Unsealed Delaware Complaint Highlights Extensive Allegations Against DCG, Barry Silbert, and Insiders
This release introduces internal emails, strategy memos, and risk assessments into the public record, exposing how insiders allegedly looted Genesis in its final months while misleading customers.
'After working tirelessly to reveal the details of what happened at Genesis in the lead-up to its bankruptcy filing, the LOC's efforts are now fully accessible to the public,' said Philippe Selendy of Selendy Gay. 'The Delaware Complaint alleges that Silbert and his insiders exploited Genesis for their own benefit, and internal DCG and Genesis documents that are now available provide more detail than ever seen before.'
'These are not merely technical disputes over intercompany accounting,' said the Genesis Litigation Oversight Committee. 'The Delaware Complaint exposes a deliberate scheme by DCG and Barry Silbert to pillage Genesis as it collapsed—siphoning value for insiders while leaving creditors fully out to dry. The level of coordination, secrecy, and callousness alleged is nothing short of breathtaking, and we are pleased that this evidence is now available to the public.'
Through extensive documents from the files of DCG and Genesis—ranging from internal emails to scripted talking points—the unredacted Delaware Complaint paints an even more vivid picture of DCG and Silbert treating Genesis as its 'de facto treasury' to finance below-market loans to favored insiders and related entities while also fueling leveraged trading in GBTC by counterparties such as Three Arrows Capital ('3AC') without due regard for the extreme risk to Genesis.
Among the most damning revelations, the Delaware Complaint alleges:
Internal awareness and recognition that Genesis was DCG's alter ego
DCG Chief Financial Officer Michael Kraines admitted that DCG's operation of Genesis could allow a future plaintiff to argue that Genesis was DCG's alter ego. In an internal memo, he wrote to Moro and others to pose a 'war-gaming exercise' addressing the arguments the plaintiff would make if Genesis went bankrupt, which closely track the allegations in the Delaware Complaint:
'The question on my mind simply put is 'if Genesis were to somehow blow itself up could that somehow tank DCG to the profound detriment of its board and shareholders?' My prefatory thinking here is as follows:
Let's assume that something catastrophic happens and Genesis faces deep pocketed creditors who are very unhappy and more than willing to retain expensive litigators.
Our baseline assumption is that the plaintiffs' counsel will sue DCG in this event under some version of a piercing the corporate veil theory. Our purpose is to war game this and mitigate the risk.
In our hypothetical, plaintiffs' counsel makes the following arguments (this is just top of mind – not researched):
Yes there is a Genesis contract that says that DCG and related entities aren't liable but that's just boilerplate/adhesion contract stuff that pales in the face of the other facts.
Genesis is the puppet of DCG. It is 100% owned and controlled by DCG and does what DCG tells it to do. Discovery of emails will be produced to support this.
Genesis is very clearly undercapitalized as an entity. There is not enough equity to support a multi-billion dollar loan book and global trading operation given all of the volatility and risk around this untamed crypto sector. Genesis is managed by super evil traders who naturally know all of this.
Agents of Genesis (salespeople) have explicitly told customers and potential customers that Genesis is backed by DCG as a material inducement to getting them to do business with Genesis. Plaintiffs detrimentally relied upon the DCG name and backing when making their decision to place their sacred trust in Genesis as a counterparty. Witnesses will be produced to testify that that is the case.
Net net the entire DCG/Genesis enterprise was in reality a single enterprise acting in close coordination to lure the less suspecting keepers of capital for widows and children into transacting with them. Clearly as a result DCG and its other subsidiaries must be held responsible for any harm done by Genesis.'
DCG hired third-party consultants and ignored recommendations or implemented them too late
DCG admitted internally that Genesis was 'flying blind' in terms of risk management as Genesis's loan book grew from approximately $4 billion to $12 billion
Genesis's external auditor informed DCG of significant deficiencies and material weaknesses in Genesis's financial controls and the consequences of not addressing them as early as 2020
DCG established a 'contagion' risk committee within Genesis, which was 'designed to redress the series of current vulnerabilities to likely plaintiff attacks.' When the first risk committee meeting was scheduled nine months after it was established and approved by the DCG Board, Kraines joked that his 'future deposition just got a bit easier.'
