OMEGA HEALTHCARE INVESTORS INC
For the period ended Jun 5, 2026. Filed Apr 21, 2026.
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Jun 5, 2026 · Filed Apr 21, 2026
Contents
Appendix A
Use of Non-GAAP Financial Measures
Nareit FFO, Adjusted FFO, FAD, Tenant Quality and Leverage are non-GAAP financial measures. We believe that these measures are important supplemental measures of our operating performance. We calculate and report Nareit FFO in accordance with the definition and interpretive guidelines issued by Nareit, and consequently, FFO is defined as net income (computed in accordance with GAAP), adjusted for the effects of asset dispositions and certain non-cash items, primarily depreciation and amortization and impairments on real estate assets, and after adjustments for unconsolidated partnerships and joint ventures and changes in the fair value of warrants. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. Revenue recognized based on the application of security deposits and letters of credit or based on the ability to offset against other financial instruments is included within Nareit FFO. As real estate assets (except land) are depreciated under US GAAP, such accounting presentation implies that the value of real estate assets diminishes predictably over time, while real estate values instead have historically risen or fallen with market conditions. The term “funds from operations” was designed by the real estate industry to address this issue. Funds from operations described herein is not necessarily comparable to funds from operations of other real estate investment trusts, or REITs, that do not use the same definition or implementation guidelines or interpret the standards differently from the Company.
Adjusted FFO is calculated as Nareit FFO excluding the impact of non-cash stock-based compensation and certain revenue and expense items (e.g., acquisition, merger and transaction related costs, write-off of straight-line accounts receivable, recoveries and provisions for credit losses (excluding certain cash recoveries on impaired loans), cash interest received but not included in revenue, severance, legal reserve expenses, etc.). FAD is calculated as Adjusted FFO less non-cash interest expense and non-cash revenue, such as straight-line rent. The Company believes these measures provide an enhanced measure of the operating performance of the Company’s core portfolio as a REIT. The Company’s computation of Adjusted FFO and FAD may not be comparable to the Nareit definition of funds from operations to similar measures reported by other REITs, but the Company believes that they are appropriate measures for the Company.
Leverage is a non-GAAP financial measure which refers to the ratio of fourth quarter net funded debt to adjusted fourth quarter annualized normalized EBITDA. Funded debt is defined as balance sheet debt adjusted for premiums/discounts and deferred financing costs, and to add back cash. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA eliminates items such as acquisition costs and stock-based compensation expense and adds back certain non-cash expenses, if any, to EBITDA. Adjusted normalized EBITDA adds to or subtracts from Adjusted EBITDA the incremental EBITDA from (i) new investments and divestitures made during the fourth quarter assuming an October 1st purchase or sale date and (ii) inception to date funding of construction in progress multiplied by the estimated contractual quarterly yield assuming an October 1st in-service date. Adjusted EBITDA, Adjusted normalized EBITDA and related ratios are non-GAAP financial measures. Annualized Adjusted EBITDA and annualized Adjusted normalized EBITDA assume the current quarter results multiplied by four and are not projections of future performance.
Tenant Quality is a non-GAAP measure calculated as the percentage of actual cash collected compared to Board approved 2025 budgeted operator contractual cash rent, mortgage interest, and loan interest (on non-working capital loans over $10M); pro forma adjustments to be made for asset sales and asset transitions.
The Company uses these non-GAAP measures among the criteria used to measure the operating performance of its business. The Company also uses FAD, Tenant Quality and Leverage among the performance metrics for performance-based compensation of officers. The Company further believes that it is appropriate to exclude the effect of depreciation, amortization, impairments on real estate assets and gains or losses from sales of real estate, all of which are based on historical costs, and which may be of limited relevance in evaluating current performance. Adjusted FFO and FAD can facilitate comparisons of operating performance between periods. The Company offers these measures to assist the users of its financial statements in analyzing its operating performance. These non-GAAP measures are not measures of financial performance under GAAP and should not be considered as measures of liquidity or cash flow, alternatives to net income or indicators of any other performance measure determined in accordance with GAAP. Investors and potential investors in the Company’s securities should not rely on these non-GAAP measures as substitutes for any GAAP measure, including net income. A reconciliation of FFO, Adjusted FFO and FAD to the most comparable GAAP measure is fully set forth in Appendix A to this Proxy Statement.
