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Form 8-K Sabra Health Care REIT, For: May 05

May 5, 2015 4:06 PM EDT
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
FORM 8-K
 
 
  

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 5, 2015
 
 
 
 
SABRA HEALTH CARE REIT, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Maryland
 
001-34950
 
27-2560479
(State of
Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
18500 Von Karman, Suite 550
Irvine, CA
 
92612
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number including area code: (888) 393-8248
 
(Former name or former address, if changed since last report.)
 
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 




Item 2.02
Results of Operations and Financial Condition.
On May 5, 2015, Sabra Health Care REIT, Inc. (“Sabra”) issued a press release reporting its results of operations for the three month period ended March 31, 2015. The press release referred to a supplemental information package that is available on Sabra's website, free of charge, at www.sabrahealth.com. The text of the press release and the supplemental information package are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are specifically incorporated by reference herein.
The information in this Form 8-K and the related information in the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of Sabra under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01
Financial Statements and Exhibits
 
(d)
 
Exhibits.
 
 
 
99.1
 
Press Release of Sabra Health Care REIT, Inc., dated May 5, 2015.
 
 
 
99.2
 
Sabra Health Care REIT, Inc. Supplemental Information Package, dated March 31, 2015.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
SABRA HEALTH CARE REIT, INC.
 
 
 
/S/    HAROLD W. ANDREWS, JR.
 
Name:
 
Harold W. Andrews, Jr.
 
Title:
 
Executive Vice President, Chief Financial
Officer and Secretary
Dated: May 5, 2015







EXHIBIT INDEX
 
Exhibit
Number
  
Description
99.1
  
Press Release of Sabra Health Care REIT, Inc., dated May 5, 2015.
 
 
99.2
  
Sabra Health Care REIT, Inc. Supplemental Information Package, dated March 31, 2015.








Exhibit 99.1
FOR IMMEDIATE RELEASE

SABRA REPORTS FIRST QUARTER 2015 RESULTS; REPORTS INCREASES IN NORMALIZED FFO AND NORMALIZED AFFO OF 45% AND 46%, RESPECTIVELY, OVER FIRST QUARTER 2014

IRVINE, CA, May 5, 2015 — Sabra Health Care REIT, Inc. (“Sabra,” the “Company” or “we”) (NASDAQ: SBRA) today announced results of operations for the first quarter of 2015.

RECENT HIGHLIGHTS

For the first quarter of 2015, Normalized FFO, Normalized AFFO and net income (loss) attributable to common stockholders were $31.4 million, $30.9 million and $16.9 million, respectively, compared to $21.7 million, $21.1 million and $(9.9) million, respectively, for the first quarter of 2014. Common shares outstanding as of March 31, 2015 and 2014, were 59,234,056 and 39,143,251, respectively, which resulted in Normalized FFO, Normalized AFFO and net income (loss) attributable to common stockholders per diluted common share of $0.53, $0.52 and $0.28, respectively, for the first quarter of 2015 compared to $0.55, $0.53 and $(0.25), respectively, for the first quarter of 2014.
During the first quarter of 2015, revenues increased 36% over the same period in 2014, from $40.9 million to $55.6 million, and generated $24.7 million of cash from operating activities compared to $22.0 million (excluding the cash payment related to the loss on extinguishment of debt) during the same period of 2014.
During the first quarter of 2015, we modified six existing mortgage notes insured by the United States Department of Housing and Urban Development totaling $59.2 million reducing the weighted average interest rates on those mortgage notes to 3.98% per annum from 4.39% per annum as of December 31, 2014. As a result, we have reduced our weighted-average effective interest rate, excluding borrowings under our revolving credit facility, to 4.64% per annum from 4.66% per annum as of December 31, 2014.
On May 5, 2015, our board of directors declared a quarterly cash dividend of $0.39 per share of common stock. The dividend will be paid on May 29, 2015 to common stockholders of record as of the close of business on May 15, 2015.
On May 5, 2015, our board of directors declared a quarterly cash dividend of $0.4453125 per share of Series A Preferred Stock. The dividend will be paid on May 29, 2015 to preferred stockholders of record as of the close of business on May 15, 2015.
Commenting on the first quarter results and recent investments, Rick Matros, CEO and Chairman, said, “We anticipate announcing approximately $160 million in senior housing investments comprised of 3 distinct potential acquisitions in the near term. Our pipeline remains robust, currently standing at approximately $1 billion in investment opportunities that we are actively reviewing, primarily in the senior housing asset class, but some interesting skilled nursing opportunities as well.  Occupancy in our skilled nursing portfolio remains stable while skilled mix improved sequentially and year over year. The senior housing portfolio showed significant improvement in occupancy sequentially and year over year. In regard to rent coverage, 103 of our 160 properties have corporate guarantees.  Of the remainder, 28 are skilled nursing facilities, of which 22 are stabilized and reported, and 28 are senior housing facilities, 21 of which are stabilized and reported.  This is a small enough data set that a handful of facilities can have a significant effect on reported coverages. That said, both of those asset classes are consistent on a sequential basis with the rent coverage on skilled nursing down year over year and the rent coverage on senior housing up year over year.  At this time, we confirm our previously issued guidance.  We will plan to update our guidance next quarter to reflect completed investments.”


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TENANT COVERAGE
 
 
EBITDAR (1)
 
EBITDARM (1)
 
 
Twelve Months Ended March 31,
Facility Type
 
2015
 
2014
 
2015
 
2014
Skilled Nursing/Transitional Care
 
1.19x
 
1.34x
 
1.54x
 
1.72x
Senior Housing
 
1.27x
 
1.10x
 
1.48x
 
1.30x

 
 
Twelve Months Ended March 31,
Fixed Charge Coverage Ratio (2)
 
2015
 
2014
Genesis Healthcare, Inc.
 
1.18x
 
1.25x
Tenet Health Care Corporation
 
2.30x
 
N/A
Holiday AL Holdings LP
 
1.20x
 
N/A
(1) EBITDAR, EBITDARM and related coverages (collectively, “Facility Statistics”) include only Stabilized Facilities acquired before the three
months ended March 31, 2015 and only for periods when the property was operated subject to a lease with the Company. Facility Statistics are only included in periods subsequent to our acquisition of facilities with new tenants/ operators. In addition, Facility Statistics exclude the impact of strategic disposition candidates and facilities leased to RIDEA-compliant joint venture tenants. EBITDAR Coverage and EBITDARM Coverage exclude tenants with significant corporate guarantees. All Facility Statistics are presented one quarter in arrears.
(2) Fixed Charge Coverage Ratio is presented one quarter in arrears for tenants with significant corporate guarantees. See Reporting Definitions for definition of Fixed Charge Coverage Ratio.
LIQUIDITY
As of March 31, 2015, we had approximately $428.1 million of liquidity, consisting of unrestricted cash and cash equivalents of $4.1 million (excluding cash and cash equivalents associated with a RIDEA-compliant joint venture) and available borrowings of $424.0 million under our revolving credit facility. As of March 31, 2015, we also had $76.5 million available under our at-the-market (ATM) common stock offering program.

CONFERENCE CALL AND COMPANY INFORMATION
A conference call to discuss the 2015 first quarter results will be held on Wednesday, May 6, at 10:00 am Pacific Time. The dial in number for the conference call is (888) 437-9445 and the participant code is “Sabra.” A replay of the call will also be available immediately following the call and for 30 days by dialing (888) 203-1112, and using pass code 2907670. The Company’s supplemental information package for the first quarter will also be available on the Company’s website in the “Investor Relations” section.

ABOUT SABRA
As of March 31, 2015, Sabra’s investment portfolio included 160 real estate properties held for investment and leased to operators/tenants under triple-net lease agreements (consisting of (i) 104 Skilled Nursing/Transitional Care facilities, (ii) 54 Senior Housing facilities, and (iii) two Acute Care Hospitals), 14 investments in loans receivable (consisting of (i) five mortgage loans, (ii) three construction loans, (iii) two mezzanine loans, and (iv) four pre-development loans) and six preferred equity investments. Included in the 160 real estate properties held for investment is a single 100% owned, senior housing facility leased to a 50%/50% RIDEA-compliant joint venture tenant. As of March 31, 2015, Sabra’s real estate properties included 16,718 beds/units, spread across 34 states.

FORWARD-LOOKING STATEMENTS SAFE HARBOR
This release contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified, without limitation, by the use of “expects,” “believes,” “intends,” “should” or comparable terms or the negative thereof. Forward-looking statements in this release include all statements regarding our anticipated investments, including our investment pipeline, and our outlook for the 2015 fiscal year.
Our actual results may differ materially from those projected or contemplated by our forward-looking statements as a result of various factors, including among others, the following: our dependence on Genesis Healthcare, Inc. (“Genesis”) and certain

 
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wholly owned subsidiaries of Holiday AL Holdings LP until we are able to further diversify our portfolio; our dependence on the operating success of our tenants; the significant amount of and our ability to service our indebtedness; covenants in our debt agreements that may restrict our ability to pay dividends, make investments, incur additional indebtedness and refinance indebtedness on favorable terms; increases in market interest rates; our ability to raise capital through equity and debt financings; the impact of required regulatory approvals of transfers of healthcare properties; the effect of increasing healthcare regulation and enforcement on our tenants and the dependence of our tenants on reimbursement from governmental and other third-party payors; the relatively illiquid nature of real estate investments; competitive conditions in our industry; the loss of key management personnel or other employees; the impact of litigation and rising insurance costs on the business of our tenants; the effect of our tenants declaring bankruptcy or becoming insolvent; uninsured or underinsured losses affecting our properties and the possibility of environmental compliance costs and liabilities; the ownership limits and anti-takeover defenses in our governing documents and Maryland law, which may restrict change of control or business combination opportunities; the impact of a failure or security breach of information technology in our operations; our ability to find replacement tenants and the impact of unforeseen costs in acquiring new properties; our ability to maintain our status as a REIT; compliance with REIT requirements and certain tax and tax regulatory matters related to our status as a REIT; and other factors discussed from time to time in our news releases, public statements and/or filings with the Securities and Exchange Commission (the “SEC”), especially the “Risk Factors” sections of our Annual and Quarterly Reports on Forms 10-K and 10-Q. We do not intend, and we undertake no obligation, to update any forward-looking information to reflect events or circumstances after the date of this supplement or to reflect the occurrence of unanticipated events, unless required by law to do so.

TENANT AND BORROWER INFORMATION
This release includes information regarding certain of our tenants that lease properties from us and our borrowers, most of which are not subject to SEC reporting requirements. Genesis is subject to the reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to our tenants and borrowers that is provided in this supplement has been provided by such tenants and borrowers. We have not independently verified this information. We have no reason to believe that such information is inaccurate in any material respect. We are providing this data for informational purposes only. Genesis's filings with the SEC can be found at www.sec.gov.