DCG created a culture where Genesis employees were forced to prioritize DCG's interests
As one Genesis employee aptly put it, in 2022, DCG kept Genesis alive 'so [it] could pillage the balance sheet … prop [Genesis] up, give [the] impression of stability[,] then borrow while they c[ould] to get the cash out of it.'
Given DCG's pervasive control over Genesis, DCG was able to instill a culture where 'Genesis employees were forced to prioritize DCG's interests.' Genesis insiders referred to their office culture as a ''culture of submission,'' whereby Genesis 'acquiesced to all of DCG's demands.'
Scripted falsehoods disseminated to the public about the health of Genesis
DCG required Genesis employees to recite DCG-approved misrepresentations to customers when answering questions about Genesis's financial state in the wake of the 3AC collapse.
Silbert further publicly posted on social media about the health of the company
Tweet by Genesis on June 15, 2022, retweeted by Barry Silbert:
'Despite continued heightened market volatility, the Genesis balance sheet is strong and our business is operating normally. Our leading business continues to meet client demand. Our trading business remains an essential liquidity provider in the spot and derivatives markets.'
Evidence of the alleged fraudulent activity preferential transfers, demonstrating that DCG's alleged wrongdoing was timed to watershed moments in the crypto space that impacted Genesis
Further details on the infamous June 30, 2022, Promissory Note
Further details on the September 2022 roundtrip transaction
Accessing the Unredacted Delaware Complaint
The unredacted Delaware Complaint is now available on the Delaware Court of Chancery's public docket and can be downloaded directly from the LOC's website at www.genesisloc.com.
Advisors
Selendy Gay PLLC is serving as legal counsel, BRG is serving as financial advisor, and C Street Advisory Group is serving as strategy and communications advisor to the LOC.
About the Genesis Litigation Oversight Committee
The Genesis Litigation Oversight Committee (the 'LOC') is an independent, volunteer-driven body authorized by the court and elected by creditors. It was established to represent the interests of all Genesis creditors and pursue meaningful recovery—with a focus on reclaiming value through in-kind asset recovery. The LOC oversees litigation against Digital Currency Group, its CEO Barry Silbert, and key advisors. Comprised of experienced fiduciaries and legal professionals selected by creditors, the LOC is committed to exposing the misconduct that led to Genesis's collapse and recovering billions in misappropriated assets for the benefit of all creditors. Please visit genesisloc.com for more information and follow its official X account for the latest updates on litigation developments and recovery efforts.
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Omega Reports Second Quarter 2025 Results and Recent Developments
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Issued 7 million common shares in Q2 for gross proceeds of $258 million. Issued $600 million of 5.2% senior unsecured notes that mature in 2030. Extended the maturity date of the $1.45 billion unsecured revolving credit facility to October 30, 2025. Extended a $428.5 million term loan to August 8, 2026. Repaid a $50 million term loan in April 2025. Nareit Funds From Operations ('Nareit FFO'), AFFO and FAD are supplemental non-GAAP financial measures the Company believes are useful in evaluating the performance of real estate investment trusts ('REITs'). Reconciliations and further information regarding these non-GAAP measures are provided at the end of this press release. CEO COMMENTS Taylor Pickett, Omega's Chief Executive Officer, stated, 'We are pleased with our second quarter results, as we continue to grow FAD per share while further de-levering the balance sheet. We have accretively invested approximately $605 million year-to-date and, as a result, we are increasing our 2025 AFFO guidance again to now be between $3.04 and $3.07 per share, up from our prior guidance range of between $2.95 and $3.01 per share.' Mr. Pickett continued, 'As previously announced, in July, Genesis filed a Chapter 11 bankruptcy. We continue to expect to receive our full monthly rent during this process, and, upon its emergence from this restructuring, we believe Genesis will be a financially stronger company with an enhanced credit.' Mr. Pickett concluded, 'Overall, the backdrop is highly favorable. Operating metrics continue to improve, the pipeline is very active, and we have a strong balance sheet and a cost of capital that should allow us to continue to accretively invest.' Operator Updates: LaVie – LaVie Care Centers, LLC ('LaVie') completed its bankruptcy proceedings effective June 1, 2025. In accordance with the bankruptcy plan of