outstanding borrowings on the 2017 Revolving Credit Facility, repay the Sterling term loan, and fund the tender offer to purchase $ 350 million of the 4.375 % Senior Notes due 2023 and the payment of accrued interest and related fees, premiums and expenses. (10) Omega OP is the obligor on this borrowing. (11) The interest rate swaps, that were cash flow hedges of Omega OP’s $ 50.0 million senior unsecured term loan facility’s (the “OP term loan”) interest payments and that effectively fixed the interest rate at 3.29 % , matured on February 10, 2022 . (12) All borrowings are direct borrowings of Parent unless otherwise noted. (13) Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of December 31, 2022 and December 31, 2021, we were in compliance with all applicable covenants for our borrowings. F-52 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. On August 31, 2022, we paid approximately $ 7.9 million to retire one mortgage loan guaranteed by HUD that was assumed in 2019 and had a fixed interest rate of 2.92 % per annum with a maturity date in 2051 . The payoff included a $ 0.4 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, 2022, the Company has total escrow reserves of $ 27.7 million with the loan servicer that is reported within other assets on the Consolidated Balance Sheets. Unsecured Borrowings Revolving Credit Facility On April 30, 2021, Omega entered into a credit agreement (the “2021 Omega Credit Agreement”) providing us with a new $ 1.45 billion senior unsecured multicurrency revolving credit facility (the “Revolving Credit Facility”), replacing our previous $ 1.25 billion senior unsecured 2017 multicurrency revolving credit facility (the “2017 Revolving Credit Facility”). The 2021 Omega Credit Agreement contains an accordion feature permitting us, subject to compliance with customary conditions, to increase the maximum aggregate commitments thereunder to $ 2.5 billion, by requesting an increase in the aggregate commitments under the Revolving Credit Facility or by adding term loan tranches. The Revolving Credit Facility bears interest at LIBOR (or in the case of loans denominated in GBP, the Sterling overnight index average reference rate plus an adjustment of 0.1193 % per annum, and in the case of loans denominated in Euros, the Euro interbank offered rate, or EURIBOR) plus an applicable percentage (with a range of 95 to 185 basis points) based on our credit ratings. The Revolving Credit Facility matures on April 30, 2025 , subject to Omega’s option to extend such maturity date for two six-month periods. The Revolving Credit Facility may be drawn in Euros, GBP, Canadian Dollars (collectively, “Alternative Currencies”) or USD, with a $ 1.15 billion tranche available in USD and a $ 300 million tranche available in Alternative Currencies. For purposes of the Revolving Credit Facility, 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 2021 Omega Credit Agreement for amounts offered in any other non-LIBOR quoted currency, as applicable. The Revolving Credit Facility includes customary LIBOR replacement language, including, but not limited to, the use of rates for U.S. dollar-denominated borrowings based on the secured overnight financing rate (“SOFR”) recommended by the Alternative Reference Rates Committee, a steering committee comprised of U.S. financial market participants, as a replacement rate for LIBOR. SOFR is a broad measure of the cost of borrowing cash in the overnight U.S. Treasury repo market, and is administered by the Federal Reserve Bank of New York. We incurred $ 12.9 million of deferred costs in connection with the 2021 Omega Credit Agreement. F-53 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ OP Term Loan On April 30, 2021, Omega OP entered into a credit agreement (the “2021 Omega OP Credit Agreement”) providing it with a new $ 50 million senior unsecured term loan facility (the “OP Term Loan”). The OP Term Loan replaces the $ 50 million senior unsecured term loan obtained in 2017 (the “2017 OP Term Loan”) and the related credit agreement. The OP Term Loan bears interest at LIBOR plus an applicable percentage (with a range of 85 to 185 basis points) based on our credit ratings. The OP Term Loan includes customary LIBOR replacement language, including, but not limited to, the use of rates based on SOFR. The OP Term Loan matures on April 30, 2025 , subject to Omega OP’s option to extend such maturity date for two , six-month periods. We incurred $ 0.4 million of deferred costs in connection with the 2021 Omega OP Credit Agreement. 2017 Omega Credit Facilities On May 25, 2017, Omega entered into a credit agreement (the “2017 Omega Credit Agreement”) for 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 “2017 Revolving Credit Facility”), a $ 425 million senior unsecured U.S. Dollar term loan facility (the “U.S. Term Loan”), and a £ 100 million senior unsecured British Pound Sterling term loan facility (the “Sterling Term Loan” and, together with the 2017 Revolving Credit Facility and the U.S. Term Loan Facility, collectively, the “2017 Omega Credit Facilities”). The 2017 Revolving Credit Facility bore 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 U.S. Term Loan Facility and the Sterling Term Loan Facility bore 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. In 2020, we repaid the outstanding balance on our U.S. Term Loan and wrote-off $ 0.8 million of unamortized deferred costs to loss on debt extinguishment on our Consolidated Statements of Operations. In 2021, we repaid the outstanding balance on our 2017 Revolving Credit Facility and Sterling Term Loan using a portion of the proceeds from the 2033 Senior Notes offering and wrote-off $ 0.2 million of unamortized deferred costs relating to the Sterling Term Loan to loss on debt extinguishment on our Consolidated Statements of Operations. In April 2021, the 2017 Revolving Credit Facility was replaced by the Revolving Credit Facility. 2017 OP Term Loan 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 OP Term Loan”). The 2017 OP Term Loan bore 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. In April 2021, the 2017 OP Term loan was replaced by the OP Term Loan. 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. F-54 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. As discussed in Note 5 – Contractual Receivables and Other Receivables and Lease Inducements, to the extent that the operator of the facilities (Gulf Coast) failed to pay rent when due to us under our existing master lease, we had the right to offset the amounts owed to us against the amounts we owe to the lender under the notes. As of December 31, 2021, we offset $ 1.3 million of accrued interest and $ 20.0 million of principal under the Subordinated Debt against the uncollected receivables of Gulf Coast. Following the application of these offsets, Omega believes it has no further obligations under the Subordinated Debt. See Note 20 – Commitments and Contingencies for additional discussion regarding an ongoing lawsuit related to the Subordinated Debt. General 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, 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, 2022 and the aggregate due thereafter are set forth below: ​ ​ ​ ​ ​ ​ (in thousands) 2023 $ 359,898 2024 ​ 427,723 2025 ​ 477,462 2026 ​ 608,466 2027 ​ 708,725 Thereafter ​ 2,753,591 Total ​ $ 5,335,865 ​ NOTE 15 – DERIVATIVES AND HEDGING Cash Flow Hedges of Interest Rate Risk We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and floating-rate debt and manage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our fixed-rate payments. These interest rate swap agreements are used to hedge the variable cash flows associated with variable-rate debt. 