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Form 8-K Sabra Health Care REIT, For: Nov 09

November 9, 2015 4:20 PM EST
 
 
 
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): November 9, 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 November 9, 2015, Sabra Health Care REIT, Inc. (“Sabra”) issued a press release reporting its results of operations for the three month period ended September 30, 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 November 9, 2015.
 
 
 
99.2
 
Sabra Health Care REIT, Inc. Supplemental Information Package, dated September 30, 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: November 9, 2015







EXHIBIT INDEX
 
Exhibit
Number
  
Description
99.1
  
Press Release of Sabra Health Care REIT, Inc., dated November 9, 2015.
 
 
99.2
  
Sabra Health Care REIT, Inc. Supplemental Information Package, dated September 30, 2015.








Exhibit 99.1
FOR IMMEDIATE RELEASE

SABRA REPORTS THIRD QUARTER 2015 RESULTS; REPORTS NORMALIZED FFO PER SHARE OF $0.58, REPRESENTING A 14% INCREASE OVER THIRD QUARTER 2014

IRVINE, CA, November 9, 2015 — Sabra Health Care REIT, Inc. (“Sabra,” the “Company” or “we”) (NASDAQ: SBRA) today announced results of operations for the third quarter of 2015.

RECENT HIGHLIGHTS

For the third quarter of 2015, Normalized FFO, Normalized AFFO and net income attributable to common stockholders per diluted common share were $0.58, $0.53 and $0.24, respectively, compared to $0.51, $0.51 and $0.31, respectively, for the third quarter of 2014.
During the third quarter of 2015, revenues increased 36% over the same period in 2014, from $44.0 million to $59.9 million.
During the third quarter of 2015, we made investments of $93.8 million. These investments consisted of: (i) $84.7 million of real estate acquisitions; (ii) $0.6 million of real estate additions; (iii) $4.2 million of preferred equity investments; and (iv) $4.4 million of investments in loans receivable. During the nine months ended September 30, 2015, we have made investments totaling $443.1 million.
Subsequent to September 30, 2015, we invested an aggregate of $28.0 million in a senior housing facility and a preferred equity investment.
On November 9, 2015, we served the borrowers under the Forest Park - Dallas mortgage loan and the Forest Park - Fort Worth construction loan with notices of foreclosure, with the foreclosure sales scheduled for December 1, 2015, barring any action by the borrowers to judicially stop the sale. Based on third party appraisals of the real estate, the estimated fair value of the collateral for each loan is sufficient to recover the outstanding loan balance and unpaid interest.
On November 9, 2015, our board of directors declared a quarterly cash dividend of $0.41 per share of common stock. The dividend will be paid on November 30, 2015 to common stockholders of record as of the close of business on November 19, 2015.
On November 9, 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 November 30, 2015 to preferred stockholders of record as of the close of business on November 19, 2015.
Commenting on the third quarter results and recent investments, Rick Matros, CEO and Chairman, said, “Sabra had a strong quarter. Rent coverages in both skilled nursing/transitional care and senior housing improved as did skilled mix and senior housing occupancy. We were pleased to close another investment in Canadian senior housing with the group we closed our first deal with subsequent to quarter's end. Bankruptcy court proceedings for the Forest Park - Frisco hospital have gone well and the hospital is now being actively marketed as we look forward to a resolution. We have updated our 2015 guidance to reflect a range of outcomes with the Forest Park investments."


1
    



TENANT COVERAGE
 
 
EBITDAR (1)
 
EBITDARM (1)
 
 
Twelve Months Ended September 30,
Facility Type
 
2015
 
2014
 
2015
 
2014
Skilled Nursing/Transitional Care
 
1.27x
 
1.25x
 
1.61x
 
1.61x
Senior Housing
 
1.29x
 
1.21x
 
1.49x
 
1.42x
 
 
Twelve Months Ended September 30,
Fixed Charge Coverage Ratio (2)
 
2015
 
2014
Genesis Healthcare, Inc.(3)
 
1.27x
 
1.23x
Tenet Health Care Corporation
 
2.44x
 
2.17x
Holiday AL Holdings LP
 
1.17x
 
1.25x
(1) EBITDAR, EBITDARM and related coverages (collectively, “Facility Statistics”) include only Stabilized Facilities acquired before the three months ended September 30, 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 and stabilization. In addition, Facility Statistics exclude the impact of strategic disposition candidates and facilities leased to our 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.
(3) Fixed Charge Coverage Ratio for Genesis Healthcare, Inc. ("Genesis") for the twelve months ended June 30, 2015 includes the pro forma impact of the Skilled Healthcare acquisition, which was completed on February 2, 2015.