reorganization, the LaVie master lease with the Company was assigned to a new entity, ENDMT LLC ('Avardis'). The monthly contractual rent amount of $3.1 million under the LaVie lease remains the same under the new Avardis lease, which has a lease term through December 31, 2037 and annual escalators of 2.5%. Omega received total combined contractual rent payments of $9.4 million from LaVie and Avardis in the second quarter of 2025. Due to the improved balance sheet and strong performance of the underlying facilities, effective June 1, 2025, Avardis' rental income is being recognized on a straight-line basis equal to $3.6 million per month. Avardis paid full contractual rent of $3.1 million in July 2025. Maplewood – In the second quarter of 2025, Maplewood Senior Living ('Maplewood') paid $17.6 million in rent (compared to $15.6 million in the first quarter), which includes $3.2 million (compared to $2.1 million in the first quarter) related to the Inspir Embassy Row facility in Washington, D.C. that opened in February 2025. In July 2025, Maplewood paid $6.1 million in rent, of which Embassy Row represented $1.1 million. Genesis – On July 9, 2025, Genesis Healthcare, Inc. ('Genesis') filed for Chapter 11 bankruptcy protection. Omega agreed to provide an $8.0 million debtor-in-possession ('DIP') financing to support the operation of the Company's facilities. As a condition to the DIP financing, Genesis is required to pay Omega its full contractual rent during the bankruptcy process. Interest under the DIP financing and the existing term loans with Genesis can be primarily paid-in-kind ('PIK') during the bankruptcy period. In the second quarter of 2025, Genesis made all required contractual rent and interest payments. In Q2 2025, the Company recorded rental income of $12.8 million, for contractual rent payments received from Genesis, and interest income of $4.1 million, consisting of $1.6 million of cash interest and $2.5 million of PIK interest. In July 2025, prior to filing for bankruptcy, Genesis paid its full contractual rent and interest of $4.8 million. Given the DIP financing requirement to pay full contractual rent and the substantial collateral supporting the term loans, the Company anticipates it will continue to recognize full rental and interest income related to Genesis' lease and loans during the bankruptcy period. New Investments: The following table presents investment activity: $502 Million in Real Estate Acquisitions – In the second quarter of 2025, the Company acquired 57 facilities for aggregate consideration of $502.1 million, comprised of: $344 Million U.K. Real Estate Acquisition – In April 2025, the Company acquired 45 facilities in the U.K. and the Bailiwick of Jersey for £259.8 million (approximately $344.2 million) and leased the facilities to four existing and two new operators with annual rent of £25.9 million (approximately $34.4 million) with annual escalators of 1.7% that ultimately increase to 2.5% after year 5. $158 Million in U.S. Real Estate Acquisitions – In four separate second quarter transactions, the Company acquired 12 facilities (8 skilled nursing facilities and 4 assisted living facilities) in several states in the U.S. for aggregate consideration of $157.9 million and leased them to two existing operators and two new operators. The investments have a weighted average initial annual cash yield of 10.0% with annual escalators ranging from 2.0% to 2.5%. $25 Million in Real Estate Loans – In two separate second quarter transactions, the Company funded $24.8 million in mortgage and other real estate loans. The loans have a weighted average interest rate of 10.0% and maturity dates ranging from June 2028 through June 2030. Asset Sales and Impairments: $62 Million in Asset Sales – In the second quarter of 2025, the Company sold seven facilities for $62.1 million in cash, recognizing a gain of $22.9 million. Impairments – During the second quarter of 2025, the Company recorded a $14.2 million net impairment charge to reduce the net book value of three facilities to their estimated fair value. Assets Held for Sale – As of June 30, 2025, the Company had two facilities classified as assets held for sale, totaling $12.4 million in net book value. OPERATOR COVERAGE DATA The following tables present operator revenue mix, census and coverage data based on information provided by the Company's operators for the indicated periods. The Company has not independently verified this information and is providing this data for informational purposes only. (1) Excludes all facilities considered non-core and does not include federal stimulus revenue. For non-core definition, see Second Quarter 2025 Financial Supplemental posted in the 'Quarterly Supplements' section of Omega's website. Expand Coverage Data Before After Occupancy (2) Management Management Operator Census and Coverage (1) Fees (3) Fees (4) Twelve-months ended March 31, 2025 82.2 % 1.88x 1.51x Twelve-months ended December 31, 2024 81.8 % 1.88x 1.51x Twelve-months ended September 30, 2024 81.2 % 1.87x 1.50x Twelve-months ended June 30, 2024 80.9 % 1.85x 1.49x Twelve-months ended March 31, 2024 80.2 % 1.78x 1.42x Expand ___________________________ (1) Excludes facilities considered non-core. For information regarding non-core facilities, see the most recent Quarterly Supplement posted on the Company's website. (2) Based on available (operating) beds. (3) Represents EBITDARM of the Company's operators, defined as earnings before interest, taxes, depreciation, amortization, Rent costs and management fees for the applicable period, divided by the total Rent payable to the Company by its operators during such period. 'Rent' refers to the total monthly contractual rent and mortgage interest due under the Company's lease and mortgage agreements over the applicable period. (4) Represents EBITDAR of the Company's operators, defined as earnings before interest, taxes, depreciation, amortization, and Rent (as defined in footnote 3 above) expense for the applicable period, divided by the total Rent payable to the Company by its operators during such period. Assumes a management fee of 4%. Expand FINANCING ACTIVITIES Dividend Reinvestment and Common Stock Purchase Plan and ATM Program – The following is a summary of the 2025 quarterly Dividend Reinvestment and Common Stock Purchase Plan and ATM Program through June 30, 2025: ATM Program for 2025 (in thousands, except price per share) Q1 Q2 Total Number of shares 4,390 2,895 7,285 Average price per share $ 37.46 $ 37.26 $ 37.38 Gross proceeds $ 164,449 $ 107,872 $ 272,321 Expand BALANCE SHEET AND LIQUIDITY As of June 30, 2025, the Company had $5.0 billion in outstanding indebtedness with a weighted-average annual interest rate of 4.6%. The Company's indebtedness consisted of an aggregate principal amount of $4.4 billion of senior unsecured notes, a $428.5 million unsecured term loan and $251.6 million of secured debt. As of June 30, 2025, total cash and cash equivalents were $734.2 million, and the Company had $1.45 billion of undrawn capacity under its unsecured revolving credit facility. $600 Million Senior Notes – On June 20, 2025, the Company issued $600 million of senior unsecured notes that bear interest at 5.2% and mature on July 1, 2030. The notes were sold at a public offering price of 99.118% of their face value before the underwriters' discount and the Company incurred financing costs of $5.6 million associated with the issuance. $50 Million Term Loan Repayment – In April 2025, the Company repaid its $50.0 million term loan that matured April 30, 2025, using balance sheet cash. $1.45 Billion Revolving Facility Extension – In April 2025, the maturity date of the Company's $1.45 billion unsecured revolving credit facility was extended to October 30, 2025 from April 30, 2025. The Company has one remaining extension option to extend the maturity of the facility to April 30, 2026. $428.5 Million Term Loan Extension – In July 2025, Omega extended the maturity date of its $428.5 million term loan from August 8, 2025 to August 8, 2026. The Company has one remaining extension option to extend the maturity of the term loan to August 8, 2027. DIVIDENDS On July 25, 2025, the Board of Directors declared a quarterly cash dividend of $0.67 per share, to be paid August 15, 2025, to common stockholders of record as of the close of business on August 4, 2025. 2025 AFFO GUIDANCE INCREASED The Company increased its expected 2025 AFFO range to be between $3.04 to $3.07 per diluted share from the previous range of $2.95 to $3.01 per diluted share. The Company's revised AFFO guidance for 2025 includes $605 million in new real property and loan investments completed year-to-date through June 2025. It also assumes quarterly G&A expense of approximately $13.5 million to $14.5 million, the repayment of $600 million of 5.250% senior unsecured notes due in January 2026, on October 15, 2025, the repayment of a $251.6 million GBP denominated secured mortgage loan on November 25, 2025, and no material changes in market interest rates. In addition, it assumes that no additional operators are placed on a cash-basis for revenue recognition, Genesis and Avardis continue to pay their full contractual obligations as outlined above, and that Maplewood continues to pay rent at $6.1 million per month. The guidance assumes no material change in foreign currency exchange rates due to derivative instruments entered into to minimize the fluctuation in the GBP spot rates. The Company holds $233 million mortgages and other real estate-backed investments that are set to mature in 2025. The revised guidance assumes that $65 million of these investments will be converted from loans to fee simple real estate, $88 