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 3.80 % 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-55 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ On March 27, 2020 , we entered into five forward starting swaps totaling $ 400 million that are indexed to 3-month LIBOR. 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 weighted average fixed rate of approximately 0.8675 %. In March 2021, in conjunction with the issuance of $ 700 million aggregate principal amount of our 3.25 % Senior Notes due 2033 , we discontinued hedge accounting for these five forward starting swaps. 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). In addition to the forward swaps discussed above, we also assumed various interest rate swap contracts in connection with the MedEquities Merger on May 17, 2019. 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 converted $ 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. 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. On February 10, 2022, the two remaining interest rate swaps with aggregate notional amounts of $ 50.0 million matured. These interest rate swap contracts were designated as hedges against our exposure to changes in interest payment cash flow fluctuations in the variable interest rates on the OP Term Loan. The OP Term Loan is unhedged for the period after February 10, 2022 through its maturity on April 30, 2025 . Foreign Currency Forward Contracts and Debt Designated as Net Investment Hedges We use debt denominated in GBP and foreign currency forward contracts to hedge a portion of our net investments, including certain intercompany loans, in the U.K. against fluctuations in foreign exchange rates. GBP denominated borrowings under the Sterling term loan and the 2017 Revolving Credit Facility were previously used to hedge a portion of our investments in the U.K. against fluctuations in GBP against the USD. The GBP denominated borrowings under both debt instruments were deemed an effective hedge from issuance in May 2017 until the settlement of the Sterling term loan and the repayment of the GBP denominated borrowings under the 2017 Revolving Credit Facility in March 2021. Concurrent with the settlement of the GBP denominated debt, we entered into four foreign currency forwards with notional amounts totaling £ 174.0 million, that mature on March 8, 2024 , to hedge a portion of our net investments in the U.K., including an intercompany loan and an investment in our U.K. joint venture, effectively replacing the terminated net investment hedge. On May 17, 2022, we entered into two new foreign currency forward contracts with notional amounts totaling £ 76.0 million and a GBP-USD forward rate of 1.3071 , each of which mature on May 21, 2029 . These currency forward contracts hedge a portion of our net investments in U.K. subsidiaries, including an intercompany loan. The location and the fair value of derivative instruments designated as hedges, at the respective balance sheet dates, were as follows: ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Cash flow hedges: (in thousands) Other assets $ 92,990 ​ $ 32,849 Accrued expenses and other liabilities $ — ​ $ 96 ​ ​ ​ ​ ​ ​ Net investment hedges: ​ ​ ​ ​ ​ Other assets $ 34,977 ​ $ 6,754 ​ F-56 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ The fair value of the interest rate swaps and foreign currency forwards is derived from observable market data such as yield curves and foreign exchange rates and represents a Level 2 measurement on the fair value hierarchy. NOTE 16 - 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, 2022 and 2021, the net carrying amounts and fair values of other financial instruments were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ December 31, 2021 ​ Carrying Fair Carrying Fair ​ Amount Value Amount Value ​ ​ (in thousands) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments in direct financing leases – net ​ $ 8,503 ​ $ 8,503 $ 10,873 ​ $ 10,873 Real estate loans receivable – net ​ 1,042,731 ​ ​ 1,080,890 ​ ​ 1,180,786 ​ ​ 1,220,888 Non-real estate loans receivable – net ​ 225,281 ​ ​ 228,498 ​ ​ 124,184 ​ ​ 125,491 Total ​ $ 1,276,515 ​ $ 1,317,891 ​ $ 1,315,843 ​ $ 1,357,252 Liabilities: ​ ​ ​ ​ Revolving credit facility ​ $ 19,246 ​ $ 19,246 $ — ​ $ — 2023 term loan ​ ​ 2,161 ​ ​ 2,275 ​ ​ 2,275 ​ ​ 2,275 2024 term loan ​ 19,727 ​ ​ 19,750 ​ ​ — ​ ​ — OP term loan ​ 49,762 ​ ​ 50,000 ​ ​ 49,661 ​ ​ 50,000 4.375 % notes due 2023 – net ​ 349,669 ​ ​ 347,998 ​ ​ 349,100 ​ ​ 365,243 4.95 % notes due 2024 – net ​ 398,736 ​ ​ 394,256 ​ ​ 397,725 ​ ​ 427,184 4.50 % notes due 2025 – net ​ 398,446 ​ ​ 388,920 ​ ​ 397,685 ​ ​ 427,440 5.25 % notes due 2026 – net ​ 597,848 ​ ​ 589,104 ​ ​ 597,142 ​ ​ 667,524 4.50 % notes due 2027 – net ​ 693,837 ​ ​ 657,468 ​ ​ 692,374 ​ ​ 766,003 4.75 % notes due 2028 – net ​ 544,916 ​ ​ 507,425 ​ ​ 543,908 ​ ​ 607,249 3.625 % notes due 2029 – net ​ ​ 491,890 ​ ​ 411,090 ​ ​ 490,681 ​ ​ 519,430 3.375 % notes due 2031 – net ​ ​ 685,382 ​ ​ 540,386 ​ ​ 683,592 ​ ​ 705,810 3.25 % notes due 2033 – net ​ ​ 690,506 ​ ​ 507,976 ​ ​ 689,587 ​ ​ 683,151 HUD mortgages – net ​ ​ 344,708 ​ ​ 266,161 ​ ​ 359,806 ​ ​ 394,284 Total ​ $ 5,286,834 ​ $ 4,702,055 ​ $ 5,253,536 ​ $ 5,615,593 ​ 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. ​ ● Real estate loans receivable: The fair value of the real estate loans 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). ● Non-real estate loans receivable: Non-real estate loans receivable 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). F-57 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ ● Revolving credit facility, OP term loan, 2023 term loan and 2024 term loan: The carrying amount of these approximate fair value because the borrowings are interest rate adjusted. Differences between carrying value and the fair value in the table above are due to the inclusion of deferred financing costs in the carrying value. ● Senior notes: The fair value of the senior unsecured notes payable was estimated based on (Level 1) publicly available trading prices. ● 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 17 – 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 2022, 2021 and 2020, we distributed dividends in excess of our taxable income. We currently own stock in certain subsidiary REITs. These subsidiary entities are required to individually satisfy all of the rules for qualification as a REIT. If we fail to meet the requirements for qualification as a REIT for any of the subsidiary REITs, it may cause the Parent REIT to fail the requirements for qualification as a REIT also. 