LIQUIDITY

As of September 30, 2015, we had approximately $277.4 million of liquidity, consisting of unrestricted cash and cash equivalents of $31.4 million (excluding cash and cash equivalents associated with a RIDEA-compliant joint venture) and available borrowings of $246.0 million under our revolving credit facility. As of September 30, 2015, we also had $76.5 million available under our at-the-market (ATM) common stock offering program (the "2014 ATM Program"). In November 2015, we suspended the 2014 ATM Program. We may resume the 2014 ATM Program at any time during the term of the program in our discretion.

2015 OUTLOOK UPDATE

The table below sets forth Sabra's updated 2015 full year earnings guidance:
 
 
Low
 
High
Net income attributable to common stockholders
 
$
0.93

 
$
1.04

Add:
 
 
 
 
Depreciation and amortization
 
1.02

 
1.02

Net loss on sales of real estate
 
0.04

 
0.04

 
 
 
 
 
Funds from Operations attributable to common stockholders (FFO)
 
$
1.99

 
$
2.10

 
 
 
 
 
Normalizing items (1)
 
0.14

 
0.13

Normalized FFO attributable to common stockholders
 
$
2.13

 
$
2.23

 
 
 
 
 
FFO attributable to common stockholders
 
$
1.99

 
$
2.10

Acquisition pursuit costs
 
0.12

 
0.12

Stock-based compensation expense
 
0.10

 
0.10

Straight-line rental income adjustments
 
(0.38
)
 
(0.39
)
Amortization of deferred financing costs
 
0.08

 
0.08

Other non-cash adjustments
 
0.09

 
0.10

 
 
 
 
 
Adjusted Funds from Operations attributable to common stockholders (AFFO)
 
$
2.00

 
$
2.11

 
 
 
 
 
Normalizing items (1)
 
0.01

 
0.01

Normalized AFFO attributable to common stockholders
 
$
2.01

 
$
2.12


(1)
Normalizing items include certain income and expense items that the Company does not believe are indicative of its ongoing operating results. The Company considers normalized FFO and normalized AFFO to be useful measures to evaluate the Company’s operating results excluding these income and expense items to help investors compare the operating performance of the Company between periods or as compared to other companies. Normalizing items for FFO above include non-RIDEA joint venture facility

 
2




operating expenses of $0.01, non-recurring or unusual acquisition pursuit costs of $0.07 and specific reserves and write-offs in excess of any straight-line rental income recognized during the period presented of between $0.05 and $0.06. Normalizing items for AFFO include non-RIDEA joint venture facility operating expenses.

Except as otherwise noted above, the foregoing projections reflect management's view of current and future market conditions. There can be no assurance that the Company's actual results will not differ materially from the estimates set forth above. Except as otherwise required by law, the Company assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments.
CONFERENCE CALL AND COMPANY INFORMATION
A conference call to discuss the 2015 third quarter results will be held on Tuesday, November 10 at 10:00 am Pacific Time. The dial in number for the conference call is (888) 438-5491 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 9408960. The Company’s supplemental information package for the third quarter will also be available on the Company’s website in the “Investor Relations” section.
ABOUT SABRA
As of September 30, 2015, Sabra’s investment portfolio included 178 real estate properties held for investment and leased to operators/tenants under triple-net lease agreements (consisting of (i) 103 Skilled Nursing/Transitional Care facilities, (ii) 73 Senior Housing facilities, and (iii) two Acute Care Hospitals), 15 investments in loans receivable (consisting of (i) seven mortgage loans, (ii) three construction loans, (iii) two mezzanine loans, and (iv) three pre-development loans) and 10 preferred equity investments. Included in the 178 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 September 30, 2015, Sabra’s real estate properties included 18,005 beds/units, spread across the United States and Canada.
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 recent investments, our outlook for the 2015 fiscal year and our expectations regarding the Forest Park - Frisco hospital, the Forest Park - Dallas mortgage loan and the Forest Park - Fort Worth construction loan.
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 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; changes in foreign current exchange 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 release or to reflect the occurrence of unanticipated events, unless required by law to do so.