million will be repaid by the end of 2025, and the remaining balance will be extended beyond 2025. The guidance includes approximately $50 million in asset sales; however, it excludes any additional acquisitions, certain revenue and expense items, interest refinancing expenses, acquisition costs, capital markets activity and additional provisions for credit losses, if any. The Company's guidance is based on several assumptions including those noted above, which are subject to change and many of which are outside the Company's control. If actual results vary from these assumptions, the Company's expectations may change. Without limiting the generality of the foregoing, the timing of collection of rental obligations from operators on a cash basis, the timing and completion of acquisitions, divestitures, restructurings and capital and financing transactions may cause actual results to vary materially from the Company's current expectations. There can be no assurance that the Company will achieve its projected results. The Company may, from time to time, update its publicly announced AFFO guidance, but it is not obligated to do so. The Company does not provide a reconciliation for its AFFO guidance to GAAP net income because it is unable to determine meaningful or accurate estimates of reconciling items without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and/or amounts of various items that would impact future net income. This includes, but is not limited to, changes in the provision for credit losses, real estate impairments, acquisition, merger and transition related costs, straight-line write-offs, gain/loss on assets sold, etc. In particular, the Company is unable to predict with reasonable certainty the amount of change in the provision for credit losses in future periods, which is often a significant reconciling adjustment. ADDITIONAL INFORMATION Additional information regarding the Company can be found in its Second Quarter 2025 Financial Supplemental posted under 'Financial Info' in the Investors section of Omega's website. The information contained on, or that may be accessed through, Omega's website, including the information contained in the aforementioned supplemental, is not incorporated by any reference into, and is not part of, this document. The Company will be conducting a conference call on Friday, August 1, 2025, at 10 a.m. Eastern Time to review the Company's 2025 second quarter results and current developments. Investors and other interested parties may access the conference call in the following ways: At the Company's website: Via webcast: Joining via webcast is recommended for those who will not be asking questions. By telephone: The participant toll-free dial-in number is (800) 715-9871. The international dial-in is +1 (646) 307-1963. The conference ID number is 1388157. All phone participants are asked to dial in 15 minutes prior to the start of the call to ensure connectivity. Webcast replays of the call will be available on Omega's website for approximately two weeks following the call. Additionally, a copy of the earnings release will be available in the 'Financial Information' section on the 'Investors' page of Omega's website. Omega is a REIT that invests in the long-term healthcare industry, primarily in skilled nursing and assisted living facilities. Its portfolio of assets is operated by a diverse group of healthcare companies, predominantly in a triple-net lease structure. The assets span all regions within the U.S., as well as in the U.K. Forward-Looking Statements and Cautionary Language This press release includes forward-looking statements within the meaning of the federal securities laws. All statements regarding Omega's or its tenants', operators', borrowers' or managers' expected future financial condition, results of operations, cash flows, funds from operations, dividends and dividend plans, financing opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, facility transitions, growth opportunities, expected lease income, continued qualification as a REIT, plans and objectives of management for future operations and statements that include words such as 'anticipate,' 'if,' 'believe,' 'plan,' 'estimate,' 'expect,' 'intend,' 'may,' 'could,' 'should,' 'will' and other similar expressions are forward-looking statements. These forward-looking statements are inherently uncertain, and actual results may differ from Omega's expectations. Omega's actual results may differ materially from those reflected in such forward-looking statements as a result of a variety of factors, including, among other things: (i) uncertainties relating to the business operations of the operators of Omega's properties, including those relating to reimbursement by third-party payors, regulatory matters, occupancy levels and quality of care, including the management of infectious