NOTE REGARDING NON-GAAP FINANCIAL MEASURES
This release includes the following financial measures defined as non-GAAP financial measures by the SEC: funds from operations (“FFO”), Normalized FFO, Adjusted FFO (“AFFO”), Normalized AFFO, FFO per diluted common share, Normalized FFO per diluted common share, AFFO per diluted common share and Normalized AFFO per diluted common share. These measures may be different than non-GAAP financial measures used by other companies, and the presentation of these measures is not intended to be considered in isolation or as a substitute for financial information prepared and presented in accordance with U.S. generally accepted accounting principles. An explanation of these non-GAAP financial measures is included under “Reporting Definitions” in this release, and reconciliations of these non-GAAP financial measures to the GAAP financial measures we consider most comparable are included under “Reconciliations of Funds from Operations (FFO), Normalized FFO, Adjusted Funds from Operations (AFFO) and Normalized AFFO” in this release.

CONTACT
Investor & Media Inquiries: (949) 679-0410



 
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 SABRA HEALTH CARE REIT, INC.
FINANCIAL HIGHLIGHTS
(dollars in thousands, except per share data)  
 
Three Months Ended March 31,
 
 
2015
 
2014
Revenues
 
$
55,572

 
$
40,850

Net income (loss) attributable to common stockholders
 
16,889

 
(9,864
)
FFO
 
31,039

 
(514
)
Normalized FFO
 
31,387

 
21,719

AFFO
 
30,531

 
324

Normalized AFFO
 
30,879

 
21,120

Per common share data:
 
 
 
 
Diluted EPS
 
$
0.28

 
$
(0.25
)
Diluted FFO
 
0.52

 
(0.01
)
Diluted Normalized FFO
 
0.53

 
0.55

Diluted AFFO
 
0.51

 
0.01

Diluted Normalized AFFO
 
0.52

 
0.53

 
 
 
 
 
Net cash flow from operations
 
$
24,701

 
$
1,207

 
 
 
 
 
Investment Portfolio
 
March 31, 2015
 
December 31, 2014
Total Investments in Real Estate Properties (1) (#)
 
160

 
160

Total Investments in Real Estate Properties, gross ($)
 
$
1,832,206

 
$
1,831,534

Total Beds/Units
 
16,718

 
16,718

Weighted Average Remaining Lease Term (in months)
 
126

 
129

Total Investments in Loans Receivable (#)
 
14

 
14

Total Investments in Loans Receivable, gross ($) (2)
 
$
241,531

 
$
235,584

Total Preferred Equity Investments (#)
 
6

 
6

Total Preferred Equity Investments, gross ($)
 
$
17,214

 
$
16,407

Debt
 
March 31, 2015
 
December 31, 2014
Book Value
 
 
 
 
Fixed Rate Debt
 
$
822,623

 
$
823,294

Variable Rate Debt (3)
 
226,000

 
268,000

Total Debt
 
1,048,623

 
1,091,294

 
 
 
 
 
Cash
 
(4,171
)
 
(61,793
)
Net Debt
 
$
1,044,452

 
$
1,029,501

 
 
 
 
 
Weighted Average Effective Rate
 
 
 
 
Fixed Rate Debt
 
5.22
%
 
5.24
%
Variable Rate Debt (3)
 
2.28
%
 
2.27
%
Total Debt
 
4.58
%
 
4.51
%
 
 
 
 
 
% of Total
 
 
 
 
Fixed Rate Debt
 
78.5
%
 
75.5
%
Variable Rate Debt (3)
 
21.5
%
 
24.5
%
Total Debt
 
100.0
%
 
100.0
%
 
 
 
 
 
Availability Under Revolving Credit Facility:
 
$
424,000

 
$
382,000

Available Liquidity (4)
 
$
428,098

 
$
443,671

 




(1) Included in Total Investments in Real Estate Properties is a single 100% owned Senior Housing facility leased to a 50%/50% RIDEA-compliant joint venture tenant.
(2) Total Investments in Loans Receivable, gross as of March 31, 2015 consists of principal of $240.4 million plus capitalized origination fees of $1.1 million.
(3) Includes $200.0 million subject to a 2% LIBOR cap. Excluding this amount from variable rate debt equates to 2.5% of total debt being variable rate debt.
(4) Available liquidity represents unrestricted cash, excluding cash associated with a consolidated joint venture, and availability under the revolving credit facility.

 
4




SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(dollars in thousands, except per share data)  
 
 
 
Three Months Ended March 31,
 
2015
 
2014
Revenues:
 
 
 
Rental income
$
49,505

 
$
36,093

Interest and other income
6,067

 
4,757

 
 
 
 
Total revenues
55,572

 
40,850

 
 
 
 
Expenses:
 
 
 
Depreciation and amortization
14,150

 
9,350

Interest
13,880

 
11,134

General and administrative
8,003

 
5,853

 
 
 
 
Total expenses
36,033

 
26,337

 
 
 
 
Other income (expense):
 
 
 
Loss on extinguishment of debt

 
(22,134
)
Other (expense) income
(100
)
 
300

 
 
 
 
Total other expense
(100
)
 
(21,834
)
 
 
 
 
Net income (loss)
19,439

 
(7,321
)
 
 
 
 
Net loss attributable to noncontrolling interests
11

 
18

 
 
 
 
Net income (loss) attributable to Sabra Health Care REIT, Inc.
19,450

 
(7,303
)
 
 
 
 
Preferred stock dividends
(2,561
)
 
(2,561
)
 
 
 
 
Net income (loss) attributable to common stockholders
$
16,889

 
$
(9,864
)
 
 
 
 
 
 

 
 

Net income (loss) attributable to common stockholders, per:
 
 
 
 
 
 
 
Basic common share
$
0.29

 
$
(0.25
)
 
 
 
 
Diluted common share
$
0.28

 
$
(0.25
)
 
 
 
 
Weighted-average number of common shares outstanding, basic
59,185,225

 
38,968,403

 
 
 
 
Weighted-average number of common shares outstanding, diluted
59,559,253

 
38,968,403

 
 
 
 














 
5




SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)  
 
 
March 31, 2015
 
December 31, 2014
 
(unaudited)
 
 
Assets
 
 
 
Real estate investments, net of accumulated depreciation of $199,767 and $185,994 as of March 31, 2015 and December 31, 2014, respectively
$
1,632,707

 
$
1,645,805

Loans receivable and other investments, net
258,346

 
251,583

Cash and cash equivalents
4,171

 
61,793

Restricted cash
6,948

 
7,024

Prepaid expenses, deferred financing costs and other assets, net
102,325

 
98,687

Total assets
$
2,004,497

 
$
2,064,892

 
 
 
 
Liabilities
 
 
 
Mortgage notes
$
123,325

 
$
124,022

Revolving credit facility
26,000

 
68,000

Term loan
200,000

 
200,000

Senior unsecured notes
699,298

 
699,272

Accounts payable and accrued liabilities
23,720

 
31,775

Total liabilities
1,072,343

 
1,123,069

 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
 
 
Preferred stock, $.01 par value; 10,000,000 shares authorized, 5,750,000 shares issued and outstanding as of March 31, 2015 and December 31, 2014
58

 
58

Common stock, $.01 par value; 125,000,000 shares authorized, 59,234,056 and 59,047,001 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively
592

 
590

Additional paid-in capital
1,051,813

 
1,053,601

Cumulative distributions in excess of net income
(117,168
)
 
(110,841
)
Accumulated other comprehensive loss
(3,087
)
 
(1,542
)
Total Sabra Health Care REIT, Inc. stockholders’ equity
932,208

 
941,866

Noncontrolling interests
(54
)
 
(43
)
Total equity
932,154

 
941,823

Total liabilities and equity
$
2,004,497

 
$
2,064,892










 



 
6




SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
Three Months Ended March 31,
 
2015
 
2014
Cash flows from operating activities:

 
 
Net income (loss)
$
19,439

 
$
(7,321
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 
 
Depreciation and amortization
14,150

 
9,350

Non-cash interest income adjustments
113

 
70

Amortization of deferred financing costs
1,261

 
945

Stock-based compensation expense
2,918

 
2,513

Amortization of premium
25

 
(33
)
Loss on extinguishment of debt

 
1,338

Straight-line rental income adjustments
(5,656
)
 
(4,186
)
Provision for doubtful accounts
1,144

 

Write-off of straight-line rental income

 
99

Change in fair value of contingent consideration
100

 
(300
)
Changes in operating assets and liabilities:


 
 
Prepaid expenses and other assets
(3,206
)
 
(2,152
)
Accounts payable and accrued liabilities
(4,988
)
 
2,086

Restricted cash
(599
)
 
(1,202
)

 
 
 
Net cash provided by operating activities
24,701

 
1,207


 
 
 
Cash flows from investing activities:

 
 
Acquisitions of real estate

 
(108,650
)
Origination and fundings of loans receivable
(7,303
)
 
(19,428
)
Preferred equity investments
(311
)
 
(5
)
Additions to real estate
(675
)
 
(56
)
Repayment of loans receivable
2,052

 


 
 
 
Net cash used in investing activities
(6,237
)
 
(128,139
)

 
 
 
Cash flows from financing activities:

 
 
Proceeds from issuance of senior unsecured notes

 
350,000

Principal payments on senior unsecured notes

 
(211,250
)
Net (repayments) proceeds from revolving credit facility
(42,000
)
 
26,500

Proceeds from mortgage notes

 
46,103

Principal payments on mortgage notes
(697
)
 
(57,325
)
Payments of deferred financing costs
(130
)
 
(9,873
)
Issuance of common stock
(7,587
)
 
(648
)
Dividends paid on common and preferred stock
(25,672
)
 
(16,597
)

 
 
 
Net cash (used in) provided by financing activities
(76,086
)
 
126,910


 
 
 
Net decrease in cash and cash equivalents
(57,622
)
 
(22
)
Cash and cash equivalents, beginning of period
61,793

 
4,308


 
 
 
Cash and cash equivalents, end of period
$
4,171

 
$
4,286


 
 
 
Supplemental disclosure of cash flow information:

 
 
Interest paid
$
16,761

 
$
7,219


 
 
 


 
7




SABRA HEALTH CARE REIT, INC.
RECONCILIATIONS OF FUNDS FROM OPERATIONS (FFO), NORMALIZED FFO,
ADJUSTED FUNDS FROM OPERATIONS (AFFO) AND NORMALIZED AFFO
(dollars in thousands, except per share data)

 
Three Months Ended March 31,
 
2015
 
2014
Net income (loss) attributable to common stockholders
$
16,889

 
$
(9,864
)
Depreciation and amortization of real estate assets
14,150

 
9,350

Funds from Operations (FFO)
$
31,039

 
$
(514
)
 
 
 
 
Nonrecurring facility operation expenses
348

 

Loss on extinguishment of debt

 
22,134

Write-off of straight-line rental income

 
99

Normalized FFO
$
31,387

 
$
21,719

 
 
 
 
FFO
$
31,039

 
$
(514
)
Acquisition pursuit costs
310

 
392

Stock-based compensation expense
2,918

 
2,513

Straight-line rental income adjustments
(5,656
)
 
(4,186
)
Amortization of deferred financing costs
1,261

 
945

Non-cash portion of loss on extinguishment of debt

 
1,338

Other non-cash adjustments
659

 
(164
)
Adjusted Funds from Operations (AFFO)
$
30,531

 
$
324

 
 
 
 