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 and may be subject to current-year income inclusion relating to ownership of a controlled foreign corporation for U.S. income tax purposes. As of December 31, 2022, 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 $ 10.2 million. Our NOL carry-forward was fully reserved as of December 31, 2022, with a valuation allowance due to uncertainties regarding realization. Under current law, NOL carry-forwards generated up through December 31, 2017 may be carried forward for no more than 20 years, and NOL carry-forwards generated in taxable years ended after December 31, 2017, may be carried forward indefinitely. 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. As discussed in Note 3 – Real Estate Asset Acquisitions and Development, in connection with the acquisition of one U.K. entity in the first quarter of 2022, we acquired foreign net operating losses of $ 55.0 million resulting in a NOL deferred tax asset of $ 13.4 million. The NOLs have no expiration date and may be available to offset future taxable income. We believe these foreign NOLs are realizable under a “more likely than not” measurement and have not recorded a valuation allowance against the deferred tax asset. F-58 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ The following is a summary of our provision for income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 ​ 2020 ​ ​ (in millions) Provision for federal, state and local income taxes (1) ​ $ 1.2 ​ $ 1.4 ​ $ 1.3 Provision for foreign income taxes (2) ​ ​ 3.4 ​ ​ 2.4 ​ ​ 3.6 Total provision for income taxes (3) ​ $ 4.6 ​ $ 3.8 ​ $ 4.9 (1) For the years ended December 31, 2022, 2021 and 2020, income before income tax expense and income from unconsolidated joint ventures from domestic operations was $ 418.5 million, $ 403.9 million and $ 151.5 million, respectively. (2) For the years ended December 31, 2022, 2021 and 2020, income before income tax expense and income from unconsolidated joint ventures from foreign operations was $ 17.6 million, $ 12.2 million and $ 10.8 million, respectively. (3) The above amounts do not include gross income receipts or franchise taxes payable to certain states and municipalities. The following is a summary of deferred tax assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 ​ ​ (in thousands) U.S. Federal net operating loss carryforward ​ $ 2,138 ​ $ 2,221 Valuation allowance on deferred tax asset ​ ( 2,138 ) ​ ( 2,221 ) Foreign net operating loss carryforward ​ ​ 11,268 ​ ​ — Foreign deferred tax liability (1) ​ ( 5,373 ) ​ ( 8,200 ) Net deferred tax asset (liability) ​ $ 5,895 ​ $ ( 8,200 ) (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 18 – STOCKHOLDERS’ EQUITY 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. Omega did no t repurchase any of its outstanding common stock under this announced program during 2020 or 2021. On January 27, 2022, the Company authorized the repurchase of up to $ 500 million of our outstanding common stock from time to time through March 2025. The Company is authorized to repurchase shares of its common stock in open market and privately negotiated transactions or in any other manner as determined by the Company’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. The Company has no obligation to repurchase any amount of its common stock, and such repurchases, if any, may be discontinued at any time. Under Maryland law, shares repurchased become authorized but unissued shares. The Company reduced the common stock at par value and to the extent the cost acquired exceeds par value, it is recorded through additional paid-in capital on our Consolidated Balance Sheets and Consolidated Statements of Equity. During the year ended December 31, 2022, the Company repurchased 5.2 million shares of our outstanding common stock at an average price of $ 27.32 per share, for a total repurchase cost of $ 142.3 million. The average price per share and repurchase cost includes the cost of commissions. F-59 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ At-The-Market Offering Program On September 3, 2015, we entered into separate Equity Distribution Agreements with several financial institutions to sell $ 500 million of shares of our common stock from time to time through an “at-the-market” (“ATM”) offering program (the “2015 ATM Program”). Sales of the shares, if any, were 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 paid 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. During the second quarter of 2021, we terminated the 2015 ATM Program and entered into a new ATM Equity Offering Sales Agreement pursuant to which shares of common stock having an aggregate gross sales price of up to $ 1.0 billion (the “2021 ATM Program”) may be sold from time to time (i) by Omega through several financial institutions acting as a sales agent or directly to the financial institutions as principals, or (ii) by several financial institutions acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement. Under the 2021 ATM Program, compensation for sales of the shares will not exceed 2 % of the gross sales price per share for shares sold through each financial institution. The use of forward sales under the 2021 ATM Program generally allows Omega to lock in a price on the sale of shares of common stock when sold by the forward sellers but defer receiving the net proceeds from such sales until the shares of our common stock are issued at settlement on a later date. We did not utilize the forward provisions under the 2021 ATM Program during 2021 or 2022. The following is a summary of the shares issued under the 2021 and 2015 ATM Programs for each of the years ended December 31, 2020, 2021, and 2022 (in millions except average price per share): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average Net Price ​ ​ ​ ​ ​ ​ Period Ended Shares issued Per Share (1) Gross Proceeds Commissions Net Proceeds December 31, 2020 4.2 $ 36.16 $ 155.1 $ 2.5 $ 152.6 December 31, 2021 4.2 ​ 36.53 ​ 155.1 ​ 3.4 ​ 151.7 December 31, 2022 — ​ — ​ — ​ — ​ — (1) Represents the average price per share after commissions. 