What changed in this filing

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Item 1. Financial Statements

2025-08-01 compared with 2025-05-02 · 324 added, 204 removed, 643 unchanged (45% of the section changed)

30 unchanged sentences

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 – 286,238 shares as of March 31, 2025 and 279,129 shares as of December 31, 2024

Common stock $ 0.10 par value authorized – 700,000 shares , issued and outstanding – 293,149 shares as of June 30, 2025 and 279,129 shares as of December 31, 2024

Additional paid-in capital

12 unchanged sentences

Three Months Ended

Six Months Ended

Rental income

7 unchanged sentences

Impairment on real estate properties

Provision for credit losses

(Recovery) provision for credit losses

Interest expense

3 unchanged sentences

Loss on debt extinguishment

Gain (loss) on assets sold – net

Gain on assets sold – net

Total other income

1 unchanged sentence

Income tax expense

Income from unconsolidated joint ventures

(Loss) income from unconsolidated joint ventures

Net income attributable to noncontrolling interest

8 unchanged sentences

Three Months Ended

Six Months Ended

Other comprehensive income (loss)

8 unchanged sentences

CONSOLIDATED STATEMENTS OF EQUITY

Three Months Ended March 31, 2025 and 2024

Three Months Ended June 30, 2025 and 2024

(in thousands, except per share amounts)

2 unchanged sentences

Noncontrolling

Balance at December 31, 2024

Balance at March 31, 2025

( 7,706,034 )

3 unchanged sentences

Vesting/exercising of Omega OP Units

Exchange and redemption of Omega OP Units

Omega OP Units distributions

Other comprehensive income

Balance at June 30, 2025

( 7,900,668 )

Balance at March 31, 2024

( 6,995,876 )

Stock related compensation

Issuance of common stock

Common dividends declared ($ 0.67 per share)

Vesting/exercising of Omega OP Units

Exchange and redemption of Omega OP Units

Omega OP Units distributions

Net change in noncontrolling interest holder in consolidated JV

Other comprehensive income

Balance at June 30, 2024

( 7,161,897 )

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

Six Months Ended June 30, 2025 and 2024

(in thousands, except per share amounts)

Comprehensive

Stockholders’

Noncontrolling

Balance at December 31, 2024

4 unchanged sentences

Vesting/exercising of Omega OP Units

Conversion and redemption of Omega OP Units to common stock

Exchange and redemption of Omega OP Units

Omega OP Units distributions

Other comprehensive income

Balance at March 31, 2024

Balance at June 30, 2025

( 7,900,668 )

Balance at December 31, 2023

( 6,831,061 )

Stock related compensation

Issuance of common stock

Common dividends declared ($ 1.34 per share)

Vesting/exercising of Omega OP Units

Exchange and redemption of Omega OP Units

Omega OP Units distributions

Net change in noncontrolling interest holder in consolidated JV

Other comprehensive income

Balance at June 30, 2024

( 7,161,897 )

See notes to consolidated financial statements.

OMEGA HEALTHCARE INVESTORS, INC.

1 unchanged sentence

Unaudited (in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

3 unchanged sentences

Straight-line rent and other write-offs

Provision for credit losses

Provision (recovery) for credit losses

Amortization of deferred financing costs and loss on debt extinguishment

Stock-based compensation expense

(Gain) loss on assets sold – net

Gain on assets sold – net

Straight-line rent and effective interest receivables

Interest paid-in-kind

(Income) loss from unconsolidated joint ventures

Loss from unconsolidated joint ventures

Other non-cash items

5 unchanged sentences

Cash flows from investing activities

Acquisition deposit

Acquisition of real estate

6 unchanged sentences

Capital improvements to real estate investments

Proceeds from net investment hedges

Proceeds from derivative instruments

Receipts from insurance proceeds

Net cash provided by (used in) investing activities

Net cash used in investing activities

Cash flows from financing activities

Proceeds from long-term borrowings

Payments of long-term borrowings

2 unchanged sentences

Dividends paid

Net payments to noncontrolling members of consolidated joint venture

Redemption of Omega OP Units

Distributions to Omega OP Unit Holders

Net cash used in financing activities

Net cash provided by (used in) financing activities

Effect of foreign currency translation on cash, cash equivalents and restricted cash

Decrease in cash, cash equivalents and restricted cash

Increase (decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

2 unchanged sentences

(“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 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”), including care homes in the U.K., 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”).

3 unchanged sentences

Omega has exclusive control over Omega OP’s day-to-day management pursuant to the partnership agreement governing Omega OP.

As of March 31, 2025, 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.

As of June 30, 2025, 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

9 unchanged sentences

Recent Accounting Pronouncements

ASU – 2024-01, Compensation – Stock Compensation (Topic 718):

Scope Application of Profits Interests and Similar Awards

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-01, which adds an example that illustrates how to apply the scope guidance to determine whether a profits interest award should be accounted for as a share-based payment arrangement under Topic 718 or another accounting standard.

The guidance is effective for the annual periods beginning after December 15, 2024 and interim periods within those annual periods.

The amendments may be applied either retrospectively or prospectively on the date of adoption.

Early adoption is permitted.

We adopted the guidance in the first quarter of 2025.

The Company evaluated and concluded that there is no impact of this new guidance on its financial statements.

ASU – 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements.

The guidance is effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

11 unchanged sentences

NOTE 2 – REAL ESTATE ASSETS

At March 31, 2025, our leased real estate properties included 575 SNFs, 296 ALFs, 19 ILFs, 18 specialty facilities and one medical office building.

At June 30, 2025, our leased real estate properties included 577 SNFs, 342 ALFs, 19 ILFs, 18 specialty facilities and one medical office building.

The following table summarizes the Company’s rental income:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Fixed income from operating leases

4 unchanged sentences

Asset Acquisitions

The following table summarizes the asset acquisitions that occurred during the three months ended March 31, 2025:

The following table summarizes the asset acquisitions that occurred during the six months ended June 30, 2025:

Total Real Estate

7 unchanged sentences

(2) Initial annual cash yield reflects the initial annual contractual cash rent divided by the purchase price.

In addition to the asset acquisitions disclosed above, we also made a £ 23.8 million deposit during the first quarter of 2025 which is discussed further in Note 18 – Commitments and Contingencies.

(3) In April 2025, the Company acquired 45 facilities in the U.K.

and the Bailiwick of Jersey (“Jersey”) for $ 344.2 million and leased the facilities to four existing and two new operators with a weighted average initial annual cash yield of 10.0 % with annual escalators of 1.7 % that ultimately increase to 2.5 % after year 5.

Construction in Progress and Capital Expenditure Investments

We invested $ 35.3 million and $ 21.4 million under our construction in progress and capital improvement programs during the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, construction in progress included three projects consisting of the development of a SNF in Virginia, a SNF in Florida and a SNF in Maryland.

We invested $ 27.4 million and $ 62.7 million under our construction in progress and capital improvement programs during the three and six months ended June 30, 2025, respectively.

We invested $ 34.8 million and $ 56.2 million under our construction in progress and capital improvement programs during the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, construction in progress included three projects consisting of the development of a SNF in Virginia, a SNF in Florida and a SNF in Maryland.

During the first quarter of 2025, we purchased a real estate property located in Maryland for approximately $ 4.0 million that will be redeveloped into a SNF.

Concurrent with the acquisition, we amended our lease with an existing operator to include the property in the lease.

In conjunction with the acquisition, we amended our lease agreement with an existing operator to incorporate the property.

We are committed to a maximum funding of $ 22.5 million for the development of the property.

As of March 31, 2025, $ 4.0 million was included in construction in progress related to this development project.

In February 2025, we placed a $ 201.8 million construction in progress project, Inspir Embassy Row, a development of an ALF in Washington D.C., into service and began recognizing rental income associated with this project.

As of June 30, 2025, $ 4.7 million was included in construction in progress related to this development project.

In February 2025, we completed and placed into service the $ 201.8 million Inspir Embassy Row construction in progress project, an ALF in Washington D.C., and began recognizing rental income from the facility.

