Core Viewpoint - Omega Healthcare Investors reported strong financial results for Q2 2025, with significant growth in both GAAP earnings and revenue, driven by new investments and positive operator developments [1][5][11] Financial Performance - GAAP revenue reached $282.5 million, exceeding analyst expectations of $240.6 million, marking an 11.8% increase year-over-year from $252.7 million in Q2 2024 [2][5] - GAAP earnings per share were $0.46, surpassing the anticipated $0.43, and reflecting a 2.2% increase from $0.45 in Q2 2024 [2][5] - Adjusted Funds From Operations (AFFO) per share increased to $0.77, an 8.5% rise from $0.71 in Q2 2024 [2][5] Investment Activities - The company invested a total of $527 million, with $502.1 million allocated to real estate acquisitions, including a significant purchase of 45 facilities in the U.K. for $344 million at a 10% initial cash yield [6] - Omega also issued $600 million in senior notes due 2030 and raised $258 million in new equity through share issuance [9] Portfolio and Operator Performance - Portfolio occupancy improved to 82.2% for the trailing 12 months ended March 31, 2025, up from 80.9% for the twelve months ended June 30, 2024 [8] - The EBITDAR/rent coverage ratio improved from 1.49x to 1.51x, indicating better operator ability to meet rent obligations [8] - The share of revenue from private payors rose from 8% ten years ago to 39% as of Q1 2025, reflecting a strategic shift to reduce reliance on government reimbursement [8] Regulatory and Market Environment - A federal court ruling in April 2025 invalidated new minimum staffing rules, alleviating a near-term challenge for the sector [10] - Ongoing monitoring of Medicaid reforms and government payment policies is essential due to potential long-term risks [10] Future Guidance - Management raised full-year 2025 guidance for Adjusted Funds From Operations to $3.04–$3.07 per share, reflecting stronger portfolio performance and optimistic operator stability [11][12] - The guidance assumes no significant changes in operator cash flows or large new acquisitions beyond those already announced [12]

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents Omega's unaudited consolidated financial statements for Q2 2025, including balance sheets, operations, comprehensive income, equity, cash flows, and detailed notes [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Snapshot of Omega's financial position as of June 30, 2025, showing increased total assets and equity compared to Dec 31, 2024 Consolidated Balance Sheet Summary | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------- | :----------------------------- | :----------------------------- | | Total assets | $10,546,476 | $9,897,891 | | Total liabilities | $5,357,469 | $5,167,052 | | Total equity | $5,189,007 | $4,730,839 | - Total assets increased by **$648.6 million (6.55%)** from December 31, 2024, to June 30, 2025, primarily driven by increases in real estate assets and cash[10](index=10&type=chunk) - Total equity increased by **$458.1 million (9.68%)** over the same period[10](index=10&type=chunk) [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) Details Omega's revenues, expenses, net income, and EPS for Q2 2025 and 2024, reflecting significant net income growth Consolidated Statements of Operations Summary | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Total revenues | $282,506 | $252,745 | $559,291 | $496,044 | | Total expenses | $171,949 | $149,888 | $347,263 | $323,960 | | Net income | $140,479 | $117,079 | $252,539 | $186,425 | | Net income available to common stockholders | $136,599 | $113,862 | $245,631 | $181,223 | | Basic EPS | $0.46 | $0.46 | $0.80 | $0.73 | | Diluted EPS | $0.46 | $0.45 | $0.79 | $0.72 | - Net income increased by **20.0%** for the three months ended June 30, 2025, and by **35.5%** for the six months ended June 30, 2025, compared to the respective prior-year periods[12](index=12&type=chunk) - Basic EPS remained flat at **$0.46** for the three months ended June 30, 2025, but increased to **$0.80** for the six months ended June 30, 2025, from $0.73 in the prior year[12](index=12&type=chunk) [Consolidated Statements of Comprehensive Income](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Shows net income adjusted for other comprehensive income (loss) items, indicating a substantial increase in comprehensive income Consolidated Statements of Comprehensive Income Summary | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Net income | $140,479 | $117,079 | $252,539 | $186,425 | | Total other comprehensive income | $55,844 | $2,569 | $76,254 | $5,158 | | Comprehensive income attributable to common stockholders | $190,847 | $116,355 | $319,714 | $186,230 | - Total other comprehensive income saw a significant increase, primarily due to foreign currency translation gains of **$58.2 million** and **$83.6 million** for the three and six months ended June 30, 2025, respectively[13](index=13&type=chunk) [Consolidated Statements of Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Equity) Presents changes in stockholders' equity and noncontrolling interest for Q2 2025 and 2024, reflecting stock issuance, dividends, and net income Consolidated Statements of Equity Summary | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------- | :----------------------------- | :----------------------------- | | Total stockholders' equity | $4,988,297 | $4,536,673 | | Total equity | $5,189,007 | $4,730,839 | - Issuance of common stock generated **$257.1 million** and **$517.9 million** in additional paid-in capital for the three and six months ended June 30, 2025, respectively[16](index=16&type=chunk)[18](index=18&type=chunk) - Common dividends declared were **$194.6 million ($0.67 per share)** for the three months and **$383.9 million ($1.34 per share)** for the six months ended June 30, 2025[16](index=16&type=chunk)[18](index=18&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash flows from operating, investing, and financing activities for H1 2025 and 2024, showing increased cash from operating and financing Consolidated Statements of Cash Flows Summary | Cash Flow Activity | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :----------------- | :------------------------------------------ | :------------------------------------------ | | Operating activities | $421,217 | $335,577 | | Investing activities | $(444,286) | $(255,972) | | Financing activities | $241,257 | $(485,221) | | Cash, cash equivalents and restricted cash at end of period | $772,584 | $39,131 | - Net cash provided by operating activities increased by **$85.6 million (25.5%)** year-over-year[19](index=19&type=chunk) - Net cash used in investing activities increased by **$188.3 million (73.6%)** due to higher real estate acquisitions[19](index=19&type=chunk) - Net cash provided by financing activities significantly improved from a net use of **$485.2 million** in 2024 to a net provision of **$241.3 million** in 2025, a change of **$726.5 million**[19](index=19&type=chunk) [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Detailed disclosures on Omega's financial statements, covering operations, accounting policies, assets, liabilities, equity, and risk management [NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES](index=9&type=section&id=NOTE%201%20%E2%80%93%20BASIS%20OF%20PRESENTATION%20AND%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines Omega's REIT business in healthcare real estate (US/UK), financial statement preparation, consolidation, and new accounting pronouncements - Omega Healthcare Investors, Inc. operates as a REIT, focusing on financing and capital for the long-term healthcare industry, with a core portfolio of triple net leases and real estate loans[21](index=21&type=chunk) - The Company is structured as an UPREIT, with the Parent owning **97%** of Omega OP Units as of June 30, 2025[22](index=22&type=chunk) - The financial statements are unaudited and prepared in accordance with Form 10-Q, consolidating wholly-owned subsidiaries and controlled joint ventures/VIEs[23](index=23&type=chunk) - The Company is evaluating the impact of new FASB ASUs 2024-03 (Expense Disaggregation) and 2023-09 (Income Tax Disclosures), effective for annual periods beginning after December 15, 2026, and December 15, 2024, respectively[25](index=25&type=chunk)[26](index=26&type=chunk) [NOTE 2 – REAL ESTATE ASSETS](index=10&type=section&id=NOTE%202%20%E2%80%93%20REAL%20ESTATE%20ASSETS) Details Omega's real estate portfolio, rental income, asset acquisitions, construction in progress, and direct financing leases - As of June 30, 2025, the portfolio includes **577 SNFs, 342 ALFs, 19 ILFs, 18 specialty facilities, and one medical office building**[27](index=27&type=chunk) Rental Income by Type | Rental Income Type | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Fixed income from operating leases | $235,596 | $210,554 | $463,791 | $413,846 | | Variable income from operating leases | $3,606 | $3,510 | $7,409 | $6,887 | | Interest income from direct financing leases | $— | $251 | $180 | $503 | | Total rental income | $239,202 | $214,315 | $471,380 | $421,236 | Real Estate Assets Acquired | Period | SNF | ALF | Total Real Estate Assets Acquired (in millions) | Initial Annual Cash Yield | | :----- | :-- | :-- | :-------------------------------------------- | :------------------------ | | Q1 2025 | — | 2 | $10.6 | 9.9% | | Q1 2025 | — | 4 | $47.7 | 10.0% | | Q2 2025 | — | 45 | $344.2 | 10.0% | | Q2 2025 | — | 1 | $11.6 | 10.0% | | Q2 2025 | — | 2 | $32.0 | 10.0% | | Q2 2025 | — | 1 | $8.5 | 10.0% | | Q2 2025 | 8 | — | $105.8 | 10.0% | | Total | 8 | 55 | $560.4 | | - Investments in construction in progress and capital improvement programs totaled **$62.7 million** for the six months ended June 30, 2025, compared to $56.2 million in the prior year[31](index=31&type=chunk) - A **$201.8 million** ALF project (Inspir Embassy Row) was completed and placed into service in February 2025, generating **$5.3 million** in rental income for the six months ended June 30, 2025[33](index=33&type=chunk) - A direct financing lease with a net investment of **$9.5 million** was terminated in Q1 2025 and reclassified to real estate assets, with a **$10.0 million** lease inducement immediately expensed[34](index=34&type=chunk) [NOTE 3 – ASSETS HELD FOR SALE, DISPOSITIONS AND IMPAIRMENTS](index=13&type=section&id=NOTE%203%20%E2%80%93%20ASSETS%20HELD%20FOR%20SALE%2C%20DISPOSITIONS%20AND%20IMPAIRMENTS) Details Omega's assets held for sale, completed dispositions, unrecognized sales, and real estate impairment charges Assets Held for Sale | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------- | :----------------------------- | :----------------------------- | | Number of facilities held for sale | 2 | 12 | | Amount of assets held for sale | $12,358 | $56,194 | - During the six months ended June 30, 2025, Omega sold **34 facilities** for **$183.0 million** in net cash proceeds, recognizing a net gain of **$33.0 million**[37](index=37&type=chunk) - Real estate impairments totaled **$15.4 million** for the six months ended June 30, 2025, affecting **four facilities**, compared to $13.5 million for seven facilities in the prior year[40](index=40&type=chunk)[41](index=41&type=chunk) - Three facility sales, totaling **$19.7 million** in net real estate assets, remained unrecognized as of June 30, 2025, due to not meeting contract criteria[39](index=39&type=chunk) [NOTE 4 – CONTRACTUAL RECEIVABLES AND OTHER RECEIVABLES AND LEASE INDUCEMENTS](index=15&type=section&id=NOTE%204%20%E2%80%93%20CONTRACTUAL%20RECEIVABLES%20AND%20OTHER%20RECEIVABLES%20AND%20LEASE%20INDUCEMENTS) Breaks down receivables and lease inducements, discusses cash basis revenue, rent deferrals, collateral, and operator collectibility issues Receivables and Lease Inducements | Receivable Type | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------------ | :----------------------------- | :----------------------------- | | Contractual receivables – net | $11,552 | $12,611 | | Effective yield interest receivables | $2,099 | $1,839 | | Straight-line rent receivables | $246,458 | $238,690 | | Lease inducements | $8,576 | $8,788 | - Two new operators and one existing operator were placed on a cash basis of revenue recognition during the six months ended June 30, 2025, resulting in a **$15.5 million** write-off of straight-line rent receivable for the existing operator[45](index=45&type=chunk) - As of June 30, 2025, **22 operators** are on a cash basis for revenue recognition, representing **17.5%** of total revenues for the six months ended June 30, 2025[48](index=48&type=chunk) - Maplewood short-paid contractual rent and interest by **$1.8 million** in July 2025, and its secured revolving credit facility remains on non-accrual status[52](index=52&type=chunk)[54](index=54&type=chunk) - LaVie's master lease was assumed by Avardis effective June 1, 2025, with Avardis paying full contractual rent of **$3.1 million** in June and July 2025[57](index=57&type=chunk)[58](index=58&type=chunk) - Genesis Healthcare, Inc. filed for Chapter 11 bankruptcy in July 2025; Omega committed up to **$8.0 million** in DIP financing, requiring Genesis to pay full contractual rent[62](index=62&type=chunk) [NOTE 5 – REAL ESTATE LOANS RECEIVABLE](index=21&type=section&id=NOTE%205%20%E2%80%93%20REAL%20ESTATE%20LOANS%20RECEIVABLE) Details Omega's real estate loans receivable, including mortgage notes and other real estate loans, their interest rates, maturities, and an update on the Maplewood Revolving Credit Facility - As of June 30, 2025, real estate loans receivable – net totaled **$1,416.8 million**, consisting of **23 fixed-rate mortgage notes** on **97 facilities** and **20 other real estate loans**[63](index=63&type=chunk)[64](index=64&type=chunk) Real Estate Loans Receivable Summary | Loan Type | Weighted Average Interest Rate | Weighted Average Years to Maturity | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------------------ | :----------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Mortgage notes receivable – net | 11.0% | 4.1 | $932,532 | $942,765 | | Other real estate loans – net | 9.1% | 6.9 | $484,288 | $485,533 | | Total real estate loans receivable – net | | | $1,416,820 | $1,428,298 | Real Estate Loans Interest Income | Interest Income Type | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :--------------------------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Mortgage notes – interest income | $25,520 | $21,651 | $51,525 | $41,494 | | Other real estate loans – interest income | $7,455 | $9,307 | $14,612 | $18,203 | | Total real estate loans interest income | $32,975 | $30,958 | $66,137 | $59,697 | - The Maplewood Revolving Credit Facility (**$320 million notional**) is on non-accrual status due to liquidity issues, with Maplewood failing to make required cash interest payments[69](index=69&type=chunk) [NOTE 6 – NON-REAL ESTATE LOANS RECEIVABLE](index=23&type=section&id=NOTE%206%20%E2%80%93%20NON-REAL%20ESTATE%20LOANS%20RECEIVABLE) Outlines Omega's non-real estate loans (working capital, other loans) and updates on Genesis loans, including new DIP financing - As of June 30, 2025, Omega had **46 non-real estate loans** with **32 different borrowers**, totaling **$333.3 million net**[71](index=71&type=chunk) Non-Real Estate Loans Receivable Summary | Loan Type | Weighted Average Interest Rate | Weighted Average Years to Maturity | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------------------ | :----------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Working capital loans receivable | 9.5% | 0.9 | $60,766 | $57,071 | | Other loans receivable | 10.2% | 3.8 | $379,695 | $397,998 | | Total non-real estate loans receivable – net | | | $333,340 | $332,274 | - Non-real estate loans generated **$20.0 million** in interest income for the six months ended June 30, 2025, up from $14.2 million in the prior year[73](index=73&type=chunk) - Omega committed up to **$8.0 million** of a **$30.0 million** junior secured DIP financing to Genesis in July 2025, bearing **15.0% PIK interest**, to support its operations during Chapter 11 bankruptcy[77](index=77&type=chunk) [NOTE 7 – ALLOWANCE FOR CREDIT LOSSES](index=26&type=section&id=NOTE%207%20%E2%80%93%20ALLOWANCE%20FOR%20CREDIT%20LOSSES) Provides a rollforward of the allowance for credit losses for real estate and non-real estate loans, detailing write-offs and recoveries Allowance for Credit Losses Rollforward | Financial Statement Line Item | Allowance for Credit Loss as of Dec 31, 2024 (in thousands) | Provision (Recovery) for Credit Loss for the six months ended June 30, 2025 (in thousands) | Write-offs charged against allowance for the six months ended June 30, 2025 (in thousands) | Allowance for Credit Loss as of June 30, 2025 (in thousands) | | :---------------------------- | :---------------------------------------- | :----------------------------------------------------------------------- | :----------------------------------------------------------------------- | :---------------------------------------- | | Real estate loans receivable | $71,249 | $1,028 | $— | $72,277 | | Non-real estate loans receivable | $122,795 | $2,177 | $(17,851) | $107,121 | | Total | $198,612 | $2,273 | $(17,851) | $181,429 | - The total allowance for credit losses decreased from **$198.6 million** at December 31, 2024, to **$181.4 million** at June 30, 2025, primarily due to write-offs related to the LaVie plan of reorganization[78](index=78&type=chunk)[81](index=81&type=chunk) - During the six months ended June 30, 2025, Omega received **$2.0 million** in credit loss recoveries from previously written-off loans[78](index=78&type=chunk) [NOTE 8 – VARIABLE INTEREST ENTITIES](index=28&type=section&id=NOTE%208%20%E2%80%93%20VARIABLE%20INTEREST%20ENTITIES) Distinguishes unconsolidated and consolidated VIEs, detailing Omega's maximum loss exposure and financial impact - Omega holds variable interests in several unconsolidated VIEs, with a maximum exposure to loss of **$331.2 million** as of June 30, 2025[90](index=90&type=chunk) Unconsolidated VIEs Financial Summary | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------- | :----------------------------- | :----------------------------- | | Total assets of unconsolidated VIEs | $1,659,352 | $1,834,929 | | Total liabilities of unconsolidated VIEs | $(50,880) | $(52,692) | | Total collateral | $(1,277,290) | $(1,470,096) | | Maximum exposure to loss | $331,182 | $312,141 | - Revenues from unconsolidated VIE operators totaled **$79.2 million** for the six months ended June 30, 2025, an increase from $52.3 million in the prior year[93](index=93&type=chunk) - Omega consolidates Omega OP and one other joint venture, which had **$23.8 million** in total assets as of June 30, 2025[94](index=94&type=chunk)[95](index=95&type=chunk) [NOTE 9 – INVESTMENTS IN JOINT VENTURES](index=31&type=section&id=NOTE%209%20%E2%80%93%20INVESTMENTS%20IN%20JOINT%20VENTURES) Summarizes Omega's investments in unconsolidated joint ventures, detailing ownership, facility types, and carrying amounts Investments in Joint Ventures Summary | Entity | Ownership % | Facility Type | Facility Count | Carrying Amount June 30, 2025 (in thousands) | Carrying Amount December 31, 2024 (in thousands) | | :-------------------------------- | :---------- | :------------ | :------------- | :------------------------------------------- | :------------------------------------------- | | Lakeway Realty, L.L.C. | 51% | Specialty facility | 1 | $65,979 | $67,541 | | Second Spring Healthcare Investment | 15% | N/A | — | $7,320 | $7,117 | | Other Real Estate JVs | 20% – 50% | Various | 6 | $4,488 | $6,736 | | Other Healthcare JVs | 9% – 25% | N/A | N/A | $7,642 | $7,317 | | Total | | | | $85,429 | $88,711 | - As of June 30, 2025, Omega had **$18.5 million** in loans outstanding with these joint ventures[97](index=97&type=chunk) [NOTE 10 – GOODWILL AND OTHER INTANGIBLES](index=31&type=section&id=NOTE%2010%20%E2%80%93%20GOODWILL%20AND%20OTHER%20INTANGIBLES) Summarizes Omega's goodwill, intangible assets/liabilities, including above/below market leases, and their amortization Goodwill and Other Intangibles Summary | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------- | :----------------------------- | :----------------------------- | | Goodwill | $644,888 | $643,664 | | Net above market leases | $29,155 | $28,064 | | Net below market leases | $6,867 | $8,076 | - Goodwill increased by **$1.2 million** due to foreign currency translation[98](index=98&type=chunk) - Net amortization related to intangibles was **$(0.8) million** for the six months ended June 30, 2025, compared to $1.1 million in the prior year[99](index=99&type=chunk) [NOTE 11 – CONCENTRATION OF RISK](index=33&type=section&id=NOTE%2011%20%E2%80%93%20CONCENTRATION%20OF%20RISK) Details Omega's concentration of risk by operator and geographic location, highlighting significant real estate investment exposures - As of June 30, 2025, Omega's portfolio included **1,056 healthcare facilities** across **42 states, Washington D.C., the U.K., and Jersey**, operated by **94 third-party operators**, with total investments of **$10.6 billion**[100](index=100&type=chunk) - Maplewood represented **6.6%** of total revenues for the six months ended June 30, 2025, and CommuniCare Health Services, Inc. represented **10.9%** of total revenues for the same period[101](index=101&type=chunk) - The top three geographic concentrations for real estate assets and mortgages were the **U.K. (17.8%), Texas (8.9%), and Indiana (5.9%)**[102](index=102&type=chunk) [NOTE 12 – STOCKHOLDERS' EQUITY](index=33&type=section&id=NOTE%2012%20%E2%80%93%20STOCKHOLDERS%27%20EQUITY) Covers changes in stockholders' equity, including authorized stock, dividends, equity issuance programs, and comprehensive income - Omega increased its authorized common stock from **350.0 million** to **700.0 million shares** on June 6, 2025[103](index=103&type=chunk) - The Company declared cash dividends of **$0.67 per common share** for February, May, and August 2025[105](index=105&type=chunk) Equity Issuance Programs | Program | Period Ended | Shares Issued (in thousands) | Gross Proceeds (in thousands) | | :------------------------------------------ | :----------- | :--------------------------- | :---------------------------- | | Dividend Reinvestment and Common Stock Purchase Plan | June 30, 2025 | 6,655 | $250,193 | | At-The-Market Offering Program | June 30, 2025 | 7,285 | $272,321 | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------------------- | :--------------------------- | :------------------------------- | | Foreign currency translation | $41,674 | $(66,110) | | Derivative instruments designated as cash flow hedges | $69,392 | $76,713 | | Derivative instruments designated as net investment hedges | $(12,311) | $11,898 | | Total accumulated other comprehensive income for Omega | $96,814 | $22,731 | [NOTE 13 – TAXES](index=37&type=section&id=NOTE%2013%20%E2%80%93%20TAXES) Details Omega's REIT tax status, TRS taxation, and income tax provision, primarily driven by foreign income - Omega operates as a REIT for federal income tax purposes, with domestic TRSs subject to federal, state, and local income taxes, and foreign subsidiaries subject to foreign income and withholding taxes[111](index=111&type=chunk)[112](index=112&type=chunk) Income Tax Expense | Tax Expense Type | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Federal, state and local income tax expense | $173 | $181 | $441 | $699 | | Foreign tax expense | $4,355 | $1,799 | $7,698 | $3,862 | | Total income tax expense | $4,528 | $1,980 | $8,139 | $4,561 | - The increase in income tax expense for both periods was primarily due to increased taxable income in the U.K. from acquisitions[114](index=114&type=chunk) [NOTE 14 – STOCK-BASED COMPENSATION](index=37&type=section&id=NOTE%2014%20%E2%80%93%20STOCK-BASED%20COMPENSATION) Details stock-based compensation expense, RSU/PIU grants, and leadership transition impact on compensation Stock-Based Compensation Expense | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Stock-based compensation expense | $9,234 | $9,188 | $25,046 | $18,415 | - Stock-based compensation expense for the six months ended June 30, 2025, includes **$6.6 million** of incremental non-cash expense related to the Chief Operating Officer's leadership transition[116](index=116&type=chunk)[120](index=120&type=chunk) - During Q1 2025, Omega granted **3,065 time-based RSUs** and **215,606 time-based PIUs**, and **1,832,700 performance-based PIUs** and **91,605 performance-based RSUs**[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) [NOTE 15 – BORROWING ACTIVITIES AND ARRANGEMENTS](index=40&type=section&id=NOTE%2015%20%E2%80%93%20BORROWING%20ACTIVITIES%20AND%20ARRANGEMENTS) Summarizes Omega's secured/unsecured borrowings, including interest rates, maturities, and recent financing activities Borrowings Summary | Borrowing Type | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------------------ | :----------------------------- | :----------------------------- | | Total secured borrowings | $260,942 | $243,310 | | Total senior notes and other unsecured borrowings – net | $4,739,491 | $4,595,549 | | Total secured and unsecured borrowings – net | $5,000,433 | $4,838,859 | - On June 20, 2025, Omega issued **$600 million** of **5.200% Senior Notes** due 2030[129](index=129&type=chunk) - The **$1.45 billion Revolving Credit Facility's** maturity was extended to October 30, 2025, and the 2025 Term Loan's maturity was extended to August 8, 2026[124](index=124&type=chunk)[126](index=126&type=chunk) - Omega repaid the **$50 million OP Term Loan** on April 29, 2025, and **$400 million of 4.50% senior notes** in January 2025[125](index=125&type=chunk)[127](index=127&type=chunk) [NOTE 16 – DERIVATIVES AND HEDGING](index=42&type=section&id=NOTE%2016%20%E2%80%93%20DERIVATIVES%20AND%20HEDGING) Describes Omega's use of derivatives (swaps, caps, forwards) to manage interest rate and foreign currency risks, detailing fair values and hedging - As of June 30, 2025, Omega had **11 interest rate swaps ($428.5 million notional)**, **four interest rate caps (£190.0 million notional)**, and **11 foreign currency forward contracts (£258.0 million notional)** for hedging purposes[131](index=131&type=chunk) - A **$50.0 million notional interest rate swap** was terminated in Q2 2025, resulting in a **$0.5 million payment** to the counterparty[132](index=132&type=chunk) - The **$600 million 2030 Senior Notes** issuance in June 2025 qualified for amortization of **$51.4 million** in gains from previously terminated forward swaps, reducing interest expense[133](index=133&type=chunk) - A GBP/USD currency forward contract related to a U.K. acquisition was settled in April 2025, resulting in a **$5.2 million gain** recorded in other income – net[136](index=136&type=chunk) [NOTE 17 – FINANCIAL INSTRUMENTS](index=44&type=section&id=NOTE%2017%20%E2%80%93%20FINANCIAL%20INSTRUMENTS) Provides net carrying amounts and fair values of Omega's financial instruments, including loans and debt, and fair value methodologies Financial Instruments Carrying Amount and Fair Value | Financial Instrument | Carrying Amount June 30, 2025 (in thousands) | Fair Value June 30, 2025 (in thousands) | Carrying Amount December 31, 2024 (in thousands) | Fair Value December 31, 2024 (in thousands) | | :------------------------------------ | :------------------------------------------- | :-------------------------------------- | :------------------------------------------- | :-------------------------------------- | | Real estate loans receivable – net | $1,416,820 | $1,440,769 | $1,428,298 | $1,447,262 | | Non-real estate loans receivable – net | $333,340 | $338,042 | $332,274 | $340,025 | | Total Assets | $1,750,160 | $1,778,811 | $1,770,025 | $1,796,740 | | Total Liabilities | $5,000,433 | $4,870,514 | $4,838,859 | $4,627,104 | - Fair values for real estate and non-real estate loans are estimated using discounted cash flow analysis (Level 3 inputs)[141](index=141&type=chunk) - Fair values of senior unsecured notes are estimated based on publicly available trading prices (Level 1 inputs)[141](index=141&type=chunk) [NOTE 18 – COMMITMENTS AND CONTINGENCIES](index=45&type=section&id=NOTE%2018%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) Details Omega's legal proceedings (Gulf Coast debt), indemnification agreements, and future funding commitments for construction and loans - Omega is involved in litigation concerning Gulf Coast Subordinated Debt, with a lawsuit filed in Delaware Superior Court stayed pending Maryland litigation appeal[139](index=139&type=chunk)[140](index=140&type=chunk) - Maximum funding commitment under indemnification agreements was **$8.4 million** as of June 30, 2025[143](index=143&type=chunk) Remaining Commitments | Commitment Type | Remaining Commitments June 30, 2025 (in thousands) | | :------------------------------------------ | :----------------------------------------------- | | Lessor construction and capital commitments under lease agreements | $228,711 | | Non-real estate loan commitments | $60,701 | | Real estate loan commitments | $37,914 | | Total remaining commitments | $327,326 | [NOTE 19 – EARNINGS PER SHARE](index=47&type=section&id=NOTE%2019%20%E2%80%93%20EARNINGS%20PER%20SHARE) Provides computation of basic and diluted earnings per share, including adjustments for non-controlling interests and dilutive securities Earnings Per Share Computation | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income available to common stockholders – basic | $134,501 (in thousands) | $113,862 (in thousands) | $230,348 (in thousands) | $181,223 (in thousands) | | Denominator for basic earnings per share | 291,188 (in thousands) | 249,366 (in thousands) | 287,101 (in thousands) | 247,719 (in thousands) | | Earnings per share – basic | $0.46 | $0.46 | $0.80 | $0.73 | | Earnings per share – diluted | $0.46 | $0.45 | $0.79 | $0.72 | - Diluted EPS for the six months ended June 30, 2025, increased to **$0.79** from $0.72 in the prior year[145](index=145&type=chunk) [NOTE 20 – SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENTS OF CASH FLOWS](index=49&type=section&id=NOTE%2020%20%E2%80%93%20SUPPLEMENTAL%20DISCLOSURE%20TO%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Supplemental disclosures to cash flow statements, including reconciliation of cash/equivalents/restricted cash, and details on interest/taxes paid Supplemental Cash Flow Disclosures | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :-------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Cash, cash equivalents and restricted cash at end of period | $772,584 | $39,131 | | Interest paid during the period, net of amounts capitalized | $112,657 | $115,168 | | Taxes paid during the period | $1,716 | $1,433 | - Cash, cash equivalents, and restricted cash significantly increased to **$772.6 million** at June 30, 2025, from $39.1 million in the prior year[147](index=147&type=chunk) [NOTE 21 – SEGMENTS](index=49&type=section&id=NOTE%2021%20%E2%80%93%20SEGMENTS) Omega operates as a single business segment, with the CEO evaluating performance based on net income and managing interest expense - Omega operates as one business segment, with the CEO (CODM) evaluating performance based on net income and managing interest expense[148](index=148&type=chunk)[149](index=149&type=chunk) Interest Expense by Period | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------ | :-------------------------------------------- | :-------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Interest expense | $51,881 | $50,604 | $102,781 | $104,748 | | Interest expense – net | $52,897 | $53,966 | $105,177 | $111,786 | [NOTE 22 – SUBSEQUENT EVENTS](index=49&type=section&id=NOTE%2022%20%E2%80%93%20SUBSEQUENT%20EVENTS) Discloses subsequent events, specifically the funding of new mortgage loans in July 2025 - In July 2025, Omega funded **three mortgage loans** totaling **$75.6 million**, bearing **10% interest per annum** and maturing in July 2027[150](index=150&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=51&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's perspective on Omega's financial condition, operations, and liquidity, discussing trends, regulatory impacts, and performance [Forward-Looking Statements and Factors Affecting Future Results](index=51&type=section&id=Forward-Looking%20Statements%20and%20Factors%20Affecting%20Future%20Results) Cautions on forward-looking statements and lists factors that could cause actual results to differ, including operator uncertainties and regulations - The discussion contains forward-looking statements based on current information, subject to various risks and uncertainties[153](index=153&type=chunk) - Key risk factors include operator business operations (reimbursement, regulatory matters, occupancy), recovery from staffing shortages and increased costs, changes in healthcare regulations (Medicaid/Medicare), operator bankruptcies, and availability/cost of capital[154](index=154&type=chunk) [Summary](index=53&type=section&id=Summary) Overview of Omega's REIT business in US/UK healthcare real estate, primarily SNFs and ALFs, and MD&A structure - Omega Healthcare Investors, Inc. operates as a REIT, investing in healthcare-related real estate properties in the U.S. and U.K., primarily SNFs and ALFs[155](index=155&type=chunk)[156](index=156&type=chunk) - The Company's core portfolio consists of long-term leases and real estate loans with healthcare operating companies[156](index=156&type=chunk) [Outlook, Trends and Other Conditions](index=54&type=section&id=Outlook%2C%20Trends%20and%20Other%20Conditions) Discusses long-term care industry recovery from COVID-19, highlighting challenges like labor shortages, inflation, and regulatory uncertainties - The industry continues to recover from COVID-19 impacts, but operators still face labor shortages, staffing expense increases, and inflation-related cost increases[158](index=158&type=chunk) - Uncertainty remains regarding whether reimbursement increases will offset incremental costs and lost revenues, and the impact of potential regulatory changes like the OBBBA[158](index=158&type=chunk) - Several operators have failed to make contractual payments, leading to deferrals, restructurings, or application of collateral[159](index=159&type=chunk) [Government Regulation and Reimbursement](index=54&type=section&id=Government%20Regulation%20and%20Reimbursement) Details evolving regulatory landscape for US/UK operators, including Medicare/Medicaid changes, quality initiatives, and SNF ownership scrutiny - The healthcare industry is heavily regulated, with frequent and substantial changes in federal, state, and local laws impacting operators' financial conditions[161](index=161&type=chunk) - The OBBBA, enacted in July 2025, includes estimated **$920 billion** in Medicaid cuts over the next decade and a ten-year delay on federal nursing home minimum staffing requirements[163](index=163&type=chunk) - CMS's final rule on minimum staffing requirements for SNFs, initially slated for staggered implementation, has been delayed by the OBBBA[167](index=167&type=chunk) - New CMS rules require SNFs to disclose ownership and managerial information, delayed until January 1, 2026, amidst concerns about private equity and REIT investments in healthcare[169](index=169&type=chunk) - Medicare Part A payments are projected to increase by **$1.16 billion (3.2%)** for fiscal year 2026, but a **4% reduction** in Medicare reimbursement rates is required starting in 2026 due to the Budget Control Act of 2011 and OBBBA[173](index=173&type=chunk)[175](index=175&type=chunk) [Second Quarter of 2025 and Recent Highlights](index=60&type=section&id=Second%20Quarter%20of%202025%20and%20Recent%20Highlights) Summarizes Omega's Q2 2025 key activities and financial performance, including investments, dispositions, financing, and operator collectibility [Investments](index=60&type=section&id=Investments) Omega's Q2 2025 investment activities included facility acquisitions, construction in progress, and new real estate loan originations - Acquired **57 facilities** for **$502.1 million** in Q2 2025, and **63 facilities** for **$560.4 million** for the six months ended June 30, 2025, with initial cash yields between **9.9%** and **10.0%**[182](index=182&type=chunk) - Invested **$62.7 million** in construction in progress and capital improvement programs for the six months ended June 30, 2025[182](index=182&type=chunk) - Funded **$45.7 million** under **14 new real estate loans** during the six months ended June 30, 2025, with weighted average interest rates of **10.3%**[182](index=182&type=chunk) [Dispositions and Impairments](index=60&type=section&id=Dispositions%20and%20Impairments) Highlights Omega's asset sales and impairment charges during Q2 2025 - Sold **34 facilities** for **$183.0 million** in net cash proceeds during the six months ended June 30, 2025, recognizing net gains of **$33.0 million**[182](index=182&type=chunk) - Recorded impairments of **$15.4 million** on **four facilities** during the six months ended June 30, 2025, with **$6.3 million** related to facilities held for sale[182](index=182&type=chunk) [Financing Activities](index=60&type=section&id=Financing%20Activities) Omega's financing activities included increasing authorized common stock, issuing senior notes, and extending credit facility maturities - Increased authorized common stock from **350.0 million** to **700.0 million shares** on June 6, 2025[182](index=182&type=chunk) - Issued **$600 million** of **5.200% Senior Notes** due 2030 on June 20, 2025[185](index=185&type=chunk) - Extended the maturity of the **$1.45 billion Revolving Credit Facility** to October 30, 2025, and the 2025 Term Loan to August 8, 2026[185](index=185&type=chunk) - Repaid the **$50 million OP Term Loan** on April 29, 2025[185](index=185&type=chunk) [Other Highlights](index=62&type=section&id=Other%20Highlights) Covers other significant financial activities, including non-real estate loan originations and repayments - Funded **$3.9 million** under **four new non-real estate loans** and advanced **$24.6 million** under existing non-real estate loans during the six months ended June 30, 2025[183](index=183&type=chunk) - Received **$28.6 million** in principal repayments on non-real estate loans during the six months ended June 30, 2025[183](index=183&type=chunk) [Collectibility Issues](index=62&type=section&id=Collectibility%20Issues) Details significant collectibility challenges with key operators, including cash basis, rent shortfalls, and bankruptcy proceedings - Placed **two new and one existing operator** on a cash basis of revenue recognition, resulting in a **$15.5 million** straight-line rent receivable write-off for the existing operator[186](index=186&type=chunk) - Maplewood short-paid contractual rent by **$6.6 million** and interest by **$5.4 million** for the six months ended June 30, 2025, and its secured revolving credit facility is on non-accrual status[186](index=186&type=chunk) - LaVie's master lease was assumed by Avardis effective June 1, 2025, following a Chapter 11 reorganization plan, with Avardis making full contractual rent payments[189](index=189&type=chunk) - Genesis Healthcare, Inc. filed for Chapter 11 bankruptcy in July 2025; Omega committed up to **$8.0 million** in DIP financing, requiring Genesis to pay full contractual rent[189](index=189&type=chunk) [Dividends](index=64&type=section&id=Dividends) The Board of Directors declared a cash dividend of $0.67 per share for August 2025 - The Board of Directors declared a cash dividend of **$0.67 per share**, payable on August 15, 2025[188](index=188&type=chunk) [Results of Operations](index=65&type=section&id=Results%20of%20Operations) Detailed comparison of Omega's consolidated results of operations for Q2 and H1 2025 vs 2024, analyzing revenues, expenses, and other items Results of Operations Summary (Three Months) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Variance (in thousands) | | :------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | :---------------------- | | Rental income | $239,202 | $214,315 | $24,887 | | Interest income | $42,997 | $38,042 | $4,955 | | Depreciation and amortization | $80,509 | $74,234 | $6,275 | | General and administrative | $23,838 | $22,148 | $1,690 | | Impairment on real estate properties | $14,215 | $8,182 | $6,033 | | (Recovery) provision for credit losses | $(4,771) | $(14,172) | $9,401 | | Interest expense | $52,897 | $53,966 | $(1,069) | | Other income – net | $13,751 | $3,363 | $10,388 | | Gain on assets sold – net | $22,886 | $12,911 | $9,975 | | Income tax expense | $(4,528) | $(1,980) | $(2,548) | Results of Operations Summary (Six Months) | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Variance (in thousands) | | :------------------------------------ | :------------------------------------------ | :------------------------------------------ | :---------------------- | | Rental income | $471,380 | $421,236 | $50,144 | | Interest income | $86,113 | $73,878 | $12,235 | | Depreciation and amortization | $160,384 | $148,791 | $11,593 | | General and administrative | $55,895 | $43,680 | $12,215 | | Impairment on real estate properties | $15,450 | $13,474 | $1,976 | | (Recovery) provision for credit losses | $321 | $(5,702) | $6,023 | | Interest expense | $105,177 | $111,786 | $(6,609) | | Other income – net | $16,798 | $8,639 | $8,159 | | Gain on assets sold – net | $32,961 | $11,520 | $21,441 | | Income tax expense | $(8,139) | $(4,561) | $(3,578) | [Three Months Ended June 30, 2025 and 2024](index=66&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) Q2 2025 saw increased rental income from acquisitions and cash basis operators, higher interest income, and mixed expense changes - Rental income increased by **$24.9 million**, driven by facility acquisitions (**$31.5 million**), higher cash rent from cash basis operators (**$8.1 million**), and U.K. lease income (**$2.8 million**), partially offset by **$17.5 million** in straight-line receivable write-offs[193](index=193&type=chunk) - Interest income increased by **$5.0 million**, primarily from new and existing loan fundings (**$8.8 million**), partially offset by principal repayments and non-accrual loans[193](index=193&type=chunk) - Depreciation and amortization expense increased by **$6.3 million** due to facility acquisitions and capital additions[192](index=192&type=chunk) - Other income – net increased by **$10.4 million**, mainly from higher interest income on short-term investments and foreign currency/financial instrument gains[195](index=195&type=chunk) [Six Months Ended June 30, 2025 and 2024](index=68&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) H1 2025 rental income grew from acquisitions and cash basis operators, interest income increased, G&A and depreciation rose, and interest expense decreased - Rental income increased by **$50.1 million**, primarily from facility acquisitions (**$55.6 million**), higher cash rent from cash basis operators (**$17.9 million**), and U.K. lease income (**$3.2 million**), partially offset by **$17.5 million** in straight-line receivable write-offs and a **$10.0 million** lease inducement[197](index=197&type=chunk) - Interest income increased by **$12.2 million**, mainly from new and existing loan fundings (**$19.5 million**), partially offset by principal repayments and non-accrual loans[200](index=200&type=chunk) - General and administrative (G&A) expense increased by **$12.2 million**, including **$6.6 million** of non-cash stock-based compensation and **$2.2 million** of payroll expense related to the former COO's termination[202](index=202&type=chunk) - Interest expense decreased by **$6.6 million** due to repayments of senior notes and term loans, partially offset by new debt issuances and assumed mortgage loans[202](index=202&type=chunk) - Gain on assets sold – net increased by **$21.4 million** due to the sale of **34 facilities** in 2025 compared to nine in 2024[201](index=201&type=chunk) [Funds from Operations](index=72&type=section&id=Funds%20from%20Operations) Presents Nareit FFO, a non-GAAP measure, as a key operating performance indicator, showing significant increase for reported periods - Nareit FFO is used as a supplemental measure of operating performance, adjusting net income for asset dispositions, depreciation, amortization, and impairment on real estate assets[204](index=204&type=chunk)[205](index=205&type=chunk) Nareit FFO Summary | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :--------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Net income | $140,479 | $117,079 | $252,539 | $186,425 | | Nareit FFO | $213,473 | $189,115 | $397,251 | $342,237 | - Nareit FFO increased by **12.9%** for the three months and **16.1%** for the six months ended June 30, 2025, compared to the prior year periods[206](index=206&type=chunk) [Liquidity and Capital Resources](index=73&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses Omega's liquidity, capital structure, debt, equity programs, and cash flow, highlighting ability to meet obligations and fund investments [Sources and Uses](index=73&type=section&id=Sources%20and%20Uses) Omega's primary cash sources include rental/interest income, credit facilities, equity, and asset sales, funding dividends, debt, and investments - Primary cash sources include rental/interest income, Revolving Credit Facility, DRCSPP, ATM Program, facility sales, and debt issuance[207](index=207&type=chunk) - Anticipated uses include common stock dividends, debt service, real estate investments, and G&A expenses[207](index=207&type=chunk) [Capital Structure](index=73&type=section&id=Capital%20Structure) As of June 30, 2025, Omega's capital structure included $10.5 billion in assets, $5.2 billion in equity, and $5.0 billion in debt Capital Structure Summary | Metric | June 30, 2025 (in billions) | | :------------------- | :-------------------------- | | Total assets | $10.5 | | Total equity | $5.2 | | Total debt | $5.0 | | Debt as % of total capitalization | 49.2% | [Debt](index=73&type=section&id=Debt) Omega's debt profile as of June 30, 2025, featured a 4.6% weighted average interest rate, 95.0% fixed-rate debt, and investment-grade ratings - Weighted average annual interest rate of debt was **4.6%** as of June 30, 2025, with **95.0%** of debt having fixed interest payments[209](index=209&type=chunk) - Maintained long-term credit ratings of **Baa3 (Moody's)** and **BBB- (S&P Global and Fitch)**[209](index=209&type=chunk) - Issued **$600 million** of **5.200% Senior Notes** due 2030 in June 2025[210](index=210&type=chunk) - Extended Revolving Credit Facility maturity to October 30, 2025, and 2025 Term Loan maturity to August 8, 2026[211](index=211&type=chunk) - As of June 30, 2025, Omega had **$734.2 million** in cash, **$548.6 million** remaining under the ATM Program, and **$1.45 billion** available under its Revolving Credit Facility[212](index=212&type=chunk) - Omega OP is the sole guarantor of the Parent's senior notes, which are full, unconditional, and joint and several obligations[215](index=215&type=chunk)[217](index=217&type=chunk) [Equity](index=75&type=section&id=Equity) Omega's equity activities included common stock issuance via ATM/DRCSPP and dividend declarations, adhering to REIT requirements - As of June 30, 2025, **293.1 million shares** of common stock were outstanding, with a market value of **$10.7 billion**[218](index=218&type=chunk) - Issued **7.3 million shares** under the ATM Program for **$272.3 million** gross proceeds and **6.7 million shares** under the DRCSPP for **$250.2 million** gross proceeds during the six months ended June 30, 2025[219](index=219&type=chunk) - Paid **$383.8 million** in dividends to common stockholders for the six months ended June 30, 2025, maintaining its REIT status[218](index=218&type=chunk)[220](index=220&type=chunk) [Material Cash Requirements](index=77&type=section&id=Material%20Cash%20Requirements) Omega's material cash requirements include commitments for construction, capital improvements, and loan advancements, totaling $327.3 million Material Cash Requirements Summary | Commitment Type | Remaining Commitments June 30, 2025 (in thousands) | | :------------------------------------------ | :----------------------------------------------- | | Lessor construction and capital commitments under lease agreements | $228,711 | | Non-real estate loan commitments | $60,701 | | Real estate loan commitments | $37,914 | | Total remaining commitments | $327,326 | [Other Arrangements](index=77&type=section&id=Other%20Arrangements) Risk from unconsolidated joint ventures is limited to investment/loans; derivatives hedge interest rate and foreign currency risks - Risk of loss from unconsolidated joint ventures is limited to investment and outstanding loans[223](index=223&type=chunk) - Derivative instruments are used to hedge interest rate and foreign currency exchange rate exposure[223](index=223&type=chunk) [Cash Flow Summary](index=77&type=section&id=Cash%20Flow%20Summary) Cash, cash equivalents, and restricted cash increased significantly, driven by higher net cash from operating and financing activities - Cash, cash equivalents, and restricted cash increased by **$223.8 million** to **$772.6 million** as of June 30, 2025[224](index=224&type=chunk) Cash Flow Activities Summary | Cash Flow Activity | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | Increase/(Decrease) (in thousands) | | :----------------- | :------------------------------------------ | :------------------------------------------ | :--------------------------------- | | Operating activities | $421,217 | $335,577 | $85,640 | | Investing activities | $(444,286) | $(255,972) | $(188,314) | | Financing activities | $241,257 | $(485,221) | $726,478 | - Increase in operating cash flow primarily due to higher net inco

Financial Data and Key Metrics Changes - The second quarter adjusted funds from operations (AFFO) were $0.77 per share, and funds available for distribution (FAD) were $0.74 per share, reflecting strong revenue and EBITDA growth primarily driven by acquisitions and active portfolio management [6][10][11] - Revenue for the second quarter was $283 million, up from $253 million in the previous year, attributed to new investments, operator restructurings, and annual escalators [10][11] - Net income for the second quarter was $140 million or $0.46 per share, compared to $117 million or $0.45 per share for the previous year [10] - NAREIT FFO for the second quarter was $213 million or $0.70 per share, compared to $189 million or $0.72 per share for the previous year [11] - The company raised and narrowed its 2025 AFFO guidance to a range of $3.40 to $3.70 per share [6][14] Business Line Data and Key Metrics Changes - The senior housing portfolio has grown to 396 facilities, representing 38% of the total operating facility portfolio [8] - The trailing twelve-month operator EBITDAR coverage for the core portfolio remained flat at 1.51 times, indicating operators' ability to cover rent [22] - Genesis filed for Chapter 11 bankruptcy, but Omega expects to receive full monthly contractual rent during this period [8][24] Market Data and Key Metrics Changes - The company has over $2 billion in liquidity with low leverage, positioning it well for growth in both senior housing and skilled nursing portfolios [9] - The UK market continues to be a significant driver of new investment activity, accounting for approximately $392 million or 65% of total new investments [29][30] Company Strategy and Development Direction - The company is focused on active portfolio management, seeking to divest underperforming facilities and source operators better suited for certain facilities [77] - Omega is exploring various investment structures to create incremental value and align interests with operators [77][94] - The company is optimistic about the long-term growth potential in both skilled nursing and senior housing sectors, supported by demographic trends [33][77] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ability to weather potential challenges from Medicaid funding cuts due to strong fundamentals and lobbying efforts [33][35] - The company anticipates continued improvements in coverage metrics based on preliminary results from April and May [66] Other Important Information - The company has entered into derivative instruments to mitigate foreign currency fluctuations on income from UK investments [18] - The One Big Beautiful Bill Act (OBBBA) signed into law is seen as a positive development for the industry, particularly for skilled nursing [32] Q&A Session Summary Question: Details on the investment pipeline and yields - The investment pipeline remains strong with yields around 10% across various asset classes [38] Question: Expected rent trajectory for Maplewood - Maplewood's rent is expected to increase as occupancy grows and operational efficiencies are realized [41][43] Question: Changes in balance sheet strategy - The company opted for debt issuance instead of equity to fund upcoming bond maturities, maintaining a leverage-neutral position [46][47] Question: Confidence in Genesis assets during bankruptcy - The master lease structure prevents Genesis from selectively rejecting assets, ensuring stability in rent payments [84][85] Question: Dividend increase considerations - The board is considering a dividend increase once the payout ratio is in the 80% range [82] Question: Labor market conditions - Operators are experiencing normal inflationary wage increases, with CNAs being the most challenging positions to fill [71][72]

Financial Data and Key Metrics Changes - Adjusted funds from operations (AFFO) for Q2 2025 was $0.77 per share, an increase from $0.72 per share in Q2 2024, reflecting strong revenue and EBITDA growth [5][9] - Revenue for Q2 2025 was $283 million, up from $253 million in Q2 2024, primarily due to new investments and annual escalators [8] - Net income for Q2 2025 was $140 million or $0.46 per share, compared to $117 million or $0.45 per share in Q2 2024 [8] - NAREIT FFO for Q2 2025 was $213 million or $0.70 per share, compared to $189 million or $0.72 per share in Q2 2024 [9] Business Line Data and Key Metrics Changes - The senior housing portfolio now comprises 396 facilities, representing 38% of the total operating facility portfolio [6] - The company completed $527 million in new investments during Q2 2025, with a focus on real estate acquisitions [26] - The occupancy level for the Maplewood portfolio was 95% as of July 2025, with expectations for rent payments to increase in the coming quarters [25] Market Data and Key Metrics Changes - The trailing twelve-month operator EBITDAR coverage for the core portfolio remained flat at 1.51 times, indicating stable operator performance [20] - Genesis filed for Chapter 11 bankruptcy, with Omega committed to supporting the process while expecting full monthly contractual rent during this period [21][22] Company Strategy and Development Direction - The company raised and narrowed its 2025 AFFO guidance to a range of $3.40 to $3.70 per share, reflecting strong earnings and strategic financing decisions [5][13] - Omega is focused on active portfolio management and is exploring various investment structures to enhance shareholder value [77][98] - The company continues to see ample opportunities in the UK market, with a significant portion of new investments coming from existing operators [28][29] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ability to weather potential challenges from Medicaid funding changes due to strong fundamentals and demographic trends [32] - The company anticipates continued growth in EBITDAR coverage based on preliminary results from April and May 2025 [65] - Management highlighted the importance of legislative support for the long-term care industry, which is expected to positively impact operations [31] Other Important Information - The company has $2 billion in liquidity and a low leverage ratio, positioning it well for future growth [7][13] - Omega's balance sheet metrics are strong, with a fixed charge coverage ratio of 5.4 times and net funded debt to annualized adjusted normalized EBITDA at 3.67 times [13] Q&A Session Summary Question: Details on the investment pipeline and yields - The investment pipeline remains strong, with yields around 10% across various asset classes, including US senior housing and skilled nursing facilities [37][38] Question: Expected rent trajectory for Maplewood - Maplewood's recent rent payments were $6.1 million, with expectations for further increases as occupancy and rates improve [41][42] Question: Changes in balance sheet strategy - The company opted for debt issuance instead of equity to fund upcoming bond maturities, maintaining a leverage-neutral position [47][48] Question: Confidence in Genesis assets during bankruptcy - The master lease structure prevents Genesis from selectively rejecting assets, ensuring the stability of Omega's portfolio during the reorganization [86][87] Question: Dividend increase considerations - The board is considering a dividend increase once the payout ratio is in the 80% range, with visibility into potential changes in the next few quarters [82][83]

Omega Healthcare Investors (OHI) came out with quarterly funds from operations (FFO) of $0.77 per share, beating the Zacks Consensus Estimate of $0.75 per share. This compares to FFO of $0.71 per share a year ago. These figures are adjusted for non-recurring items. This quarterly report represents an FFO surprise of +2.67%. A quarter ago, it was expected that this health care real estate investment trust would post FFO of $0.75 per share when it actually produced FFO of $0.75, delivering no surprise. Over t ...

Exhibit 99.1 303 International Circle P: 410.427.1700 Suite 200 F: 410.427.8800 Hunt Valley, MD 21030 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA REPORTS SECOND QUARTER 2025 RESULTS AND RECENT DEVELOPMENTS Completed $527 Million in New Investments in Q2 Issued $600 Million of 5.2% Notes due 2030 in Q2 Increases Full Year Adjusted FFO Guidance HUNT VALLEY, MARYLAND – July 31, 2025 – Omega Healthcare Investors, Inc. (NYSE: OHI) (the "Company" or "Omega") announced today its results for the quarter ended June ...

When the COVID-19 pandemic hit, nursing homes and senior housing properties got slammed. It makes sense; COVID spread easily in group settings and was particularly deadly for older adults. Occupancy levels fell, move-ins stalled, and move-outs (which include deaths) rose. It was a brutal time for senior housing landlords, with some of the largest and most respected healthcare real estate investment trusts (REITs) cutting their dividends, including Ventas (NYSE: VTR) and Welltower (NYSE: WELL). The S&P 500 i ...

Core Viewpoint - Investors in the REIT and Equity Trust - Other sector should consider City Office REIT (CIO) and Omega Healthcare Investors (OHI) as potential undervalued stocks [1] Valuation Metrics - Both CIO and OHI currently hold a Zacks Rank of 2 (Buy), indicating positive earnings estimate revisions and improving earnings outlooks [3] - CIO has a forward P/E ratio of 4.86, while OHI has a forward P/E of 12.14, suggesting that CIO may be more undervalued [5] - The PEG ratio for CIO is 0.81, compared to OHI's PEG ratio of 2.08, indicating that CIO has a better expected EPS growth relative to its valuation [5] - CIO's P/B ratio is 0.36, significantly lower than OHI's P/B of 2.15, further supporting the argument that CIO is undervalued [6] - Based on these valuation metrics, CIO earns a Value grade of A, while OHI receives a Value grade of C, highlighting CIO as the superior value option [6][7]

Group 1 - Omega Healthcare Investors (NYSE: OHI) is facing tenant issues primarily due to high-interest rates and lower occupancy rates resulting from the pandemic [1] - The company maintains solid financials and has a diversified portfolio of tenants [1] Group 2 - The analyst has over 10 years of experience researching companies across various sectors, including commodities and technology [1]

Company Overview - Omega Healthcare Investors (OHI) is the largest Skilled Nursing Facilities (SNF)-focused REIT with a total real estate investment of $9.9 billion[16] - The company has 866 properties across the US and the UK, operated by 73 different operators[16,104] - Omega collected approximately 91% of its 1Q24 contractual rent and mortgage payments from its operators[32] Financial Performance - Omega has demonstrated consistent growth with a 12.7% CAGR in gross investments and a 12.9% CAGR in Adjusted EBITDA[149,153] - The company's dividend yield is 8.5%, with a dividend CAGR of 7.1%[16,160] - Omega's management targets a Funded Debt to Adjusted EBITDA ratio between 40x and 50x[182] Market Dynamics and Strategy - SNFs are the highest discharge destination from Medicare FFS hospitals, accounting for 19.3% of discharges[70] - The company estimates that SNF demand will outstrip supply by 2030, driven by an aging population[140] - Omega's strategy includes growth through accretive investments, maintaining financial strength, and continuing solid dividend growth[29] - Omega committed $10 million to fund 50% of the expected debtor-in-possession financing for LaVie Care Centers[36]