Appendix A-1
Nareit FFO, Adjusted FFO and FAD Reconciliation Unaudited
(in thousands, except per share amounts)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended · Year Ended | ||||||||||||
| · · December 31, · December 31, | ||||||||||||
| · · 2025 · · 2024 · 2025 · · 2024 | ||||||||||||
| Net income (1) | | $171,972 | | $116,465 | | $609,467 | | $417,804 | ||||
| Deduct gain from real estate dispositions | | | (6,073) | | | (1,886) | | | (67,303) | | | (13,168) |
| Deduct gain from real estate dispositions – unconsolidated entities | | — | | — | | — | | (6,260) | ||||
| Sub-total | | 165,899 | | 114,579 | | 542,164 | | 398,376 | ||||
| Elimination of non-cash items included in net income: | | | | | | | | | ||||
| Depreciation and amortization | | 82,749 | | 78,612 | | 325,247 | | 304,648 | ||||
| Depreciation – unconsolidated entities | | 5,182 | | 673 | | 8,886 | | 7,057 | ||||
| Impairment on real estate properties | | 6,016 | | 1,737 | | 22,610 | | 23,831 | ||||
| Nareit funds from operations (“Nareit FFO”) | | $259,846 | | $195,601 | | $898,907 | | $733,912 | ||||
| | | | | | | | | | | | | |
| Weighted-average common shares outstanding, basic | | 296,371 | | 274,316 | | 291,648 | | 258,118 | ||||
| Restricted stock and PRSUs | | 3,771 | | 5,230 | | 3,614 | | 4,664 | ||||
| Omega OP Units | | 13,084 | | 7,900 | | 9,690 | | 7,668 | ||||
| Weighted-average common shares outstanding, diluted | | 313,226 | | 287,446 | | 304,952 | | 270,450 | ||||
| | | | | | | | | | | | | |
| Nareit funds from operations available per share | | $0.83 | | $0.68 | | $2.95 | | $2.71 | ||||
| | | | | | | | | | | | | |
| Adjustments to calculate adjusted funds from operations | | | | | | | | | ||||
| Nareit FFO | | $259,846 | | $195,601 | | $898,907 | | $733,912 | ||||
| Add back (deduct): | | | | | | | | | | | | |
| Stock-based compensation expense | | 9,866 | | 9,198 | | 37,587 | | 36,696 | ||||
| Non-cash provision (recovery) for credit losses | | | 7,241 | | | 457 | | | 8,819 | | | (10,771) |
| Straight-line rent and other write-offs (2) | | 446 | | 3,038 | | 27,983 | | 4,174 | ||||
| Severance expense (3) | | — | | — | | 9,011 | | — | ||||
| Acquisition, merger and transition related costs | | 152 | | 795 | | | 4,219 | | | 11,615 | ||
| (Gain) loss on debt extinguishment | | | (5,002) | | | 116 | | (4,995) | | 1,749 | ||
| Other normalizing items – net (4) | | | (22,783) | | | 4,775 | | | (35,376) | | | 762 |
| Adjusted funds from operations (“AFFO”) (1)(5) | | $249,766 | | $213,980 | | $946,155 | | $778,137 | ||||
| | | | | | | | | | | | | |
| Adjustments to calculate funds available for distribution | | | | | | | | | ||||
| Non-cash expense (6) | | $2,258 | | $3,497 | | $9,879 | | $12,777 | ||||
| Capitalized interest | | (122) | | (2,103) | | (1,051) | | (7,312) | ||||
| Non-cash revenue | | (14,022) | | (13,647) | | (51,825) | | (44,954) | ||||
| Funds available for distribution (“FAD”) (1)(5) | | $237,880 | | $201,727 | | $903,158 | | $738,648 | ||||
For further information, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
| (1) | The year ended December 31, 2025 includes the application of $4.3 million of security deposits (letters of credit and cash deposits) in revenue. The three months and year ended December 31, 2024 include the application of $0.5 million and $2.2 million, respectively, of security deposits (letters of credit and cash deposits) in revenue. |
| (2) | The year ended December 31, 2025 includes a $15.5 million non-cash straight-line accounts receivable write-off in connection with moving an operator to cash basis as a result of being notified that there is substantial doubt regarding the operator’s ability to continue as a going concern. The operator made all contractual rent payments in 2025. The year ended December 31, 2025 also includes a $10.0 million lease inducement recorded in Q1 as a reduction to rental income related to a one-time payment made to an operator upon entering a new 10-year master lease. |
| (3) | The year ended December 31, 2025 includes $6.6 million of non-cash stock-based compensation expense associated with the previously disclosed leadership transition that occurred in January 2025. |
| (4) | Primarily consists of cash interest received on seller financing loans related to asset sales not recognized, gains and losses associated with certain financial instruments and foreign currency and other normalizing revenue and expense adjustments for discrete items. |
| (5) | Adjusted funds from operations per share and funds available for distribution per share can be calculated using weighted-average common shares outstanding, diluted, as shown above. |
| (6) | For the three months and year ended December 31, 2025, Non-cash expense is not adjusted to include $1.5 million and $9.1 million, respectively, of amortization related to the above market loan assumed as part of the Cindat JV acquisition in July 2024. For the year ended December 31, 2024, Non-cash expense is not adjusted to include $4.4 million of amortization related to the above market loan assumed as part of the Cindat JV acquisition. The above market loan was fully repaid in November 2025 |
Appendix A-2
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.