The facility is subject to a 24-year single facility lease with an entity that is jointly owned by Maplewood Senior Living (along with affiliates, “Maplewood”) and a third-party investor.

The lease provides for an annual cash yield of 6 % in the first year following the completion of construction.

We recognized full contractual rental income of $ 2.1 million associated with the lease for the new facility for the three months ended March 31, 2025.

We recognized full contractual rental income of $ 3.2 million and $ 5.3 million related to the lease for the new facility for the three and six months ended June 30, 2025, respectively.

Direct Financing Lease

1 unchanged sentence

During the first quarter of 2025, we terminated the direct financing lease, along with several operating leases with the same operator, and entered into a new consolidated operating lease for all facilities leased to the operator.

In connection with the termination of the direct financing lease, we reclassified $ 9.4 million from investment in direct financing lease to real estate assets.

In connection with the termination of the direct financing lease, we reclassified $ 9.4 million from investment in direct financing lease to real estate assets during the first quarter of 2025.

In connection with the execution of the new consolidated lease agreement, we paid $ 10.0 million to the operator, which was treated as lease inducement.

6 unchanged sentences

Amount of assets held for sale (in thousands)

During the three months ended March 31, 2025, we sold 27 facilities ( 26 SNFs and one ALF) for $ 120.9 million in net cash proceeds.

As a result of these sales, we recognized a net gain of $ 10.1 million.

For one 12-facility sale recognized during the quarter, Omega could receive additional consideration, at a future date, contingent upon the occurrence of certain events that are outside of our control.

Given these events are not within Omega’s control, the uncertainty surrounding the timing of the events, and the probability of collection, we have not recognized any of this additional consideration as of the sale date.

During the three months ended March 31, 2024, we sold four facilities ( four SNFs) for approximately $ 10.1 million in net cash proceeds.

As a result of these sales, we recognized a net loss of $ 1.4 million.

During the second quarter of 2025, we reclassified two SNFs to assets held for sale as a result of an operator’s exercise of a purchase option.

The net book value of the facilities exceeded the estimated fair value, based on the estimated proceeds from the sale, and as a result, an impairment of $ 6.3 million was recorded in connection with reclassifying these assets to held for sale.

During the three and six months ended June 30, 2025, we sold seven facilities ( six SNFs and one ALF) and 34 facilities ( 32 SNFs and two ALFs) for $ 62.1 million and $ 183.0 million in net cash proceeds, respectively.

As a result of these sales, we recognized a net gain of $ 22.9 million and $ 33.0 million, respectively.

As part of a 12 -facility sale recognized during the six months ended June 30, 2025, Omega may be entitled to additional consideration contingent upon the occurrence of certain future events that are outside of our control.

Given these events are not within Omega’s control, the uncertainty surrounding the timing of the events and the probability of collection, we did not recognize any additional contingent consideration as of the legal sale date.

During the three and six months ended June 30, 2024, we sold five SNFs and nine SNFs for approximately $ 34.8 million and $ 44.9 million in net cash proceeds, respectively.

As a result of these sales, we recognized a net gain of $ 12.9 million and $ 11.5 million, respectively.

Sales Not Recognized

As of March 31, 2025 and December 31, 2024, we had three facility sales that were not recognized as a result of not meeting the contract criteria under ASC 610-20 at the legal sale date.

During the three months ended March 31, 2025 and 2024, we received interest of $ 1.1 million and $ 0.3 million, respectively, related to seller financing provided in connection with sales that were not recognized.

The interest received was deferred and recorded as a contract liability within accrued expenses and other liabilities on our Consolidated Balance Sheets.

As of June 30, 2025 and December 31, 2024, three facility sales had not been recognized due to not meeting the contract criteria under ASC 610-20 at the applicable legal sale date.

As of June 30, 2025 and December 31, 2024, we had $ 19.7 million and $ 20.1 million, respectively, of real estate assets – net recorded on our Consolidated Balance Sheets related to these unrecognized sales.

During the three and six months ended June 30, 2025, we received interest of $ 1.6 million and $ 2.7 million, respectively, from seller financing related to unrecognized sales.

During the three and six months ended June 30, 2024, we received interest of $ 0.3 million and $ 0.6 million, respectively, from seller financing related to unrecognized sales.

The interest received from these seller financings was deferred and recorded as a contract liability within accrued expenses and other liabilities on our Consolidated Balance Sheets.

Real Estate Impairments

During the three months ended March 31, 2025, we recorded an impairment of $ 1.2 million on one held for use facility for which the carrying value exceeded the fair value.

During the three months ended March 31, 2024, we recorded impairments of $ 5.3 million on three held for use facilities for which the carrying value exceeded the fair value.

During the three and six months ended June 30, 2025, we recorded impairments on three and four facilities of $ 14.2 million and $ 15.4 million, respectively.

Of the $ 15.4 million, $ 9.1 million related to two held for use facilities and $ 6.3 million related to two facilities that were classified as held for sale.

During the three and six months ended June 30, 2024, we recorded impairments on four and seven facilities of $ 8.2 million and $ 13.5 million, respectively.

Of the $ 13.5 million, $ 8.1 million related to five held for use facilities and $ 5.4 million related to two facilities that were classified as held for sale.

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).

13 unchanged sentences

We review our collectibility assumptions related to rental income from our operator leases on an ongoing basis.

During the three months ended March 31, 2025, we did no t place any operators on a cash basis of revenue recognition .

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.

During the three and six months ended June 30, 2025, we placed two new operators, which Omega did not previously have a relationship with prior to 2025, and one existing operator on a cash basis of revenue recognition, as collection of substantially all contractual lease payments due from them was not deemed probable .

During the three months ended June 30, 2025, there was a $ 15.5 million write-off of straight-line rent receivable associated with placing the existing operator on a cash basis of revenue recognition, as we received information regarding substantial doubt of its ability to continue as a going concern.

The lease agreements with the two new operators were executed in 2025 as part of the transition of facilities from prior operators.

As we had no previous relationship with these new operators and collection of substantially all contractual lease payments due from the new operator was not deemed probable, we placed the new operators on a cash basis of revenue recognition concurrent with the lease commencement dates, so there were no straight-line rent receivable write-offs associated with placing these operators on a cash basis.

During the six months ended June 30, 2025, we also wrote-off $ 2.1 million of straight-line rent receivable balances through rental income as a result of transitioning facilities between operators.

During the six months ended June 30, 2024, we placed one new operator on a cash basis of revenue recognition.

In the first quarter of 2024, we entered into a lease with the 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.

We did no t have any straight-line receivable write-offs through rental income as a result of placing operators on a cash basis during either of the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, we had 20 operators on a cash basis for revenue recognition, which represent 18.6 % and 19.4 % of our total revenues for the three months ended March 31, 2025 and 2024, respectively.

We did no t have any straight-line receivable write-offs through rental income as a result of placing operators on a cash basis of revenue recognition during the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, we had 22 operators on a cash basis for revenue recognition, which represent 17.5 % and 20.6 % of our total revenues for the six months ended June 30, 2025 and 2024, respectively.

Rent Deferrals and Application of Collateral

During the three months ended March 31, 2025 and 2024, we allowed two and three operators to defer $ 1.4 million and $ 0.9 million, respectively, of contractual rent and interest.

The deferrals during the three months ended March 31, 2025 and 2024 primarily related to Maplewood ($ 1.2 million and $ 0.7 million, respectively).

During the three months ended March 31, 2025 and 2024, we received repayments of deferred rent of $ 0.8 million and $ 0.5 million, respectively.

Additionally, we allowed one and four operators to apply collateral, such as security deposits or letters of credit, to contractual rent and interest during the three months ended March 31, 2025 and 2024, respectively.

The total collateral applied to contractual rent and interest was $ 4.3 million and $ 0.5 million for the three months ended March 31, 2025 and 2024, respectively.

During each of the six months ended June 30, 2025 and 2024, we allowed two and three operators to defer $ 2.7 million and $ 1.8 million, respectively, of contractual rent and interest.

The deferrals during the six months ended June 30, 2025 and 2024 primarily related to Maplewood ($ 2.4 million and $ 1.5 million, respectively).

