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ASSETS HELD FOR SALE, DISPOSITIONS AND IMPAIRMENTS

9 Months Ended

Sep. 30, 2025

ASSETS HELD FOR SALE, DISPOSITIONS AND IMPAIRMENTS [Abstract]

ASSETS HELD FOR SALE, DISPOSITIONS AND IMPAIRMENTS

NOTE 3 – ASSETS HELD FOR SALE, DISPOSITIONS AND IMPAIRMENTS

Periodically we sell facilities to reduce our exposure to certain operators, geographies and non-strategic assets or due to the exercise of a tenant purchase option.

The following is a summary of our assets held for sale:


	September 30,		December 31,
	2025		2024
Number of facilities held for sale		—		12
Amount of assets held for sale (in thousands)	$	—	$	56,194

Asset Sales

During the three and nine months ended September 30, 2025, we sold 11 facilities (ten SNFs and one ALF) and 45 facilities (42 SNFs and three ALFs) for $81.1 million and $264.1 million in net cash proceeds, respectively. As a result of these sales, we recognized a net gain of $28.2 million and $61.2 million, respectively. The 11 facilities above include the recognition of the sale of one facility that did not meet the contract criteria to be recognized under ASC 610-20 at the legal sale date, as discussed below.

During the three and nine months ended September 30, 2024, we sold six facilities (four ALFs and two SNFs) and 15 facilities (11 SNFs and four ALFs) subject to operating leases for $23.9 million and $68.8 million in net cash proceeds, respectively. As a result of these sales, we recognized a net loss of $0.2 million and a net gain of $11.3 million, respectively.

Sales Not Recognized

As of September 30, 2025 and December 31, 2024, two and 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 September 30, 2025 and December 31, 2024, we had $12.0 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 nine months ended September 30, 2025, we received interest of $1.6 million and $4.3 million, respectively, from seller financing related to unrecognized sales. During the three and nine months ended September 30, 2024, we received interest of $0.3 million and $0.9 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.

In the third quarter of 2024, we sold one facility for a sales price of $8.0 million, which was partially financed by Omega through a $6.4 million first lien mortgage on the facility. The facility sale and related seller financing did not meet the contract criteria to be recognized under ASC 610-20 at the legal sale date. During the third quarter of 2025, Omega received a $6.4 million principal repayment on the mortgage loan. As a result of the principal repayment, the Company determined the transaction met the contract criteria under ASC 610-20 and recognized the legal sale, resulting in $0.8 million gain during the three months ended September 30, 2025.

Real Estate Impairments

During the three and nine months ended September 30, 2025, we recorded impairments on two and six facilities of $1.2 million and $16.6 million, respectively. Of the $16.6 million, $10.3 million related to four held for use facilities and $6.3 million related to two facilities that were classified as held for sale.

During the three and nine months ended September 30, 2024, we recorded impairments on five and 12 facilities of $8.6 million and $22.1 million, respectively. Of the $22.1 million, $13.0 million related to eight held for use facilities and $9.1 million related to four 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).