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, 2020, 2021, and 2022 (in millions): ​ ​ ​ ​ ​ ​ Period Ended Shares issued ​ Gross Proceeds December 31, 2020 0.1 ​ $ 3.7 December 31, 2021 3.4 ​ ​ 126.7 December 31, 2022 0.3 ​ ​ 9.2 ​ Dividends The Board of Directors has declared common stock dividends as set forth below: ​ ​ ​ ​ ​ ​ ​ Record ​ Payment ​ Dividend per Date Date Common Share February 7, 2022 ​ February 15, 2022 ​ $ 0.67 May 2, 2022 ​ May 13, 2022 ​ ​ 0.67 August 1, 2022 ​ August 15, 2022 ​ ​ 0.67 November 1, 2022 ​ November 15, 2022 ​ ​ 0.67 February 6, 2023 ​ February 15, 2023 ​ ​ 0.67 ​ F-60 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 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 2022 2021 2020 Ordinary income ​ $ 1.264 ​ $ 1.987 ​ $ 1.961 Return of capital ​ 0.095 ​ 0.117 ​ 0.654 Capital gains ​ 1.321 ​ 0.576 ​ 0.065 Total dividends paid ​ $ 2.680 ​ $ 2.680 ​ $ 2.680 ​ Pursuant to Treasury Regulation Section 1.1061-6(c), Omega Healthcare Investors Inc. is disclosing the following information to its shareholders. “One Year Amounts Disclosure” is zero percent of the capital gain distributions allocated to each shareholder and “Three Year Amounts Disclosure” is zero percent of the capital gain distributions allocated to each shareholder. All capital gain distributions reported are related to Section 1231 gain. For additional information regarding dividends, see Note 17 – Taxes. Accumulated Other Comprehensive Income (Loss) The following is a summary of our accumulated other comprehensive income (loss), net of tax where applicable: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of and for the ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ ​ (in thousands) Foreign Currency Translation: ​ ​ ​ ​ Beginning balance ​ $ ( 24,012 ) ​ $ ( 18,427 ) ​ $ ( 35,100 ) Translation (loss) gain ​ ( 59,622 ) ​ ( 6,302 ) ​ 16,595 Realized (loss) gain ​ ( 1,370 ) ​ 717 ​ 78 Ending balance ​ ( 85,004 ) ​ ( 24,012 ) ​ ( 18,427 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative Instruments: ​ ​ ​ Cash flow hedges: ​ ​ ​ Beginning balance ​ 30,407 ​ 17,718 ​ ( 2,369 ) Unrealized gain ​ 51,761 ​ 9,788 ​ 34,712 Realized gain (loss) (1) ​ 4,188 ​ 2,901 ​ ( 14,625 ) Ending balance ​ 86,356 ​ 30,407 ​ 17,718 Net investment hedges: ​ ​ ​ Beginning balance ​ ( 9,588 ) ​ ( 13,331 ) ​ ( 4,420 ) Unrealized gain (loss) ​ 28,222 ​ 3,743 ​ ( 8,911 ) Ending balance ​ 18,634 ​ ( 9,588 ) ​ ( 13,331 ) Total accumulated other comprehensive income (loss) before noncontrolling interest ​ 19,986 ​ ( 3,193 ) ​ ( 14,040 ) Add: portion included in noncontrolling interest ​ 339 ​ 993 ​ 1,272 Total accumulated other comprehensive income (loss) for Omega ​ $ 20,325 ​ $ ( 2,200 ) ​ $ ( 12,768 ) (1) Expenses related to our effective cash flow hedges are recorded within interest expense. As noted in Note 15 – Derivatives and Hedging, we terminated $ 250.0 million of notional value interest rate swaps in October 2020 and reclassified the remaining balance in AOCI to loss on debt extinguishment on the Consolidated Statements of Operations. ​ F-61 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 19 – STOCK-BASED COMPENSATION At December 31, 2022, we maintained several stock-based compensation plans as described below. For the years ended December 31, 2022, 2021 and 2020, we recognized stock-based compensation of $ 27.3 million, $ 21.4 million and $ 18.8 million, respectively, related to these plans. 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 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. 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 REITs 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, ​ 2022 2021 ​ 2020 Closing price on date of grant ​ $ 29.59 ​ ​ $ 36.32 ​ ​ $ 42.35 ​ Dividend yield ​ 9.06 % ​ ​ 7.38 % ​ ​ 6.33 % Risk free interest rate at time of grant ​ 0.98 % ​ ​ 0.18 % ​ ​ 1.65 % Expected volatility ​ 38.74 % ​ ​ 42.55 % ​ ​ 21.77 % ​ F-62 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ The following table summarizes the activity in restricted stock, RSUs, PRSUs, and PIUs for the years ended December 31, 2020, 2021 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 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 ( 184,480 ) ​ 29.28 ​ ( 658,052 ) ​ 14.85 ​ Non-vested at December 31, 2020 270,678 ​ ​ 37.78 ​ 2,897,496 ​ ​ 14.24 ​ Granted during 2021 210,429 ​ 36.52 ​ 1,232,178 ​ 18.76 ​ $ 30.80 Cancelled during 2021 ( 14,157 ) ​ 36.58 ​ ( 188,128 ) ​ 18.01 ​ Forfeited during 2021 ​ — ​ ​ — ​ ( 746,357 ) ​ ​ 14.83 ​ ​ ​ Vested during 2021 ( 148,538 ) ​ 34.30 ​ ( 973,142 ) ​ 10.33 ​ Non-vested at December 31, 2021 318,412 ​ ​ 38.62 ​ 2,222,047 ​ ​ 17.94 ​ Granted during 2022 256,818 ​ 29.40 ​ 1,620,330 ​ 14.73 ​ $ 31.40 Cancelled during 2022 ( 2,000 ) ​ 29.59 ​ ( 5,232 ) ​ 11.90 ​ Forfeited during 2022 — ​ — ​ ( 621,199 ) ​ 13.68 ​ Vested during 2022 (2) ( 165,206 ) ​ 40.91 ​ — ​ — ​ Non-vested at December 31, 2022 408,024 ​ $ 31.93 ​ 3,215,946 ​ $ 17.16 ​ (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 . As of December 31, 2022, unrecognized compensation costs related to unvested awards to employees is as follows: ● $ 5.4 million on RSUs and PIUs expected to be recognized over a weighted average period of approximately 34 months . ● $ 0.7 million on RSUs and PIUs expected to be recognized over a weighted average period of approximately 12 months . ● $ 14.0 million on TSR PRSUs and PIUs expected to be recognized over a weighted average period of approximately 45 months . ● $ 17.1 million on Relative TSR PRSUs and PIUs expected to be recognized over a weighted average period of approximately 45 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, 2022 and 2021, the Company had 646,871 and 630,623 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, 2022, 2021 and 2020, was $ 1.1 million, $ 4.6 million and $ 4.7 million, respectively. F-63 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 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 RSUs, 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, 2022, approximately 1.6 million shares of common stock were reserved for issuance to our employees, directors and consultants under our stock incentive plans. ​ NOTE 20 – COMMITMENTS AND CONTINGENCIES Litigation Shareholder 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 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. On September 28, 2021, the Court issued an order denying the motion to dismiss insofar as it requested dismissal of the entire action on grounds of loss causation, and granting it insofar as it sought dismissal of any claims arising out of defendants’ statements in February 2017. Following a mediation, the plaintiffs and defendants reached an agreement in principle on a settlement of the Securities Class Action and thereafter executed a stipulation of settlement dated December 9, 2022 (“Settlement”), subject to the approval of the District Court. On December 27, 2022, the District Court granted preliminary approval of the settlement, and scheduled a hearing for April 25, 2023 on final approval of the Settlement. Pursuant to the preliminary approval order, and subject to final approval by the District Court, the Settlement payment of $ 30.75 million has been transmitted to an escrow account by the Company’s directors and officers insurers. The Settlement does not include any admission of wrongdoing or liability on the part of the Company or the individual defendants, and upon final approval by the Court, provides for a dismissal of, and a release of all claims against the defendants by a class of persons and/or entities who purchased or otherwise acquired Company securities from February 8, 2017 through October 31, 2017. The Company recorded a $ 31 million legal reserve related to the Securities Class Action in the third quarter of 2022, which is included within accrued expenses and other liabilities on the Consolidated Balance Sheets. As the Settlement proceeds are to be paid by insurance, the Company concurrently recorded a receivable for $ 31 million within other assets on the Consolidated Balance Sheet, and consequently there is no impact to the Consolidated Statements of Operations related to this matter. 