During each of the six months ended June 30, 2025 and 2024, we received repayments of deferred rent of $ 2.6 million and $ 1.0 million, respectively.

Additionally, we allowed one and four operators to apply collateral, such as security deposits or letters of credit, to contractual rent and interest during the six months ended June 30, 2025 and 2024, respectively.

The total collateral applied to contractual rent and interest was $ 4.3 million and $ 0.6 million for the six months ended June 30, 2025 and 2024, respectively.

Lease Inducements

As discussed in Note 2 – Real Estate Assets, we agreed to a one-time $ 10.0 million lease inducement payment to an operator in connection with a new lease agreement executed in the first quarter of 2025.

As this operator is on a cash basis of revenue recognition, the inducement was written off and recorded as a reduction to the rental income recognized for the six months ended June 30, 2025.

Operator Collectibility Updates

In the first quarter of 2025, Maplewood paid $ 13.6 million of contractual rent, a short pay of $ 6.0 million of the $ 19.6 million (consisting of $ 17.3 million of contractual rent and $ 2.3 million of contractual interest) due under its lease and loan agreements.

These amounts do not include contractual rent and payments related to Inspir Embassy Row in Washington D.C.

of $ 2.1 million, which is separately disclosed in Note 2 – Real Estate Assets.

For the three and six months ended June 30, 2025, Maplewood paid $ 14.4 million and $ 28.0 million of contractual rent, respectively, falling short of the $ 17.3 million and $ 34.6 million of contractual rent due under its lease agreement for those periods, respectively.

These amounts exclude contractual rent and payments related to Inspir Embassy Row in Washington D.C.

of $ 3.2 million and $ 5.3 million for the three and six months ended June 30, 2025, respectively, which were paid in full and are separately discussed in Note 2 – Real Estate Assets.

Maplewood also did not pay any of the $ 3.1 million and $ 5.4 million of contractual interest due under the secured revolving credit facility for the three and six months ended June 30, 2025, respectively.

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.

Maplewood is on a cash basis of revenue recognition for lease purposes, and we recorded rental income of $ 13.6 million and $ 11.3 million for the three months ended March 31, 2025 and 2024, respectively, for contractual rent payments that were received from Maplewood.

As discussed further in Note 5 – Real Estate Loans Receivable, no interest income was recorded on the Maplewood secured revolving credit facility during the three months ended March 31, 2025 and 2024 as the loan is on non-accrual status for interest recognition.

In April 2025, Maplewood short-paid the contractual rent and interest amounts due under its lease and loan agreements by $ 2.1 million.

Maplewood is on a cash basis of revenue recognition for lease purposes, so rental income is only recorded for contractual rent payments that were received from Maplewood for the respective periods.

We recorded rental income of $ 14.4 million and $ 11.8 million for the three months ended June 30, 2025 and 2024, respectively, and $ 28.0 million and $ 23.1 million for the six months ended June 30, 2025 and 2024, respectively .

As discussed further in Note 5 – Real Estate Loans Receivable, no interest income was recorded on the Maplewood secured revolving credit facility during the three and six months ended June 30, 2025 and 2024 as the loan is on non-accrual status for interest recognition.

In July 2025, Maplewood short-paid the contractual rent and interest amounts due under its lease and loan agreements by $ 1.8 million.

As previously disclosed, we entered into a settlement agreement with the Greg Smith, principal and chief executive officer of Maplewood, estate (the “Estate”) in the third quarter of 2024 that, among other things, grants Omega the right to direct the assignment of Mr.

2 unchanged sentences

We are still awaiting regulatory approvals related to licensure of the operating assets before the transition will be completed.

In the first quarter of 2025, LaVie Care Centers, LLC (“LaVie”) paid full contractual rent of $ 9.3 million.

As LaVie is on a cash basis of revenue recognition for lease purposes, rental income recorded was equal to cash received of $ 9.3 million and $ 4.4 million during the three months ended March 31, 2025 and 2024, respectively.

We did no t recognize any interest income related to LaVie during the three months ended March 31, 2025 and 2024 as the three loans outstanding have PIK interest and are on non-accrual status.

For additional discussion on the LaVie loans please see Note 6 – Non-Real Estate Loans Receivable.

In April 2025, LaVie paid full contractual rent of $ 3.1 million due under its lease agreement.

LaVie commenced voluntary cases under Chapter 11 of the U.S.

LaVie Care Centers, LLC (“LaVie”) commenced voluntary cases under Chapter 11 of the U.S.

Bankruptcy Code in the U.S.

Bankruptcy Court for the Northern District of Georgia, Atlanta Division (the “Bankruptcy Court”) in June 2024.

On December 5, 2024, a plan of reorganization was confirmed by the Bankruptcy Court, pursuant to which the LaVie master lease agreement will be assumed and assigned by certain of the debtor(s) to operators designated by the Plan Sponsor upon the effective date of the plan.

Bankruptcy Court for the Northern District of Georgia, Atlanta Division in June 2024.

On December 5, 2024, a plan of reorganization was confirmed by the Bankruptcy Court, pursuant to which the LaVie master lease agreement was to be assumed and assigned by certain of the debtor(s) to operators designated by the Plan Sponsor upon the effective date of the plan.

The plan of reorganization was effective as of June 1, 2025, which resulted in the LaVie master lease agreement being assumed by and assigned to ENDMT LLC (“Avardis”) and amended and restated.

The amended master lease has a lease term ending December 31, 2037 and requires monthly rent payments of $ 3.1 million, which escalate 2.5 % annually.

For the three and six months ended June 30, 2025, LaVie paid full contractual rent of $ 6.2 million and $ 15.5 million, respectively, through the date the plan of reorganization became effective.

As LaVie is on a cash basis of revenue recognition for lease purposes, rental income recorded was equal to cash received of $ 6.2 million and $ 5.9 million during the three months ended June 30, 2025 and 2024, respectively, and $ 15.5 million and $ 10.3 million during the six months ended June 30, 2025 and 2024, respectively .

Avardis paid full contractual rent of $ 3.1 million in June and July 2025, following the effective date of the plan of reorganization.

Avardis is on a straight-line basis for rental income recognition, and we recognized $ 3.6 million of rental income related to Avardis for June 2025.

We did no t recognize any interest income related to LaVie during the three and six months ended June 30, 2025 and 2024, as the three loans that were outstanding during the periods have interest paid-in-kind (“PIK”) and are on non-accrual status.

Genesis Healthcare, Inc.

(“Genesis”) was placed on a cash basis during the third quarter of 2020 based on information the Company received from Genesis regarding substantial doubt as to their ability to continue as a going concern.

(“Genesis”) was placed on a cash basis of rental revenue recognition during the third quarter of 2020 based on information the Company received from Genesis regarding substantial doubt as to their ability to continue as a going concern.

Genesis continued to make their rent and interest payments to us until March 2025, when it failed to make the rent payment due under its lease agreement and the interest payment due under one of its three loan agreements.

As Genesis is on a cash basis of revenue recognition, we recognized rental income of $ 12.5 million related to Genesis during the three months ended March 31, 2025, which includes $ 8.3 million for contractual rent payments received and $ 4.2 million from the application of proceeds from the letter of credit that was held as collateral from Genesis.

During the three months ended March 31, 2024, we recognized rental income of $ 11.9 million for contractual rent payments received from Genesis.

In addition, we recognized $ 4.2 million (which includes $ 0.1 million from the application of proceeds from the letter of credit) related to three loans with Genesis and $ 3.5 million of interest income related to two loans with Genesis during the three months ended March 31, 2025 and 2024, respectively.

After the application of proceeds from the letter of credit, there is $ 3.5 million remaining under the letter of credit.

For additional information on the loans with Genesis, see Note 6 – Non-real Estate Loans Receivable and Note 7 – Allowance for Credit losses.

In April 2025, Genesis paid full contractual rent and interest of $ 4.8 million.

Lease Inducements

As discussed in Note 2 – Real Estate Assets, in connection with a new lease agreement entered into during the first quarter of 2025, we agreed to provide a one-time payment of $ 10.0 million to an operator as a lease inducement.