Nonrecurring facility operation expenses
348

 

Cash portion of loss on extinguishment of debt

 
20,796

Normalized AFFO
$
30,879

 
$
21,120

Amounts per diluted common share:
 
 
 
Net income attributable to common stockholders
$
0.28

 
$
(0.25
)
 
 
 
 
FFO
$
0.52

 
$
(0.01
)
 
 
 
 
Normalized FFO
$
0.53

 
$
0.55

 
 
 
 
AFFO
$
0.51

 
$
0.01

 
 
 
 
Normalized AFFO
$
0.52

 
$
0.53

 
 
 
 
Weighted average number of common shares outstanding, diluted:
 
 
 
Net income (loss) and FFO
59,559,253

 
38,968,403

     Normalized FFO
59,559,253

 
39,470,552

AFFO and Normalized AFFO
59,893,055

 
39,795,847




 
8


REPORTING DEFINITIONS

Acute Care Hospital. A facility designed to provide extended medical and rehabilitation care for patients who are clinically complex and have multiple acute or chronic conditions.
EBITDAR. Earnings before interest, taxes, depreciation, amortization and rent (“EBITDAR”) for a particular facility accruing to the operator/tenant of the property (not the Company) for the period presented. The Company uses EBITDAR in determining EBITDAR Coverage. EBITDAR has limitations as an analytical tool. EBITDAR does not reflect historical cash expenditures or future cash requirements for facility capital expenditures or contractual commitments. In addition, EBITDAR does not represent a property's net income or cash flow from operations and should not be considered an alternative to those indicators. The Company receives EBITDAR and other information from its operators/tenants and relevant guarantors and utilizes EBITDAR as a supplemental measure of their ability to generate sufficient liquidity to meet related obligations to the Company. All facility and tenant financial performance data is derived solely from information provided by operators/tenants and relevant guarantors without independent verification by the Company and is presented one quarter in arrears. The Company excludes the impact of strategic disposition candidates and facilities leased to RIDEA-compliant joint venture tenants. The Company only includes EBITDAR for Stabilized Facilities acquired before the beginning of the current quarter and only for periods when the property was operated subject to a lease with the Company. EBITDAR for facilities with new tenants/operators are only included in periods subsequent to the Company's acquisition of the facilities.
EBITDAR Coverage. EBITDAR for the trailing 12 month periods prior to and including the period presented divided by the same period cash rent. Cash rent used for recently acquired facilities and facilities subject to lease restructuring is the first year rental rate. EBITDAR Coverage is a supplemental measure of an operator/tenant's ability to meet their cash rent and other obligations to the Company. However, its usefulness is limited by, among other things, the same factors that limit the usefulness of EBITDAR. All facility and tenant data are derived solely from information provided by operators/tenants and relevant guarantors without independent verification by the Company. All such data is presented one quarter in arrears. The Company excludes the impact of strategic disposition candidates and facilities leased to RIDEA-compliant joint venture tenants. The Company only includes EBITDAR Coverage for Stabilized Facilities acquired before the beginning of the current quarter and only for periods when the property was operated subject to a lease with the Company. EBITDAR Coverage for facilities with new tenants/operators are only included in periods subsequent to the Company's acquisition of the facilities. EBITDAR Coverage is not presented for tenants with significant corporate guarantees.
EBITDARM. Earnings before interest, taxes, depreciation, amortization, rent and management fees (“EBITDARM”) for a particular facility accruing to the operator/tenant of the property (not the Company), for the period presented. The Company uses EBITDARM in determining EBITDARM Coverage. The usefulness of EBITDARM is limited by the same factors that limit the usefulness of EBITDAR. Together with EBITDAR, the Company utilizes EBITDARM to evaluate the core operations of the properties by eliminating management fees, which vary based on operator/tenant and its operating structure. All facility financial performance data is derived solely from information provided by operators/tenants and relevant guarantors without independent verification by the Company. All such data is presented one quarter in arrears. The Company excludes the impact of strategic disposition candidates and facilities leased to RIDEA-compliant joint venture tenants. The Company only includes EBITDARM for Stabilized Facilities acquired before the beginning of the current quarter and only for periods when the property was operated subject to a lease with the Company. EBITDARM for facilities with new tenants/operators are only included in periods subsequent to the Company's acquisition of the facilities.
EBITDARM Coverage. EBITDARM for the trailing 12 month periods prior to and including the period presented divided by the same period cash rent. Cash rent used for recently acquired facilities and facilities subject to lease restructurings is the first year rental rate. EBITDARM coverage is a supplemental measure of a property's ability to generate cash flows for the operator/tenant (not the Company) to meet the operator's/tenant's related cash rent and other obligations to the Company. However, its usefulness is limited by, among other things, the same factors that limit the usefulness of EBITDARM. All facility and tenant data are derived solely from information provided by operators/tenants and relevant guarantors without independent verification by the Company. All such data is presented one quarter in arrears. The Company excludes the impact of strategic disposition candidates and facilities leased to RIDEA-compliant joint venture tenants. The Company only includes EBITDARM Coverage for Stabilized Facilities acquired before the beginning of the current quarter and only for periods when the property was operated subject to a lease with the Company. EBITDARM Coverage for facilities with new tenants/operators are only included in periods subsequent to the Company's acquisition of the facilities. EBITDARM Coverage is not presented for tenants with significant corporate guarantees.
Fixed Charge Coverage. EBITDAR (including adjustments for one-time and pro forma items) for the period indicated (one quarter in arrears) for all operations of any entities that guarantee the tenants' lease obligations to the Company divided by the same period cash rent expense, interest expense and mandatory principal payments for operations of any entity that guarantees the tenants' lease obligation to the Company. Fixed Charge Coverage is a supplemental measure of a guarantor's ability to meet the operator/tenant's cash rent and other obligations to the Company should the operator/tenant be unable to do so itself. However, its usefulness is limited by, among other things, the same factors that limit the usefulness of EBITDAR. Fixed Charge Coverage is calculated by the Company as described above based on information provided by guarantors without independent verification by the Company and may differ from similar metrics calculated by the guarantors.
Funds From Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”). The Company believes that net income attributable to common stockholders as defined by GAAP is the most appropriate earnings measure. The Company also believes that Funds From Operations, or FFO, as defined in accordance with the definition used by the National Association of Real Estate Investment Trusts (“NAREIT”), and Adjusted Funds from Operations, or AFFO (and related per share amounts) are important non-GAAP supplemental measures of the Company's operating performance. Because the historical cost accounting convention used for real estate assets requires

 
9


REPORTING DEFINITIONS

straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. However, since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a real estate investment trust that uses historical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a supplemental measure of operating performance for real estate investment trusts that excludes historical cost depreciation and amortization, among other items, from net income attributable to common stockholders, as defined by GAAP. FFO is defined as net income attributable to common stockholders, computed in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization and impairment charges. AFFO is defined as FFO excluding straight-line rental income adjustments, stock-based compensation expense, amortization of deferred financing costs, acquisition pursuit costs, as well as other non-cash revenue and expense items (including provisions and write-offs related to straight-line rental income, changes in fair value of contingent consideration, amortization of debt premiums/discounts and non-cash interest income adjustments). The Company believes that the use of FFO and AFFO (and the related per share amounts), combined with the required GAAP presentations, improves the understanding of the Company's operating results among investors and makes comparisons of operating results among real estate investment trusts more meaningful. The Company considers FFO and AFFO to be useful measures for reviewing comparative operating and financial performance because, by excluding the applicable items listed above, FFO and AFFO can help investors compare the operating performance of the Company between periods or as compared to other companies. While FFO and AFFO are relevant and widely used measures of operating performance of real estate investment trusts, they do not represent cash flows from operations or net income attributable to common stockholders as defined by GAAP and should not be considered an alternative to those measures in evaluating the Company’s liquidity or operating performance. FFO and AFFO also do not consider the costs associated with capital expenditures related to the Company’s real estate assets nor do they purport to be indicative of cash available to fund the Company’s future cash requirements. Further, the Company’s computation of FFO and AFFO may not be comparable to FFO and AFFO reported by other real estate investment trusts that do not define FFO in accordance with the current NAREIT definition or that interpret the current NAREIT definition or define AFFO differently than the Company.
Investment. Represents the carrying amount of real estate assets after adding back accumulated depreciation and amortization.
Normalized FFO and AFFO. Normalized FFO and AFFO represent FFO and AFFO, respectively, adjusted for certain income and expense items that the Company does not believe are indicative of its ongoing operating results. The Company considers normalized FFO and AFFO to be a useful measure to evaluate the Company’s operating results excluding start-up costs and non-recurring income and expenses. Normalized FFO and AFFO can help investors compare the operating performance of the Company between periods or as compared to other companies. Normalized FFO and AFFO do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating the Company’s liquidity or operating performance. Normalized FFO and AFFO also do not consider the costs associated with capital expenditures related to the Company’s real estate assets nor does it purport to be indicative of cash available to fund the Company’s future cash requirements. Further, the Company’s computation of normalized FFO and AFFO may not be comparable to normalized FFO and AFFO reported by other REITs that do not define FFO in accordance with the current NAREIT definition or that interpret the current NAREIT definition or define FFO and AFFO or normalized FFO and normalized AFFO differently from the Company.
Senior Housing. Senior housing facilities include independent living, assisted living, continuing care retirement community and memory care facilities.
Skilled Nursing/Transitional Care. Skilled nursing/transitional care facilities include skilled nursing, transitional care, multi-license designation and mental health facilities.
Stabilized Facility. Skilled Nursing/Transitional Care facilities and Senior Housing facilities are considered stabilized at the earlier of (i) achieving consistent occupancy at or above 80% and (ii) 24 months after the acquisition date. The Company also considers these facilities and Acute Care Hospitals to not be stabilized based on other circumstances (including newly completed developments, facilities undergoing major renovations or additions, facilities being repositioned or transitioned to new operators, and significant transitions within the tenants business model). Such facilities will be considered stabilized upon maintaining consistent occupancy at or above 80% (for Skilled Nursing/Transitional Care and Senior Housing Facilities only) but in no event beyond 24 months after the date any such circumstances occurred for any asset type. Stabilized Facilities exclude facilities leased to RIDEA-compliant joint venture tenants.
Total Debt. The carrying amount of the Company’s revolving credit facility, term loan, senior unsecured notes, and mortgage indebtedness, as reported in the Company’s consolidated financial statements.





 
10



Exhibit 99.2
Supplemental Information
March 31, 2015
(Unaudited)





Disclaimer

Certain statements in this supplement contain “forward-looking” information as that term is defined by the Private Securities Litigation Reform Act of 1995. Any statements that do not relate to historical or current facts or matters are forward-looking statements. Examples of forward-looking statements include all statements regarding our expected future financial position, results of operations, cash flows, liquidity, business strategy, growth opportunities, potential investments, and plans and objectives for future operations. You can identify some of the forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying words.