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. F-64 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ In 2018, Stourbridge Investments LLC, a purported stockholder of the Company, filed a derivative action purportedly on behalf of the Company in the U.S. 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 judgment 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 of Directors 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 judgment or a voluntary dismissal with prejudice in the Securities Class Action. Other Gulf Coast Subordinated Debt In August 2021, we filed suit in the Circuit Court for Baltimore County (the “Court”) against the holders of certain Subordinated Debt (the “Debt Holders”) associated with our Gulf Coast master lease agreement, following an assertion by the holders that our prior exercise of offset rights in connection with Gulf Coast’s non-payment of rent had resulted in defaults under the terms of the Subordinated Debt. The suit seeks a declaratory judgment to, among other items, declare that the aggregate amount of unpaid rent due from Gulf Coast under the master lease agreement exceeds all amounts which otherwise would be due and owing by an indirect subsidiary of Omega (“Omega Obligor”) under the Subordinated Debt, and that all principal and interest due and owing under the Subordinated Debt may be (and was) offset in full as of December 31, 2021. In October 2021, the defendants in the case filed a motion to dismiss for lack of personal jurisdiction. On November 3, 2022, the Court granted the noteholders’ motion to dismiss for lack of personal jurisdiction, and Omega filed a timely appeal of the ruling. While Omega believes Omega Obligor is entitled to the enforcement of the offset rights sought in the action, Omega cannot predict the outcome of the declaratory judgment action, irrespective of whether (a) it is ultimately litigated in the Court if Omega Obligor prevails in its appeal or (b) if the order granting the motion to dismiss for lack of personal jurisdiction is affirmed. On or about January 19, 2023, the Debt Holders served a lawsuit against the Omega Obligor in the Superior Court of the State of Delaware, asserting claims for (i) breach of the instruments evidencing the Subordinated Debt, (ii) declaratory judgment, and (iii) unjust enrichment, all claims that are factually based on the claims that are the subject of Omega Obligor’s suit in the Court and that are now on appeal. On February 8, 2023, Omega Obligor filed a motion to dismiss or, in the alternative, to stay this action pending the outcome of the above referenced lawsuit in Maryland. The motion is presently pending before the Delaware state court. Omega believes that the claims are baseless and is evaluating procedural and substantive legal options in connection with this recently filed suit. F-65 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ Lakeway Realty, L.L.C. 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 (the “Potential Claims”). As a result of the acquisition of MedEquities, the Company owns a 51 % interest in an unconsolidated limited liability company that owns Lakeway Hospital, 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, among other items, 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. On September 29, 2020, the DOJ 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, and we understand that the settlement did not fully resolve the investigation referenced in the CID. As of November 7, 2022, Lakeway Realty, L.L.C., one of its members, MRT of Lakeway TX-ACH, LLC, and Omega (together, “Defendants”), the U.S., the State of Texas and certain named relators entered into a settlement agreement pursuant to which Defendants were released from the Potential Claims from March 2, 2015 through August 31, 2016, in exchange for Omega’s agreement to pay approximately $ 3.1 million. Defendants admitted no liability associated with the Potential Claims. In the second quarter of 2022, the Company recorded a $ 3.0 million legal reserve related to this matter, which is included in other (expense) income – net on the Consolidated Statements of Operations. The settlement was paid in the fourth quarter of 2022 and Omega has no remaining legal reserves related to this matter as of December 31, 2022. In addition to the matters above, 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, 2022, our maximum funding commitment under these indemnification agreements was approximately $ 5.1 million. Claims under these indemnification agreements generally 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. F-66 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ 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, 2022, are outlined in the table below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Construction and capital expenditure mortgage loan commitments $ 7,269 ​ ​ Lessor construction and capital commitments under lease agreements (1) ​ 203,655 ​ ​ Non-real estate loan commitments (2) ​ 71,353 ​ ​ Total remaining commitments (3) ​ $ 282,277 ​ ​ (1) Includes $ 93.3 million related to our $ 177.7 million commitment relating to the redevelopment of the real estate property located in Washington, D.C. discussed in Note 3 – Real Estate Asset Acquisitions and Development. (2) This amount includes $ 57.0 million related to the $ 90.0 million short-term revolving line of credit discussed in Note 8 – Non-real Estate Loans Receivable. (3) Includes finance costs . ​ NOTE 21 – 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, 2022, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ (in thousands) Reconciliation of cash and cash equivalents and restricted cash: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 297,103 $ 20,534 $ 163,535 Restricted cash ​ 3,541 ​ 3,877 ​ 4,023 Cash, cash equivalents and restricted cash at end of year ​ $ 300,644 ​ $ 24,411 ​ $ 167,558 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental information: ​ ​ ​ Interest paid during the year, net of amounts capitalized ​ $ 220,748 ​ $ 214,406 ​ $ 216,206 Taxes paid during the year ​ $ 5,793 ​ $ 6,288 ​ $ 6,974 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non cash investing activities ​ ​ ​ Non-cash acquisition of business ​ $ — ​ $ — ​ $ ( 1,826 ) Non-cash acquisition of real estate ​ $ ( 9,818 ) ​ $ ( 58,595 ) ​ $ — Non-cash proceeds from sale of real estate investments ​ $ — ​ $ — ​ $ 83,910 Non-cash proceeds from sale of business ​ $ 7,532 ​ $ — ​ $ — Non-cash placement of loan principal ​ $ — ​ $ ( 7,000 ) ​ $ ( 208,075 ) Non-cash collection of loan principal ​ $ — ​ $ 65,595 ​ $ 68,025 Non-cash investment in other investments ​ $ ( 7,532 ) ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non