As this operator is on a cash basis of revenue recognition, the inducement was immediately expensed and was recorded as a reduction to the rental income recognized for the three months ended March 31, 2025.

During the second quarter of 2025, Genesis made all required contractual rent and interest payments.

As Genesis is on a cash basis of revenue recognition, we recognized rental income related to Genesis of $ 12.8 million and $ 25.3 million (which includes $ 21.1 million for contractual rent payments received and $ 4.2 million from the application of proceeds from the letter of credit that was held as collateral from Genesis) during the three and six months ended June 30, 2025, respectively.

During the three and six months ended June 30, 2024, we recognized rental income of $ 11.9 million and $ 23.8 million, respectively, for contractual rent payments received from Genesis.

In addition, we recognized $ 4.1 million and $ 8.3 million of interest income (which includes $ 0.1 million from the application of proceeds from the letter of credit) related to three loans with Genesis during the three and six months ended June 30, 2025, respectively.

The $ 13.0 million real estate loan with Genesis was settled in full in May 2025 so only the two term loans discussed in Note 6 – Non-Real Estate Loans Receivable remain outstanding as of June 30, 2025.

We recognized $ 3.7 million and $ 7.2 million of interest income related to two term loans with Genesis during the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, there was $ 3.5 million remaining under the letter of credit.

In July 2025, Genesis commenced voluntary cases under Chapter 11 of the U.S.

Bankruptcy Code in the U.S.

Bankruptcy Court for the Northern District of Texas, Dallas Division.

Genesis will continue to operate, as a debtor-in-possession (“DIP”), the 31 facilities subject to a master lease agreement with Omega, unless and until Genesis’ leasehold interest under the master lease agreement is rejected or assumed and assigned.

We committed to provide, along with other lenders, up to $ 8.0 million of a $ 30.0 million junior secured DIP financing to Genesis , as further discussed in Note 6 – Non-Real Estate Loans Receivable.

As a condition of the DIP financing, Genesis is required to pay Omega full contractual rent under its lease agreement.

In July 2025, prior to filing for bankruptcy, Genesis paid full contractual rent and interest due of $ 4.8 million.

As discussed in Note 6 – Non-real Estate Loans Receivable, 8.2 % per annum of the total 13.2 % per annum interest on the term loans is PIK interest.

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, 2025, our real estate loans receivable consists of 21 fixed rate mortgage notes on 95 long-term care facilities and 19 other real estate loans.

As of June 30, 2025, our real estate loans receivable consists of 23 fixed rate mortgage notes on 97 long-term care facilities and 20 other real estate loans.

The facilities subject to the mortgage notes are operated by 18 independent healthcare operating companies and are located in 12 U.S.

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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.

A summary of our real estate loans receivable by loan type and by borrower and/or guarantor is as follows:

As of March 31, 2025

A summary of our real estate loans receivable by loan type is as follows:

As of June 30, 2025

Average Years

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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,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Mortgage notes – interest income

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The following is a summary of advances and principal repayments under our real estate loans:

Three Months Ended March 31,

Three Months Ended

Six Months Ended

(in thousands)

Advances on new real estate loans receivable (1)

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Net cash advances (repayments) on real estate loans receivable

(1) Consists of advances under two and seven new real estate loans with a weighted average interest rate of 10.8 % and 9.6 % during the three months ended March 31, 2025 and 2024, respectively.

(2) Includes $ 40.6 million of early repayments on mortgage notes with a weighted average interest rate of 11.6 % , as of March 31, 2025, subject to the master mortgage agreement with Ciena Healthcare Management, Inc (“Ciena”).

(1) For the three and six months ended June 30, 2025, consists of advances under 12 and 14 new real estate loans originated during 2025 with weighted average interest rates of 10.0 % and 10.3 % , respectively.

For the three and six months ended June 30, 2024, consists of advances under four and 11 new real estate loans with weighted average interest rates of 11.5 % and 10.2 % , respectively.

(2) The six months ended June 30, 2025 includes $ 40.6 million of early repayments on mortgage notes with a weighted average interest rate of 11.6 % , as of the repayment date, subject to the master mortgage agreement with Ciena Healthcare Management, Inc (“Ciena”).

Excludes principal recoveries on loans written off in prior periods and cash recoveries 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.

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Maplewood Revolving Credit Facility

We have a $ 320 million revolving credit facility with Maplewood (the “Maplewood Revolver”) that bears interest at 7 % per annum ( 4 % cash interest and 3 % PIK for 2025) and matures in June 2035 .

The amortized cost basis of the Maplewood Revolver was $ 263.6 million as of March 31, 2025 and December 31, 2024.

We have a $ 320 million revolving credit facility with Maplewood (the “Maplewood Revolver”) that bears interest at 7 % per annum (consisting of 4 % per annum of cash interest and 3 % per annum PIK for 2025) and matures in June 2035 .

The amortized cost basis of the Maplewood Revolver was $ 263.6 million as of June 30, 2025 and December 31, 2024.

Due to liquidity issues of the borrower, the Maplewood Revolver is on non-accrual status.

During the three months ended March 31, 2025 and 2024, Maplewood failed to make aggregate cash interest payments of $ 2.3 million and $ 0.5 million that were required under the loan agreement.

As such, we did no t record any interest income for the Maplewood Revolver during the three months ended March 31, 2025 and 2024.

Maplewood failed to make aggregate cash interest payments that were required under the loan agreement of $ 3.1 million and $ 5.4 million during the three and six months ended June 30, 2025, respectively, and of $ 0.7 million and $ 1.2 million during the three and six months ended June 30, 2024, respectively.

As such, we did no t record any interest income for the Maplewood Revolver during the three and six months ended June 30, 2025 and 2024.

As discussed within Note 4 – Contractual Receivables and Other Receivables and Lease Inducements, Omega entered into a settlement agreement with the Estate during the third quarter of 2024 that, among other things, grants Omega the right to direct the assignment of Mr.

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If the proposed transition plan is not completed, we may incur a substantial loss on the Maplewood Revolver up to the amortized cost basis of the loan.

As of March 31, 2025, the internal risk rating on the loan is a 5, which reflects the risk of the loan as a result of the missed interest payments starting in 2024, discussed above, and due to the status of the on-going negotiations with the Estate.

We believe the internal risk rating of a 5 appropriately reflects the risks as of March 31, 2025.

As of June 30, 2025, the internal risk rating on the loan is a 5, which we believe appropriately reflects the risks associated with the loan as of June 30, 2025.

See the allowance for credit losses attributable to real estate loans with a 5 internal risk rating within Note 7 – Allowance for Credit Losses.

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These loans may be either unsecured or secured by the collateral of the borrower, which may include the working capital of the borrower and/or personal guarantees.

As of March 31, 2025, we had 45 loans with 29 different borrowers.

A summary of our non-real estate loans by borrower and/or guarantor is as follows:

As of March 31, 2025

As of June 30, 2025, we had 46 loans with 32 different borrowers.

A summary of our non-real estate loans by loan type is as follows:

As of June 30, 2025

Average Years

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(2) Consists of other loans receivable with maturity dates ranging from 2025 to 2037 (with $ 41.5 million maturing in 2025 ).

Three of the other notes outstanding with an aggregate principal balance of $ 19.3 million are past due and have been reserved down to the estimated fair value of the underlying collateral of zero through our allowance for credit losses.

For the three months ended March 31, 2025 and 2024, non-real estate loans generated interest income of $ 10.0 million and $ 7.1 million, respectively.

Two of the other notes outstanding with an aggregate principal balance of $ 10.0 million are past due and have been reserved down to the estimated fair value of the underlying collateral of zero through our allowance for credit losses.

For the three and six months ended June 30, 2025, non-real estate loans generated interest income of $ 10.0 million and $ 20.0 million, respectively.

For the three and six months ended June 30, 2024, non-real estate loans generated interest income of $ 7.1 million and $ 14.2 million, respectively.

Interest income on non-real estate loans is included within interest income on the Consolidated Statements of Operations.