diseases; (ii) the timing of our operators' recovery from staffing shortages, increased costs and decreased occupancy resulting from inflation and the long-term impacts of the Novel coronavirus ('COVID-19') pandemic and the sufficiency of previous government support and current reimbursement rates to offset such costs and the conditions related thereto; (iii) additional regulatory and other changes in the healthcare sector, including changes to Medicaid and Medicare reimbursements, the potential impact of recent changes to state Medicaid funding levels as well as state regulatory initiatives or minimum staffing requirements for skilled nursing facilities ('SNFs') that may further exacerbate labor and occupancy challenges for Omega's operators; (iv) the ability of any of Omega's operators in bankruptcy to reject unexpired lease obligations, modify the terms of Omega's mortgages and impede the ability of Omega to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security deposits for the debtor's obligations, and other costs and uncertainties associated with operator bankruptcies; (v) changes in tax laws and regulations affecting real estate investment trusts ('REITs'), including as the result of any federal or state policy changes driven by the current focus on capital providers to the healthcare industry; (vi) Omega's ability to re-lease, otherwise transition or sell underperforming assets or assets held for sale on a timely basis and on terms that allow Omega to realize the carrying value of these assets or to redeploy the proceeds therefrom on favorable terms, including due to the potential impact of changes in the SNF and assisted living facility ('ALF') markets or local real estate conditions; (vii) the availability and cost of capital to Omega; (viii) changes in Omega's credit ratings and the ratings of its debt securities; (ix) competition in the financing of healthcare facilities; (x) competition in the long-term healthcare industry and shifts in the perception of various types of long-term care facilities, including SNFs and ALFs; (xi) changes in the financial position of Omega's operators; (xii) the effect of economic, regulatory and market conditions generally, and particularly in the healthcare industry and in jurisdictions where we conduct business, including the U.K.; (xiii) changes in interest rates and foreign currency exchange rates and the impacts of inflation and changes in global tariffs; (xiv) the timing, amount and yield of any additional investments; (xv) Omega's ability to maintain its status as a REIT; (xvi) the effect of other factors affecting our business or the businesses of Omega's operators that are beyond Omega's or operators' control, including natural disasters, public health crises or pandemics, cyber threats and governmental action, particularly in the healthcare industry, and (xvii) other factors identified in Omega's filings with the Securities and Exchange Commission. Statements regarding future events and developments and Omega's future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements. We caution you that the foregoing list of important factors may not contain all the material factors that are important to you. Accordingly, readers should not place undue reliance on those statements. All forward-looking statements are based upon information available to us on the date of this release. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. (in thousands, except per share amounts) June 30, December 31, 2025 2024 (Unaudited) ASSETS Real estate assets Buildings and improvements $ 7,883,685 $ 7,342,497 Land 1,178,725 996,701 Furniture and equipment 539,342 510,106 Construction in progress 9,449 210,870 Total real estate assets 9,611,201 9,060,174 Less accumulated depreciation (2,816,053 ) (2,721,016 ) Real estate assets – net 6,795,148 6,339,158 Investments in direct financing leases – net — 9,453 Real estate loans receivable – net 1,416,820 1,428,298 Investments in unconsolidated joint ventures 85,429 88,711 Assets held for sale 12,358 56,194 Total real estate investments 8,309,755 7,921,814 Non-real estate loans receivable – net 333,340 332,274 Total investments 8,643,095 8,254,088 Cash and cash equivalents 734,184 518,340 Restricted cash 38,400 30,395 Contractual receivables – net 11,552 12,611 Other receivables and lease inducements 257,133 249,317 Goodwill 644,888 643,664 Other assets 217,224 189,476 Total assets $ 10,546,476 $ 9,897,891 LIABILITIES AND EQUITY Revolving credit facility $ — $ — Secured borrowings 260,942 243,310 Senior notes and other unsecured borrowings – net 4,739,491 4,595,549 Accrued expenses and other liabilities 357,036 328,193 Total liabilities 5,357,469 5,167,052 Preferred stock $1.00 par value authorized – 20,000 shares, issued and outstanding – none — — 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 29,314 