cash financing activities ​ ​ ​ ​ ​ ​ Non-cash (repayment) borrowing of other long-term borrowings ​ $ — ​ $ ( 20,000 ) ​ $ 6,459 Non-cash contribution from noncontrolling member in consolidated joint venture ​ $ 2,903 ​ $ — ​ $ — Change in fair value of cash flow hedges ​ $ 88,460 ​ $ 23,457 ​ $ 19,788 Remeasurement of debt denominated in a foreign currency ​ $ ( 4,077 ) ​ $ 3,010 ​ $ 8,911 ​ ​ ​ F-67 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – Continued ​ NOTE 22 - EARNINGS PER SHARE The following tables set forth the computation of basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 ​ (in thousands, except per share amounts) Numerator: ​ ​ ​ Net income $ 438,841 ​ $ 428,302 ​ $ 163,545 Deduct: net income attributable to noncontrolling interests ( 11,914 ) ​ ( 11,563 ) ​ ( 4,218 ) Net income available to common stockholders $ 426,927 ​ $ 416,739 ​ $ 159,327 Denominator: ​ ​ Denominator for basic earnings per share 236,256 ​ 236,933 ​ 227,741 Effect of dilutive securities: ​ ​ Common stock equivalents 1,198 ​ 785 ​ 1,239 Noncontrolling interest – Omega OP Units 6,836 ​ 6,620 ​ 6,124 Denominator for diluted earnings per share 244,290 ​ 244,338 ​ 235,104 ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share – basic: ​ ​ Net income available to common stockholders $ 1.81 ​ $ 1.76 ​ $ 0.70 Earnings per share – diluted: ​ ​ Net income $ 1.80 ​ $ 1.75 ​ $ 0.70 ​ ​ ​ ​ ​ ​ F-68 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. ​ SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands) December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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) ​ (8) ​ Buildings and ​ ​ ​ ​ Accumulated ​ Date of ​ Date ​ Income Statements Description (1) Encumbrances Land Improvements Improvements Cost Other Land Improvements Total Depreciation Construction Acquired is Computed Alabama (SNF) ​ $ 1,817 ​ $ 33,356 ​ $ 12,916 ​ $ — ​ $ — ​ $ 1,817 ​ $ 46,272 ​ $ 48,089 ​ $ ( 40,830 ) 1960 - 1982 1992 - 1997 31 years - 33 years Arizona (ALF, ILF, SNF) ​ 11,502 ​ 121,240 ​ 3,653 ​ — ​ — ​ 11,502 ​ 124,893 ​ 136,395 ​ ( 31,171 ) 1949 - 1999 2005 - 2021 25 years - 40 years Arkansas (ALF, SNF) 2,893 ​ 59,094 ​ 8,517 ​ — ​ ( 36 ) ​ 2,893 ​ 67,575 ​ 70,468 ​ ( 43,108 ) 1967 - 1988 1992 - 2014 25 years - 31 years California (ALF, SH, SNF) ​ 81,970 ​ 464,633 ​ 7,925 ​ — ​ ( 479 ) ​ 81,970 ​ 472,079 ​ 554,049 ​ ( 141,641 ) 1938 - 2013 1997 - 2021 5 years - 35 years Colorado (ILF, SNF) ​ 11,279 ​ 88,830 ​ 7,790 ​ — ​ — ​ 11,279 ​ 96,620 ​ 107,899 ​ ( 50,881 ) 1925 - 1975 1998 - 2016 20 years - 39 years Connecticut (ALF) ​ 25,063 ​ 252,417 ​ 7,116 ​ 1,320 ​ — ​ 25,063 ​ 260,853 ​ 285,916 ​ ( 65,116 ) 1968 - 2019 2010 - 2017 30 years - 33 years Florida (ALF, ILF, SNF) (2) 122,046 ​ 1,017,770 ​ 20,143 ​ — ​ ( 55,540 ) ​ 121,106 ​ 983,313 ​ 1,104,419 ​ ( 265,779 ) 1942 - 2018 1993 - 2021 2 years - 39 years Georgia (ALF, SNF) ​ 3,740 ​ 47,689 ​ 768 ​ — ​ — ​ 3,740 ​ 48,457 ​ 52,197 ​ ( 16,072 ) 1967 - 1997 1998 - 2016 30 years - 40 years Idaho (SNF) ​ 5,735 ​ 47,530 ​ 1,514 ​ — ​ ( 542 ) ​ 5,193 ​ 49,044 ​ 54,237 ​ ( 21,697 ) 1920 - 2008 ​ 1997 - 2014 ​ 25 years - 39 years Illinois (ALF) ​ 1,830 ​ 13,967 ​ 1,536 ​ — ​ — ​ 1,830 ​ 15,503 ​ 17,333 ​ ( 1,429 ) 1999 ​ 2021 ​ 25 years Indiana (ALF, ILF, IRF, MOB, SH, SNF) ​ 48,429 ​ 585,487 ​ 11,739 ​ — ​ ( 7,380 ) ​ 48,408 ​ 589,867 ​ 638,275 ​ ( 198,490 ) 1942 - 2015 1992 - 2020 20 years - 40 years Iowa (ALF, SNF) ​ 2,343 ​ 59,310 ​ — ​ — ​ — ​ 2,343 ​ 59,310 ​ 61,653 ​ ( 20,796 ) 1961 - 1998 2010 - 2014 23 years - 33 years Kansas (SNF) ​ 4,092 ​ 38,693 ​ 14,219 ​ — ​ — ​ 4,092 ​ 52,912 ​ 57,004 ​ ( 24,740 ) 1957 - 1977 2005 - 2011 25 years Kentucky (ALF, SNF) ​ 15,556 ​ 130,819 ​ 7,517 ​ — ​ — ​ 15,556 ​ 138,336 ​ 153,892 ​ ( 53,921 ) 1964 - 2002 1999 - 2016 20 years - 33 years Louisiana (ALF, SNF) (2) 6,577 ​ 93,709 ​ 4,877 ​ 448 ​ ( 4,690 ) ​ 6,577 ​ 94,344 ​ 100,921 ​ ( 31,207 ) 1957 - 2020 1997 - 2019 22 years - 39 years Maryland (SNF) ​ 15,144 ​ 111,651 ​ 4,985 ​ — ​ — ​ 15,144 ​ 116,636 ​ 131,780 ​ ( 36,628 ) 1921 - 1985 2008 - 2022 25 years - 30 years Massachusetts (ALF, SNF) ​ 23,621 ​ 143,172 ​ 20,052 ​ — ​ ( 693 ) ​ 23,621 ​ 162,531 ​ 186,152 ​ ( 63,139 ) 1964 - 2017 1997 - 2014 20 years - 33 years Michigan (SNF) ​ 380 ​ 16,120 ​ — ​ — ​ — ​ 380 ​ 16,120 ​ 16,500 ​ ( 7,835 ) 1964 - 1973 2011 25 years Minnesota (ALF, ILF, SNF) ​ 10,502 ​ 52,585 ​ 5,972 ​ — ​ — ​ 10,502 ​ 58,557 ​ 69,059 ​ ( 20,777 ) 1966 - 1983 2014 33 years Mississippi (SNF) (2) 8,803 ​ 191,448 ​ 827 ​ — ​ — ​ 8,803 ​ 192,275 ​ 201,078 ​ ( 43,425 ) 1965 - 2008 2009 - 2019 20 years - 30 years Missouri (SNF) ​ 4,584 ​ 86,316 ​ 13,910 ​ — ​ ( 23,425 ) ​ 4,424 ​ 76,961 ​ 81,385 ​ ( 22,560 ) 1955 - 1994 1999 - 2019 25 years - 33 years Montana (SNF) ​ 1,319 ​ 11,698 ​ 432 ​ — ​ — ​ 1,319 ​ 12,130 ​ 13,449 ​ ( 3,594 ) 1963 - 1971 2005 33 years Nebraska (SNF) ​ ​ 750 ​ ​ 14,892 ​ ​ — ​ ​ — ​ ​ — ​ ​ 750 ​ ​ 14,892 ​ ​ 15,642 ​ ​ ( 5,534 ) ​ 1966 - 1969 ​ 2012 - 2015 ​ 20 years - 33 years Nevada (BHS, SH, SNF) ​ 8,811 ​ 92,797 ​ 8,350 ​ — ​ — ​ 8,811 ​ 101,147 ​ 109,958 ​ ( 33,334 ) 1972 - 2012 2009 - 2017 25 years - 33 years New Hampshire (ALF, SNF) ​ 1,782 ​ 19,837 ​ 1,463 ​ — ​ — ​ 1,782 ​ 21,300 ​ 23,082 ​ ( 11,907 ) 1963 - 1999 1998 - 2006 33 years - 39 years New Jersey (ALF) ​ 12,953 ​ 58,199 ​ 1,576 ​ 1,559 ​ — ​ 12,953 ​ 61,334 ​ 74,287 ​ ( 4,346 ) 1999 - 2021 ​ 2019 - 2021 ​ 25 years New Mexico (SNF) ​ ​ 6,008 ​ ​ 45,285 ​ ​ 1,318 ​ ​ — ​ ​ — ​ ​ 6,008 ​ ​ 46,603 ​ ​ 52,611 ​ ​ ( 13,530 ) ​ 1960 - 1985 2005 33 years New York (ALF) ​ ​ 118,606 ​ ​ 176,921 ​ ​ 1,841 ​ ​ 40,543 ​ ​ — ​ ​ 118,606 ​ ​ 219,305 ​ ​ 337,911 ​ ​ ( 22,665 ) ​ 2020 ​ 2015 ​ 25 years North Carolina (ALF, SNF) (2) ​ 30,935 ​ ​ 367,008 ​ ​ 9,171 ​ ​ 336 ​ ​ ( 714 ) ​ ​ 30,935 ​ ​ 375,801 ​ ​ 406,736 ​ ​ ( 104,222 ) ​ 1964 - 2019 1994 - 2022 25 years - 36 years Ohio (ALF, BHP, BHS, SH, SNF) ​ ​ 32,147 ​ ​ 419,651 ​ ​ 18,460 ​ ​ 345 ​ ​ ( 22,937 ) ​ ​ 32,147 ​ ​ 415,519 ​ ​ 447,666 ​ ​ ( 109,899 ) ​ 1929 - 2021 1994 - 2020 25 years - 39 years Oklahoma (SNF) ​ ​ 2,296 ​ ​ 19,934 ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,296 ​ ​ 19,934 ​ ​ 22,230 ​ ​ ( 10,790 ) ​ 1965 - 1993 2010 - 2013 20 years - 33 years Oregon (ALF, ILF, SNF) ​ ​ 7,331 ​ ​ 125,133 ​ ​ 9,913 ​ ​ — ​ ​ — ​ ​ 7,331 ​ ​ 135,046 ​ ​ 142,377 ​ ​ ( 23,639 ) ​ 1959 - 2007 2005 - 2021 25 years - 33 years Pennsylvania (ALF, ILF, SNF) ​ ​ 30,072 ​ ​ 393,156 ​ ​ 18,026 ​ ​ — ​ ​ ( 19,006 ) ​ ​ 30,067 ​ ​ 392,181 ​ ​ 422,248 ​ ​ ( 121,187 ) ​ 1873 - 2012 2004 - 2022 20 years - 39 years Rhode Island (SNF) ​ ​ 3,299 ​ ​ 23,487 ​ ​ 3,805 ​ ​ — ​ ​ — ​ ​ 3,299 ​ ​ 27,292 ​ ​ 30,591 ​ ​ ( 15,843 ) ​ 1965 - 1981 2006 39 years South Carolina (SNF) ​ ​ 8,480 ​ ​ 76,912 ​ ​ 2,860 ​ ​ — ​ ​ — ​ ​ 8,480 ​ ​ 79,772 ​ ​ 88,252 ​ ​ ( 26,687 ) ​ 1959 - 2007 2014 - 2016 20 years - 33 years Tennessee (ALF, BHP, SNF) ​ ​ 12,976 ​ ​ 268,846 ​ ​ 7,227 ​ ​ — ​ ​ — ​ ​ 12,976 ​ ​ 276,073 ​ ​ 289,049 ​ ​ ( 108,446 ) ​ 1968 - 2018 1992 - 2021 20 years - 31 years Texas (ALF, BHS, ILF, IRF, MOB, SH, SNF) ​ 