The following is a summary of advances and principal repayments under our non-real estate loans:

Three Months Ended March 31,

Three Months Ended

Six Months Ended

(in thousands)

Advances on new non-real estate loans receivable (1)

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Net cash advances (repayments) on non-real estate loans receivable

(1) For the three and six months ended June 30, 2025, consists of advances under three and four new non-real estate loans, respectively, originated during 2025 with a weighted average interest rate of 10.0 % .

For the three and six months ended June 30, 2024, consists of advances under five new non-real estate loans with a weighted average interest rate of 10.0 % .

(2) Excludes principal recoveries on loans written off in prior periods and cash recoveries 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.

Included below is additional discussion on any significant new loans issued and/or significant updates to any existing loans.

LaVie Non-Real Estate Loans

As of March 31, 2025, we had three non-real estate loans outstanding with LaVie that are all fully reserved, which includes a $ 10.0 million debtor-in-possession (“DIP”) financing provided during the second quarter of 2024 related to the bankruptcy filing.

All three loans are on non-accrual status.

During the first quarter of 2025, we funded an additional $ 4.0 million under the DIP loan, bringing the DIP loan principal balance outstanding to $ 10.0 million as of March 31, 2025.

We reserved an additional $ 4.0 million through the provision for credit losses to reserve the DIP loan down to zero following the additional draws during the first quarter of 2025.

We did no t record any interest income for any LaVie loans for the three months ended March 31, 2025 and 2024.

Genesis Non-Real Estate Loans

As of March 31, 2025, we had two non-real estate loans outstanding with Genesis that had an aggregate balance of $ 118.3 million both maturing on June 30, 2026 .

The loans currently bear interest at a weighted average fixed interest rate of 13.2 % per annum, of which 8.2 % is paid-in-kind and 5 % is cash interest.

As of June 30, 2025, we had two secured term loans outstanding with Genesis that had an aggregate balance of $ 120.8 million both maturing on June 30, 2026 .

The loans currently bear interest at a weighted average fixed interest rate of 13.2 % per annum, of which 8.2 % per annum is PIK interest and 5.0 % per annum is cash interest.

The loans are collateralized by a first lien on the equity of several ancillary businesses of Genesis.

Genesis made all required interest payments under both of the non-real estate loans during the first quarter of 2025.

As discussed in Note 4 - Contractual Receivables and Other Receivables and Lease Inducements, Omega applied collateral to cover March 2025 contractual rent under its lease agreement and March 2025 contractual interest due under a $ 13.0 million other real estate loan agreement with Genesis.

As part of our ongoing credit loss procedures, we evaluated the fair value of the collateral available to us under the two non-real estate loan agreements and estimate there is sufficient collateral to support the outstanding principal on the loans.

Genesis made all required interest payments under both of the term loans during the three and six months ended June 30, 2025.

As discussed in Note 4 – Contractual Receivables and Other Receivables and Lease Inducements, Omega applied collateral to cover March 2025 contractual rent under its lease agreement and March 2025 contractual interest due under a $ 13.0 million other real estate loan agreement with Genesis, which was subsequently settled in May 2025.

As part of our ongoing credit loss procedures, we evaluated the fair value of the collateral available to us under the two term loan agreements and estimate there is sufficient collateral to support the outstanding principal on the loans.

As a result of this collateral, the loans remain on an accrual basis.

As of June 30, 2025, the internal risk rating on the two loans is a 4, which we believe appropriately reflects the risks associated with the loans as of June 30, 2025.

See the allowance for credit losses attributable to non-real estate loans with a 4 internal risk rating within Note 7 – Allowance for Credit Losses.

As discussed in Note 4 – Contractual Receivables and Other Receivables and Lease Inducements, in July 2025, Genesis commenced voluntary cases under Chapter 11 of the U.S.

Bankruptcy Code in the Bankruptcy Court for the Northern District of Texas, Dallas Division .

As described in Genesis’ filings with the Bankruptcy Court, in July 2025 we agreed to provide, along with other lenders, up to $ 8.0 million of a $ 30.0 million DIP financing to Genesis to support sufficient liquidity to, among other things, operate its facilities during bankruptcy.

The DIP loan bears PIK interest at 15.0 % , per annum, payable monthly in arrears.

The principal is due upon maturity.

Currently, the DIP loan matures on the earlier of (i) February 4, 2026, (ii) the effective date of a plan of reorganization or liquidation in the Chapter 11 cases or (iii) upon an event of default as defined in the DIP loan agreement.

The DIP lenders hold a third and fourth priority security interest in all of Genesis’ assets, which includes a third priority security interest in cash and accounts receivable.

Proceeds of any future asset sales, claims and causes of action and debt or equity issuances will all serve as collateral for the DIP loans.

The interim DIP order approved the DIP budget which allows payments due under the DIP loan and Omega’s existing term loans to be satisfied in kind during the bankruptcy, except for budgeted adequate protection payments that will be made on Omega’s existing term loans.

NOTE 7 – ALLOWANCE FOR CREDIT LOSSES

A rollforward of our allowance for credit losses for the three months ended March 31, 2025 is as follows:

A rollforward of our allowance for credit losses for the six months ended June 30, 2025 is as follows:

Financial Statement Line Item

Allowance for Credit Loss as of December 31, 2024

Provision (Recovery) for Credit Loss for the three months ended March 31, 2025 (1)

Write-offs charged against allowance for the three months ended March 31, 2025

Other reductions to the allowance for the three months ended March 31, 2025

Allowance for Credit Loss as of March 31, 2025

Provision (Recovery) for Credit Loss for the six months ended June 30, 2025 (1)

Write-offs charged against allowance for the six months ended June 30, 2025

Other reductions to the allowance for the six months ended June 30, 2025

Allowance for Credit Loss as of June 30, 2025

(in thousands)

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Unfunded non-real estate loan commitments

(1) During the three months ended March 31, 2025, we received proceeds of $ 1.4 million from the liquidating trust related to the $ 25.0 million debtor in possession facility to Gulf Coast Health Care LLC and proceeds of $ 0.3 million related to one other real estate loan, which resulted in a recovery for credit losses of $ 1.7 million.

Both of the aforementioned loans and related reserves were previously written off so the $ 1.7 million aggregate recovery is not included in the rollforward above.

(2) Amount reflects the movement of reserves associated with the $ 13.0 million other real estate loan with Genesis due to an adjustment to the internal risk rating on the loan from 4 to 5 during the first quarter of 2025.

As discussed in further detail in Note 4 - Contractual Receivables and Other Receivables and Lease Inducements, Omega applied collateral in order to cover interest due in March 2025 on the loan.

(3) Represents the allowance for credit losses related to an investment in direct financing lease that was reclassified to real estate assets in connection with the termination of the lease in the first quarter of 2025 as discussed further in Note 2 – Real Estate Assets.

(4) The amount includes cash recoveries of $ 1.6 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.

(1) During the six months ended June 30, 2025, we received proceeds of $ 1.7 million from the liquidating trust related to the $ 25.0 million DIP facility to Gulf Coast Health Care LLC (“Gulf Coast”) and proceeds of $ 0.3 million related to one other real estate loan, which resulted in a recovery for credit losses of $ 2.0 million.

Both of these loans and related reserves were previously written off, so the $ 2.0 million aggregate recovery is not included in the rollforward above.

(2) These amounts include cash recoveries of $ 2.9 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 $ 1.8 million related to principal payments received on loans that were fully reserved.

A rollforward of our allowance for credit losses for the three months ended March 31, 2024 is as follows:

(3) Represents the allowance for credit losses related to an investment in a direct financing lease that was reclassified to real estate assets in connection with the termination of the lease in the first half of 2025 as discussed further in Note 2 – Real Estate Assets.

(4) Amount reflects the write-off of the reserves associated with the $ 10.0 million DIP financing and the $ 8.3 million term loan to LaVie (which were both previously fully reserved) that were discharged as part of the LaVie plan of reorganization that was made effective on June 1, 2025.