27,912 Additional paid-in capital 8,430,299 7,915,873 Cumulative net earnings 4,332,538 4,086,907 Cumulative dividends paid (7,900,668 ) (7,516,750 ) Accumulated other comprehensive income 96,814 22,731 Total stockholders' equity 4,988,297 4,536,673 Noncontrolling interest 200,710 194,166 Total equity 5,189,007 4,730,839 Total liabilities and equity $ 10,546,476 $ 9,897,891 Expand OMEGA HEALTHCARE INVESTORS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited (in thousands, except per share amounts) Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 Revenues Rental income $ 235,596 $ 210,402 $ 463,971 $ 413,606 Real estate tax and ground lease income 3,606 3,913 7,409 7,630 Real estate loans interest income 32,975 30,958 66,137 59,697 Non-real estate loans interest income 10,022 7,084 19,976 14,181 Miscellaneous income 307 388 1,798 930 Total revenues 282,506 252,745 559,291 496,044 Expenses Depreciation and amortization 80,509 74,234 160,384 148,791 General and administrative 14,084 12,453 27,405 24,247 Real estate tax and ground lease expense 3,771 4,257 7,597 8,566 Stock-based compensation expense 9,234 9,188 18,444 18,415 Severance expense — — 9,011 — Acquisition, merger and transition related costs 2,010 1,780 3,474 4,383 Impairment on real estate properties 14,215 8,182 15,450 13,474 (Recovery) provision for credit losses (4,771 ) (14,172 ) 321 (5,702 ) Interest expense 51,881 50,604 102,781 104,748 Interest – amortization of deferred financing costs 1,016 3,362 2,396 7,038 Total expenses 171,949 149,888 347,263 323,960 Other income (expense) Other income – net 13,751 3,363 16,798 8,639 Loss on debt extinguishment — (213 ) — (1,496 ) Gain on assets sold – net 22,886 12,911 32,961 11,520 Total other income 36,637 16,061 49,759 18,663 Income before income tax expense and income from unconsolidated joint ventures 147,194 118,918 261,787 190,747 Income tax expense (4,528 ) (1,980 ) (8,139 ) (4,561 ) (Loss) income from unconsolidated joint ventures (2,187 ) 141 (1,109 ) 239 Net income 140,479 117,079 252,539 186,425 Net income attributable to noncontrolling interest (3,880 ) (3,217 ) (6,908 ) (5,202 ) Net income available to common stockholders $ 136,599 $ 113,862 $ 245,631 $ 181,223 Earnings per common share available to common stockholders: Basic: Net income available to common stockholders $ 0.46 $ 0.46 $ 0.80 $ 0.73 Diluted: Net income available to common stockholders $ 0.46 $ 0.45 $ 0.79 $ 0.72 Dividends declared per common share $ 0.67 $ 0.67 $ 1.34 $ 1.34 Expand OMEGA HEALTHCARE INVESTORS, INC. Nareit FFO, Adjusted FFO and FAD Reconciliation Unaudited (in thousands, except per share amounts) Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 Net income (1) $ 140,479 $ 117,079 $ 252,539 $ 186,425 Deduct gain from real estate dispositions (22,886 ) (12,911 ) (32,961 ) (11,520 ) Sub-total 117,593 104,168 219,578 174,905 Elimination of non-cash items included in net income: Depreciation and amortization 80,509 74,234 160,384 148,791 Depreciation – unconsolidated joint ventures 1,156 2,531 1,839 5,067 Impairment on real estate properties 14,215 8,182 15,450 13,474 Nareit funds from operations ('Nareit FFO') $ 213,473 $ 189,115 $ 397,251 $ 342,237 Weighted-average common shares outstanding, basic 291,188 249,366 287,101 247,719 Restricted stock and PRSUs 3,495 4,583 3,599 4,170 Omega OP Units 8,563 7,585 8,387 7,511 Weighted-average common shares outstanding, diluted 303,246 261,534 299,087 259,400 Adjustments to calculate adjusted funds from operations Add back: Straight-line rent and other write-offs (2) 17,537 — 27,537 — Stock-based compensation expense 9,234 9,188 18,444 18,415 Acquisition, merger and transition related costs 2,010 1,780 3,474 4,383 Severance expense (3) — — 9,011 — Loss on debt extinguishment — 213 — 1,496 Deduct: Non-cash (recovery) provision for credit losses (3,431 ) (12,989 ) 4,148 (3,349 ) Other normalizing items – net (4) (6,599 ) (2,342 ) (6,244 ) (2,099 ) Adjustments to calculate funds available for distribution Non-cash expense (6) $ 2,750 $ 2,750 $ 5,937 $ 5,947 Capitalized interest (80 ) (1,758 ) (831 ) (3,276 ) Non-cash revenue (11,638 ) (9,335 ) (24,660 ) (19,215 ) Funds available for distribution ('FAD') (1)(5) $ 223,256 $ 176,622 $ 434,067 $ 344,539 Expand ___________________________ (1) The six months ended June 30, 2025 includes the application of $4.3 million of security deposits (letters of credit and cash deposits) in revenue. The three and six months ended June 30, 2024 include the application of $0.1 million and $0.6 million, respectively, of security deposits (letters of credit and cash deposits) in revenue. (2) The three months and six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 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 quarter ended June 30, 2025, Non-cash expense is not adjusted to include $2.6 million of