80,905 ​ 839,069 ​ 37,918 ​ 197 ​ ( 40,543 ) ​ 79,902 ​ 837,644 ​ 917,546 ​ ( 238,519 ) 1949 - 2019 1997 - 2021 20 years - 40 years United Kingdom (ALF) ​ 122,941 ​ 465,187 ​ 11,923 ​ — ​ ( 77,593 ) ​ 109,243 ​ 413,215 ​ 522,458 ​ ( 81,496 ) 1650 - 2012 2015 - 2022 25 years - 30 years Vermont (SNF) ​ 318 ​ 6,005 ​ 602 ​ — ​ — ​ 318 ​ 6,607 ​ 6,925 ​ ( 3,432 ) 1971 2004 39 years Virginia (ALF, SNF) ​ ​ 35,435 ​ ​ 376,943 ​ ​ 12,659 ​ ​ — ​ ​ ( 939 ) ​ ​ 35,261 ​ ​ 388,837 ​ ​ 424,098 ​ ​ ( 89,062 ) ​ 1964 - 2017 2010 - 2021 25 years - 40 years Washington (ALF, SNF) ​ 16,582 ​ 194,121 ​ 5,837 ​ — ​ ( 2 ) ​ 16,582 ​ 199,956 ​ 216,538 ​ ( 42,743 ) 1951 - 2004 1999 - 2022 25 years - 33 years Washington DC (ALF) ​ 68,017 ​ — ​ 12,901 ​ 3,877 ​ — ​ 68,017 ​ 16,778 ​ 84,795 ​ — N/A ​ 2021 ​ N/A West Virginia (SNF) ​ 1,973 ​ 66,946 ​ 7,062 ​ — ​ — ​ 1,973 ​ 74,008 ​ 75,981 ​ ( 47,534 ) 1961 - 1996 1994 - 2011 25 years - 39 years Wisconsin (SNF) ​ 399 ​ 4,581 ​ 2,153 ​ — ​ — ​ 399 ​ 6,734 ​ 7,133 ​ ( 3,122 ) 1974 2005 33 years Total ​ $ 1,012,241 ​ $ 7,722,444 ​ $ 331,473 ​ $ 48,625 ​ $ ( 254,519 ) ​ $ 995,698 ​ $ 7,864,566 ​ $ 8,860,264 ​ $ ( 2,322,773 ) ​ (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”), specialty facilities (consisting of behavioral health substance facilities (“BHS”), behavioral health psychology facilities (“BHP”), independent rehabilitation facilities (“IRF”) and specialty hospitals (“SH”)) or medical office buildings (“MOB”), located in the states or country indicated. (2) Certain of the real estate indicated are security for the HUD loan borrowings totaling $ 344.7 million at December 31, 2022. F-69 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION — continued (in thousands) December 31, 2022 (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2021 2022 Balance at beginning of period ​ $ 8,985,994 ​ $ 8,702,154 ​ $ 9,028,745 Acquisitions (a) ​ 125,060 ​ 742,486 ​ 225,336 Impairment ​ ( 69,913 ) ​ ( 44,673 ) ​ ( 38,451 ) Improvements ​ 88,130 ​ 60,953 ​ 60,931 Disposals/other ​ ( 427,117 ) ​ ( 432,175 ) ​ ( 416,297 ) Balance at close of period ​ $ 8,702,154 ​ $ 9,028,745 ​ $ 8,860,264 ​ (a) Includes approximately $ 19.1 million, $ 58.6 million and $ 8.2 million of non-cash consideration exchanged and/or valuation adjustments during the years ended December 31, 2020, 2021 and 2022, respectively. (4) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2021 2022 Balance at beginning of period ​ $ 1,787,425 ​ $ 1,996,914 ​ $ 2,181,528 Provisions for depreciation ​ 329,508 ​ 341,497 ​ 331,963 Dispositions/other ​ ( 120,019 ) ​ ( 156,883 ) ​ ( 190,718 ) Balance at close of period ​ $ 1,996,914 ​ $ 2,181,528 ​ $ 2,322,773 ​ ​ (5) The reported amount of our real estate at December 31, 2022 is greater than the tax basis of the real estate by approximately $ 73 million (unaudited). (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. (8) Includes $ 72.1 million of construction in progress related to land, all other amounts related to construction in progress are reflected in buildings and improvements. ​ ​ ​ ​ F-70 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE (in thousands) December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 (20 SNFs) 11.35 % F (2) 2030 Interest plus approximately $ 56.3 of principal payable monthly with $ 271,997 due at maturity None ​ $ 415,000 ​ $ 279,029 ​ $ — ​ 2 Michigan (4 SNFs) 10.40 % F (2) 2030 Interest plus approximately $ 5.8 of principal payable monthly with $ 27,909 due at maturity None ​ 44,200 ​ 28,631 ​ — ​ 3 Michigan (2 SNFs) 10.63 % F (2) 2030 Interest plus approximately $ 3.6 of principal payable monthly with $ 10,381 due at maturity None ​ 11,000 ​ 10,826 ​ — ​ 4 Ohio (8 SNFs) 10.50 % F (2) 2032 Interest payable monthly until maturity None ​ 72,420 ​ 72,420 ​ — ​ 5 Pennsylvania (3 SNFs and 1 ALF) 11.02 % F (2) 2031 Interest payable monthly until maturity None ​ 82,017 ​ 35,234 ​ — (5) 6 Texas (1 specialty facility) 7.85 % F 2025 Interest plus approximately $ 150.1 of principal payable monthly with $ 59,546 due at maturity None ​ 72,960 ​ 63,811 ​ — ​ 7 Massachusetts (1 specialty facility) 9.00 % F 2023 Interest plus approximately $ 60.0 of principal payable monthly with $ 6,197 due at maturity None ​ 9,000 ​ — ​ — (5) 8 Tennessee ( 1 SNF) 8.35 % F 2015 Past due None ​ 6,377 ​ 1,472 ​ 1,472 (5) 9 ​ Michigan (1 SNF) ​ 9.57 % F (2) ​ 2030 ​ Interest payable monthly until maturity ​ None ​ ​ 14,045 ​ ​ 14,045 ​ ​ — ​ 10 ​ Ohio (1 SNF) ​ 9.74 % F (2) ​ 2023 ​ Interest payable monthly until maturity ​ None ​ ​ 21,325 ​ ​ 21,325 ​ ​ — ​ 11 ​ Michigan (8 SNFs and 1 ALF) ​ 10.73 % F (2) ​ 2030 ​ Interest plus approximately $ 16.4 of principal payable monthly with $ 80,918 due at maturity ​ None ​ ​ 83,454 ​ ​ 83,030 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital Expenditure Mortgages ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12 Michigan 10.75 % F (2) 2030 Interest payable monthly until maturity None ​ 3,490 ​ 3,480 ​ — ​ 13 ​ Michigan ​ 12.49 % F (2) ​ 2030 ​ Interest payable monthly until maturity ​ None ​ ​ 4,220 ​ ​ 4,220 ​ ​ — ​ 14 ​ Michigan ​ 12.18 % F (2) ​ 2030 ​ Interest payable monthly until maturity ​ None ​ ​ 4,120 ​ ​ 4,112 ​ ​ — ​ 15 ​ Michigan ​ 9.50 % F (2) ​ 2030 ​ Interest payable monthly until maturity ​ None ​ ​ 248 ​ ​ 186 ​ ​ — ​ 16 Michigan 11.89 % F (2) 2030 Interest payable monthly until maturity None ​ 5,445 ​ 5,318 ​ — ​ 17 Michigan 11.02 % F (2) 2030 Interest payable monthly until maturity None ​ 15,203 ​ 15,094 ​ — ​ 18 Michigan 10.40 % F (2) 2030 Interest payable monthly until maturity None ​ 500 ​ 500 ​ — ​ 19 ​ Michigan ​ 10.23 % F (2) ​ 2030 ​ Interest payable monthly until maturity ​ None ​ ​ 5,450 ​ ​ 5,188 ​ ​ — ​ 20 ​ Michigan ​ 9.55 % F (2) ​ 2030 ​ Interest payable monthly until maturity ​ None ​ ​ 2,900 ​ ​ 2,542 ​ ​ — ​ 21 ​ Michigan ​ 9.98 % F (2) ​ 2030 ​ Interest payable monthly until maturity ​ None ​ ​ 9,771 ​ ​ 9,518 ​ ​ — ​ 22 ​ Michigan ​ 9.74 % F (2) ​ 2030 ​ Interest payable monthly until maturity ​ None ​ ​ 325 ​ ​ 195 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Construction Mortgages ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23 Michigan (1 SNF) 9.73 % F (2) 2023 Interest paid-in-kind monthly until maturity None ​ 25,683 ​ 19,082 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for credit loss on mortgage loans (7) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ( 31,128 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 909,153 ​ $ 648,130 ​ $ 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 $ 731.5 million (unaudited). ​ ​ ​ ​ ​ F-71 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE — continued (in thousands) December 31, 2022 (4) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2021 2022 Balance at beginning of period ​ $ 773,563 ​ $ 885,313 ​ $ 835,086 Additions during period - new mortgage loans or additional fundings (a) ​ 149,957 ​ 93,891 ​ 12,977 Deductions during period - collection of principal/other (b) ​ ( 9,867 ) ​ ( 103,761 ) ​ ( 190,141 ) Allowance for credit loss on mortgage