 
3




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 release 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 attributable to common stockholders (“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 FFO, Normalized FFO, AFFO and Normalized AFFO” in this release.

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



 
4




 SABRA HEALTH CARE REIT, INC.
FINANCIAL HIGHLIGHTS
(dollars in thousands, except per share data)  
 
Three Months Ended September 30,
Nine Months Ended September 30,
 
 
2015
 
2014
2015
 
2014
Revenues
 
$
59,934

 
$
43,984

$
172,092

 
$
127,807

Net income attributable to common stockholders
 
15,500

 
14,643

46,664

 
17,020

FFO attributable to common stockholders
 
35,644

 
24,405

93,732

 
45,887

Normalized FFO attributable to common stockholders
 
38,014

 
24,563

101,849

 
70,973

AFFO attributable to common stockholders
 
34,508

 
24,622

95,722

 
48,473

Normalized AFFO attributable to common stockholders
 
34,508

 
24,622

96,177

 
69,351

Per common share data attributable to common stockholders:
 
 
 
 
 
 
 
Diluted EPS
 
$
0.24

 
$
0.31

$
0.76

 
$
0.39

Diluted FFO
 
0.55

 
0.51

1.52

 
1.05

Diluted Normalized FFO
 
0.58

 
0.51

1.66

 
1.63

Diluted AFFO
 
0.53

 
0.51

1.55

 
1.10

Diluted Normalized AFFO
 
0.53

 
0.51

1.56

 
1.57

Net cash flow from operations
 
$
27,808

 
$
42,318

$
79,115

 
$
71,239

 
 
 
 
 
 
 
 
Investment Portfolio
 
September 30, 2015
 
December 31, 2014
 
 
 
Total Investments in Real Estate Properties (1) (#)
 
178

 
160

 
 
 
Total Investments in Real Estate Properties, gross ($)
 
$
2,202,194

 
$
1,831,534

 
 
 
Total Beds/Units
 
18,005

 
16,718

 
 
 
Weighted Average Remaining Lease Term (in months)
 
119

 
129

 
 
 
Total Investments in Loans Receivable (#)
 
15

 
14

 
 
 
Total Investments in Loans Receivable, gross ($) (2)
 
$
260,448

 
$
235,584

 
 
 
Total Preferred Equity Investments (#)
 
10

 
6

 
 
 
Total Preferred Equity Investments, gross ($)
 
$
27,622

 
$
16,407

 
 
 
Debt
 
September 30, 2015
 
December 31, 2014
 
 
 
Book Value
 
 
 
 
 
 
 
Fixed Rate Debt
 
$
867,957

 
$
823,294

 
 
 
Variable Rate Debt (3)
 
471,113

 
268,000

 
 
 
Total Debt
 
1,339,070

 
1,091,294

 
 
 
 
 
 
 
 
 
 
 
Cash
 
(31,473
)
 
(61,793
)
 
 
 
Net Debt
 
$
1,307,597

 
$
1,029,501

 
 
 
 
 
 
 
 
 
 
 
Weighted Average Effective Rate
 
 
 
 
 
 
 
Fixed Rate Debt
 
5.16
%
 
5.24
%
 
 
 
Variable Rate Debt (3)
 
2.66
%
 
2.27
%
 
 
 
Total Debt
 
4.28
%
 
4.51
%
 
 
 
 
 
 
 
 
 
 
 
% of Total
 
 
 
 
 
 
 
Fixed Rate Debt
 
64.8
%
 
75.5
%
 
 
 
Variable Rate Debt (3)
 
35.2
%
 
24.5
%
 
 
 
Total Debt
 
100.0
%
 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
Availability Under Revolving Credit Facility
 
$
246,000

 
$
382,000

 
 
 
Available Liquidity (4)
 
$
277,416

 
$
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 September 30, 2015 consists of principal of $259.2 million plus capitalized origination fees of $1.2 million.
(3) Includes $200.0 million subject to a 2% LIBOR cap and $67.1 million (CAD $90.0 million) subject to a swap agreement that fixes the CDOR rate at 1.59%. Excluding this amount from variable rate debt equates to 15.2% 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.



 
5




SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)  
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Revenues:
 
 
 
 
 
 
 
Rental income
$
53,173

 
$
38,165

 
$
152,574

 
$
111,743

Interest and other income
6,761

 
5,819

 
19,518

 
16,064

 
 
 
 
 
 
 
 
Total revenues
59,934

 
43,984

 
172,092

 
127,807

 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
Depreciation and amortization
16,306

 
9,762

 
44,953

 
28,867

Interest
15,176

 
10,540

 
43,108

 
32,668

General and administrative
3,991

 
6,226

 
20,712

 
17,011

Provision for doubtful accounts and write-offs
2,489

 

 
6,605

 
2,994

 
 
 
 
 
 
 
 
Total expenses
37,962

 
26,528

 
115,378

 
81,540

 
 
 
 
 
 
 
 
Other (expense) income:
 
 
 
 
 
 
 
Loss on extinguishment of debt

 
(158
)
 

 
(22,454
)
Other (expense) income
(100
)
 
(100
)
 
(300
)
 
860

Net loss on sales of real estate
(3,838
)
 

 
(2,115
)
 

 
 
 
 
 
 
 
 
Total other (expense) income
(3,938
)
 
(258
)
 
(2,415
)
 
(21,594
)
 
 
 
 
 
 
 
 
Net income
18,034

 
17,198

 
54,299

 
24,673

 
 
 
 
 
 
 
 
Net loss attributable to noncontrolling interests
27

 
6

 
47

 
29

 
 
 
 
 
 
 
 
Net income attributable to Sabra Health Care REIT, Inc.
18,061

 
17,204

 
54,346

 
24,702

 
 
 
 
 
 
 
 
Preferred stock dividends
(2,561
)
 
(2,561
)
 
(7,682
)
 
(7,682
)
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
$
15,500

 
$
14,643

 
$
46,664

 
$
17,020

 
 
 
 
 
 
 
 
 
 

 
 

 
 

 
 
Net income attributable to common stockholders, per:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic common share
$
0.24

 
$
0.31

 
$
0.76

 
$
0.39

 
 
 
 
 
 
 
 
Diluted common share
$
0.24

 
$
0.31

 
$
0.76

 
$
0.39

 
 
 
 
 
 
 
 
Weighted-average number of common shares outstanding, basic
65,160,290

 
47,359,949

 
61,244,991

 
43,358,620

 
 
 
 
 
 
 
 
Weighted-average number of common shares outstanding, diluted
65,398,175

 
47,877,202

 
61,468,603

 
43,840,550

 
 
 
 
 
 
 
 




 
6




SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)  
 
 
September 30, 2015
 
December 31, 2014
 
(unaudited)
 
 
Assets
 
 
 
Real estate investments, net of accumulated depreciation of $226,662 and $185,994 as of September 30, 2015 and December 31, 2014, respectively
$
1,974,673

 
$
1,645,805

Loans receivable and other investments, net
287,448

 
251,583

Cash and cash equivalents
31,473

 
61,793

Restricted cash
8,239

 
7,024

Prepaid expenses, deferred financing costs and other assets, net
123,620

 
98,687

Total assets
$
2,425,453

 
$
2,064,892

 
 
 
 
Liabilities
 
 
 
Mortgage notes
$
168,608

 
$
124,022

Revolving credit facility
204,000

 
68,000

Term loans
267,113

 
200,000

Senior unsecured notes
699,349

 
699,272

Accounts payable and accrued liabilities
27,139

 
31,775

Total liabilities
1,366,209

 
1,123,069

 
 
 
 
 

 

 
 
 
 
Equity
 
 
 
Preferred stock, $.01 par value; 10,000,000 shares authorized, 5,750,000 shares issued and outstanding as of September 30, 2015 and December 31, 2014
58

 
58

Common stock, $.01 par value; 125,000,000 shares authorized, 65,134,056 and 59,047,001 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively
651

 
590

Additional paid-in capital
1,201,859

 
1,053,601

Cumulative distributions in excess of net income
(137,597
)
 
(110,841
)
Accumulated other comprehensive loss
(5,637
)
 
(1,542
)
Total Sabra Health Care REIT, Inc. stockholders’ equity
1,059,334

 
941,866

Noncontrolling interests
(90
)
 
(43
)
Total equity
1,059,244

 
941,823

Total liabilities and equity
$
2,425,453

 
$
2,064,892











 



 
7




SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
Nine Months Ended September 30,

2015

2014
Cash flows from operating activities:



Net income
$
54,299


$
24,673

Adjustments to reconcile net income to net cash provided by operating activities:



Depreciation and amortization
44,953


28,867

Non-cash interest income adjustments
343


217

Amortization of deferred financing costs
3,829


2,812

Stock-based compensation expense
5,389


6,337

Amortization of debt discount (premium)
77


(33
)
Loss on extinguishment of debt


1,576

Straight-line rental income adjustments
(18,272
)

(13,074
)
Provision for doubtful accounts and write-offs
6,605


2,994

Change in fair value of contingent consideration
300


(860
)
Net loss on sales of real estate
2,115



Changes in operating assets and liabilities:





Prepaid expenses and other assets
(15,035
)

(2,529
)
Accounts payable and accrued liabilities
(2,410
)

22,607

Restricted cash
(3,078
)

(2,348
)

 


Net cash provided by operating activities
79,115


71,239

Cash flows from investing activities:



Acquisitions of real estate
(386,572
)

(721,879
)
Origination and fundings of loans receivable
(26,207
)

(59,256
)
Preferred equity investments
(9,281
)

(11,300
)
Additions to real estate
(1,596
)

(1,151
)
DIP loan fundings
(3,302
)
 

Repayment of loans receivable
3,285


287

Release of contingent consideration held in escrow
5,240



Net proceeds from the sale of real estate
15,752




 


Net cash used in investing activities
(402,681
)

(793,299
)
Cash flows from financing activities:



Proceeds from issuance of senior unsecured notes


350,000

Principal payments on senior unsecured notes


(211,250
)
Net proceeds from revolving credit facility
136,000


478,500

Proceeds from term loan
73,242



Proceeds from mortgage notes
28,735


57,703

Principal payments on mortgage notes
(2,184
)

(88,419
)
Payments of deferred financing costs
(1,314
)

(15,474
)
Issuance of common stock
139,617


229,825

Dividends paid on common and preferred stock
(80,619
)

(57,654
)

 


Net cash provided by financing activities
293,477


743,231


 


Net (decrease) increase in cash and cash equivalents
(30,089
)

21,171

Effect of foreign currency translation on cash and cash equivalents
(231
)


Cash and cash equivalents, beginning of period
61,793


4,308


 


Cash and cash equivalents, end of period
$
31,473


$
25,479

Supplemental disclosure of cash flow information:



Interest paid
$
43,405


$
26,705

Supplemental disclosure of non-cash investing and financing activities:



Assumption of mortgage indebtedness
$
19,677


$
14,102

Repayment of preferred equity investments
$

 
$
6,949


 
8




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 September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
$
15,500

 
$
14,643

 
$
46,664

 
$
17,020

Depreciation and amortization of real estate assets
16,306

 
9,762

 
44,953

 
28,867

Net loss on sales of real estate
3,838

 

 
2,115

 

FFO attributable to common stockholders
$
35,644

 
$
24,405

 
$
93,732

 
$
45,887

 
 
 
 
 
 
 
 
Non-RIDEA facility operating expenses

 

 
455

 

Non-recurring or unusual acquisition pursuit costs

 

 
4,293

 

Loss on extinguishment of debt

 
158

 

 
22,454

Provision and write-offs of straight-line rental income (1)
2,370

 

 
3,369

 
2,632

Normalized FFO attributable to common stockholders
$
38,014

 
$
24,563

 
$
101,849

 
$
70,973

 
 
 
 
 
 
 
 
FFO attributable to common stockholders
$
35,644

 
$
24,405

 
$
93,732

 
$
45,887

Acquisition pursuit costs
540

 
2,038

 
5,981

 
2,617

Stock-based compensation expense
717

 
1,545

 
5,389

 
6,337

Straight-line rental income adjustments
(6,438
)
 
(4,641
)
 
(18,272
)
 
(13,074
)
Amortization of deferred financing costs
1,300

 
940

 
3,829

 
2,812

Non-cash portion of loss on extinguishment of debt

 
158

 

 
1,576

Other non-cash adjustments
2,745

 
177

 
5,063

 
2,318

AFFO attributable to common stockholders
$
34,508

 
$
24,622

 
$
95,722

 
$
48,473

 
 
 
 
 
 
 
 
Non-RIDEA facility operating expenses

 

 
455

 

Cash portion of loss on extinguishment of debt

 

 

 
20,878

Normalized AFFO attributable to common stockholders
$
34,508

 
$
24,622

 
$
96,177

 
$
69,351

Amounts per diluted common share attributable to common stockholders:
 