amortization related to the above market loan assumed as part of the Cindat JV acquisition in July 2024. Expand Nareit Funds From Operations ('Nareit FFO'), Adjusted FFO and Funds Available for Distribution ('FAD') are non-GAAP financial measures. As used in this press release, GAAP refers to generally accepted accounting principles in the United States of America. The Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures. The Company calculates and reports Nareit FFO in accordance with the definition and interpretive guidelines issued by the National Association of Real Estate Investment Trusts ('Nareit'), and consequently, Nareit 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. The Company believes that Nareit FFO, Adjusted FFO and FAD are important supplemental measures of its operating performance. Because the historical cost accounting convention used for real estate assets requires depreciation (except on land), 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 transition related costs, straight-line rent and other write-offs, recoveries and provisions for credit losses (excluding certain cash recoveries on impaired loans), severance expense and other normalizing items). FAD is calculated as Adjusted FFO less non-cash expense, such as the amortization of deferred financing costs, and non-cash revenue, such as straight-line rent. FAD includes the non-cash amortization of premiums associated with the fair value of debt assumed in acquisitions. 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 or to similar measures reported by other REITs, but the Company believes that they are appropriate measures for this Company. The Company uses these non-GAAP measures among the criteria to measure the operating performance of its business. The Company also uses FAD among the performance metrics for performance-based compensation of officers. The Company further believes that by excluding 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, funds from operations 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.
Business Journals
3 days ago
- Business Journals
Loc Performance racks up $18.8M through 2 Army track contracts in 1 day
Dozens of M2 Bradley infantry fighting vehicles are loaded onto German rail cars at Coleman worksite in Mannheim, Germany, March 14, 2022. Loc is the only qualified supplier for every major Ground Combat Vehicle platform in the U.S. Army's fleet, including vehicles like the M2 Bradley.
USA Today
6 days ago
- USA Today
Cognizant Classic back to one of most unfavorable spots on PGA Tour's 2026 schedule
A shift in the calendar has helped the Cognizant Classic in the Palm Beaches boost its field the last two years. But 2026 does not offer that extra week between the start of the season and the Masters, one that allowed the PGA Tour to separate the final tournament on the West Coast and Cognizant in 2024 and 2025 with the Mexico Open. Just like 2023, the PGA Tour has squeezed Cognizant between four tournaments with minimum purses of $20 million in 2026, arguably the worst spot on the schedule. Cognizant, which is scheduled for Feb. 26-March 1 at PGA National and once again commences the Florida Swing, comes after two signature events — the AT&T Pebble Beach Pro-Am and Genesis Invitational — and before the Arnold Palmer Invitational, a signature event, and the Players Championship. Pebble Beach, Genesis and the API are expected to offer $20 million purses while the Players increased its purse to $25 million the last two years. Cognizant's purse in 2025: $9.2 million. The official schedule will be released in August. All of which means the progress Cognizant — and the PGA Tour's Championship Management Division, which started running the event in 2024 — made the last two years is going to be a serious challenge to continue in 2026. In 2022 and 2023, the then-Honda Classic field hit an all-time low with no golfers ranked in the top 10, and 17 from the top 50 combined. Both years the tournament followed the Phoenix Open and Genesis and preceded the API and Players. Phoenix and Genesis were signature events in 2023. Rory McIlroy played Cognizant in 2024; highest ranked player since 2016 With the calendar allowing an extra week between Genesis and Cognizant the last two years, the field improved with two top 10 golfers entering in 2024, including No. 2 Rory McIlroy, the highest-ranked player to take on the challenging Champion Course since 2016. And the depth improved dramatically this year with 28 from the top 70. The field for the 2025 tournament was as deep as it has been in several years with 16 of the top 50 and 28 of the top 70. Still, several high-profile golfers who call Palm Beach County, Florida, home skipped the event. Convincing them to play in 2026 will be a bigger challenge. Joe Highsmith won the 2025 Cognizant Classic with a tournament record 19-under.