A rollforward of our allowance for credit losses for the six months ended June 30, 2024 is as follows:

Financial Statement Line Item

Allowance for Credit Loss at 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

Provision (Recovery) for Credit Loss for the six months ended June 30, 2024 (1)

Write-offs charged against allowance for the six months ended June 30, 2024

Allowance for Credit Loss as of June 30, 2024

(in thousands)

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Unfunded non-real estate loan commitments

(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 loan balance and related reserve.

Unfunded non-real estate loan commitments

(1) During the six months ended June 30, 2024, we received proceeds of $ 3.3 million from the liquidating trust related to the $ 25.0 million DIP facility to Gulf Coast, which resulted in a recovery for credit losses of $ 3.3 million that is not included in the rollforward above since we had previously written-off the loan balance and related reserve.

(2) Amount reflects the movement of reserves associated with the Maplewood Revolver due to an adjustment to the internal risk rating on the loan from 4 to 5 during the first quarter of 2024.

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Revolving Loans

Balance as of March 31, 2025

Balance as of June 30, 2025

(in thousands)

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We have elected the practical expedient to exclude interest receivable from our allowance for credit losses.

As of March 31, 2025 and December 31, 2024, we have excluded $ 12.7 million and $ 11.1 million, respectively, of contractual interest receivables and $ 2.0 million and $ 1.8 million, respectively, of effective yield interest receivables from our allowance for credit losses.

As of June 30, 2025 and December 31, 2024, we have excluded $ 11.6 million and $ 11.1 million, respectively, of contractual interest receivables and $ 2.1 million and $ 1.8 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, 2025 and 2024, we recognized $ 0.5 million and $ 1.0 million, respectively, of interest income related to loans on non-accrual status as of March 31, 2025.

During the three months ended June 30, 2025 and 2024, we recognized $ 0.1 million and $ 1.2 million, respectively, of interest income related to loans on non-accrual status as of June 30, 2025.

During the six months ended June 30, 2025 and 2024, we recognized $ 0.6 million and $ 2.2 million, respectively, of interest income related to loans on non-accrual status as of June 30, 2025.

NOTE 8 – VARIABLE INTEREST ENTITIES

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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 March 31, 2025 and December 31, 2024:

Below is a summary of our assets, liabilities, collateral and maximum exposure to loss associated with these unconsolidated VIEs as of June 30, 2025 and December 31, 2024:

(in thousands)

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(1) Amount excludes accounts receivable 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 $ 3.8 million and $ 5.5 million as of March 31, 2025 and December 31, 2024, respectively.

The fair value of the accounts receivable available to Omega was $ 6.1 million and $ 5.5 million as of June 30, 2025 and December 31, 2024, respectively.

(2) The decrease in the balance from December 31, 2024 to June 30, 2025 primarily relates to the transition of facilities from LaVie to Avardis during the second quarter of 2025, as discussed further in Note 4 – Contractual Receivables and Other Receivables and Lease Inducements.

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, following the date they were determined to be VIEs, for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

The table below reflects our total revenues from the operators that are considered unconsolidated VIEs, following the date they were determined to be VIEs, for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Rental income

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The Company consolidates Omega OP, a VIE in which the Company is considered the primary beneficiary.

The Company, as managing member, has the power to direct the activities of Omega OP that most significantly affect Omega OP’s performance, and through its interest in Omega OP, has both the right to receive benefits from and the obligation to absorb losses of Omega OP.

The Company, as general partner, has the power to direct the activities of Omega OP that most significantly affect Omega OP’s performance, and through its interest in Omega OP, has both the right to receive benefits from and the obligation to absorb losses of Omega OP.

Additionally, 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, 2025 and December 31, 2024, this joint venture has $ 24.0 million and $ 24.3 million, respectively, of total assets, and $ 20.8 million of total liabilities which are included in our Consolidated Balance Sheets.

We have consolidated this VIE because we have concluded that we are the primary beneficiary of this VIE based on 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 June 30, 2025 and December 31, 2024, this joint venture has $ 23.8 million and $ 24.3 million, respectively, of total assets, and $ 20.8 million of total liabilities, which are included in our Consolidated Balance Sheets.

NOTE 9 – INVESTMENTS IN JOINT VENTURES

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Other Healthcare JVs (3)(4)

(1) Ownership percentages and facility counts are as of March 31, 2025.

(1) Ownership percentages and facility counts are as of June 30, 2025.

(2) Includes three joint ventures formed for the purpose of owning or providing financing for SNFs, ALFs or specialty facilities.

(3) As of March 31, 2025, and December 31, 2024, we had an aggregate of $ 18.5 million of loans outstanding with these joint ventures.

(3) As of June 30, 2025, and December 31, 2024, we had an aggregate of $ 18.5 million of loans outstanding with these joint ventures.

(4) Includes six joint ventures engaged in business that support the long-term healthcare industry and our operators.

NOTE 10 – GOODWILL AND OTHER INTANGIBLES

The following is a summary of our goodwill as of March 31, 2025 and December 31, 2024:

The following is a summary of our goodwill as of June 30, 2025 and December 31, 2024:

(in thousands)

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Foreign currency translation

Balance as of March 31, 2025

The following is a summary of our intangible assets and liabilities as of March 31, 2025 and December 31, 2024:

Balance as of June 30, 2025

The following is a summary of our intangible assets and liabilities as of June 30, 2025 and December 31, 2024:

(in thousands)

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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, 2025 and 2024, our net amortization related to intangibles was $( 0.2 ) million and $ 0.5 million, respectively.

For the three months ended June 30, 2025 and 2024, our net amortization related to intangibles was $( 0.6 ) million and $ 0.6 million, respectively.

For the six months ended June 30, 2025 and 2024, our net amortization related to intangibles was $( 0.8 ) million and $ 1.1 million, respectively.

The estimated net amortization expense related to these intangibles for the remainder of 2025 and the next four years is as follows:

3 unchanged sentences

2028 – $( 2.2 ) million and 2029 – $( 2.2 ) million.

As of March 31, 2025, the weighted average remaining amortization period of above market lease assets is ten years and below market lease liabilities is nine years .

As of June 30, 2025, the weighted average remaining amortization period of above market lease assets is ten years and below market lease liabilities is nine years .

NOTE 11 – CONCENTRATION OF RISK

As of March 31, 2025, our portfolio of real estate investments (including properties associated with mortgages, direct financing leases, assets held for sale and consolidated joint ventures) consisted of 1,004 healthcare facilities, located in 42 states, Washington, D.C.

and operated by 86 third-party operators.

Our investment in these facilities, net of impairments and allowances, totaled $ 10.0 billion at March 31, 2025, with 98 % of our real estate investments related to long-term healthcare facilities.

Our portfolio is made up of (i) 575 SNFs, 296 ALFs, 19 ILFs, 18 specialty facilities and one medical office building and (ii) fixed rate mortgages on 50 SNFs, 43 ALFs, one specialty facility and one ILF.

At March 31, 2025, we also held other real estate loans receivable (excluding mortgages) of $ 499.2 million, non-real estate loans receivable of $ 329.7 million and $ 88.7 million of investments in 11 unconsolidated joint ventures.

As of March 31, 2025 and December 31, 2024, we had investments with one operator or manager that approximated or exceeded 10% of our total investments:

Maplewood generated 6.3 % and 4.7 % of our total revenues for the three months ended March 31, 2025 and 2024, respectively.

During the three months ended March 31, 2025, we also have one operator with total revenues that exceeded 10% of our total revenues:

As of June 30, 2025, our portfolio of real estate investments consisted of 1,056 healthcare facilities (including properties associated with mortgages, assets held for sale and consolidated joint ventures), along with other real estate loans receivable (excluding mortgages) of $ 484.3 million and $ 85.4 million of investments in 11 unconsolidated joint ventures.

These healthcare facilities are located in 42 states, Washington, D.C., the U.K.

and Jersey, and are operated by 94 third-party operators.

Our investment in these healthcare facilities, net of impairments and allowances, totaled $ 10.6 billion at June 30, 2025, with 98 % of our real estate investments related to long-term healthcare facilities.