loans ​ ( 28,340 ) ​ ( 40,357 ) ​ ( 9,792 ) Balance at close of period ​ $ 885,313 ​ $ 835,086 ​ $ 648,130 (a) 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. The 2021 amount includes $ 0.2 million of non-cash interest paid-in-kind and $ 7.0 million of non-cash placement of mortgage principal. The 2022 amount includes $ 1.2 million of non-cash interest paid-in-kind. (b) The 2021 amount includes $ 58.6 million of non-cash principal reductions. The 2022 amount includes $ 6.0 million of interest payments that were directly applied against the principal balance outstanding using the cost recovery method. ​ (5) Mortgage written down to the fair value of the underlying collateral. (6) Mortgages included in the schedule which were extended during 2022 aggregated approximately $ 541.6 million. (7) The allowance for credit loss on mortgage loans represents the allowance calculated utilizing a PD and LGD methodology. For mortgages that the risk of loss was evaluated on an individual basis, the allowance is included as a reduction to the carrying amount of the mortgage. ​ ​ ​ ​ ​ ​ F-72 Table of Contents INDEX TO EXHIBITS TO 2022 FORM 10-K ​ ​ EXHIBIT NUMBER DESCRIPTION 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 October 21, 2022 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed October 21, 2022). 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). 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). I-1 Table of Contents 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). 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). I-2 Table of Contents 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). 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). I-3 Table of Contents 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). 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 Indenture, dated as of March 10, 2021, 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 March 10, 2021). 4.10 Description of Securities registered under Section 12 of the Securities Exchange Act of 1934.* 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 April 30, 2021, among the Company, certain subsidiaries of the Company identified therein as guarantors, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed May 4, 2021). 10.4 Credit Agreement, dated as of April 30, 2021, among OHI Healthcare Properties Limited Partnership, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed May 4, 2021). I-4 Table of Contents 10.5 At-the Market Equity Offering Sales Agreement, dated May 20, 2021, among the Company, the Sales Agents, the Forward Sellers and the Forward Purchasers (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed May 20, 2021). 10.6 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). + 10.6A 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). + 10.6B 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). + 10.6C 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). + 10.6D 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). + 10.6E 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). + 10.6F 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). + 10.6G 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 of the Company’s Annual Report on Form 10-K filed February 28, 2020). + 10.6H 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 of the Company’s Annual Report on Form 10-K filed February 28, 2020). + 10.6I 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 of the Company’s Annual Report on Form 10-K filed February 28, 2020). + 10.6J 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 of the Company’s Annual Report on Form 10-K filed February 28, 2020). + 10.6K 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 of the Company’s Annual Report on Form 10-K filed February 28, 2020). + 10.6L 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 of the Company’s Annual Report on Form 10-K filed February 28, 2020). + 10.6M Form of Time-Based Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6M to the Company’s Annual Report on Form 10-K, filed February 17, 2022). + 10.6N Form of Time-Based Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6N to the Company’s Annual Report on Form 10-K, filed February 17, 2022). + 10.6O Form of TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6O to the Company’s Annual Report on Form 10-K, filed February 17, 2022). + 10.6P ​ Form of TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6P to the Company’s Annual Report on Form 10-K, filed February 17, 2022). + I-5 Table of Contents 10.6Q Form of Relative TSR-Based Performance Restricted Stock Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6Q to the Company’s Annual Report on Form 10-K, filed February 17, 2022). + 10.6R Form of Relative TSR-Based Performance Profits Interest Units Agreement pursuant to the Omega Healthcare Investors, Inc. 2018 Stock Incentive Plan (commencing 2022) (Incorporated by reference to Exhibit 10.6R to the Company’s Annual Report on Form 10-K, filed February 17, 2022). + 10.7 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). + 10.8 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). + 10.9 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). + 10.10 Form of Annual Amendment to Employment Agreement for the Company’s executive officers. +* 10.11 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). + 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.* 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, 2022, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of 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-6 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 14, 2023 ​ By: /s/ C. Taylor Pickett ​ ​ ​ C. Taylor Pickett ​ ​ ​ Chief Executive Officer ​ ​ ​ ​ ​ ​ ​ I-7 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 14, 2023 C. Taylor Pickett ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Robert O. Stephenson ​ Chief Financial Officer ​ February 14, 2023 Robert O. Stephenson ​ (Principal Financial Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Neal A. Ballew ​ Chief Accounting Officer ​ February 14, 2023 Neal A. Ballew ​ (Principal Accounting Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Craig R. Callen ​ Chair of the Board ​ February 14, 2023 Craig R. Callen ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Kapila K. Anand ​ Director ​ February 14, 2023 Kapila K. Anand ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Dr. Lisa C. Egbuonu-Davis ​ Director ​ February 14, 2023 Dr. Lisa C. Egbuonu-Davis ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Barbara B. Hill ​ Director ​ February 14, 2023 Barbara B. Hill ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Kevin J. Jacobs ​ Director ​ February 14, 2023 Kevin J. Jacobs ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ C. Taylor Pickett ​ Director ​ February 14, 2023 C. Taylor Pickett ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Stephen D. Plavin ​ Director ​ February 14, 2023 Stephen D. Plavin ​ /s/ Burke W. Whitman ​ Director ​ February 14, 2023 Burke W. Whitman ​ ​ ​ ​ ​ ​ ​ ​ I-8