Our actual results may differ materially from those projected or contemplated by our forward-looking statements as a result of various factors, including among others, the following: our dependence on Genesis Healthcare, Inc. (“Genesis”) and certain wholly owned subsidiaries of Holiday AL Holdings LP until we are able to further diversify our portfolio; our dependence on the operating success of our tenants; the significant amount of and our ability to service our indebtedness; covenants in our debt agreements that may restrict our ability to pay dividends, make investments, incur additional indebtedness and refinance indebtedness on favorable terms; increases in market interest rates; our ability to raise capital through equity and debt financings; the impact of required regulatory approvals of transfers of healthcare properties; the effect of increasing healthcare regulation and enforcement on our tenants and the dependence of our tenants on reimbursement from governmental and other third-party payors; the relatively illiquid nature of real estate investments; competitive conditions in our industry; the loss of key management personnel or other employees; the impact of litigation and rising insurance costs on the business of our tenants; the effect of our tenants declaring bankruptcy or becoming insolvent; uninsured or underinsured losses affecting our properties and the possibility of environmental compliance costs and liabilities; the ownership limits and anti-takeover defenses in our governing documents and Maryland law, which may restrict change of control or business combination opportunities; the impact of a failure or security breach of information technology in our operations; our ability to find replacement tenants and the impact of unforeseen costs in acquiring new properties; our ability to maintain our status as a REIT; compliance with REIT requirements and certain tax and tax regulatory matters related to our status as a REIT; and other factors discussed from time to time in our news releases, public statements and/or filings with the Securities and Exchange Commission (the “SEC”), especially the “Risk Factors” sections of our Annual and Quarterly Reports on Forms 10-K and 10-Q. We do not intend, and we undertake no obligation, to update any forward-looking information to reflect events or circumstances after the date of this supplement or to reflect the occurrence of unanticipated events, unless required by law to do so.

Note Regarding Non-GAAP Financial Measures

This supplement includes the following financial measures defined as non-GAAP financial measures by the SEC: funds from operations (“FFO”), Normalized FFO, Adjusted FFO (“AFFO”), Normalized AFFO, FFO per diluted common share, Normalized FFO per diluted common share, AFFO per diluted common share and Normalized AFFO per diluted common share. These measures may be different than non-GAAP financial measures used by other companies, and the presentation of these measures is not intended to be considered in isolation or as a substitute for financial information prepared and presented in accordance with U.S. generally accepted accounting principles. An explanation of these non-GAAP financial measures is included under “Reporting Definitions” in this supplement and reconciliations of these non-GAAP financial measures to the GAAP financial measures we consider most comparable are included under “Reconciliations of Funds from Operations (FFO), Normalized FFO, Adjusted Funds from Operations (AFFO) and Normalized AFFO” in this supplement.
Tenant and Borrower Information

This supplement includes information regarding certain of our tenants that lease properties from us and our borrowers, most of which are not subject to SEC reporting requirements. Genesis is subject to the reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to our tenants and borrowers that is provided in this supplement has been provided by such tenants and borrowers. We have not independently verified this information. We have no reason to believe that such information is inaccurate in any material respect. We are providing this data for informational purposes only. Genesis's filings with the SEC can be found at www.sec.gov.



Table of Contents

 
 
 





Company Information
Board of Directors
 
 
 
 
 
Richard K. Matros
Chairman of the Board, President and
Chief Executive Officer
Sabra Health Care REIT, Inc.
  
Michael J. Foster
Managing Director
RFE Management Corp.
 
 
Milton J. Walters
President
Tri-River Capital
  
Robert A. Ettl
Chief Operating Officer
Harvard Management Company
 
 
Craig A. Barbarosh
Partner
Katten Muchin Rosenman LLP
  
 
Senior Management
 
 
 
 
 
Richard K. Matros
Chairman of the Board, President and
Chief Executive Officer
  
Harold W. Andrews, Jr.
Executive Vice President,
Chief Financial Officer and Secretary
 
 
Talya Nevo-Hacohen
Executive Vice President,
Chief Investment Officer and Treasurer
  
 
Other Information
 
 
 
 
 
Corporate Headquarters
18500 Von Karman Avenue, Suite 550
Irvine, CA 92612
  
Transfer Agent
American Stock Transfer and Trust Company
6201 15th Avenue
Brooklyn, NY 11219
www.sabrahealth.com

The information in this supplemental information package should be read in conjunction with the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information filed with the SEC. The Reporting Definitions and Reconciliations of Non-GAAP Measures are an integral part of the information presented herein.

On Sabra's website, www.sabrahealth.com, you can access, free of charge, Sabra’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such material is filed with, or furnished to, the SEC. The information contained on Sabra’s website is not incorporated by reference into, and should not be considered a part of, this supplemental information package. All material filed with the SEC can also be accessed through their website, www.sec.gov.

For more information, contact Harold W. Andrews, Jr., Executive Vice President, Chief Financial Officer and Secretary at (949) 679-0243.

 



SABRA HEALTH CARE REIT, INC.
COMPANY FACT SHEET
Company Profile
Sabra Health Care REIT, Inc., a Maryland corporation (“Sabra,” the “Company” or “we”), operates as a self-administered, self-managed real estate investment trust (“REIT”) that, through its subsidiaries, owns and invests in real estate serving the healthcare industry. Sabra primarily generates revenues by leasing properties to tenants and operators throughout the United States.
As of March 31, 2015, Sabra’s investment portfolio included 160 real estate properties held for investment and leased to operators/tenants under triple-net lease agreements (consisting of (i) 104 Skilled Nursing/Transitional Care facilities, (ii) 54 Senior Housing facilities, and (iii) two Acute Care Hospitals), 14 investments in loans receivable (consisting of (i) five mortgage loans, (ii) three construction loans, (iii) two mezzanine loans, and (iv) four pre-development loans) and six preferred equity investments. Included in the 160 real estate properties held for investment is a single 100% owned, Senior Housing facility leased to a 50%/50% RIDEA-compliant joint venture tenant. As of March 31, 2015, Sabra’s real estate properties included 16,718 beds/units, spread across 34 states.
Objectives and Strategies

We expect to continue to grow our portfolio primarily through the acquisition of assisted living, independent living and memory care facilities and with a secondary focus on acquiring Skilled Nursing/Transitional Care facilities. We have and will continue to opportunistically acquire other types of healthcare real estate (including Acute Care Hospitals) and originate financing secured directly or indirectly by healthcare facilities. We also expect to expand our portfolio through the development of purpose-built healthcare facilities through pipeline agreements and other arrangements with select developers. We further expect to work with existing operators to identify strategic development opportunities. These opportunities may involve replacing or renovating facilities in our portfolio that may have become less competitive and new development opportunities that present attractive risk-adjusted returns. In addition to pursuing acquisitions with triple-net leases, we expect to continue to pursue other forms of investment, including investments in Senior Housing through RIDEA-compliant structures, mezzanine and secured debt investments, and joint ventures for Senior Housing and Skilled Nursing/Transitional Care facilities.

With respect to our debt and preferred equity investments, in general, we originate loans and make preferred equity investments when an attractive investment opportunity is presented and either (a) the property is in or near the development phase or (b) the development of the property is completed but the operations of the facility are not yet stabilized. A key component of our strategy related to loan originations and preferred equity investments is our having the option to purchase the underlying real estate that is owned by our borrowers (and that directly or indirectly secures our loan investment) or by the entity in which we have an investment. These options become exercisable upon the occurrence of various criteria, such as the passage of time or the achievement of certain operating goals, and the purchase price is set in advance based on the same valuation methods we use to value our investments in healthcare real estate. This strategy allows us to diversify our revenue streams and build relationships with operators and developers, and provides us with the option to add new properties to our existing real estate portfolio if we determine that those properties enhance our investment portfolio and stockholder value at the time the options are exercisable.



 
 

SABRA HEALTH CARE REIT, INC.
COMPANY FACT SHEET (CONTINUED)
As of March 31, 2015

Market Facts
 
Credit Ratings
Stock Information
 
Moody's:
 
Closing Price (common stock):
$33.15
 
  Corporate Rating
Ba3
52-Week range (common stock):
$24.01 - $34.44
 
  Unsecured Notes Rating
Ba3
Common Equity Market Capitalization:
$2.0 billion
 
  Preferred Equity Rating
B2
Enterprise Value:
$3.2 billion
 
S&P:
 
Outstanding Shares (common stock):
59.2 million
 
Corporate Rating
BB- (stable)
 
 
 
Unsecured notes/unsecured credit facility
BB
Ticker symbols:
 
 
Preferred Equity Rating
B-
Common Stock
SBRA
 
Fitch:
 
Preferred Stock
SBRAP
 
Corporate Rating
BB+
Stock Exchange:
NASDAQ
 
Unsecured notes/unsecured credit facility
BB+
 
 
 
Preferred Equity Rating
BB-

Portfolio Information
Investments
Investment in real estate properties (1)
 
 
Real Estate Property Bed/Unit Count (1)
 
Skilled Nursing/Transitional Care
104

 
Skilled Nursing/Transitional Care
11,396

Senior Housing
54

 
Senior Housing
5,198

Acute Care Hospitals
2

 
Acute Care Hospitals
124

Total Equity Investments
160

 
Total Beds/Units
16,718

 
 
 
 
 
Investments in loans receivable (2)
14

 
Total Number of States
34

Preferred Equity Investments (3)
6

 
 
 
Total Investments
180

 
Total Number of Relationships
29



(1) During the first quarter of 2015, Genesis converted one Senior Housing facility in Kentucky into a Skilled Nursing/Transitional Care facility.
(2) Our investments in loans receivable related to investments secured directly or indirectly by 9 Skilled Nursing/Transitional Care facilities with 1,486 beds/units, 11 Senior Housing developments with 671 beds/units, one Acute Care Hospital with 84 beds, one Acute Care Hospital development with 54 beds and land for a future Senior Housing development.
(3) Our Preferred Equity Investments related to investments in entities owning 5 Senior Housing developments with 488 beds/units and one Skilled Nursing/Transitional Care development with 140 beds/units.

 
2
    



SABRA HEALTH CARE REIT, INC.
FINANCIAL HIGHLIGHTS
(dollars in thousands, except per share data)
 
Three Months Ended March 31,
 
 
2015
 
2014
Revenues
 
$
55,572

 
$
40,850

Net income (loss) attributable to common stockholders
 
16,889

 
(9,864
)
FFO
 
31,039

 
(514
)
Normalized FFO
 
31,387

 
21,719

AFFO
 
30,531

 
324

Normalized AFFO
 
30,879

 
21,120

Per common share data:
 
 
 
 
Diluted EPS
 
$
0.28

 
$
(0.25
)
Diluted FFO
 
0.52

 
(0.01
)
Diluted Normalized FFO
 
0.53

 
0.55

Diluted AFFO
 
0.51

 
0.01

Diluted Normalized AFFO
 
0.52

 
0.53

 
 
 
 
 
Net cash flow from operations
 
$
24,701

 
$
1,207

 
 
 
 
 
Investment Portfolio
 
March 31, 2015
 
December 31, 2014
Total Investments in Real Estate Properties (1) (#)
 
160

 
160

Total Investments in Real Estate Properties, gross ($)
 
$
1,832,206

 
$
1,831,534

Total Beds/Units
 
16,718

 
16,718

Weighted Average Remaining Lease Term (in months)
 
126

 
129

Total Investments in Loans Receivable (#)
 
14

 
14

Total Investments in Loans Receivable, gross ($) (2)
 
$
241,531

 
$
235,584

Total Preferred Equity Investments (#)
 
6

 
6

Total Preferred Equity Investments, gross ($)
 
$
17,214

 
$
16,407

Debt
 
March 31, 2015
 
December 31, 2014
Book Value
 
 
 
 
Fixed Rate Debt
 
$
822,623

 
$
823,294

Variable Rate Debt (3)
 
226,000

 
268,000

Total Debt
 
1,048,623

 
1,091,294

 
 
 
 
 
Cash
 
(4,171
)
 
(61,793
)
Net Debt
 
$
1,044,452

 
$
1,029,501

 
 
 
 
 
Weighted Average Effective Rate
 
 
 
 
Fixed Rate Debt
 
5.22
%
 
5.24
%
Variable Rate Debt (3)
 
2.28
%
 
2.27
%
Total Debt
 
4.58
%
 
4.51
%
 
 
 
 
 
% of Total
 
 
 
 
Fixed Rate Debt
 
78.5
%
 
75.5
%
Variable Rate Debt (3)
 
21.5
%
 
24.5
%
Total Debt
 
100.0
%
 
100.0
%
 
 
 
 
 
Availability Under Revolving Credit Facility:
 
$
424,000

 
$
382,000

Available Liquidity (4)
 
$
428,098

 
$
443,671

 

(1) Included in Total Investments in Real Estate Properties is a single 100% owned Senior Housing facility leased to a 50%/50% RIDEA-compliant joint venture tenant.
(2) Total Investments in Loans Receivable, gross as of March 31, 2015 consists of principal of $240.4 million plus capitalized origination fees of $1.1 million.
(3) Includes $200.0 million subject to a 2% LIBOR cap. Excluding this amount from variable rate debt equates to 2.5% of total debt being variable rate debt.
(4) Available liquidity represents unrestricted cash, excluding cash associated with a consolidated joint venture, and availability under the revolving credit facility.

 
3
    



SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(dollars in thousands, except per share data)
 
 
 
Three Months Ended March 31,
 
2015
 
2014
Revenues:
 
 
 
Rental income
$
49,505

 
$
36,093

Interest and other income
6,067

 
4,757

 
 
 
 
Total revenues
55,572

 
40,850

 
 
 
 
Expenses:
 
 
 
Depreciation and amortization
14,150

 
9,350

Interest
13,880

 
11,134

General and administrative
8,003

 
5,853

 
 
 
 
Total expenses
36,033

 
26,337

 
 
 
 
Other income (expense):
 
 
 
Loss on extinguishment of debt

 
(22,134
)
Other (expense) income
(100
)
 
300

 
 
 
 
Total other expense
(100
)
 
(21,834
)
 
 
 
 
Net income (loss)
19,439

 
(7,321
)
 
 
 
 
Net loss attributable to noncontrolling interests
11

 
18

 
 
 
 
Net income (loss) attributable to Sabra Health Care REIT, Inc.
19,450

 
(7,303
)
 
 
 
 
Preferred stock dividends
(2,561
)
 
(2,561
)
 
 
 
 
Net income (loss) attributable to common stockholders
$
16,889

 
$
(9,864
)
 
 
 
 
 
 

 
 

Net income (loss) attributable to common stockholders, per:
 
 
 
 
 
 
 
Basic common share
$
0.29

 
$
(0.25
)
 
 
 
 
Diluted common share
$
0.28

 
$
(0.25
)
 
 
 
 
Weighted-average number of common shares outstanding, basic
59,185,225

 
38,968,403

 
 
 
 
Weighted-average number of common shares outstanding, diluted
59,559,253

 
38,968,403

 
 
 
 


 
4
    



SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
 

 
March 31, 2015
 
December 31, 2014
 
(unaudited)
 
 
Assets
 
 
 
Real estate investments, net of accumulated depreciation of $199,767 and $185,994 as of March 31, 2015 and December 31, 2014, respectively
$
1,632,707

 
$
1,645,805

Loans receivable and other investments, net
258,346

 
251,583

Cash and cash equivalents
4,171

 
61,793

Restricted cash
6,948

 
7,024

Prepaid expenses, deferred financing costs and other assets, net
102,325

 
98,687

Total assets
$
2,004,497

 
$
2,064,892

 
 
 
 
Liabilities
 
 
 
Mortgage notes
$
123,325

 
$
124,022

Revolving credit facility
26,000

 
68,000

Term loan
200,000

 
200,000

Senior unsecured notes
699,298

 
699,272

Accounts payable and accrued liabilities
23,720

 
31,775

Total liabilities
1,072,343

 
1,123,069

 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
 
 
Preferred stock, $.01 par value; 10,000,000 shares authorized, 5,750,000 shares issued and outstanding as of March 31, 2015 and December 31, 2014
58

 
58

Common stock, $.01 par value; 125,000,000 shares authorized, 59,234,056 and 59,047,001 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively
592

 
590

Additional paid-in capital
1,051,813

 
1,053,601

Cumulative distributions in excess of net income
(117,168
)
 
(110,841
)
Accumulated other comprehensive loss
(3,087
)
 
(1,542
)
Total Sabra Health Care REIT, Inc. stockholders’ equity
932,208

 
941,866

Noncontrolling interests
(54
)
 
(43
)
Total equity
932,154

 
941,823

Total liabilities and equity
$
2,004,497

 
$
2,064,892









 


 
5
    



SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
Three Months Ended March 31,
 
2015
 
2014
Cash flows from operating activities:

 
 
Net income (loss)
$
19,439

 
$
(7,321
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 
 
Depreciation and amortization
14,150

 
9,350

Non-cash interest income adjustments
113

 
70

Amortization of deferred financing costs
1,261

 
945

Stock-based compensation expense
2,918

 
2,513

Amortization of premium
25

 
(33
)
Loss on extinguishment of debt

 
1,338

Straight-line rental income adjustments
(5,656
)
 
(4,186
)
Provision for doubtful accounts
1,144

 

Write-off of straight-line rental income

 
99

Change in fair value of contingent consideration
100

 
(300
)
Changes in operating assets and liabilities:


 
 
Prepaid expenses and other assets
(3,206
)
 
(2,152
)
Accounts payable and accrued liabilities
(4,988
)
 
2,086

Restricted cash
(599
)
 
(1,202
)

 
 
 
Net cash provided by operating activities
24,701

 
1,207


 
 
 
Cash flows from investing activities:

 
 
Acquisitions of real estate

 
(108,650
)
Origination and fundings of loans receivable
(7,303
)
 
(19,428
)
Preferred equity investments
(311
)
 
(5
)
Additions to real estate
(675
)
 
(56
)
Repayment of loans receivable
2,052

 


 
 
 
Net cash used in investing activities
(6,237
)
 
(128,139
)

 
 
 
Cash flows from financing activities:

 
 
Proceeds from issuance of senior unsecured notes

 
350,000

Principal payments on senior unsecured notes

 
(211,250
)
Net (repayments) proceeds from revolving credit facility
(42,000
)
 
26,500

Proceeds from mortgage notes

 
46,103

Principal payments on mortgage notes
(697
)
 
(57,325
)
Payments of deferred financing costs
(130
)
 
(9,873
)
Issuance of common stock
(7,587
)
 
(648
)
Dividends paid on common and preferred stock
(25,672
)
 
(16,597
)

 
 
 
Net cash (used in) provided by financing activities
(76,086
)
 
126,910


 
 
 
Net decrease in cash and cash equivalents
(57,622
)
 
(22
)
Cash and cash equivalents, beginning of period
61,793

 
4,308


 
 
 
Cash and cash equivalents, end of period
$
4,171

 
$
4,286


 
 
 
Supplemental disclosure of cash flow information:

 
 
Interest paid
$
16,761

 
$
7,219


 
 
 

 
6
    


SABRA HEALTH CARE REIT, INC.
RECONCILIATIONS OF FUNDS FROM OPERATIONS (FFO), NORMALIZED FFO,
ADJUSTED FUNDS FROM OPERATIONS (AFFO) AND NORMALIZED AFFO
(dollars in thousands, except per share data) 

 
Three Months Ended March 31,
 
2015
 
2014
Net income (loss) attributable to common stockholders
$
16,889

 
$
(9,864
)
Depreciation and amortization of real estate assets
14,150

 
9,350

Funds from Operations (FFO)
$
31,039

 
$
(514
)
 
 
 
 
Nonrecurring facility operation expenses
348

 

Loss on extinguishment of debt

 
22,134

Write-off of straight-line rental income

 
99

Normalized FFO
$
31,387

 
$
21,719

 
 
 
 
FFO
$
31,039

 
$
(514
)
Acquisition pursuit costs
310

 
392

Stock-based compensation expense
2,918

 
2,513

Straight-line rental income adjustments
(5,656
)
 
(4,186
)
Amortization of deferred financing costs
1,261

 
945

Non-cash portion of loss on extinguishment of debt

 
1,338

Other non-cash adjustments
659

 
(164
)
Adjusted Funds from Operations (AFFO)
$
30,531

 
$
324

 
 
 
 
Nonrecurring facility operation expenses
348

 

Cash portion of loss on extinguishment of debt

 
20,796

Normalized AFFO
$
30,879

 
$
21,120

Amounts per diluted common share:
 
 
 
Net income attributable to common stockholders
$
0.28

 
$
(0.25
)
 
 
 
 
FFO
$
0.52

 
$
(0.01
)
 
 
 
 
Normalized FFO
$
0.53

 
$
0.55

 
 
 
 
AFFO
$
0.51

 
$
0.01

 
 
 
 
Normalized AFFO
$
0.52

 
$
0.53

 
 
 
 
Weighted average number of common shares outstanding, diluted:
 
 
 
Net income (loss) and FFO
59,559,253

 
38,968,403

     Normalized FFO
59,559,253

 
39,470,552

AFFO and Normalized AFFO
59,893,055

 
39,795,847




 
7
    


SABRA HEALTH CARE REIT, INC.
CAPITALIZATION
(dollars in thousands, except per share data)
Debt
March 31, 2015
 
December 31, 2014
Mortgage notes
$
123,325

 
$
124,022

Revolving credit facility
26,000

 
68,000

Term loan
200,000

 
200,000

Senior unsecured notes
699,298

 
699,272

 
 
 
 
Total debt
$
1,048,623

 
$
1,091,294

 
Revolving Credit Facility
March 31, 2015
 
December 31, 2014
Credit facility availability
$
424,000

 
$
382,000

Credit facility capacity
450,000

 
450,000

Enterprise Value
 
 
 
 
 
As of March 31, 2015
Shares
Outstanding
 
Price
 
Value
Common stock
59,234,056

 
$
33.15

 
$
1,963,609

Preferred stock
5,750,000

 
26.82

 
154,215

Total debt
 
 
 
 
1,048,623

Cash and cash equivalents
 
 
 
 
(4,171
)
 
 
 
 
 
 
Total Enterprise Value
 
 
 
 
$
3,162,276

 
 
 
 
 
 
As of December 31, 2014
Shares
Outstanding
 
Price
 
Value
Common stock
59,047,001

 
$
30.37

 
$
1,793,257

Preferred stock
5,750,000

 
27.14

 
156,055

Total debt
 
 
 
 
1,091,294

Cash and cash equivalents
 
 
 
 
(61,793
)
 
 
 
 
 
 
Total Enterprise Value
 
 
 
 
$
2,978,813

 
 
 
 
 
 
 
At-the-Market Common Stock Offering Programs
 
 
 
 
 
 
Three Months Ended
March 31, 2015
 
Cumulative as of March 31, 2015
Shares issued
 

 
6,398,137

Net proceeds
 

 
$
175,124

Weighted average price per share
 
N/A

 
$
27.92

 
 
 
 
 
Common Stock and Equivalents
 
Weighted Average Common Shares
 
 
Three Months Ended March 31, 2015
EPS, FFO and Normalized FFO
 
AFFO and Normalized AFFO
Common stock
 
59,161,338

 
59,161,338

Common equivalents
 
23,887

 
23,887

 
 
 
 
 
Basic common and common equivalents
 
59,185,225

 
59,185,225

Dilutive securities:
 
 
 
 
Restricted stock and units
 
374,028

 
707,830

 
 
 
 
 
Diluted common and common equivalents
 
59,559,253

 
59,893,055

 
 
 
 
 

 
8
    


SABRA HEALTH CARE REIT, INC.
INDEBTEDNESS
March 31, 2015
(dollars in thousands)
 
Principal
 
Weighted Average
Effective Rate (1)
 
% of Total
Fixed Rate Debt
 
 
 
 
 
Secured mortgage debt 
$
123,325

  
3.77
%
 
11.8
%
Unsecured senior notes  (2)
699,298

  
5.47
%
 
66.7
%
 
 
 
 
 
 
Total fixed rate debt
822,623

  
5.22
%
 
78.5
%
 
 
 
 
 
 
Variable Rate Debt
 
 
 
 
 
Revolving credit facility (3)
26,000

  
2.28
%
 
2.5
%
Term loan (4)
200,000

 
2.28
%
 
19.0
%
 
 
 
 
 
 
Total variable rate debt
226,000

  
2.28
%
 
21.5
%
 
 
 
 
 
 
Total Debt
$
1,048,623

  
4.58
%
 
100.0
%
 
 
 
 
 
Secured Debt
 
 
 
 
 
Secured mortgage debt
$
123,325

  
3.77
%
 
11.8
%
 
 
 
 
 
 
Unsecured Debt
 
 
 
 
 
Unsecured senior notes (2)
699,298

  
5.47
%
 
66.7
%
Revolving credit facility (3)
26,000

  
2.28
%
 
2.5
%
Term loan (4)
200,000

 
2.28
%
 
19.0
%
 
 
 
 
 
 
Total unsecured debt
925,298

  
4.69
%
 
88.2
%
 
 
 
 
 
 
Total Debt
$
1,048,623

  
4.58
%
 
100.0
%
(1) Weighted average effective rate includes private mortgage insurance.
(2) Unsecured senior notes includes $0.7 million of notes discount.
(3) Borrowings under the revolving credit facility bear interest on the outstanding principal amount at a rate equal to, at our option, LIBOR plus 2.00% - 2.60% or a Base Rate plus 1.00% - 2.60%. The actual interest rate within the applicable range was determined based on our then-applicable Consolidated Leverage Ratio (as defined in the credit agreement relating to the revolving credit facility).
(4) Term loan subject to a 2% LIBOR cap.
 
Maturities
 
Secured Mortgage Debt
 
Unsecured Senior Notes
 
Revolving Credit Facility and Term Loan (2)
  
Total
 
Principal
 
Rate (1)
 
Principal
 
Rate (1)
 
Principal
 
Rate (1)
  
Principal
 
Rate (1)
April 1 through December 31, 2015
$
2,102

 
3.20
%
 
$

 

  
$

 

  
$
2,102

 
3.20
%
2016
2,987

 
3.35
%
 

 

  

 

  
2,987

 
3.35
%
2017
3,083

 
3.36
%
 

 

  

 

  
3,083

 
3.36
%
2018
3,182

 
3.36
%
 

 

  
226,000

 
2.28
%
  
229,182

 
2.29
%
2019
3,284

 
3.37
%
 

 

  

 

  
3,284

 
3.37
%
2020
3,389

 
3.37
%
 

 

  

 

  
3,389

 
3.37
%
2021
3,498

 
3.38
%
 
500,000

 
5.50
%
  

 

  
503,498

 
5.49
%
2022
3,611

 
3.39
%
 

 

 

 

  
3,611

 
3.39
%
2023
3,728

 
3.40
%
 
200,000

 
5.38
%
  

 

  
203,728

 
5.34
%
2024
3,849

 
3.40
%
 

 

  

 

  
3,849

 
3.40
%
Thereafter
90,612

 
3.51
%
 

 

  

 

  
90,612

 
3.51
%
 
123,325

 
 
 
700,000

 
 
 
226,000

 
 
  
1,049,325

 
 
Discount

 
 
 
(702
)
 
 
 

 
 
 
(702
)
 
 
Total debt
$
123,325

 
 
 
$
699,298

 
 
 
$
226,000

 
 
  
$
1,048,623

 
 
Weighted average maturity in years
28.0

 
 
 
6.5

 
 
 
3.4

 
 
  
8.4

 
 
Weighted average effective interest rate (3)
3.77
%
 
 
 
5.47
%
 
 
 
2.28
%
 
 
  
4.58
%
 
 

(1) Represents actual contractual interest rates excluding private mortgage insurance.
(2) Subject to 1-year extension option.
(3) Weighted average effective rate includes private mortgage insurance.

 
9
    


SABRA HEALTH CARE REIT, INC.
KEY CREDIT STATISTICS (1) 

 
 
 
 
 
 
 
 
March 31, 2015
 
December 31, 2014
 
 
 
 
 
Debt to Adjusted EBITDA (2)
 
5.20x

 
5.09x

Interest Coverage
 
4.27x

 
4.29x

Fixed Charge Coverage Ratio
 
3.32x

 
3.28x

Total Debt/Asset Value
 
44
%
 
43
%
Secured Debt/Asset Value
 
5
%
 
5
%
Unencumbered Assets/Unsecured Debt
 
243
%
 
246
%
 
 
 
 
 
Cost of Debt (3)
 
4.64
%
 
4.66
%
 
 
 
 
 
Corporate Ratings (Moody's / S&P / Fitch)
 
Ba3 / BB- / BB+
 
B1 / B+ / BB+






























(1) Key credit statistics are calculated in accordance with the credit agreement (excluding net debt to adjusted EBITDA) relating to the revolving credit facility and the indentures relating to our unsecured senior notes.

(2) Adjusted EBITDA is calculated as earnings before interest, taxes, depreciation and amortization ("EBITDA") excluding the impact of stock based compensation expense under the Company's long-term equity award program.

(3) Excludes revolving credit facility balance which had an interest rate of 2.28% and 2.27% as of March 31, 2015 and December 31, 2014, respectively.

 
10
    



SABRA HEALTH CARE REIT, INC.
PORTFOLIO SUMMARY
March 31, 2015
(dollars in thousands)
Total Property Portfolio
 
 
 
 
 
 
GAAP Rental Income (1)
 
Number of
Beds/Units
 
 
Number of
Properties
 
 
 
Three Months Ended March 31,
 
Facility Type
 
 
Investment
 
2015
 
2014
 
Skilled Nursing/Transitional Care
 
104

 
$
855,049

 
$
28,883

 
$
27,209

 
11,396

Senior Housing
 
54

 
801,350

 
15,920

 
3,908

 
5,198

Acute Care Hospitals
 
2

 
175,807

 
4,702

 
4,977

 
124

Total 
 
160

 
$
1,832,206

 
$
49,505

 
$
36,093

 
16,718


 
 
Coverage
 
 
 
 
 
 
 
 
 
 
EBITDAR (2)
 
EBITDARM (2)
 
Occupancy Percentage (2)
 
Skilled Mix (2)
 
 
Twelve Months Ended March 31,
Facility Type
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Skilled Nursing/Transitional Care
 
1.19x
 
1.34x
 
1.54x
 
1.72x
 
87.9
%
 
88.1
%
 
39.3
%
 
38.3
%
Senior Housing
 
1.27x
 
1.10x
 
1.48x
 
1.30x
 
90.9
%
 
88.4
%
 
N/A

 
N/A

 
 
Twelve Months Ended March 31,
Fixed Charge Coverage Ratio (3)
 
2015
 
2014
Genesis Healthcare, Inc.
 
1.18x
 
1.25x
Tenet Health Care Corporation
 
2.30x
 
N/A
Holiday AL Holdings LP
 
1.20x
 
N/A

Same Store Property Portfolio (4) 
 
 
 
 
Cash Rent
 
 
 
 
Three Months Ended March 31,
Facility Type
 
Number of
Properties
 
2015
 
2014
Skilled Nursing/Transitional Care
 
85

 
$
22,720

 
$
22,187

Senior Housing
 
21

 
3,363

 
3,274


 
 
Coverage
 
 
 
 
 
 
 
 
 
 
EBITDAR (2)
 
EBITDARM (2)
 
Occupancy Percentage (2)
 
Skilled Mix (2)
 
 
Twelve Months Ended March 31,
Facility Type
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Skilled Nursing/Transitional Care
 
1.20x
 
1.33x
 
1.53x
 
1.71x
 
87.8
%
 
88.1
%
 
37.4
%
 
38.0
%
Senior Housing
 
1.24x
 
1.08x
 
1.45x
 
1.28x
 
88.4
%
 
88.3
%
 
N/A
 
N/A



(1) Rental income includes $5.7 million and $4.2 million of straight-line rental income adjustments for the three months ended March 31, 2015 and 2014, respectively and does not include income from RIDEA-compliant joint ventures.
(2) Occupancy Percentage, Skilled Mix, EBITDARM, EBITDAR and related coverages (collectively, “Facility Statistics”), include only Stabilized Facilities acquired before the three months ended March 31, 2015 and only for periods when the property was operated subject to a lease with the Company. Facility statistics are only included in periods subsequent to our acquisition for facilities with new tenants/ operators. In addition, Facility Statistics exclude the impact of strategic disposition candidates and facilities leased to RIDEA-compliant joint venture tenants. EBITDARM Coverage and EBITDAR Coverage exclude tenants with significant corporate guarantees. All Facility Statistics are presented one quarter in arrears.
(3) Fixed Charge Coverage Ratio is presented one quarter in arrears for tenants with significant corporate guarantees. See Reporting Definitions for definition of Fixed Charge Coverage Ratio.
(4) Same store Facility Statistics consist of Stabilized Facilities held or acquired before January 1, 2014 and exclude disposed facilities.


