OMEGA HEALTHCARE INVESTORS INC 10-Q

Item 1 - Financial Statements OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ 2024 2023 ​ ​ (Unaudited) ​ ​ ​ ASSETS ​ ​ ​ ​ ​ Real estate assets ​ ​ Buildings and improvements ​ $ 6,866,358 $ 6,879,034 Land ​ ​ 865,028 ​ ​ 867,486 Furniture and equipment ​ ​ 467,178 ​ ​ 467,393 Construction in progress ​ ​ 162,269 ​ ​ 138,410 Total real estate assets ​ ​ 8,360,833 ​ ​ 8,352,323 Less accumulated depreciation ​ ( 2,526,536 ) ( 2,464,227 ) Real estate assets – net ​ 5,834,297 5,888,096 Investments in direct financing leases – net ​ 8,873 8,716 Real estate loans receivable – net ​ 1,246,528 1,212,162 Investments in unconsolidated joint ventures ​ 185,937 188,409 Assets held for sale ​ 81,546 81,546 Total real estate investments ​ ​ 7,357,181 ​ ​ 7,378,929 Non-real estate loans receivable – net ​ 269,342 275,615 Total investments ​ 7,626,523 7,654,544 ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ 361,773 442,810 Restricted cash ​ 1,253 1,920 Contractual receivables – net ​ 10,973 11,888 Other receivables and lease inducements ​ ​ 223,281 ​ ​ 214,657 Goodwill ​ 643,778 643,897 Other assets ​ 144,267 147,686 Total assets ​ $ 9,011,848 $ 9,117,402 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND EQUITY ​ Revolving credit facility ​ $ 20,213 $ 20,397 Secured borrowings ​ 20,145 61,963 Senior notes and other unsecured borrowings – net ​ 4,987,794 4,984,956 Accrued expenses and other liabilities ​ 283,103 287,795 Total liabilities ​ 5,311,255 5,355,111 ​ ​ ​ ​ ​ ​ ​ 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 – 246,377 shares as of March 31, 2024 and 245,282 shares as of December 31, 2023 ​ 24,637 ​ 24,528 Additional paid-in capital ​ 6,705,333 ​ 6,671,198 Cumulative net earnings ​ 3,747,942 ​ 3,680,581 Cumulative dividends paid ​ ( 6,995,876 ) ​ ( 6,831,061 ) Accumulated other comprehensive income ​ 31,852 ​ 29,338 Total stockholders’ equity ​ 3,513,888 ​ 3,574,584 Noncontrolling interest ​ 186,705 ​ 187,707 Total equity ​ 3,700,593 ​ 3,762,291 Total liabilities and equity ​ $ 9,011,848 $ 9,117,402 See notes to consolidated financial statements . 2 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, ​ 2024 2023 Revenues ​ ​ ​ ​ ​ ​ Rental income ​ $ 206,921 ​ $ 189,331 Interest income ​ 35,836 ​ 28,420 Miscellaneous income ​ 542 ​ 451 Total revenues ​ 243,299 ​ 218,202 ​ ​ ​ ​ ​ ​ ​ Expenses ​ ​ Depreciation and amortization ​ 74,557 ​ 81,192 General and administrative ​ 21,532 ​ 20,526 Real estate taxes ​ ​ 3,798 ​ ​ 3,997 Acquisition, merger and transition related costs ​ 2,603 ​ 639 Impairment on real estate properties ​ 5,292 ​ 38,988 Provision (recovery) for credit losses ​ 8,470 ​ ( 4,057 ) Interest expense ​ 57,820 ​ 58,546 Total expenses ​ 174,072 ​ 199,831 ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ ​ Other income – net ​ 5,276 ​ 2,720 Loss on debt extinguishment ​ ( 1,283 ) ​ ( 6 ) (Loss) gain on assets sold – net ​ ​ ( 1,391 ) ​ ​ 13,637 Total other income ​ 2,602 ​ 16,351 ​ ​ ​ ​ ​ ​ ​ Income before income tax (expense) benefit and income from unconsolidated joint ventures ​ 71,829 ​ 34,722 Income tax (expense) benefit ​ ( 2,581 ) ​ 1,292 Income from unconsolidated joint ventures ​ 98 ​ 831 Net income ​ 69,346 ​ 36,845 Net income attributable to noncontrolling interest ​ ( 1,985 ) ​ ( 903 ) Net income available to common stockholders ​ $ 67,361 ​ $ 35,942 ​ ​ ​ ​ ​ ​ ​ Earnings per common share available to common stockholders: ​ ​ Basic: ​ ​ Net income available to common stockholders ​ $ 0.27 ​ $ 0.15 Diluted: ​ ​ Net income available to common stockholders ​ $ 0.27 ​ $ 0.15 ​ See notes to consolidated financial statements . ​ 3 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Unaudited (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, ​ 2024 2023 Net income ​ $ 69,346 ​ $ 36,845 Other comprehensive income (loss) ​ ​ ​ Foreign currency translation ​ ( 4,288 ) ​ 10,793 Cash flow hedges ​ 6,877 ​ ( 9,550 ) Total other comprehensive income ​ 2,589 ​ 1,243 Comprehensive income ​ 71,935 ​ 38,088 Comprehensive income attributable to noncontrolling interest ​ ( 2,060 ) ​ ( 938 ) Comprehensive income attributable to common stockholders ​ $ 69,875 ​ $ 37,150 ​ See notes to consolidated financial statements. ​ ​ 4 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF EQUITY Three Months Ended March 31, 2024 and 2023 Unaudited (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common ​ Additional ​ Cumulative ​ Cumulative ​ Other ​ Total ​ ​ ​ ​ ​ ​ Stock ​ Paid-in ​ Net ​ Dividends ​ Comprehensive ​ Stockholders’ ​ Noncontrolling ​ Total ​ Par Value Capital Earnings Paid Income Equity Interest Equity Balance at December 31, 2023 ​ $ 24,528 ​ $ 6,671,198 ​ $ 3,680,581 ​ $ ( 6,831,061 ) ​ $ 29,338 ​ $ 3,574,584 ​ $ 187,707 ​ $ 3,762,291 Stock related compensation ​ ​ — ​ ​ 9,284 ​ ​ — ​ ​ — ​ ​ — ​ ​ 9,284 ​ ​ — ​ ​ 9,284 Issuance of common stock ​ ​ 108 ​ ​ 32,242 ​ ​ — ​ ​ — ​ ​ — ​ ​ 32,350 ​ ​ — ​ ​ 32,350 Common dividends declared ($ 0.67 per share) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 164,815 ) ​ ​ — ​ ​ ( 164,815 ) ​ ​ — ​ ​ ( 164,815 ) Vesting/exercising of Omega OP Units ​ ​ — ​ ​ ( 7,722 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 7,722 ) ​ ​ 7,722 ​ ​ — Conversion and redemption of Omega OP Units to common stock ​ ​ 1 ​ ​ 331 ​ ​ — ​ ​ — ​ ​ — ​ ​ 332 ​ ​ ( 332 ) ​ ​ — Omega OP Units distributions ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 10,452 ) ​ ​ ( 10,452 ) Other comprehensive income ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,514 ​ ​ 2,514 ​ ​ 75 ​ ​ 2,589 Net income ​ ​ — ​ ​ — ​ ​ 67,361 ​ ​ — ​ ​ — ​ ​ 67,361 ​ ​ 1,985 ​ ​ 69,346 Balance at March 31, 2024 ​ $ 24,637 ​ $ 6,705,333 ​ $ 3,747,942 ​ $ ( 6,995,876 ) ​ $ 31,852 ​ $ 3,513,888 ​ $ 186,705 ​ $ 3,700,593 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Stock related compensation ​ ​ — ​ ​ 8,792 ​ ​ — ​ ​ — ​ ​ — ​ ​ 8,792 ​ ​ — ​ ​ 8,792 Issuance of common stock ​ ​ 9 ​ ​ 1,976 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,985 ​ ​ — ​ ​ 1,985 Common dividends declared ($ 0.67 per share) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 157,427 ) ​ ​ — ​ ​ ( 157,427 ) ​ ​ — ​ ​ ( 157,427 ) Vesting/exercising of Omega OP Units ​ ​ — ​ ​ ( 2,811 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 2,811 ) ​ ​ 2,811 ​ ​ — Omega OP Units distributions ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 9,131 ) ​ ​ ( 9,131 ) Capital contribution from noncontrolling interest holder in consolidated JV ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 22 ​ ​ 22 Other comprehensive income ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,208 ​ ​ 1,208 ​ ​ 35 ​ ​ 1,243 Net income ​ ​ — ​ ​ — ​ ​ 35,942 ​ ​ — ​ ​ — ​ ​ 35,942 ​ ​ 903 ​ ​ 36,845 Balance at March 31, 2023 ​ $ 23,434 ​ $ 6,322,160 ​ $ 3,474,343 ​ $ ( 6,344,413 ) ​ $ 21,533 ​ $ 3,497,057 ​ $ 188,554 ​ $ 3,685,611 ​ See notes to consolidated financial statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ 5 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 Cash flows from operating activities ​ ​ Net income ​ $ 69,346 ​ $ 36,845 Adjustment to reconcile net income to net cash provided by operating activities: ​ ​ ​ Depreciation and amortization ​ 74,557 ​ 81,192 Impairment on real estate properties ​ 5,292 ​ 38,988 Provision for rental income ​ — ​ 12,500 Provision (recovery) for credit losses ​ 8,470 ​ ( 4,057 ) Amortization of deferred financing costs and loss on debt extinguishment ​ 4,959 ​ 3,259 Accretion of direct financing leases ​ 34 ​ 26 Stock-based compensation expense ​ 9,227 ​ 8,744 Loss (gain) on assets sold – net ​ 1,391 ​ ( 13,637 ) Amortization of acquired in-place leases – net ​ ( 531 ) ​ ( 6,131 ) Straight-line rent and effective interest receivables ​ ( 9,201 ) ​ ( 12,576 ) Interest paid-in-kind ​ ​ ( 3,575 ) ​ ​ ( 2,555 ) Loss from unconsolidated joint ventures ​ ​ 827 ​ ​ 137 Change in operating assets and liabilities – net: ​ ​ ​ Contractual receivables ​ 915 ​ 180 Lease inducements ​ 233 ​ ( 12,323 ) Other operating assets and liabilities ​ ( 10,470 ) ​ ( 19,232 ) Net cash provided by operating activities ​ 151,474 ​ 111,360 Cash flows from investing activities ​ ​ ​ ​ Acquisition of real estate ​ ( 13,262 ) ​ ( 26,383 ) Net proceeds from sale of real estate investments ​ 10,089 ​ 17,559 Investments in construction in progress ​ ( 14,506 ) ​ ( 4,780 ) Placement of loan principal ​ ( 48,113 ) ​ ( 31,240 ) Collection of loan principal ​ 14,342 ​ 52,011 Investments in unconsolidated joint ventures ​ ​ ( 61 ) ​ ​ — Distributions from unconsolidated joint ventures in excess of earnings ​ 942 ​ 382 Capital improvements to real estate investments ​ ( 6,941 ) ​ ( 5,340 ) Proceeds from net investment hedges ​ 8,429 ​ — Receipts from insurance proceeds ​ 1,627 ​ 448 Net cash (used in) provided by investing activities ​ ( 47,454 ) ​ 2,657 Cash flows from financing activities ​ ​ Payments of long-term borrowings ​ ( 41,878 ) ​ ( 1,913 ) Payments of financing related costs ​ ( 1,283 ) ​ ( 6 ) Net proceeds from issuance of common stock ​ 32,350 ​ 1,985 Dividends paid ​ ( 164,758 ) ​ ( 157,379 ) Net payments to noncontrolling members of consolidated joint venture ​ — ​ 22 Distributions to Omega OP Unit Holders ​ ( 10,452 ) ​ ( 9,131 ) Net cash used in financing activities ​ ( 186,021 ) ​ ( 166,422 ) Effect of foreign currency translation on cash, cash equivalents and restricted cash ​ 297 ​ 279 Decrease in cash, cash equivalents and restricted cash ​ ( 81,704 ) ​ ( 52,126 ) Cash, cash equivalents and restricted cash at beginning of period ​ 444,730 ​ 300,644 Cash, cash equivalents and restricted cash at end of period ​ $ 363,026 ​ $ 248,518 ​ See notes to consolidated financial statements . ​ ​ 6 Table of Contents OMEGA HEALTHCARE INVESTORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Unaudited March 31, 2024 ​ NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Business Overview and Organization Omega Healthcare Investors, Inc. (“Parent”) is a Maryland corporation that, together with its consolidated subsidiaries (collectively, “Omega,” the “Company,” “we,” “our” or “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. Our core portfolio consists of 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 its 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 March 31, 2024, Parent owned 97 % of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and other investors owned 3 % of the outstanding Omega OP Units. Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023. Omega’s consolidated financial statements include the accounts of Omega Healthcare Investors, Inc., its wholly-owned subsidiaries and the joint ventures (“JVs”) and variable interest entities (“VIEs”) that it controls, through voting rights or other means. All intercompany transactions and balances have been eliminated in consolidation. 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. 7 Table of Contents Reclassification Certain amounts in the prior year period have been reclassified to conform to the current period presentation. Income from direct financing leases, which was previously reported separately on our Consolidated Statements of Operations, is now included in Rental Income for all periods presented. In addition, we previously reported assets held for sale of $ 93.7 million on the Consolidated Balance Sheet as of December 31, 2023. $ 12.2 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, 2023. See further discussion on the held for sale reclassification in Note 3 – Assets Held for Sale, Dispositions and Impairments. NOTE 2 – REAL ESTATE ASSETS At March 31, 2024, our leased real estate properties included 589 SNFs, 189 ALFs, 19 ILFs, 19 specialty facilities and one medical office building. The following table summarizes the Company’s rental income: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2024 ​ 2023 ​ ​ (in thousands) Fixed income from operating leases ​ $ 203,292 ​ $ 185,327 Variable income from operating leases ​ ​ 3,377 ​ ​ 3,750 Interest income from direct financing leases ​ ​ 252 ​ ​ 254 Total rental income ​ $ 206,921 ​ $ 189,331 ​ Our variable income from operating leases primarily represents the reimbursement by operators for real estate taxes that Omega pays directly. Asset Acquisitions The following table summarizes the asset acquisitions that occurred during the three months ended March 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Total Real Estate ​ Initial ​ ​ Facilities ​ Assets Acquired Annual ​ Period ​ SNF ALF ​ Country/State ​ (in millions) ​ Cash Yield (1) ​ Q1 ​ 1 — WV ​ $ 8.1 ​ 10.0 % Q1 ​ — 1 ​ U.K. ​ ​ 5.2 ​ 9.5 % Total 1 1 ​ ​ $ 13.3 ​ ​ (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 $ 21.4 million and $ 10.1 million under our construction in progress and capital improvement programs during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, construction in progress included two projects consisting of the development of a SNF in Virginia and an ALF in Washington D.C. NOTE 3 – ASSETS HELD FOR SALE, DISPOSITIONS AND IMPAIRMENTS Periodically we sell facilities to reduce our exposure to certain operators, geographies and non-strategic assets or due to the exercise of a tenant purchase option. 8 Table of Contents The following is a summary of our assets held for sale: ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2024 2023 Number of facilities held for sale ​ 16 ​ ​ 16 Amount of assets held for sale (in thousands) $ 81,546 ​ $ 81,546 ​ In the first quarter of 2024, we reclassified one facility with a net book value of $ 12.2 million from assets held for sale to assets held for use within the applicable line items in real estate assets – net. Of the $ 12.2 million reclassified net of $ 5.4 million of accumulated depreciation, $ 15.9 million relates to buildings, $ 0.6 million relates to land and $ 1.1 relates to furniture and equipment. We originally reclassified this facility as held for sale in the fourth quarter of 2023 as a result of receiving a notification from an operator of their intent to exercise a purchase option over the facility. Due to regulatory issues encountered in the first quarter of 2024 during the due diligence process that limit our ability to sell this facility, this facility no longer qualifies as an asset held for sale. Asset Sales During the three months ended March 31, 2024, we sold four facilities ( four SNFs) subject to operating leases for $ 10.1 million in net cash proceeds. As a result of these sales, we recognized a net loss of $ 1.4 million. During the three months ended March 31, 2023, we sold two facilities ( one SNF and one medical office building) subject to operating leases for $ 17.6 million in net cash proceeds. As a result of these sales, we recognized a net gain of $ 13.6 million. During the three months ended March 31, 2024 and 2023, we received interest of $ 0.3 million and $ 2.1 million, respectively, related to seller financing provided in connection with sales that did not meet the contract criteria to be recognized under ASC 610-20. The interest received was deferred and recorded as a contract liability within accrued expenses and other liabilities on our Consolidated Balance Sheets. As of March 31, 2024, we have one sale that has not been recognized. Real Estate Impairments During the three months ended March 31, 2024, we recorded impairments of $ 5.3 million on three facilities. The $ 5.3 million relates to three held for use facilities (of which $ 1.3 million relates to a closed facility) for which the carrying value exceeded the fair value. During the three months ended March 31, 2023, we recorded impairments of $ 39.0 million on four facilities. Of the $ 39.0 million, $ 37.0 million related to two facilities that were classified as held for use for which the carrying value exceeded the fair value and $ 2.0 million related to two facilities that were classified as held for sale for which the carrying values exceeded the estimated fair value costs to sell. Of the $ 37.0 million, $ 27.5 million related to one held for use facility which was closed during the quarter. To estimate the fair value of the facilities for the impairments noted above, we utilized a market approach that considered binding sale agreements (a Level 1 input) or non-binding offers from unrelated third parties and/or broker quotes (a Level 3 input). 9 Table of Contents NOTE 4 – 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 and lease inducements by type is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2024 2023 ​ ​ (in thousands) ​ Contractual receivables – net ​ $ 10,973 ​ $ 11,888 ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective yield interest receivables ​ $ 2,363 ​ $ 3,127 ​ Straight-line rent receivables ​ 212,399 ​ 202,748 ​ Lease inducements ​ 8,519 ​ 8,782 ​ Other receivables and lease inducements ​ $ 223,281 ​ $ 214,657 ​ ​ Cash Basis Operators and Straight-Line Receivable Write-Offs We review our collectibility assumptions related to rental income from our operator leases on an ongoing basis. During the three months ended March 31, 2024, we entered into a lease with a new operator as part of the transition of facilities from another operator. As we had no previous relationship with this new operator and collection of substantially all contractual lease payments due from the new operator was not deemed probable, we placed the new operator on a cash basis of revenue recognition. During the three months ended March 31, 2023, we did no t place any operators on a cash basis of revenue recognition. We also did not have any straight-line receivable write-offs through rental income during either of the three months ended March 31, 2024 and 2023. As of March 31, 2024, we had 20 operators on a cash basis for revenue recognition, which represent 18.4 % and 20.5 % of our total revenues for the three months ended March 31, 2024 and 2023, respectively. Rent Deferrals and Application of Collateral During each of the three months ended March 31, 2024 and 2023, we allowed three and eight operators to defer $ 0.9 million and $ 24.4 million, respectively, of contractual rent and interest. The deferrals during the three months ended March 31, 2024 primarily related to Maplewood Senior Living (along with affiliates, “Maplewood”) ($ 0.7 million). During each of the three months ended March 31, 2024 and 2023, we received repayments of deferred rent from three operators of $ 0.5 million and $ 0.2 million, respectively. Additionally, we allowed four and three operators to apply collateral, such as security deposits or letters of credit, to contractual rent and interest during the three months ended March 31, 2024 and 2023, respectively. The total collateral applied to contractual rent and interest was $ 0.5 million and $ 5.2 million for the three months ended March 31, 2024 and 2023, respectively. 