Our portfolio of healthcare facilities is made up of (i) 577 SNFs, 342 ALFs, 19 ILFs, 18 specialty facilities and one medical office building, (ii) fixed rate mortgages on 50 SNFs, 44 ALFs, two ILFs and one specialty facility, and (iii) two facilities that are held for sale.

As of June 30, 2025, our total investments also include non-real estate loans receivable of $ 333.3 million.

Operator Concentration

As of June 30, 2025 and December 31, 2024, we had total investments (before accumulated depreciation and allowances) with one operator that approximated or exceeded 10% of our total investments:

Maplewood generated 6.9 % and 4.7 % of our total revenues for the three months ended June 30, 2025 and 2024, respectively, and 6.6 % and 4.7 % of our total revenues for the six months ended June 30, 2025 and 2024, respectively.

During the three and six months ended June 30, 2025, we also have one operator with total revenues that exceeded 10% of our total revenues:

CommuniCare Health Services, Inc.

(“CommuniCare”).

CommuniCare generated 11.0 % and 12.9 % of our total revenues for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, CommuniCare represented 8.4 % of our total investments.

As of March 31, 2025, the three geographic locations in which we had our highest concentration of investments were the U.K.

CommuniCare generated 10.9 % and 12.5 % of our total revenues for the three months ended June 30, 2025 and 2024, respectively, and 10.9 % and 12.7 % of our total revenues for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, CommuniCare represented 7.9 % of our total investments (before accumulated depreciation and allowances).

Geographic Concentration

As of June 30, 2025, the three geographic locations in which we had our highest concentration of real estate assets and mortgages (before accumulated depreciation and allowances) were the U.K.

( 17.8 %), Texas ( 8.9 %) and Indiana ( 5.9 %).

NOTE 12 – STOCKHOLDERS’ EQUITY

Increase of Authorized Omega Common Stock

On June 6, 2025, Omega amended its charter to increase the number of authorized shares of Omega common stock from 350.0 million to 700.0 million.

Stock Repurchase Program

During the three months ended March 31, 2025 and 2024, we did no t repurchase any shares of our outstanding common stock under the $ 500 Million Stock Repurchase Program, which expired in March 2025.

During the three and six months ended June 30, 2025 and 2024, we did no t repurchase any shares of our outstanding common stock under the $ 500.0 Million Stock Repurchase Program, which expired in March 2025.

The following is a summary of our declared cash dividends on common stock:

2 unchanged sentences

February 18, 2025

August 4, 2025

August 15, 2025

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, 2025 and 2024 (in thousands):

The following is a summary of the shares issued under the Dividend Reinvestment and Common Stock Purchase Plan for the three and six months ended June 30, 2025 and 2024 (in thousands):

Shares issued

1 unchanged sentence

Three Months Ended

March 31, 2024

June 30, 2024

Three Months Ended

March 31, 2025

June 30, 2025

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2025

At-The-Market Offering Programs

The following is a summary of the shares issued under our former $ 1.0 billion 2021 At-The-Market Offering Program (the “2021 ATM Program”) and our current $ 1.25 billion 2024 At-The-Market Offering Program (the “2024 ATM Program,” and together with the 2021 ATM Program, the “ATM Programs”) for the three months ended March 31, 2025 and 2024 (in thousands except average price per share):

The following is a summary of the shares issued under our former $ 1.0 billion 2021 At-The-Market Offering Program and our current $ 1.25 billion 2024 At-The-Market Offering Program (collectively, the “ATM Program”) for the three and six months ended June 30, 2025 and 2024 (in thousands except average price per share):

Average Net Price

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Three Months Ended

March 31, 2024

June 30, 2024

Three Months Ended

March 31, 2025

June 30, 2025

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2025

(1) Represents the average price per share after issuance costs.

We did not utilize the forward provisions under the ATM Programs during the three months ended March 31, 2025 and 2024.

We did not utilize the forward provisions under the ATM Program during the three and six months ended June 30, 2025 and 2024.

Accumulated Other Comprehensive Income (Loss)

The following is a summary of our accumulated other comprehensive income (loss), net of tax as of March 31, 2025 and December 31, 2024:

The following is a summary of our accumulated other comprehensive income (loss), net of tax as of June 30, 2025 and December 31, 2024:

(in thousands)

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Total accumulated other comprehensive income for Omega

During the three months ended March 31, 2025 and 2024, we reclassified $ 1.4 million and $ 2.6 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.

During the three months ended June 30, 2025 and 2024, we reclassified $ 1.4 million and $ 2.6 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.

During the six months ended June 30, 2025 and 2024, we reclassified $ 2.8 million and $ 5.2 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.

NOTE 13 – TAXES

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The following is a summary of our provision for income taxes:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

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(1) The above amounts do not include gross income receipts or franchise taxes payable to certain states and municipalities.

The income tax expense for both the three months ended March 31, 2025 and 2024 was primarily due to income from foreign jurisdictions that subject to foreign income taxes and withholding taxes.

As of March 31, 2025 and December 31, 2024, deferred tax assets totaled $ 19.6 million and $ 19.4 million, respectively, and deferred tax liabilities totaled zero .

The income tax expense for both the three and six months ended June 30, 2025 and 2024 was primarily due to income from foreign jurisdictions that subject to foreign income taxes and withholding taxes.

As of June 30, 2025 and December 31, 2024, deferred tax assets totaled $ 20.5 million and $ 19.4 million, respectively, and deferred tax liabilities totaled zero .

Our deferred tax assets relate primarily to loss carryforwards.

NOTE 14 – STOCK-BASED COMPENSATION

Stock-based compensation expense was $ 15.8 million and $ 9.2 million for the three months ended March 31, 2025 and 2024, respectively.

Stock-based compensation expense of $ 15.8 million for the three months ended March 31, 2025 includes $ 6.6 million of non-cash stock-based compensation expense associated with the transition discussed in the “Leadership Transition” section below.

The following is a summary of our stock-based compensation expense for the three and six months ended June 30, 2025 and 2024, respectively.

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Stock-based compensation expense

Stock-based compensation expense of $ 25.0 million for the six months ended June 30, 2025 includes $ 6.6 million of non-cash stock-based compensation expense associated with the transition discussed in the “Leadership Transition” section below.

Stock-based compensation expense is included within general and administrative expenses on our Consolidated Statements of Operations.

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We also granted 63,578 performance-based RSUs during the first quarter of 2025 to certain employees, which are earned based on the level of performance over the performance period (normally three years ) and vest on December 31, 2027, subject to continued employment.

We granted 22,766 time-based PIUs and 22,040 time-based RSUs to directors during the second quarter of 2025, and those units vest on the date of Omega’s 2026 annual meeting of stockholders, subject to the director’s continued service and vesting in certain other events.

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.

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2031 notes (3)

2033 notes (3)

2025 Term Loan (3)(6)

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(1) Wholly owned subsidiaries of Omega OP are the obligors on this borrowing.

Loan is denominated in British Pounds Sterling (“GBP”).

(2) Represents the remaining fair value adjustment associated with the 2026 mortgage loan, that was assumed as part of an asset acquisition in July 2024, that is being amortized over the remaining contractual term of the loan.

(3) Guaranteed by Omega OP.

(4) As of March 31, 2025 and December 31, 2024, there were no borrowings outstanding under Omega’s $ 1.45 billion senior unsecured multicurrency revolving credit facility (“Revolving Credit Facility”).

The applicable interest rate on the USD tranche and on the GBP borrowings under the alternative currency tranche of the Revolving Credit Facility were 5.64 % and 5.77 % , respectively, as of March 31, 2025.

(4) As of June 30, 2025 and December 31, 2024, there were no borrowings outstanding under Omega’s $ 1.45 billion senior unsecured multicurrency revolving credit facility (“Revolving Credit Facility”).

The applicable interest rate on the USD tranche and on the GBP borrowings under the alternative currency tranche of the Revolving Credit Facility were 5.64 % and 5.54 % , respectively, as of June 30, 2025.

In April 2025, the maturity date was extended from April 30, 2025 to October 30, 2025 following Omega’s election to utilize one of two six-month extension options.

(5) The Company repaid the $ 400 million of 4.50 % senior notes that matured on January 15, 2025 using available cash.