SABRA HEALTH CARE REIT, INC.
PORTFOLIO SUMMARY (CONTINUED)
March 31, 2015
(dollars in thousands)

Loans Receivable and Other Investments
Loan Type
 
Number of Loans
 
Facility Type
 
Principal Balance as of March 31, 2015
 
Book Value as of March 31, 2015
 
Weighted Average Contractual Interest Rate
 
Weighted Average Annualized Effective Interest Rate
 
Interest Income Three Months Ended March 31, 2015
 
Maturity Date
Mortgage
 
5

 
Skilled Nursing / Senior Housing / Acute Care Hospital
 
$
148,937

 
$
149,295

 
8.3
%
 
8.2
%
 
$
2,998

 
10/13/15 - 1/31/18
Construction
 
3

 
Acute Care Hospital / Senior Housing
 
68,298

 
68,561

 
7.6
%
 
7.5
%
 
1,250

 
9/30/16 - 10/31/18
Mezzanine
 
2

 
Skilled Nursing / Senior Housing
 
19,819

 
19,879

 
11.3
%
 
11.1
%
 
570

 
6/27/15 - 8/31/17
Pre-development
 
4

 
Senior Housing
 
3,309

 
3,397

 
9.0
%
 
8.0
%
 
67

 
8/16/15 - 9/09/17
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14

 
 
 
$
240,363

 
$
241,132

 
8.4
%
 
8.2
%
 
$
4,885

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Other Investment Type
 
Number of Investments
 
Facility Type
 
Total Funding Commitments
 
Amount Funded
 as of
March 31, 2015

 
Book Value
as of
March 31, 2015

 
Rate of Return
 
Other Income
Three Months Ended
March 31, 2015

Preferred Equity
 
6
 
Skilled Nursing / Senior Housing
 
$
16,225

 
$
15,596

 
$
17,214

 
12.5
%
 
$
499




                                          



 
11
    



SABRA HEALTH CARE REIT, INC.
INVESTMENT ACTIVITY
As of March 31, 2015
(dollars in thousands)
 
Initial Investment Date
 
Facility Type
 
Number of Properties
 
Beds/Units
 
2015 Amounts Invested
 
Rate of Return/Initial Cash Yield
Real Estate Investments
 
 
 
 
 
 
 
 
 
 
 
Other
Various
 
Senior Housing
 
N/A

 
N/A

 
$
672

 
9.1
%
Preferred Equity Investments
 
 
 
 
 
 
 
 
 
 
 
Meridian - Park Manor
11/17/14
 
Skilled Nursing
 
1

 
140

 
295

 
15.0
%
Total Preferred Equity Investments
 
 
 
 
 
 
 
 
295

 
15.0
%
Loans Receivable
 
 
 
 
 
 
 
 
 
 
 
First Phoenix - Marshfield II Mortgage (1)
01/20/15
 
Senior Housing
 
1

 
24

 
4,369

 
9.0
%
New Dawn - Richmond
10/31/13
 
Senior Housing
 
1

 
48

 
1,324

 
10.0
%
New Dawn - Williamsburg
10/31/13
 
Senior Housing
 
1

 
48

 
1,222

 
10.0
%
Forest Park Medical Center - Fort Worth
09/30/13
 
Acute Care Hospital
 
1

 
54

 
337

 
7.3
%
Total Loans Receivable
 
 
 
 
 
 
 
 
7,252

 
9.3
%
All Investments
 
 
 
 


 


 
$
8,219

 
9.5
%


(1) Gross investment of $4.7 million; $0.4 million used to repay the Marshfield II pre-development loan.

 
12
    




SABRA HEALTH CARE REIT, INC.
PORTFOLIO CONCENTRATIONS (1) 



Annualized Revenue Concentration

 
 
Annualized Revenue by Asset Class

                                  

Annualized Tenant/Borrower Revenue Concentration (2) 






(1) Annualized Revenue consists of annual straight-line rental revenues under leases and interest and other income generated by the Company's loans receivable and other investments based on amounts invested and applicable terms as of the end of the period presented.
(2) Tenant and borrower revenue presented one quarter in arrears.

 
13
    




SABRA HEALTH CARE REIT, INC.
REAL ESTATE PORTFOLIO GEOGRAPHIC CONCENTRATIONS
March 31, 2015
 
Property Type (1)   
State
 
Skilled Nursing/Transitional Care
 
Senior Housing
  
Acute Care Hospitals
  
Total
 
% of Total
Texas
 
7

 
9

 
2

 
18

 
11.3
%
New Hampshire
 
14

 
2

 

 
16

 
10.0

Kentucky
 
14

 
1

 

 
15

 
9.4

Florida
 
6

 
5

 

 
11

 
6.9

Connecticut
 
9

 
2

 

 
11

 
6.9

Michigan
 

 
10

 

 
10

 
6.3

Ohio
 
8

 

 

 
8

 
5.0

Oklahoma
 
6

 
1

 

 
7

 
4.4

Nebraska
 
4

 
2

 

 
6

 
3.8

California
 
3

 
1

 

 
4

 
2.5

Other (24 states)
 
33

 
21

 

 
54

 
33.5

 
 
 
 
 
 
 
 
 
 
 
Total
 
104

 
54

 
2

 
160

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
% of Total properties
 
65.0
%
 
33.8
%
 
1.2
%
 
100.0
%
 
 
 
 
 
  
 
 
 
 
 
 
 
 
Distribution of Beds/Units (1) 
 
 
Total Number of
Properties
 
Bed/Unit Type
 
 
 
State
 
 
Skilled Nursing/Transitional Care
 
Senior Housing
  
Acute Care Hospitals
 
Total
 
% of Total
Texas
 
18

 
845

 
794

 
124

 
1,763

 
10.5
%
New Hampshire
 
16

 
1,470

 
203

 

 
1,673

 
10.0

Connecticut
 
11

 
1,350

 
140

 

 
1,490

 
8.9

Florida
 
11

 
767

 
618

 

 
1,385

 
8.3

Kentucky
 
15

 
1,080

 
68

 

 
1,148

 
6.9

Ohio
 
8

 
897

 

 

 
897

 
5.4

Nebraska
 
6

 
380

 
291

 

 
671

 
4.0

Oklahoma
 
7

 
496

 
83

 

 
579

 
3.5

Michigan
 
10

 

 
571

 

 
571

 
3.4

Colorado
 
4

 
509

 
48

 

 
557

 
3.3

Other (24 states)
 
54

 
3,602

 
2,382

 

 
5,984

 
35.8

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
160

 
11,396

 
5,198

 
124

 
16,718

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
% of Total beds/units
 
 
 
68.2
%
 
31.1
%
 
0.7
%
 
100.0
%
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 

(1) During the first quarter of 2015, Genesis converted one Senior Housing facility in Kentucky into a Skilled Nursing/Transitional Care facility.







 
14
    



SABRA HEALTH CARE REIT, INC.
REAL ESTATE PORTFOLIO GEOGRAPHIC CONCENTRATIONS
March 31, 2015
(dollars in thousands)

Investment (1) 
State
 
Total Number of Properties
 
Skilled Nursing/Transitional Care
 
Senior Housing
  
Acute Care Hospitals
  
Total
 
% of Total
Texas
 
18

 
$
79,508

 
$
167,084

 
$
175,807

 
$
422,399

 
23.1
%
Connecticut
 
11

 
116,587

 
29,174

 

 
145,761

 
8.0

Florida
 
11

 
39,503

 
92,707

 

 
132,210

 
7.2

Delaware
 
4

 
95,780

 

 

 
95,780

 
5.2

Nebraska
 
6

 
63,088

 
28,296

 

 
91,384

 
5.0

New Hampshire
 
16

 
75,563

 
12,492

 

 
88,055

 
4.8

North Carolina
 
3

 
9,538

 
67,272

 

 
76,810

 
4.2

Michigan
 
10

 

 
74,013

 

 
74,013

 
4.0

Kentucky
 
15

 
61,035

 
5,835

 

 
66,870

 
3.6

Oklahoma
 
7

 
57,309

 
5,641

 

 
62,950

 
3.4

Other (24 states)
 
59

 
257,138

 
318,836

 

 
575,974

 
31.5

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
160

 
$
855,049

 
$
801,350

 
$
175,807

 
$
1,832,206

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
% of Total Properties
 
 
 
46.7
%
 
43.7
%
 
9.6
%
 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

(1) During the first quarter of 2015, Genesis converted one Senior Housing facility in Kentucky into a Skilled Nursing/Transitional Care facility.



























 
15
    


SABRA HEALTH CARE REIT, INC.
PORTFOLIO LEASE EXPIRATIONS (1)  
March 31, 2015
(dollars in thousands)
 

 
2015 - 2019
 
2020
 
2021
 
2022
 
2023
 
2024
 
2025
 
Thereafter
 
Total
Skilled Nursing/Transitional Care
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Properties
1

 
27

 
30

 
13

 

 
9

 
4

 
20

 
104

Beds/Units
120

 
3,025

 
3,508

 
929

 

 
1,036

 
575

 
2,203

 
11,396

Annualized Revenues
$
850

 
$
27,061

 
$
30,814

 
$
10,399

 
$

 
$
13,533

 
$
5,141

 
$
28,560

 
$
116,358

Senior Housing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Properties

 
2

 
3

 
12

 

 
9

 
1

 
26

 
53

Beds/Units

 
251

 
197

 
687

 

 
662

 
114

 
3,227

 
5,138

Annualized Revenues

 
1,974

 
1,501

 
8,881

 

 
7,075

 
837

 
43,381

 
63,649

Acute Care Hospitals
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Properties

 

 

 

 

 

 

 
2

 
2

Beds/Units

 

 

 

 

 

 

 
124

 
124

Annualized Revenues

 

 

 

 

 

 

 
18,809

 
18,809

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 

Total Properties
1

 
29

 
33

 
25

 

 
18

 
5

 
48

 
159

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Beds/Units
120

 
3,276

 
3,705

 
1,616

 

 
1,698

 
689

 
5,554

 
16,658

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 

Total Annualized Revenues
$
850

 
$
29,035

 
$
32,315

 
$
19,280

 
$

 
$
20,608

 
$
5,978

 
$
90,750

 
$
198,816

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 

% of Revenue
0.4
%
 
14.6
%
 
16.3
%
 
9.7
%
 

 
10.4
%
 
3.0
%
 
45.6
%
 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 






















(1) Excludes one senior housing facility that is part of a consolidated RIDEA-compliant joint venture.

 
16
    

SABRA HEALTH CARE REIT, INC.
REPORTING DEFINITIONS

Acute Care Hospital. A facility designed to provide extended medical and rehabilitation care for patients who are clinically complex and have multiple acute or chronic conditions.
Annualized Revenues. The annual straight-line rental revenues under leases and interest and other income generated by the Company's loans receivable and other investments based on amounts invested and applicable terms as of the end of the period presented. Annualized Revenues do not include tenant recoveries or additional rents.  The Company uses Annualized Revenues for the purpose of determining revenue concentrations and lease expirations.
EBITDAR. Earnings before interest, taxes, depreciation, amortization and rent (“EBITDAR”) for a particular facility accruing to the operator/tenant of the property (not the Company) for the period presented. The Company uses EBITDAR in determining EBITDAR Coverage. EBITDAR has limitations as an analytical tool. EBITDAR does not reflect historical cash expenditures or future cash requirements for facility capital expenditures or contractual commitments. In addition, EBITDAR does not represent a property's net income or cash flow from operations and should not be considered an alternative to those indicators. The Company receives EBITDAR and other information from its operators/tenants and relevant guarantors and utilizes EBITDAR as a supplemental measure of their ability to generate sufficient liquidity to meet related obligations to the Company. All facility and tenant financial performance data is derived solely from information provided by operators/tenants and relevant guarantors without independent verification by the Company and is presented one quarter in arrears. The Company excludes the impact of strategic disposition candidates and facilities leased to RIDEA-compliant joint venture tenants. The Company only includes EBITDAR for Stabilized Facilities acquired before the beginning of the current quarter and only for periods when the property was operated subject to a lease with the Company. EBITDAR for facilities with new tenants/operators are only included in periods subsequent to the Company's acquisition of the facilities.
EBITDAR Coverage. EBITDAR for the trailing 12 month periods prior to and including the period presented divided by the same period cash rent. Cash rent used for recently acquired facilities and facilities subject to lease restructuring is the first year rental rate. EBITDAR Coverage is a supplemental measure of an operator/tenant's ability to meet their cash rent and other obligations to the Company. However, its usefulness is limited by, among other things, the same factors that limit the usefulness of EBITDAR. All facility and tenant data are derived solely from information provided by operators/tenants and relevant guarantors without independent verification by the Company. All such data is presented one quarter in arrears. The Company excludes the impact of strategic disposition candidates and facilities leased to RIDEA-compliant joint venture tenants. The Company only includes EBITDAR Coverage for Stabilized Facilities acquired before the beginning of the current quarter and only for periods when the property was operated subject to a lease with the Company. EBITDAR Coverage for facilities with new tenants/operators are only included in periods subsequent to the Company's acquisition of the facilities. EBITDAR Coverage is not presented for tenants with significant corporate guarantees.
EBITDARM. Earnings before interest, taxes, depreciation, amortization, rent and management fees (“EBITDARM”) for a particular facility accruing to the operator/tenant of the property (not the Company), for the period presented. The Company uses EBITDARM in determining EBITDARM Coverage. The usefulness of EBITDARM is limited by the same factors that limit the usefulness of EBITDAR. Together with EBITDAR, the Company utilizes EBITDARM to evaluate the core operations of the properties by eliminating management fees, which vary based on operator/tenant and its operating structure. All facility financial performance data is derived solely from information provided by operators/tenants and relevant guarantors without independent verification by the Company. All such data is presented one quarter in arrears. The Company excludes the impact of strategic disposition candidates and facilities leased to RIDEA-compliant joint venture tenants. The Company only includes EBITDARM for Stabilized Facilities acquired before the beginning of the current quarter and only for periods when the property was operated subject to a lease with the Company. EBITDARM for facilities with new tenants/operators are only included in periods subsequent to the Company's acquisition of the facilities.
EBITDARM Coverage. EBITDARM for the trailing 12 month periods prior to and including the period presented divided by the same period cash rent. Cash rent used for recently acquired facilities and facilities subject to lease restructurings is the first year rental rate. EBITDARM coverage is a supplemental measure of a property's ability to generate cash flows for the operator/tenant (not the Company) to meet the operator's/tenant's related cash rent and other obligations to the Company. However, its usefulness is limited by, among other things, the same factors that limit the usefulness of EBITDARM. All facility and tenant data are derived solely from information provided by operators/tenants and relevant guarantors without independent verification by the Company. All such data is presented one quarter in arrears. The Company excludes the impact of strategic disposition candidates and facilities leased to RIDEA-compliant joint venture tenants. The Company only includes EBITDARM Coverage for Stabilized Facilities acquired before the beginning of the current quarter and only for periods when the property was operated subject to a lease with the Company. EBITDARM Coverage for facilities with new tenants/operators are only included in periods subsequent to the Company's acquisition of the facilities. EBITDARM Coverage is not presented for tenants with significant corporate guarantees.
Enterprise Value. The Company believes Enterprise Value is an important measurement as it is a measure of a company’s value. We calculate Enterprise Value as market equity capitalization plus debt. Market equity capitalization is calculated as the number of shares of common stock multiplied by the closing price of our common stock on the last day of the period presented. Total Enterprise Value includes our market equity capitalization and consolidated debt, less cash and cash equivalents.
Fixed Charge Coverage Ratio. EBITDAR (including adjustments for one-time and pro forma items) for the period indicated (one quarter in arrears) for all operations of any entities that guarantee the tenants' lease obligations to the Company divided by the same period cash rent expense, interest expense and mandatory principal payments for operations of any entity that guarantees the tenants' lease obligation to the

 
17
    

SABRA HEALTH CARE REIT, INC.
REPORTING DEFINITIONS

Company. Fixed Charge Coverage is a supplemental measure of a guarantor's ability to meet the operator/tenant's cash rent and other obligations to the Company should the operator/tenant be unable to do so itself. However, its usefulness is limited by, among other things, the same factors that limit the usefulness of EBITDAR. Fixed Charge Coverage is calculated by the Company as described above based on information provided by guarantors without independent verification by the Company and may differ from similar metrics calculated by the guarantors.
Funds From Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”). The Company believes that net income attributable to common stockholders as defined by GAAP is the most appropriate earnings measure. The Company also believes that Funds From Operations, or FFO, as defined in accordance with the definition used by the National Association of Real Estate Investment Trusts (“NAREIT”), and Adjusted Funds from Operations, or AFFO (and related per share amounts) are important non-GAAP supplemental measures of the Company's operating performance. Because the historical cost accounting convention used for real estate assets requires straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. However, since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a real estate investment trust that uses historical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a supplemental measure of operating performance for real estate investment trusts that excludes historical cost depreciation and amortization, among other items, from net income attributable to common stockholders, as defined by GAAP. FFO is defined as net income attributable to common stockholders, computed in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization and impairment charges. AFFO is defined as FFO excluding straight-line rental income adjustments, stock-based compensation expense, amortization of deferred financing costs, acquisition pursuit costs, as well as other non-cash revenue and expense items (including provisions and write-offs related to straight-line rental income, changes in fair value of contingent consideration, amortization of debt premiums/discounts and non-cash interest income adjustments). The Company believes that the use of FFO and AFFO (and the related per share amounts), combined with the required GAAP presentations, improves the understanding of the Company's operating results among investors and makes comparisons of operating results among real estate investment trusts more meaningful. The Company considers FFO and AFFO to be useful measures for reviewing comparative operating and financial performance because, by excluding the applicable items listed above, FFO and AFFO can help investors compare the operating performance of the Company between periods or as compared to other companies. While FFO and AFFO are relevant and widely used measures of operating performance of real estate investment trusts, they do not represent cash flows from operations or net income attributable to common stockholders as defined by GAAP and should not be considered an alternative to those measures in evaluating the Company’s liquidity or operating performance. FFO and AFFO also do not consider the costs associated with capital expenditures related to the Company’s real estate assets nor do they purport to be indicative of cash available to fund the Company’s future cash requirements. Further, the Company’s computation of FFO and AFFO may not be comparable to FFO and AFFO reported by other real estate investment trusts that do not define FFO in accordance with the current NAREIT definition or that interpret the current NAREIT definition or define AFFO differently than the Company.
Investment. Represents the carrying amount of real estate assets after adding back accumulated depreciation and amortization.
Market Capitalization. Total common shares of Sabra outstanding multiplied by the closing price per common share as of a given period.
Normalized FFO and AFFO. Normalized FFO and AFFO represent FFO and AFFO, respectively, adjusted for certain income and expense items that the Company does not believe are indicative of its ongoing operating results. The Company considers normalized FFO and AFFO to be a useful measure to evaluate the Company’s operating results excluding start-up costs and non-recurring income and expenses. Normalized FFO and AFFO can help investors compare the operating performance of the Company between periods or as compared to other companies. Normalized FFO and AFFO do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating the Company’s liquidity or operating performance. Normalized FFO and AFFO also do not consider the costs associated with capital expenditures related to the Company’s real estate assets nor does it purport to be indicative of cash available to fund the Company’s future cash requirements. Further, the Company’s computation of normalized FFO and AFFO may not be comparable to normalized FFO and AFFO reported by other REITs that do not define FFO in accordance with the current NAREIT definition or that interpret the current NAREIT definition or define FFO and AFFO or normalized FFO and normalized AFFO differently from the Company.
Occupancy Percentage. Occupancy Percentage represents the facilities’ average operating occupancy for the period indicated. The percentages are calculated by dividing the actual census from the period presented by the available beds/units for the same period. Occupancy for independent living facilities can be greater than 100% for a given period as multiple residents could occupy a single unit. All facility financial performance data were derived solely from information provided by operators/tenants without independent verification by the Company. All facility financial performance data are presented one quarter in arrears. The Company excludes the impact of strategic disposition candidates and facilities leased to RIDEA-compliant joint venture tenants. The Company includes Occupancy Percentage for Stabilized Facilities acquired beginning in the quarter subsequent to the acquisition date and only for periods when the property was operated subject to a lease with the Company. Occupancy Percentage for facilities with new tenants/operators are only included in periods subsequent to the Company's acquisition of the facilities.
Senior Housing. Senior housing facilities include independent living, assisted living, continuing care retirement community and memory care facilities.

 
18
    

SABRA HEALTH CARE REIT, INC.
REPORTING DEFINITIONS

Skilled Mix. Skilled Mix is defined as the total Medicare and non-Medicaid managed care patient revenue at Skilled Nursing/Transitional Care facilities divided by the total revenues at Skilled Nursing/Transitional Care facilities for any given period. All facility financial performance data were derived solely from information provided by the Company's tenants without independent verification by the Company. All facility financial performance data are presented one quarter in arrears. The Company excludes the impact of strategic disposition candidates and facilities leased to RIDEA-compliant joint venture tenants. The Company includes Skilled Mix for Stabilized Facilities acquired beginning in the quarter subsequent to the acquisition date and only for periods when the property was operated subject to a lease with the Company. Skilled Mix for facilities with new tenants/operators are only included in periods subsequent to the Company's acquisition of the facilities.
Skilled Nursing/Transitional Care. Skilled nursing/transitional care facilities include skilled nursing, transitional care, multi-license designation and mental health facilities.
Stabilized Facility. Skilled Nursing/Transitional Care facilities and Senior Housing facilities are considered stabilized at the earlier of (i) achieving consistent occupancy at or above 80% and (ii) 24 months after the acquisition date. The Company also considers these facilities and Acute Care Hospitals to not be stabilized based on other circumstances (including newly completed developments, facilities undergoing major renovations or additions, facilities being repositioned or transitioned to new operators, and significant transitions within the tenants business model). Such facilities will be considered stabilized upon maintaining consistent occupancy at or above 80% (for Skilled Nursing/Transitional Care and Senior Housing Facilities only) but in no event beyond 24 months after the date any such circumstances occurred for any asset type. Stabilized Facilities exclude facilities leased to RIDEA-compliant joint venture tenants.
Total Debt. The carrying amount of the Company’s revolving credit facility, term loan, senior unsecured notes, and mortgage indebtedness, as reported in the Company’s consolidated financial statements.


 
19
    


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