10 Table of Contents Operator Collectibility Updates Maplewood In the first quarter of 2024, Maplewood paid $ 11.3 million of contractual rent, a short pay of $ 6.5 million of the $ 17.8 million (consisting of $ 17.3 million of contractual rent and $ 0.5 million of contractual interest) due under its lease and loan agreements. Maplewood initially short-paid the contractual rent amount due under its lease agreement during the second quarter of 2023 and has not made full contractual rent and interest payments since that time. Omega applied Maplewood’s $ 4.8 million security deposit to cover a portion of the rent that was short paid in 2023. As the security deposit was fully exhausted in the fourth quarter of 2023, we were unable to apply collateral to unpaid rent and interest in the first quarter of 2024. To address liquidity concerns, Omega entered into a comprehensive restructuring of Maplewood’s lease and loan agreements in the first quarter of 2023 that, among other things, fixed rent at $ 69.3 million per annum through December 2025 and provided Maplewood a one-time option termination fee of $ 12.5 million. We continue to take actions to preserve our rights and are in discussions with Maplewood to address the payment deficiencies noted above. Maplewood is on a cash basis of revenue recognition for lease purposes, and we recorded rental income of $ 11.3 million and $ 17.3 million for the three months ended March 31, 2024 and 2023, respectively, for the contractual rent payments that were received from Maplewood. The $ 12.5 million option termination fee payment made in the first quarter of 2023 in connection with the restructuring agreement was recorded as a reduction to the $ 17.3 million rental income recognized for the three months ended March 31, 2023. As discussed further in Note 5 – Real Estate Loans Receivable, we recorded interest income of $ 1.5 million on the secured revolving credit facility during the three months ended March 31, 2023, for the contractual interest payment we received from Maplewood related to December 2022, as the loan was placed on non-accrual status for interest recognition during the fourth quarter of 2022. No interest income was recorded during the three months ended March 31, 2024. In April 2024, Maplewood short-paid the contractual rent and interest amounts due under its lease and loan agreements by $ 2.2 million. LaVie In connection with the ongoing restructuring of our facilities operated by LaVie Care Centers, LLC (“LaVie”), in the first quarter of 2024, we sold two facilities and transitioned two facilities to another operator, all of which were previously subject to the master lease with LaVie. Concurrent with the sales and transitions, we amended the master lease agreement with LaVie to reduce monthly rent to $ 3.2 million. In the first quarter of 2024, LaVie paid $ 4.4 million of contractual rent, a short pay of $ 5.5 million of the $ 9.9 million due under its lease agreement. As LaVie is on a cash basis of revenue recognition for lease purposes, only the $ 4.4 million and $ 7.4 million of contractual rent payments that we received from LaVie were recorded as rental income during the three months ended March 31, 2024 and 2023, respectively. We did no t recognize any interest income related to LaVie during the three months ended March 31, 2024 and 2023 as the two loans outstanding have payment-in-kind (“PIK”) interest and are on non-accrual status. In April 2024, LaVie paid $ 1.5 million of contractual rent, a short pay of $ 1.7 million of the $ 3.2 million due under its lease agreement. 11 Table of Contents Guardian Consistent with the third and fourth quarter of 2023, Guardian Healthcare (“Guardian”) did not pay the contractual amounts due under its lease agreement in the first quarter of 2024. We recorded rental income of $ 0.1 million and $ 3.8 million related to our lease with Guardian for the three months ended March 31, 2024 and 2023, respectively. As Guardian is on a cash basis of revenue recognition, rental income for these periods was limited to the contractual rent payments that were received and/or collateral held by Omega that was applied to outstanding rent. Rental income for the three months ended March 31, 2024 included the application of $ 0.1 million of Guardian’s security deposit to fund a portion of the unpaid rent. In April 2024, we transitioned the remaining six facilities previously included in Guardian’s master lease to a new operator for minimum initial contractual rent of $ 5.5 million per annum with the potential to increase contractual rent up to $ 12.4 million dependent on revenue received by the operator. Agemo Agemo Holdings, LLC (“ Agemo”) failed to pay contractual rent and interest during the first quarter of 2023. Following the execution of a restructuring agreement between Omega and Agemo in the first quarter of 2023, Agemo resumed making contractual rent and interest payments during the second quarter of 2023 and has made all required contractual rent and interest payments through the first quarter of 2024. We recorded rental income of $ 6.0 million and zero , respectively, related to our lease with Agemo for the three months ended March 31, 2024 and 2023. As Agemo is a cash basis operator, rental income is limited to the contractual rent payments that were received during the respective periods. We did no t recognize interest income on our loans with Agemo during the three months ended March 31, 2024 and 2023. See Note 6 – Non-Real Estate Loans Receivable for discussion regarding our loans and interest with Agemo. Other During the three months ended March 31, 2023, we re-leased 43 facilities that were previously subject to leases with three cash basis operators to other operators. Following the transition, we have no remaining relationships with these three cash basis operators. All of the operators that the 43 facilities were transitioned to have leases for which Omega is recognizing revenue on a straight-line basis. The aggregate initial contractual rent for the 43 facilities under these leases is $ 43.3 million per annum. In connection with the transition of certain of these facilities, in the first quarter of 2023, Omega made termination payments of $ 15.5 million that were recorded as initial direct costs related to the lease with the new operator. These termination payments are deferred and will be recognized within depreciation and amortization expense on a straight-line basis over the term of the master lease with the new operator. NOTE 5 – REAL ESTATE LOANS RECEIVABLE Real estate loans consist of mortgage notes 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 March 31, 2024, our real estate loans receivable consists of 13 fixed rate mortgage notes on 62 long-term care facilities and 15 other real estate loans. The mortgage notes relate to facilities located in 11 states that are operated by 12 independent healthcare operating companies. We monitor compliance with our real estate loans and, when necessary, have initiated collection, foreclosure and other proceedings with respect to certain outstanding real estate loans. 12 Table of Contents A summary of our real estate loans receivable by loan type and by borrower and/or guarantor is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2024 2023 ​ ​ (in thousands) ​ Mortgage notes due 2030 ; interest at 11.22 % (1)(2) ​ $ 517,437 $ 514,866 ​ Mortgage notes due 2037 ; interest at 10.50 % ​ ​ 72,420 ​ ​ 72,420 ​ Mortgage note due 2025 ; interest at 7.85 % ​ ​ 61,533 ​ ​ 62,010 ​ Mortgage note due 2028 ; interest at 10.00 % ​ ​ 50,000 ​ ​ 50,000 ​ Other mortgage notes outstanding (3) ​ 90,655 ​ 55,141 ​ Mortgage notes receivable – gross ​ 792,045 ​ 754,437 ​ Allowance for credit losses on mortgage notes receivable ​ ​ ( 48,164 ) ​ ​ ( 55,661 ) ​ Mortgage notes receivable – net ​ ​ 743,881 ​ ​ 698,776 ​ Other real estate loan due 2035 ; interest at 7.00 % ​ ​ 263,580 ​ ​ 263,520 ​ Other real estate loans due 2024 - 2030 ; interest at 11.76 % (1) ​ ​ 118,474 ​ ​ 120,576 ​ Other real estate loans due 2024 ; interest at 13.21 % (1)(4) ​ ​ 109,011 ​ ​ 106,807 ​ Other real estate loans outstanding (5) ​ ​ 63,860 ​ ​ 57,812 ​ Other real estate loans – gross ​ ​ 554,925 ​ ​ 548,715 ​ Allowance for credit losses on other real estate loans ​ ( 52,278 ) ​ ( 35,329 ) ​ Other real estate loans – net ​ ​ 502,647 ​ ​ 513,386 ​ Total real estate loans receivable – net ​ $ 1,246,528 ​ $ 1,212,162 ​ (1) Approximates the weighted average interest rate on facilities as of March 31, 2024. (2) All mortgage notes mature in 2030 with the exception of two mortgage notes with an aggregate outstanding principal balance of $ 52.0 million that mature in 2024. (3) Other mortgage notes outstanding consists of nine loans to multiple borrowers that have a weighted average interest rate of 9.67 % as of March 31, 2024, with maturity dates ranging from 2024 through 2027 (with $ 8.3 million maturing in 2024). Two of the mortgage notes with an aggregate principal balance of $ 12.9 million are past due and have been written down, through our allowance for credit losses, to the estimated fair value of the underlying collateral of $ 1.5 million. (4) During the first quarter of 2024, the maturity dates of these loans were extended from March 29, 2024 to June 28, 2024. (5) Other real estate loans outstanding consists of seven loans to multiple borrowers that have a weighted average interest rate of 10.88 % as of March 31, 2024, with maturity dates ranging from 2027 through 2033 . Interest income on real estate loans is included within interest income on the Consolidated Statements of Operations and is summarized as follows: ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 ​ (in thousands) Mortgage notes – interest income $ 19,843 $ 16,548 Other real estate loans – interest income 8,896 ​ 6,849 Total real estate loans interest income $ 28,739 ​ $ 23,397 ​ During the three months ended March 31, 2024, we funded $ 41.2 million under seven new real estate loans with a weighted average interest rate of 9.6 %. These new loans have a weighted average term of 3.1 years. We also advanced $ 2.8 million under existing real estate loans during the three months ended March 31, 2024. Included below is additional discussion on any significant new loans issued and significant updates to any existing loans. 