(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 term loan (“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 % .

Omega previously provided notification in January 2025 to extend the maturity date from April 30, 2025 to October 30, 2025 .

Subsequent to quarter end, Omega elected to repay the OP Term Loan on April 29, 2025, prior to its original maturity date.

(5) The Company repaid $ 400 million of 4.50 % senior notes that matured on January 15, 2025 using available cash.

(6) The weighted average interest rate of the $ 428.5 million term loan (the “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 % .

In July 2025, the maturity date of the 2025 Term Loan was extended from August 8, 2025 to August 8, 2026 following Omega’s election to utilize one of two 12-month extension options.

(7) On April 29, 2025, Omega repaid the $ 50 million term loan (“OP Term Loan”) using available cash prior to its original maturity date.

Omega OP was the obligor on this borrowing.

(8) All borrowings are direct borrowings of Parent unless otherwise noted.

(9) Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants.

As of March 31, 2025 and December 31, 2024, we were in compliance with all applicable covenants for our borrowings .

As of June 30, 2025 and December 31, 2024, we were in compliance with all applicable covenants for our borrowings .

$600 Million Senior Note Issuance

On June 20, 2025, Omega issued $ 600 million of Senior Notes due 2030 (the “2030 Senior Notes”) that mature on July 1, 2030 and bear interest at a fixed rate of 5.200 % per annum, payable semi-annually on January 1 and July 1 of each year, commencing on January 1, 2026.

The 2030 Senior Notes were sold at an issue price of 99.118 % of their face value, resulting in a discount of $ 5.3 million.

We incurred $ 5.6 million of deferred costs in connection with the issuance.

The net proceeds from the issuance will be used for general corporate purposes, which may include, among other things, repayment of our existing indebtedness and future acquisition or investment opportunities in healthcare-related real estate properties and to pay certain fees and expenses related to the offering.

NOTE 16 – DERIVATIVES AND HEDGING

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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, 2025, we have 12 interest rate swaps with $ 478.5 million in notional value and four interest rate caps with £ 190.0 million in notional value.

The swaps and the majority of the caps are designated as cash flow hedges of the interest payments on three of Omega’s variable interest loans.

As of June 30, 2025, we have 11 interest rate swaps with $ 428.5 million in notional value and four interest rate caps with £ 190.0 million in notional value.

The swaps and the majority of the caps 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.

During the second quarter of 2025, we terminated one interest rate swap with $ 50.0 million of notional value and paid our swap counterparty $ 0.5 million in connection with the repayment of the OP Term Loan.

On March 27, 2020 , we entered into five forward starting swaps totaling $ 400 million, indexed to 3-month LIBOR, that were issued at a weighted average fixed rate of approximately 0.8675 % and were subsequently designated 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 had an effective date of August 1, 2023 and an expiration date of August 1, 2033 .

In conjunction with the October 2020 issuance of $ 700 million of 3.375 % Senior Notes due 2031 (the “2031 Senior Notes”) and the March 2021 issuance of $ 700 million aggregate principal amount of our 3.25 % Senior Notes due 2033 (the “2033 Senior Notes”), we applied hedge accounting for these five forward starting swaps and began amortization.

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 were 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).

As a result of these transactions, the aggregate unrealized gain of $ 41.2 million ($ 9.5 million gain related to the 2031 Senior Notes issuance and $ 31.7 million gain related to the 2033 Senior Notes issuance) included within accumulated other comprehensive income at the time of the Senior Notes issuances is being ratably reclassified as a reduction to interest expense, net over 10 years.

On May 30, 2023, the five forward starting swaps were terminated, and Omega received a net cash settlement of $ 92.6 million from the swap counterparties.

The incremental $ 51.4 million of gains related to the forward swaps, recorded in accumulated other comprehensive income, were frozen at the time of termination and will be recognized ratably over 10 years in earnings when the next qualifying debt issuance occurs.

The $ 600 million of 2030 Senior Notes that were issued in June 2025, as discussed further in Note 15 – Borrowing Activities and Arrangements, were determined to be a qualifying issuance, and amortization of the $ 51.4 million began as of the issuance date of the 2030 Senior Notes.

The amortization is recorded as a reduction to interest expense.

The location and fair value of derivative instruments designated as hedges, at the respective balance sheet dates, were as follows:

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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.

Derivatives Not Designated as Hedging Instruments

We enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the USD, our reporting currency, and GBP.

These derivative contracts generally mature within one year and are not designated as hedge instruments for accounting purposes.

As the currency exchange swap is not accounted for as a hedging instrument, the change in fair value is recorded in earnings through other income – net in the Consolidated Statements of Operations.

In connection with funding a $ 344.2 million acquisition in the U.K.

(see Note 2 – Real Estate Assets), in April 2025, Omega entered a GBP/USD currency forward with a notional value of £ 90.0 million and a GBP-USD forward rate of 1.2733 .

The swap was settled on the closing date of the acquisition, and we recorded a $ 5.2 million gain from its termination within other income – net in the Consolidated Statements of Operations for the three months ended June 30, 2025.

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).

At March 31, 2025 and December 31, 2024, the net carrying amounts and fair values of our other financial instruments were as follows:

March 31, 2025

At June 30, 2025 and December 31, 2024, the net carrying amounts and fair values of our other financial instruments were as follows:

June 30, 2025

December 31, 2024

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3.38 % notes due 2031 – net

3.25 % notes due 2033 – net

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, 2024).

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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.

In July 2025, the Delaware state court requested that Omega file an answer to the lawsuit by August 19, 2025 while allowing the stay to remain in place, subject to further orders of the court.

Omega believes that the claims are baseless and is evaluating procedural and substantive legal options in connection with this recently lawsuit to the extent the stay is lifted.

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.

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In connection with certain facility transitions, we have agreed to indemnify certain operators in certain events.

As of March 31, 2025, our maximum funding commitment under these indemnification agreements was $ 7.8 million.

As of June 30, 2025, our maximum funding commitment under these indemnification agreements was $ 8.4 million.

Claims under these indemnification agreements generally may be made within 18 months to 72 months of the transition date.

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We expect the funding of these commitments to be completed over the next several years.

Our remaining commitments at March 31, 2025, are outlined in the table below (in thousands):

Our remaining commitments at June 30, 2025, are outlined in the table below (in thousands):

Lessor construction and capital commitments under lease agreements

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(1) Includes finance costs.

In February 2025, Omega executed a purchase agreement for a portfolio of facilities in the U.K.

and in the Bailiwick of Jersey for a purchase price of £ 238 million, which is not included in the table above.

Concurrently with execution of the purchase agreement, Omega made a £ 23.8 million deposit (or $ 30.1 million) into escrow that is refundable only upon the occurrence of certain regulatory and seller conditions that result in the termination of the purchase.

The acquisition deposit was included in other assets in our Consolidated Balance Sheets as of March 31, 2025.

The acquisition closed during the second quarter of 2025.

Please see Note 22 – Subsequent Events, for additional information on the acquisition .

NOTE 19 – EARNINGS PER SHARE

The following tables set forth the computation of basic and diluted earnings per share:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except per share amounts)

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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, 2025 and 2024:

Three Months Ended March 31,

The following are supplemental disclosures to the Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30,

(in thousands)

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Interest expense related to the Company’s reportable segment is as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Interest expense

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NOTE 22 – SUBSEQUENT EVENTS

In April 2025, we closed on the acquisition for which we funded a £ 23.8 million deposit during the first quarter of 2025, as detailed in Note 18 – Commitments and Contingencies.

The acquisition included 45 facilities in the U.K.

( 43 facilities) and in the Bailiwick of Jersey ( 2 facilities) for total consideration, including transaction expenses, of £ 259.8 million.

The facilities will be leased to 4 existing operators and 2 new operators with a weighted average initial cash yield of 10.0 %.

In July 2025, we funded three mortgage loans with $ 75.6 million in aggregate principal.

The loans bear interest at 10 % per annum and have a maturity date of July 31, 2027 , with a one -year extension option.

The mortgage loans are secured by 12 facilities.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements