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VARIABLE INTEREST ENTITIES

6 Months Ended

Jun. 30, 2025

Variable Interest Entities [Abstract]

NOTE 8 – VARIABLE INTEREST ENTITIES

Unconsolidated Variable Interest Entities

We hold variable interests in several VIEs through our investing and financing activities, which are not consolidated, as we have concluded that we are not the primary beneficiary of these entities as we do not have the power to direct activities that most significantly impact the VIE’s economic performance and/or the variable interest we hold does not obligate us to absorb losses or provide us with the right to receive benefits from the VIE which could potentially be significant.

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:


	June 30,		December 31,
	2025		2024

	(in thousands)
Assets
Real estate assets – net⁽¹⁾	$	1,033,590	$	1,250,131
Real estate loans receivable – net		599,127		534,048
Investments in unconsolidated joint ventures		8,187		9,754
Non-real estate loans receivable – net		17,241		38,463
Contractual receivables – net		1,207		994
Other assets		—		1,539
Total assets		1,659,352		1,834,929

Liabilities
Accrued expenses and other liabilities		(50,880)		(52,692)
Total liabilities		(50,880)		(52,692)

Collateral
Personal guarantee		(48,000)		(48,000)
Other collateral⁽¹⁾⁽²⁾		(1,229,290)		(1,422,096)
Total collateral		(1,277,290)		(1,470,096)

Maximum exposure to loss	$	331,182	$	312,141

(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 $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 and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

	(in thousands)				(in thousands)
Revenue
Rental income	$	31,766	$	26,715	$	64,653	$	45,843
Interest income		7,242		3,491		14,568		6,455
Total	$	39,008	$	30,206	$	79,221	$	52,298

Consolidated VIEs

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