13 Table of Contents Other real estate loan due 2035 In the first quarter of 2023, Omega entered into a restructuring agreement and a loan amendment with Maplewood that modified Maplewood’s secured revolving credit facility. As part of the restructuring agreement and loan amendment, Omega agreed to extend the maturity date of the facility to June 2035, increase the capacity of the secured revolving credit facility from $ 250.5 million to $ 320.0 million, including PIK interest applied to the principal, and convert the 7 % cash interest due on the secured revolving credit facility to all PIK interest in 2023, with 1 % cash interest and 6 % PIK interest beginning in 2024, which increases to 4 % cash interest and 3 % PIK interest in 2025 and through the maturity date. The maximum PIK interest allowable under the credit facility, as amended, is $ 52.2 million. This amendment was treated as a loan modification provided to a borrower experiencing financial difficulty. During the first quarter of 2024, Maplewood failed to make cash interest payments of $ 0.5 million that were required under the loan agreement. Following the missed interest payments in the first quarter of 2024, we reviewed the characteristics associated with the loan and borrower and adjusted the internal risk rating on the loan, utilized as a component of our allowance for credit loss calculation, from a 4 to a 5 to reflect the increased risk associated with the loan. The Maplewood risk rating adjustment was the primary reason for the increase in the allowance for credit losses presented in Note 7 – Allowance for Credit Losses. Omega previously adjusted the internal risk rating on the Maplewood loan from a 3 to a 4 in the second quarter of 2023 when Maplewood began to short-pay contractual rent under its lease agreement. We are in discussions with Maplewood to amend the loan agreement. The revolving credit facility is secured by a leasehold mortgage on certain Maplewood facilities. Additionally, the principal on the revolving credit facility is required to be repaid prior to Maplewood receiving any share of residual profit as a result of a sale of the facilities subject to the Maplewood master lease. During the three months ended March 31, 2023, we recorded interest income of $ 1.5 million on the secured revolving credit facility for the contractual interest payment received related to December 2022, as the loan was placed on non-accrual status for interest recognition during the fourth quarter of 2022. We did not record any interest income related to the PIK interest during the three months ended March 31, 2024 and 2023. As of March 31, 2024, the amortized cost basis of this loan was $ 263.6 million, which represents 19.6 % of the total amortized cost basis of all real estate loan receivables. As of March 31, 2024, the remaining commitment under the secured revolving credit facility, including the unrecognized PIK interest, was $ 33.9 million. NOTE 6 – NON-REAL ESTATE LOANS RECEIVABLE Our non-real estate loans consist of fixed and variable rate loans to operators 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 March 31, 2024, we had 45 loans with 22 different borrowers. A summary of our non-real estate loans by borrower and/or guarantor is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2024 2023 ​ ​ ​ (in thousands) ​ Notes due 2024 - 2029 ; interest at 11.20 % (1) ​ $ 92,851 ​ $ 92,681 ​ Notes due 2036 ; interest at 5.63 % ​ ​ 76,684 ​ 77,854 ​ Notes due 2024 - 2026 ; interest at 10.99 % (1) ​ ​ 49,970 ​ ​ 53,300 ​ Note due 2025 ; interest at 7.83 % (2) ​ ​ 44,249 ​ ​ 44,999 ​ Notes due 2036 ; interest at 2.00 % ​ ​ 32,308 ​ ​ 32,308 ​ Other notes outstanding (3) ​ 94,224 ​ 96,104 ​ Non-real estate loans receivable – gross ​ ​ 390,286 ​ ​ 397,246 ​ Allowance for credit losses on non-real estate loans receivable ​ ​ ( 120,944 ) ​ ​ ( 121,631 ) ​ Total non-real estate loans receivable – net ​ $ 269,342 ​ $ 275,615 ​ (1) Approximates the weighted average interest rate as of March 31, 2024. (2) During the first quarter of 2024, this loan was amended to, among other items, extend the maturity date to December 31, 2025 , modify the mandatory principal payments required under the loan, reduce the maximum principal under the loan from $ 55.0 million to $ 45.0 million and increase the interest rate on borrowings in excess of $ 15.0 million to 8 % in January 2024, with further interest rate increases to 9 % and 10 % in April 2024 and June 2024, respectively. The interest rate remains at 7.5 % for borrowings that do not exceed $ 15.0 million. The interest rate above represents the weighted average interest rate as of March 31, 2024. (3) Other notes outstanding have a weighted average interest rate of 8.09 % as of March 31, 2024, with maturity dates ranging from 2024 through 2030 (with $ 7.6 million maturing in 2024 ). Three of the other notes outstanding with an aggregate principal balance of $ 10.1 million are past due and have been written down to the estimated fair value of the underlying collateral of zero , through our allowance for credit losses. 14 Table of Contents For the three months ended March 31, 2024 and 2023, non-real estate loans generated interest income of $ 7.1 million and $ 5.0 million, respectively. Interest income on non-real estate loans is included within interest income on the Consolidated Statements of Operations. During the three months ended March 31, 2024, we did not fund any new non-real estate loans. We advanced $ 4.1 million under existing working capital loans during the three months ended March 31, 2024. We received principal repayments of $ 6.9 million on existing non-real estate loans during the three months ended March 31, 2024. Included below is additional discussion on any significant new loans issued and/or significant updates to any existing loans. Notes due 2036 ; interest at 5.63 % As discussed in Note 4 – 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. The outstanding principal of the Agemo Term Loan was refinanced into a new $ 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 was combined and refinanced into a new $ 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 5.63 % per annum through October 2024, which increases to 5.71 % per annum until maturity. The Agemo Replacement Loans mature on December 31, 2036 . These amendments were treated as loan modifications provided to a borrower experiencing financial difficulty. Agemo resumed making interest payments for the Agemo Replacement Loans in May 2023 in accordance with the terms of the restructuring agreement. The Agemo Replacement Loans are on non-accrual status, and we are utilizing the cost recovery method, under which any payments we receive are applied against the principal amount. During the three months ended March 31, 2024, we received $ 1.2 million of interest payments from Agemo that we applied against the outstanding principal of the loans, and we recognized a recovery for credit loss equal to the amount of payments applied against principal. As of March 31, 2024, the amortized cost basis of these loans was $ 76.7 million, which represents 19.6 % of the total amortized cost basis of all non-real estate loan receivables. The total reserve as of March 31, 2024 related to the Agemo Replacement Loans was $ 71.5 million, which reserves the loan down to the fair value of the underlying collateral, consisting of a second lien on the accounts receivable of Agemo. Notes due 2036 ; interest at 2.00 % We have two term loans with LaVie, an $ 8.3 million term loan and a $ 25.0 million term loan, that bear interest at 2 % (which is all PIK interest) and mature on November 30, 2036 . As of March 31, 2024, the amortized cost basis of these loans was $ 32.3 million, which represents 8.3 % of the total amortized cost basis of all non-real estate loan receivables. The total reserve as of March 31, 2024 related to these loans was $ 28.7 million, which reserves the loan down to the fair value of the underlying collateral consisting of a second lien on the accounts receivable of the operator. 15 Table of Contents NOTE 7 – ALLOWANCE FOR CREDIT LOSSES A rollforward of our allowance for credit losses for the three months ended March 31, 2024 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating ​ Financial Statement Line Item Allowance for Credit Loss as of December 31, 2023 ​ Provision (Recovery) for Credit Loss for the three months ended March 31, 2024 (1) ​ Write-offs charged against allowance for the three months ended March 31, 2024 ​ Allowance for Credit Loss as of March 31, 2024 ​ ​ ​ (in thousands) 1 ​ Real estate loan receivable $ 1,501 ​ $ ( 193 ) ​ $ — ​ $ 1,308 2 ​ Real estate loans receivable ​ 291 ​ ​ 269 ​ ​ — ​ ​ 560 3 ​ Real estate loans receivable ​ 12,635 ​ ​ 1,056 ​ ​ — ​ ​ 13,691 4 ​ Real estate loans receivable ​ 65,113 ​ ​ ( 29,915 ) (2) ​ — ​ ​ 35,198 5 ​ Real estate loans receivable ​ — ​ ​ 38,235 (2) ​ — ​ ​ 38,235 6 ​ Real estate loans receivable ​ 11,450 ​ ​ — ​ ​ — ​ ​ 11,450 ​ ​ Sub-total ​ 90,990 ​ ​ 9,452 ​ ​ — ​ ​ 100,442 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5 ​ Investment in direct financing leases ​ 2,489 ​ ​ ( 191 ) ​ ​ — ​ ​ 2,298 ​ ​ Sub-total ​ 2,489 ​ ​ ( 191 ) ​ ​ — ​ ​ 2,298 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Non-real estate loans receivable ​ 1,151 ​ ​ 191 ​ ​ — ​ ​ 1,342 3 ​ Non-real estate loans receivable ​ 3,903 ​ ​ 206 ​ ​ — ​ ​ 4,109 4 ​ Non-real estate loans receivable ​ 720 ​ ​ ( 110 ) ​ ​ — ​ ​ 610 5 ​ Non-real estate loans receivable ​ 43,404 ​ ​ 2,723 ​ ​ — ​ ​ 46,127 6 ​ Non-real estate loans receivable ​ 72,453 ​ ​ ( 605 ) ​ ​ ( 3,092 ) ​ ​ 68,756 ​ ​ Sub-total ​ 121,631 ​ ​ 2,405 (3) ​ ( 3,092 ) ​ ​ 120,944 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Unfunded real estate loan commitments ​ 10 ​ ​ ( 5 ) ​ ​ — ​ ​ 5 3 ​ Unfunded real estate loan commitments ​ 335 ​ ​ 121 ​ ​ — ​ ​ 456 4 ​ Unfunded real estate loan commitments ​ 4,314 ​ ​ ( 4,239 ) ​ ​ — ​ ​ 75 5 ​ Unfunded real estate loan commitments ​ — ​ ​ 4,924 ​ ​ — ​ ​ 4,924 2 ​ Unfunded non-real estate loan commitments ​ 692 ​ ​ ( 112 ) ​ ​ — ​ ​ 580 3 ​ Unfunded non-real estate loan commitments ​ 46 ​ ​ ( 2 ) ​ ​ — ​ ​ 44 4 ​ Unfunded non-real estate loan commitments ​ 63 ​ ​ ( 21 ) ​ ​ — ​ ​ 42 5 ​ Unfunded non-real estate loan commitments ​ 1,594 ​ ​ ( 1,594 ) ​ ​ — ​ ​ — ​ ​ Sub-total ​ 7,054 ​ ​ ( 928 ) ​ ​ — ​ ​ 6,126 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 222,164 ​ $ 10,738 ​ $ ( 3,092 ) ​ $ 229,810 ​ (1) During the three months ended March 31, 2024, we received proceeds of $ 2.3 million from the liquidating trust related to the $ 25.0 million senior unsecured debtor in possession facility to Gulf Coast Health Care LLC, which resulted in a recovery for credit losses of $ 2.3 million that is not included in the rollforward above since we had previously written-off the loan balance and related reserves. (2) Amount reflects the movement of reserves associated with Maplewood’s secured revolving credit facility due to an adjustment to the internal risk rating on the loan from a 4 to a 5 during the first quarter of 2024. See Note 5 – Real Estate Loans Receivable for additional information. (3) This amount includes cash recoveries of $ 1.2 million related to interest payments received on loans that are written down to fair value and are being accounted for under the cost recovery method in which any payments received are applied directly against the principal balance outstanding. This amount also includes $ 0.2 million related to principal payments received on loans that were fully reserved. 16 Table of Contents A rollforward of our allowance for credit losses for the three months ended March 31, 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating ​ Financial Statement Line Item Allowance for Credit Loss at December 31, 2022 ​ Provision (Recovery) for Credit Loss for the three months ended March 31, 2023 ​ Write-offs charged against allowance for the three months ended March 31, 2023 ​ Other additions to the allowance for the three months ended March 31, 2023 ​ Allowance for Credit Loss as of March 31, 2023 ​ ​ ​ (in thousands) 1 ​ Real estate loans receivable $ 162 ​ $ 351 ​ $ — ​ $ — ​ $ 513 2 ​ Real estate loans receivable ​ 157 ​ ​ ( 111 ) ​ ​ ​ ​ ​ — ​ ​ 46 3 ​ Real estate loans receivable ​ 15,110 ​ ​ ( 421 ) ​ ​ — ​ ​ — ​ ​ 14,689 4 ​ Real estate loans receivable ​ 33,666 ​ ​ ( 9,445 ) ​ ​ — ​ ​ — ​ ​ 24,221 6 ​ Real estate loans receivable ​ 52,265 ​ ​ ( 2,294 ) ​ ​ — ​ ​ — ​ ​ 49,971 ​ ​ Sub-total ​ 101,360 ​ ​ ( 11,920 ) ​ ​ — ​ ​ — ​ ​ 89,440 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5 ​ Investment in direct financing leases ​ 2,816 ​ ​ ( 193 ) ​ ​ — ​ ​ — ​ ​ 2,623 ​ ​ Sub-total ​ 2,816 ​ ​ ( 193 ) ​ ​ — ​ ​ — ​ ​ 2,623 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 ​ Non-real estate loans receivable ​ 859 ​ ​ ( 567 ) ​ ​ — ​ ​ — ​ ​ 292 3 ​ Non-real estate loans receivable ​ 2,079 ​ ​ ( 1,727 ) ​ ​ — ​ ​ — ​ ​ 352 4 ​ Non-real estate loans receivable ​ 634 ​ ​ ( 361 ) ​ ​ — ​ ​ — ​ ​ 273 5 ​ Non-real estate loans receivable ​ 18,619 ​ ​ 66 ​ ​ — ​ ​ 25,200 (1) ​ 43,885 6 ​ Non-real estate loans receivable ​ 61,677 ​ ​ 8,086 ​ ​ — ​ ​ — ​ ​ 69,763 ​ ​ Sub-total ​ 83,868 ​ ​ 5,497 ​ ​ — ​ ​ 25,200 ​ ​ 114,565 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3 ​ Unfunded real estate loan commitments ​ — ​ ​ 2,660 ​ ​ — ​ ​ — ​ ​ 2,660 4 ​ Unfunded real estate loan commitments ​ 84 ​ ​ ( 62 ) ​ ​ — ​ ​ — ​ ​ 22 2 ​ Unfunded non-real estate loan commitments ​ 207 ​ ​ ( 96 ) ​ ​ — ​ ​ — ​ ​ 111 3 ​ Unfunded non-real estate loan commitments ​ 29 ​ ​ ( 23 ) ​ ​ — ​ ​ — ​ ​ 6 6 ​ Unfunded non-real estate loan commitments ​ — ​ ​ 80 ​ ​ — ​ ​ — ​ ​ 80 ​ ​ ​ ​ 320 ​ ​ 2,559 ​ ​ — ​ ​ — ​ ​ 2,879 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 188,364 ​ $ ( 4,057 ) (2) $ — ​ $ 25,200 ​ $ 209,507 (1) This amount relates to the additional $ 25.2 million allowance recorded during the first quarter of 2023 to reserve the aggregate deferred rent amount that is included within Agemo Replacement Loan B. (2) The amount includes cash recoveries of $ 2.5 million related to interest payments received on loans that are written down to fair value and are being accounted for under the cost recovery method in which any payments received are applied directly against the principal balance outstanding. This amount also includes $ 0.4 million related to principal payments received on loans that were fully reserved. 17 Table of Contents A summary of our amortized cost basis by year of origination and credit quality indicator is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rating Financial Statement Line Item 2024 2023 2022 2021 2020 2019 2018 & older Revolving Loans Balance as of March 31, 2024 ​ ​ (in thousands) 1 Real estate loans receivable $ — $ — $ 20,000 $ — $ — $ — $ 61,533 $ — $ 81,533 2 Real estate loans receivable ​ 11,700 ​ 8,257 ​ — ​ — ​ 21,325 ​ — ​ — ​ — ​ 41,282 3 Real estate loans receivable ​ 23,257 ​ 172,393 ​ 30,600 ​ 72,420 ​ — ​ — ​ — ​ — ​ 298,670 4 Real estate loans receivable ​ 6,016 ​ 89,594 ​ — ​ 30,627 ​ 82,781 ​ — ​ 439,965 ​ — ​ 648,983 5 Real estate loans receivable ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 263,580 ​ 263,580 6 Real estate loans receivable ​ — ​ — ​ — ​ — ​ — ​ — ​ 12,922 ​ — ​ 12,922 ​ Sub-total ​ 40,973 ​ 270,244 ​ 50,600 ​ 103,047 ​ 104,106 ​ — ​ 514,420 ​ 263,580 ​ 1,346,970 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5 Investment in direct financing leases ​ — ​ — ​ — ​ — ​ — ​ — ​ 11,171 ​ — ​ 11,171 ​ Sub-total ​ — ​ — ​ — ​ — ​ — ​ — ​ 11,171 ​ — ​ 11,171 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2 Non-real estate loans receivable ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ 114,398 ​ 114,398 3 Non-real estate loans receivable ​ — ​ 88,276 ​ 20,000 ​ — ​ — ​ 3,653 ​ 667 ​ 8,550 ​ 121,146 4 Non-real estate loans receivable ​ — ​ 1,105 ​ — ​ — ​ — ​ 667 ​ 1,000 ​ 26,033 ​ 28,805 5 Non-real estate loans receivable ​ — ​ 4,190 ​ — ​ — ​ — ​ 2,274 ​ 47,117 ​ — ​ 53,581 6 Non-real estate loans receivable ​ — ​ 5,924 ​ 24,457 ​ 7,851 ​ — ​ — ​ 29,567 ​ 4,557 ​ 72,356 ​ Sub-total ​ — ​ 99,495 ​ 44,457 ​ 7,851 ​ — ​ 6,594 ​ 78,351 ​ 153,538 ​ 390,286 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ 40,973 $ 369,739 $ 95,057 $ 110,898 $ 104,106 $ 6,594 $ 603,942 $ 417,118 $ 1,748,427 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year to date gross write-offs $ — $ — $ — $ — $ — $ — $ ( 3,092 ) $ — $ ( 3,092 ) ​ 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 March 31, 2024 and December 31, 2023, we have excluded $ 10.8 million and $ 10.2 million, respectively, of contractual interest receivables and $ 2.4 million and $ 3.1 million, respectively, of effective yield interest receivables from our allowance for credit losses. We write-off contractual interest receivables to provision for credit losses in the period we determine the interest is no longer considered collectible. During the three months ended March 31, 2024 and 2023, we recognized $ 1.0 million and $ 1.5 million, respectively, of interest income related to loans on non-accrual status as of March 31, 2024. NOTE 8 – VARIABLE INTEREST ENTITIES Unconsolidated 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. 18 Table of Contents Below is a summary of our assets, liabilities, collateral and maximum exposure to loss associated with these unconsolidated VIEs as of March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ 2024 ​ 2023 ​ ​ ​ (in thousands) ​ Assets ​ ​ ​ ​ ​ ​ ​ Real estate assets – net ​ $ 1,012,089 ​ $ 996,540 ​ Assets held for sale ​ ​ — ​ ​ 66,130 ​ Real estate loans receivable – net ​ 400,068 ​ ​ 370,147 ​ Investments in unconsolidated joint ventures ​ ​ 9,016 ​ ​ 9,009 ​ Non-real estate loans receivable – net ​ 9,965 ​ ​ 10,679 ​ Contractual receivables – net ​ 544 ​ ​ 746 ​ Other assets ​ ​ 711 ​ ​ 1,423 ​ Total assets ​ 1,432,393 ​ 1,454,674 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ Accrued expenses and other liabilities ​ ​ ( 47,048 ) ​ ​ ( 46,677 ) ​ Total liabilities ​ ( 47,048 ) ​ ( 46,677 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Collateral ​ ​ ​ Personal guarantee ​ ( 48,000 ) ​ ​ ( 48,000 ) ​ Other collateral (1) ​ ( 1,078,671 ) ​ ​ ( 1,105,383 ) ​ Total collateral ​ ( 1,126,671 ) ​ ​ ( 1,153,383 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum exposure to loss ​ $ 258,674 ​ $ 254,614 ​ (1) Amount excludes accounts receivable that Omega has a security interest in as collateral under the two loans with operators that are unconsolidated VIEs. The fair value of the accounts receivable available to Omega was $ 8.1 million and $ 8.9 million as of March 31, 2024 and December 31, 2023, respectively. In determining our maximum exposure to loss from the unconsolidated VIEs, we considered the underlying carrying value of the real estate subject to leases with the operator 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 unconsolidated VIEs for the three months ended March 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ 2024 ​ 2023 ​ ​ ​ (in thousands) Revenue ​ ​ ​ Rental income ​ ​ $ 19,128 ​ $ 9,838 Interest income ​ ​ 2,964 ​ 2,106 Total ​ ​ $ 22,092 ​ $ 11,944 ​ Consolidated VIEs We own a partial equity interest in a joint venture that we have determined is a VIE. We have consolidated this VIE because 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 and obligation to absorb losses arising from the joint venture. As of March 31, 2024 and December 31, 2023, this joint venture has $ 28.0 million and $ 27.9 million, respectively, of total assets, and $ 21.0 million and $ 20.7 million, respectively, of total liabilities, which are included in our Consolidated Balance Sheets. 19 Table of Contents NOTE 9 – INVESTMENTS IN JOINT VENTURES Unconsolidated Joint Ventures The following is a summary of our investments in unconsolidated joint ventures (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Amount ​ ​ Ownership ​ Facility ​ Facility ​ March 31, ​ December 31, Entity ​ % (1) ​ Type ​ Count (1) ​ 2024 2023 Second Spring Healthcare Investment ​ 15 % ​ SNF ​ — ​ $ 8,336 $ 8,945 Lakeway Realty, L.L.C. (2) ​ 51 % ​ Specialty facility ​ 1 ​ ​ 68,569 ​ ​ 68,902 Cindat Joint Venture ​ 49 % ​ ALF ​ 63 ​ ​ 95,979 ​ ​ 97,559 OMG Senior Housing, LLC ​ 50 % ​ Specialty facility ​ 1 ​ — ​ — OH CHS SNP, Inc. ​ 9 % ​ N/A ​ N/A ​ ​ 794 ​ ​ 752 RCA NH Holdings RE Co., LLC (2)(3) ​ 20 % ​ SNF ​ 5 ​ ​ 3,400 ​ ​ 3,400 WV Pharm Holdings, LLC (2)(3) ​ 20 % ​ N/A ​ N/A ​ ​ 3,000 ​ ​ 3,000 OMG-Form Senior Holdings, LLC (2)(3) ​ 49 % ​ ALF ​ 1 ​ ​ 2,617 ​ ​ 2,609 CHS OHI Insight Holdings, LLC ​ 25 % ​ N/A ​ N/A ​ ​ 3,242 ​ ​ 3,242 ​ ​ ​ ​ ​ ​ ​ ​ $ 185,937 ​ $ 188,409 (1) Ownership percentages and facility counts are as of March 31, 2024. (2) As of March 31, 2024 and December 31, 2023, we have an aggregate of $ 79.6 million of loans outstanding with these joint ventures. (3) These joint ventures are unconsolidated VIEs and therefore are included in the tables in Note 8 – Variable Interest Entities. ​ The following table reflects our income (loss) from unconsolidated joint ventures for the three months ended March 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, Entity ​ 2024 2023 ​ ​ (in thousands) Second Spring Healthcare Investments ​ $ 235 ​ $ 289 Lakeway Realty, L.L.C. ​ ​ 691 ​ 679 Cindat Joint Venture ​ ( 705 ) ​ 1 OMG Senior Housing, LLC ​ ( 112 ) ​ ( 220 ) OH CHS SNP, Inc. ​ 42 ​ 82 OMG-Form Senior Holdings, LLC ​ ​ ( 53 ) ​ ​ — Total ​ $ 98 ​ $ 831 ​ NOTE 10 – GOODWILL AND OTHER INTANGIBLES The following is a summary of our goodwill as of March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ (in thousands) Balance as of December 31, 2023 ​ $ 643,897 Foreign currency translation ​ ( 119 ) Balance as of March 31, 2024 ​ $ 643,778 20 Table of Contents ​ The following is a summary of our intangible assets and liabilities as of March 31, 2024 and December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2024 ​ 2023 ​ ​ ​ (in thousands) ​ Assets: ​ ​ ​ ​ Above market leases ​ $ 4,214 ​ $ 4,214 ​ Accumulated amortization ​ ( 3,547 ) ( 3,532 ) ​ Net above market leases ​ $ 667 ​ $ 682 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ Below market leases ​ $ 48,791 ​ $ 48,791 ​ Accumulated amortization ​ ( 37,723 ) ( 37,177 ) ​ Net below market leases ​ $ 11,068 ​ $ 11,614 ​ ​ 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. For the three months ended March 31, 2024 and 2023, our net amortization related to intangibles was $ 0.5 million and $ 6.1 million, respectively. The estimated net amortization related to these intangibles for the remainder of 2024 and the next four years is as follows: remainder of 2024 – $ 1.6 million; 2025 – $ 2.1 million; 2026 – $ 1.8 million; 2027 – $ 1.5 million and 2028 – $ 0.9 million. As of March 31, 2024, the weighted average remaining amortization period of above market lease assets is 13 years and below market lease liabilities is seven years . ​ NOTE 11 – CONCENTRATION OF RISK As of March 31, 2024, our portfolio of real estate investments (including properties associated with mortgages, direct financing leases, assets held for sale and consolidated joint ventures) consisted of 896 healthcare facilities, located in 42 states and the U.K. and operated by 78 third-party operators. Our investment in these facilities, net of impairments and allowances, totaled $ 9.2 billion at March 31, 2024, with 97 % of our real estate investments related to long-term healthcare facilities. Our portfolio is made up of (i) 590 SNFs, 189 ALFs, 19 ILFs, 19 specialty facilities and one medical office building, (ii) fixed rate mortgages on 47 SNFs, 12 ALFs, two specialty facilities and one ILF, and (iii) 16 facilities that are held for sale. At March 31, 2024, we also held other real estate loans receivable (excluding mortgages) of $ 502.6 million, non-real estate loans receivable of $ 269.3 million and $ 185.9 million of investments in nine unconsolidated joint ventures. As of March 31, 2024 and December 31, 2023, we had investments with one operator or manager that approximated or exceeded 10% of our total investments: Maplewood. Maplewood generated 4.7 % and 2.9 % of our total revenues for the three months ended March 31, 2024 and 2023, respectively. The revenue associated with Maplewood for the three months ended March 31, 2023 reflects a reduction of revenue of $ 12.5 million related to a termination fee payment made by Omega as discussed in Note 4 – Contractual Receivables and Other Receivables and Lease Inducements. During the three months ended March 31, 2024, we also have one operator with total revenues that exceeded 10% of our total revenues: CommuniCare Health Services, Inc. (“CommuniCare”). CommuniCare generated 12.9 % and 9.6 % of our total revenues for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, CommuniCare represented 9.3 % of our total investments. As of March 31, 2024, the three states in which we had our highest concentration of investments were Texas ( 10.4 %), Indiana ( 6.8 %) and California ( 6.1 %). In addition, our concentration of investments in the U.K. is 6.8 %. 21 Table of Contents NOTE 12 – STOCKHOLDERS’ EQUITY Dividends The following is a summary of our declared cash dividends on common stock: ​ ​ ​ ​ ​ ​ Record ​ Payment ​ Dividend per Date Date Common Share February 5, 2024 ​ February 15, 2024 ​ $ 0.67 April 30, 2024 ​ May 15, 2024 ​ ​ 0.67 ​ Dividend Reinvestment and Common Stock Purchase Plan The following is a summary of the shares issued under the Dividend Reinvestment and Common Stock Purchase Plan for the three months ended March 31, 2024 and 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ Period Ended Shares issued ​ Gross Proceeds Three Months Ended March 31, 2023 82 ​ $ 2,278 Three Months Ended March 31, 2024 29 ​ ​ 882 ​ At-The-Market Offering Programs The following is a summary of the shares issued under our $ 1.0 billion At-The-Market Offering Program (“ATM Program”) for the three months ended March 31, 2024 and 2023 (in thousands except average price per share): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average Net Price ​ ​ ​ ​ ​ Period Ended Shares issued Per Share (1) Gross Proceeds Net Proceeds Three Months Ended March 31, 2023 — $ — $ — $ — Three Months Ended March 31, 2024 1,041 ​ 30.49 ​ 32,295 ​ 31,738 (1) Represents the average price per share after issuance costs. Accumulated Other Comprehensive Income (Loss) The following is a summary of our accumulated other comprehensive income (loss), net of tax where applicable: ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ 2024 2023 ​ (in thousands) Foreign currency translation $ ( 55,780 ) $ ( 69,170 ) Derivative instruments designated as cash flow hedges (1) ​ 81,988 ​ ​ 76,806 Derivative instruments designated as net investment hedges 5,653 ​ 13,593 Total accumulated other comprehensive income before noncontrolling interest 31,861 ​ 21,229 Add: portion included in noncontrolling interest ( 9 ) ​ 304 Total accumulated other comprehensive income for Omega $ 31,852 ​ $ 21,533 (1) During the three months ended March 31, 2024 and 2023, we reclassified $ 2.6 million and $ 1.1 million, respectively, of realized gains out of accumulated other comprehensive income into interest expense on our Consolidated Statements of Operations associated with our cash flow hedges. ​ ​ ​ 22 Table of Contents NOTE 13 – TAXES Omega was organized, has operated and intends 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 2023, 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 Omega to fail the requirements for qualification as a REIT also. We have elected to treat certain of our active subsidiaries as taxable REIT subsidiaries (“TRSs”). Our domestic TRSs are subject to federal, state and local income taxes at the applicable corporate rates. As of March 31, 2024, one of our TRSs that is subject to income taxes at the applicable corporate rates had a net operating loss (“NOL”) carry-forward of $ 9.8 million. Our NOL carry-forward was partially reserved as of March 31, 2024, 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. Our foreign subsidiaries are subject to foreign income taxes and withholding taxes. The majority of our U.K. portfolio elected to enter the U.K. REIT regime with an effective date of April 1, 2023. As of March 31, 2024, one of our U.K. subsidiaries had a NOL carryforward of $ 35.4 million. These U.K. 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. 23 Table of Contents The following is a summary of deferred tax assets and liabilities (which are recorded in other assets and accrued expenses and other liabilities in our Consolidated Balance Sheets): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2024 2023 ​ ​ (in thousands) U.S. Federal net operating loss carryforward ​ $ 2,048 ​ $ 2,079 Valuation allowance on deferred tax asset ​ ( 1,996 ) ​ ( 2,024 ) Foreign net operating loss carryforward ​ ​ 8,857 ​ ​ 9,491 Net deferred tax asset ​ $ 8,909 ​ $ 9,546 ​ ​ ​ ​ ​ ​ ​ Foreign deferred tax liability (1) ​ $ 1,426 ​ $ 1,508 Net deferred tax liability ​ $ 1,426 ​ $ 1,508 (1) The deferred tax liability resulted from book to tax differences recorded in the U.S. relating to depreciation and revenue recognition in the U.K. recognized upon the majority of our U.K. portfolio entering the U.K. REIT regime effective April 1, 2023. The following is a summary of our provision for income taxes: ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 ​ (in millions) Federal, state and local income tax expense $ 0.5 $ 0.3 Foreign income tax expense (benefit) (1) ​ 2.1 ​ ( 1.6 ) Total income tax expense (benefit) (2) $ 2.6 ​ $ ( 1.3 ) (1) The benefit for the three months ended March 31, 2023 primarily relates to adjustments made to our deferred tax assets and liabilities as a result of the majority of our U.K. portfolio electing to enter into the U.K. REIT regime effective April 1, 2023. (2) The above amounts do not include gross income receipts or franchise taxes payable to certain states and municipalities. NOTE 14 – STOCK-BASED COMPENSATION Stock-based compensation expense was $ 9.2 million and $ 8.7 million for the three months ended March 31, 2024 and 2023, respectively. Stock-based compensation expense is included within general and administrative expenses on our Consolidated Statements of Operations. We granted 259,781 time-based profits interest units (“PIUs”) during the first quarter of 2024 to certain officers and employees, and those units vest on December 31, 2026 ( three years after the grant date), subject to continued employment and vesting in connection with certain other events. We granted 2,297,064 performance-based PIUs during the first quarter of 2024 to certain officers and employees, which are earned based on the level of performance over the performance period (normally three years ) and vest quarterly in the four th year, subject to continued employment and vesting in connection with certain other events. We also granted 71,106 performance-based restricted stock units (“RSUs”) during the first quarter of 2024 to certain employees, which are earned based on the level of performance over the performance period (normally three years ) and vest on December 31, 2026, subject to continued employment. Time-based and performance-based grants made to named executive officers and key employees that meet certain conditions under the Company’s retirement policy (length of service, age, etc.) vest on an accelerated basis pursuant to the terms of our 2018 Stock Incentive Plan. 24 Table of Contents NOTE 15 – BORROWING ACTIVITIES AND ARRANGEMENTS The following is a summary of our borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest Rate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ as of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ March 31, ​ December 31, ​ Maturity 2024 ​ 2024 2023 ​ ​ ​ ​ (in thousands) Secured borrowings: ​ ​ ​ HUD mortgages (1) ​ 2049 - 2051 ​ N/A ​ ​ $ — ​ $ 41,878 2024 term loan (2) 2024 10.83 % ​ ​ 20,145 ​ ​ 20,085 Total secured borrowings ​ ​ ​ ​ ​ ​ ​ 20,145 ​ ​ 61,963 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unsecured borrowings: ​ ​ ​ Revolving credit facility (3)(4) 2025 6.64 % ​ 20,213 ​ 20,397 ​ ​ ​ ​ ​ ​ ​ ​ 20,213 ​ ​ 20,397 Senior notes and other unsecured borrowings: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 notes (3)(5) 2024 4.95 % ​ 400,000 ​ 400,000 2025 notes (3) 2025 4.50 % ​ 400,000 ​ 400,000 2026 notes (3) 2026 5.25 % ​ 600,000 ​ 600,000 2027 notes (3) 2027 4.50 % ​ 700,000 ​ 700,000 2028 notes (3) 2028 4.75 % ​ 550,000 ​ 550,000 2029 notes (3) 2029 3.63 % ​ 500,000 ​ 500,000 2031 notes (3) ​ 2031 ​ 3.38 % ​ ​ 700,000 ​ ​ 700,000 2033 notes (3) ​ 2033 ​ 3.25 % ​ ​ 700,000 ​ ​ 700,000 2025 term loan (3)(6) ​ 2025 5.60 % ​ 428,500 ​ 428,500 OP term loan (7)(8) 2025 5.52 % ​ 50,000 ​ 50,000 Deferred financing costs – net ​ ​ ​ ( 18,958 ) ​ ( 20,442 ) Discount – net ​ ​ ( 21,748 ) ​ ( 23,102 ) Total senior notes and other unsecured borrowings – net ​ ​ 4,987,794 ​ 4,984,956 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total unsecured borrowings – net ​ ​ 5,008,007 ​ 5,005,353 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total secured and unsecured borrowings – net (9)(10) ​ ​ $ 5,028,152 ​ $ 5,067,316 (1) Wholly owned subsidiaries of Omega OP were the obligors on these borrowings. During the first quarter of 2024, the remaining nine HUD mortgages with outstanding principal of $ 41.6 million were paid off. The payoff also included a $ 1.3 million prepayment fee, which is included in loss on debt extinguishment on our Consolidated Statements of Operations. (2) Borrowing is the debt of the consolidated joint venture discussed in Note 8 – 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. During the first quarter of 2024, this loan was extended from February 29, 2024 to April 30, 2024 . During the second quarter of 2024, the company repaid this loan using available cash and proceeds from our revolving credit facility. (3) Guaranteed by Omega OP. (4) As of March 31, 2024, 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 U.S. Dollar tranche and on the GBP borrowings under the alternative currency tranche of the credit facility were 6.64 % and 6.51 % as of March 31, 2024, respectively. (5) The Company repaid the $ 400 million of 4.95 % senior notes on the April 1, 2024 maturity date using available cash and proceeds from our revolving credit facility. (6) The weighted average interest rate of the $ 428.5 million 2025 term loan has been adjusted to reflect the impact of the interest rate swaps that effectively fix the SOFR-based portion of the interest rate at 4.047 % . (7) Omega OP is the obligor on this borrowing. (8) The weighted average interest rate of the $ 50 million OP term loan has been adjusted to reflect the impact of the interest rate swaps that effectively fix the SOFR-based portion of the interest rate at 3.957 % . (9) All borrowings are direct borrowings of Parent unless otherwise noted. (10) Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of March 31, 2024 and December 31, 2023, we were in compliance with all applicable covenants for our borrowings . 25 Table of Contents NOTE 16 – DERIVATIVES AND HEDGING 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. As of March 31, 2024, we have 12 interest rate swaps with $ 478.5 million in notional value. The swaps are designated as cash flow hedges of the interest payments on two of Omega’s variable interest loans. Additionally, we have 11 foreign currency forward contracts with £ 258.0 million in notional value issued at a weighted average GBP-USD forward rate of 1.2899 that are designated as net investment hedges. On February 27, 2024, we terminated two foreign currency forward contracts that were entered into in March 2021 with notional amounts totaling £ 70.0 million. Omega received a net cash settlement of $ 8.4 million as a result of termination, which is included within net cash used in investing activities in the Consolidated Statements of Cash Flows. The $ 8.4 million related to the termination will remain in accumulated other comprehensive income until the underlying hedged items are liquidated. Concurrent with the termination of the two foreign currency forward contracts, also on February 27, 2024, we entered into three new foreign currency forward contracts with notional amounts totaling £ 78.0 million and a GBP-USD forward rate of 1.2707 , each of which mature between March 8, 2027 and March 7, 2031 . The new currency forward contracts hedge an intercompany loan between a U.S. and a U.K. subsidiary. The location and fair value of derivative instruments designated as hedges, at the respective balance sheet dates, were as follows: ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2024 2023 Cash flow hedges: (in thousands) Other assets $ 1,745 ​ $ — Accrued expenses and other liabilities $ 325 ​ $ 6,533 ​ ​ ​ ​ ​ ​ Net investment hedges: ​ ​ ​ ​ ​ Other assets $ 2,835 ​ $ 8,903 Accrued expenses and other liabilities $ 646 ​ $ 8 ​ The fair value of the interest rate swap 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 17 – 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). 26 Table of Contents At March 31, 2024 and December 31, 2023, the net carrying amounts and fair values of our other financial instruments were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ December 31, 2023 ​ Carrying Fair Carrying Fair ​ Amount Value Amount Value ​ ​ (in thousands) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investments in direct financing leases – net $ 8,873 ​ $ 8,873 $ 8,716 $ 8,716 Real estate loans receivable – net ​ 1,246,528 ​ 1,221,793 ​ 1,212,162 ​ 1,258,838 Non-real estate loans receivable – net ​ 269,342 ​ 276,042 ​ 275,615 ​ 279,710 Total ​ $ 1,524,743 ​ $ 1,506,708 ​ $ 1,496,493 ​ $ 1,547,264 Liabilities: ​ ​ ​ ​ Revolving credit facility ​ $ 20,213 ​ $ 20,213 ​ $ 20,397 ​ $ 20,397 2024 term loan ​ 20,145 ​ 19,750 ​ 20,085 ​ 19,750 2025 term loan ​ ​ 425,257 ​ ​ 428,500 ​ ​ 424,662 ​ ​ 428,500 OP term loan ​ 49,890 ​ 50,000 ​ 49,864 ​ 50,000 4.95 % notes due 2024 – net ​ 400,000 ​ 400,000 ​ 399,747 ​ 398,888 4.50 % notes due 2025 – net ​ 399,397 ​ 395,600 ​ 399,207 ​ 393,240 5.25 % notes due 2026 – net ​ 598,730 ​ 596,094 ​ 598,553 ​ 596,508 4.50 % notes due 2027 – net ​ 695,668 ​ 677,411 ​ 695,302 ​ 671,538 4.75 % notes due 2028 – net ​ 546,177 ​ 530,992 ​ 545,925 ​ 528,704 3.63 % notes due 2029 – net ​ ​ 493,401 ​ ​ 446,305 ​ ​ 493,099 ​ ​ 440,785 3.38 % notes due 2031 – net ​ ​ 687,620 ​ ​ 597,492 ​ ​ 687,172 ​ ​ 594,734 3.25 % notes due 2033 – net ​ ​ 691,654 ​ ​ 566,881 ​ ​ 691,425 ​ ​ 564,809 HUD mortgages – net ​ ​ — ​ ​ — ​ ​ 41,878 ​ ​ 31,322 Total ​ $ 5,028,152 ​ $ 4,729,238 ​ $ 5,067,316 ​ $ 4,739,175 ​ 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 in our Annual Report on Form 10-K for the year ended December 31, 2023). 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 receivables are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3). ● 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). ● Revolving credit facility, OP term loan, 2024 term loan and 2025 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 was estimated using an expected present value technique based on quotes obtained by HUD debt brokers (Level 2). 27 Table of Contents NOTE 18 – COMMITMENTS AND CONTINGENCIES Litigation Shareholder Litigation Certain derivative actions have been brought against three of the Company’s officers, C. Taylor Pickett, Robert O. Stephenson, and Daniel J. Booth, and certain current and former directors of the Company, asserting claims for breach of duty primarily relating to matters at issue in a securities class action in the Southern District of New York that was settled in 2023, including alleged failures 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, Orianna Health Systems (“Orianna”), the ability of Orianna to make timely rent payments and the impairment of certain of the Company’s leases and the uncollectibility of certain receivables concerning Orianna. 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 “Stourbridge Matter”). The complaint alleges, among other things, that the named defendants are responsible for the Company’s failure to disclose the financial condition of Orianna. 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. 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. The complaints allege, among other things, that the named defendants are responsible for the Company’s failure to disclose the financial condition of Orianna. Those actions were consolidated (together, the “Swan Matter”). 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 (the “Wojcik Matter”). The complaint alleges, among other things, that the named defendants are responsible for the Company’s failure to disclose the financial condition of Orianna, as well as certain alleged discriminatory conduct and lack of diversity concerning the Company. Wojcik also did not make a demand on the Company prior to filing suit. 28 Table of Contents The Company and individual defendants have reached an agreement in principle with each of the derivative plaintiffs to resolve these derivative actions, as reflected by written memoranda of understanding. The proposed settlements contemplate the Company’s adoption of certain non-monetary corporate governance enhancements and initiatives. In February 2024, formal stipulations of settlement, incorporating the substantive terms of the memoranda of understanding and detailing the proposed settlements’ operational terms, were submitted for court approval. In March 2024, the court overseeing the Stourbridge Matter and the Swan Matter issued an order granting preliminary approval to a proposed settlement reached with the plaintiffs in the Stourbridge Matter and the Swan Matter. That court scheduled a hearing on May 21, 2024, to determine whether it should issue an order for final approval of the proposed settlement in the Stourbridge Matter and the Swan Matter. In April 2024, the court overseeing the Wojcik Matter issued an order granting preliminary approval to the proposed settlement reached with the plaintiff in the Wojcik Matter. That court scheduled a hearing on June 24, 2024, to determine whether it should issue an order for final approval of the proposed settlement. The proposed settlements are without any admission of the allegations in the complaints, which the defendants deny. While the Company believes that it was and is in compliance with all applicable laws, in the fourth quarter of 2023, the Company recorded a $ 2.8 million legal reserve related to this matter which is included within accrued expenses and other liabilities on the Consolidated Balance Sheets. As the settlement amounts are to be paid by insurance, the Company concurrently recorded a receivable for $ 2.8 million within other assets on the Consolidated Balance Sheet, and consequently there is no impact to the Consolidated Statements of Operations related to these matters. 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 Debt 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 Debt Holders filed a motion to dismiss for lack of personal jurisdiction. On November 3, 2022, the Court granted the Debt Holders’ 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 and the issues are litigated in the Delaware Court (as defined below). 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 (the “Delaware Court”), 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. On July 10, 2023, the Delaware state court case stayed the proceeding pending further developments in the Maryland litigation. Omega believes that the claims are baseless and is evaluating procedural and substantive legal options in connection with this recently filed suit to the extent the stay is lifted. Other 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. 29 Table of Contents Indemnification Agreements In connection with certain facility transitions, we have agreed to indemnify certain operators in certain events. As of March 31, 2024, our maximum funding commitment under these indemnification agreements was $ 6.5 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. 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 March 31, 2024, are outlined in the table below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lessor construction and capital commitments under lease agreements ​ $ 162,651 ​ ​ Non-real estate loan commitments ​ 43,304 ​ ​ Real estate loan commitments ​ 51,092 ​ ​ Total remaining commitments (1) ​ $ 257,047 ​ ​ (1) Includes finance costs . ​ NOTE 19 – EARNINGS PER SHARE The following tables set forth the computation of basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 ​ ​ (in thousands, except per share amounts) Numerator: ​ ​ Net income available to common stockholders – basic ​ $ 67,361 ​ $ 35,942 Add: net income attributable to OP Units ​ 2,036 ​ 1,048 Net income available to common stockholders – diluted ​ $ 69,397 ​ $ 36,990 Denominator: ​ ​ Denominator for basic earnings per share ​ 246,071 ​ 234,954 Effect of dilutive securities: ​ ​ ​ ​ Common stock equivalents ​ 3,756 ​ 1,384 Noncontrolling interest – Omega OP Units ​ 7,437 ​ 6,850 Denominator for diluted earnings per share ​ 257,264 ​ 243,188 ​ ​ ​ ​ ​ ​ ​ Earnings per share – basic: ​ ​ Net income available to common stockholders ​ $ 0.27 ​ $ 0.15 Earnings per share – diluted: ​ ​ Net income available to common stockholders ​ $ 0.27 ​ $ 0.15 ​ ​ ​ 30 Table of Contents NOTE 20 – SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS The following are supplemental disclosures to the Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2024 2023 ​ (in thousands) ​ Reconciliation of cash and cash equivalents and restricted cash: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 361,773 ​ $ 245,182 ​ Restricted cash ​ 1,253 ​ 3,336 ​ Cash, cash equivalents and restricted cash at end of period ​ $ 363,026 ​ $ 248,518 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental information: ​ ​ ​ ​ ​ Interest paid during the period, net of amounts capitalized ​ $ 58,412 ​ $ 61,451 ​ Taxes paid during the period ​ $ 1,249 ​ $ 1,636 ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash financing activities: ​ ​ ​ Change in fair value of hedges ​ $ 9,675 ​ $ ( 13,516 ) ​ Remeasurement of debt denominated in a foreign currency ​ $ ( 184 ) ​ $ 538 ​ ​ NOTE 21 – SUBSEQUENT EVENTS New Investments In April 2024, we acquired one facility in Michigan for consideration of $ 31.0 million and leased it to an existing operator. The facility has an initial annual cash yield of 11.5 % with annual escalators of 2.0 % beginning in the third year. In May 2024, we acquired 32 facilities in the U.K. for aggregate consideration of $ 62.7 million and leased them to one new operator. The facilities have a weighted average initial annual cash yield of 10.0 % with annual escalators of 2.5 %. In May 2024, we funded $ 71.7 million in real estate loans to a U.K. operator. The loans have a weighted average interest rate of 10.0 % and a weighted average term of 6 months. Loan Repayments The Company repaid the $ 400 million of 4.95 % senior notes on the April 1, 2024 maturity date, using available cash and proceeds from our revolving credit facility. Subsequent to quarter end, the Company repaid the $ 19.8 million 2024 term loan, which was the debt of a consolidated joint venture and had a maturity date of April 30, 2024, using available cash and proceeds from our revolving credit facility. ​ ​ ​ ​ 31 Table of Contents