 
 
 
 
 
 
Net income
$
0.24

 
$
0.31

 
$
0.76

 
$
0.39

 
 
 
 
 
 
 
 
FFO
$
0.55

 
$
0.51

 
$
1.52

 
$
1.05

 
 
 
 
 
 
 
 
Normalized FFO
$
0.58

 
$
0.51

 
$
1.66

 
$
1.63

 
 
 
 
 
 
 
 
AFFO
$
0.53

 
$
0.51

 
$
1.55

 
$
1.10

 
 
 
 
 
 
 
 
Normalized AFFO
$
0.53

 
$
0.51

 
$
1.56

 
$
1.57

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding, diluted:
 
 
 
 
 
 
 
Net income, FFO and Normalized FFO
65,398,175

 
47,877,202

 
61,468,603

 
43,840,550

AFFO and Normalized AFFO
65,528,033

 
48,038,179

 
61,641,797

 
44,072,015







(1) Related to the specific reserves and write-offs in excess of any straight-line rental income recognized during the period presented.



 
9


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 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 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 Attributable to Common Stockholders (“FFO”) and Adjusted Funds from Operations Attributable to Common Stockholders (“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

 
10


REPORTING DEFINITIONS

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 does.
Investment. Represents the carrying amount of real estate assets after adding back accumulated depreciation and amortization.

Normalized FFO and Normalized AFFO. Normalized FFO and Normalized 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 Normalized AFFO to be useful measures to evaluate the Company’s operating results excluding these income and expense items to help investors compare the operating performance of the Company between periods or as compared to other companies. Normalized FFO and Normalized 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 Normalized 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 Normalized FFO and Normalized AFFO may not be comparable to Normalized FFO and Normalized 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 than the Company does.
Senior Housing. Senior housing facilities include independent living, assisted living, continuing care retirement community and memory care facilities.
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. At the time of acquisition, the Company classifies each facility as either stabilized or pre-stabilized. Circumstances that would result in an acquired facility being classified as pre-stabilized include 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 reclassified to stabilized upon maintaining consistent occupancy (85% for Skilled Nursing/Transitional Care and 90% for Senior Housing Facilities) but in no event beyond 24 months after the date of classification as pre-stabilized. Stabilized Facilities exclude facilities leased to the Company’s 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.


 
11



Exhibit 99.2
Supplemental Information
September 30, 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; changes in foreign currency exchange 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 attributable to common stockholders (“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 FFO, Normalized FFO, 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 and Canada.
As of September 30, 2015, Sabra’s investment portfolio included 178 real estate properties held for investment and leased to operators/tenants under triple-net lease agreements (consisting of (i) 103 Skilled Nursing/Transitional Care facilities, (ii) 73 Senior Housing facilities, and (iii) two Acute Care Hospitals), 15 investments in loans receivable (consisting of (i) seven mortgage loans, (ii) three construction loans, (iii) two mezzanine loans, and (iv) three pre-development loans) and 10 preferred equity investments. Included in the 178 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 September 30, 2015, Sabra’s real estate properties included 18,005 beds/units, spread across the United States and Canada.
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 September 30, 2015

Market Facts
 
Credit Ratings
Stock Information
 
 
 
Closing Price (common stock):
$23.18
 
Moody's:
 
52-Week range (common stock):
$22.23 - $34.44
 
  Corporate Rating
Ba3
Common Equity Market Capitalization:
$1.5 billion
 
  Unsecured Notes Rating
Ba3
Enterprise Value:
$3.0 billion
 
  Preferred Equity Rating
B2
Outstanding Shares (common stock):
65.1 million
 
S&P:
 
 
 
 
Corporate Rating
BB- (stable)
Ticker symbols:
 
 
Unsecured notes/unsecured credit facility
BB
Common Stock
SBRA
 
Preferred Equity Rating
B-
Preferred Stock
SBRAP
 
Fitch:
 
Stock Exchange:
NASDAQ
 
Corporate Rating
BB+
Governance
 
Unsecured notes/unsecured credit facility
BB+
ISS Governance QuickScore
1
 
Preferred Equity Rating
BB-

Portfolio Information
Investment in real estate properties
 
 
Real Estate Property Bed/Unit Count
 
Skilled Nursing/Transitional Care
103

 
Skilled Nursing/Transitional Care
11,400

Senior Housing
73

 
Senior Housing
6,481

Acute Care Hospitals
2

 
Acute Care Hospitals
124

Total Equity Investments
178

 
Total Beds/Units
18,005

 
 
 
 
 
Investments in loans receivable (1)
15

 
Countries
2

Preferred Equity Investments (2)
10

 
U.S. States
36

Total Investments
203

 
Relationships
34



(1) Our investments in loans receivable related to investments secured directly or indirectly by 8 Skilled Nursing/Transitional Care facilities with 1,361 beds/units, 11 Senior Housing developments with 671 beds/units, two Acute Care Hospitals with 138 beds, a medical office building with 80,000 square feet and land for two future Senior Housing developments.
(2) Our Preferred Equity Investments related to investments in entities owning 9 Senior Housing developments with 932 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 September 30,
Nine Months Ended September 30,
 
 
2015
 
2014
2015
 
2014
Revenues
 
$
59,934

 
$
43,984

$
172,092

 
$
127,807

Net income attributable to common stockholders
 
15,500

 
14,643

46,664

 
17,020

FFO attributable to common stockholders
 
35,644

 
24,405

93,732

 
45,887

Normalized FFO attributable to common stockholders
 
38,014

 
24,563

101,849

 
70,973

AFFO attributable to common stockholders
 
34,508

 
24,622

95,722

 
48,473

Normalized AFFO attributable to common stockholders
 
34,508

 
24,622

96,177

 
69,351

Per common share data attributable to common stockholders:
 
 
 
 
 
 
 
Diluted EPS
 
$
0.24

 
$
0.31

$
0.76

 
$
0.39

Diluted FFO
 
0.55

 
0.51

1.52

 
1.05

Diluted Normalized FFO
 
0.58

 
0.51

1.66

 
1.63

Diluted AFFO
 
0.53

 
0.51

1.55

 
1.10

Diluted Normalized AFFO
 
0.53

 
0.51

1.56

 
1.57

Net cash flow from operations
 
$
27,808

 
$
42,318

$
79,115

 
$
71,239

 
 
 
 
 
 
 
 
Investment Portfolio
 
September 30, 2015
 
December 31, 2014
 
 
 
Total Investments in Real Estate Properties (1) (#)
 
178

 
160

 
 
 
Total Investments in Real Estate Properties, gross ($)
 
$
2,202,194

 
$
1,831,534

 
 
 
Total Beds/Units
 
18,005

 
16,718

 
 
 
Weighted Average Remaining Lease Term (in months)
 
119

 
129

 
 
 
Total Investments in Loans Receivable (#)
 
15

 
14

 
 
 
Total Investments in Loans Receivable, gross ($) (2)
 
$
260,448

 
$
235,584

 
 
 
Total Preferred Equity Investments (#)
 
10

 
6

 
 
 
Total Preferred Equity Investments, gross ($)
 
$
27,622

 
$
16,407

 
 
 
Debt
 
September 30, 2015
 
December 31, 2014
 
 
 
Book Value
 
 
 
 
 
 
 
Fixed Rate Debt
 
$
867,957

 
$
823,294

 
 
 
Variable Rate Debt (3)
 
471,113

 
268,000

 
 
 
Total Debt
 
1,339,070

 
1,091,294

 
 
 
 
 
 
 
 
 
 
 
Cash
 
(31,473
)
 
(61,793
)
 
 
 
Net Debt
 
$
1,307,597

 
$
1,029,501

 
 
 
 
 
 
 
 
 
 
 
Weighted Average Effective Rate
 
 
 
 
 
 
 
Fixed Rate Debt
 
5.16
%
 
5.24
%
 
 
 
Variable Rate Debt (3)
 
2.66
%
 
2.27
%
 
 
 
Total Debt
 
4.28
%
 
4.51
%
 
 
 
 
 
 
 
 
 
 
 
% of Total
 
 
 
 
 
 
 
Fixed Rate Debt
 
64.8
%
 
75.5
%
 
 
 
Variable Rate Debt (3)
 
35.2
%
 
24.5
%
 
 
 
Total Debt
 
100.0
%
 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
Availability Under Revolving Credit Facility
 
$
246,000

 
$
382,000

 
 
 
Available Liquidity (4)
 
$
277,416

 
$
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 September 30, 2015 consists of principal of $259.2 million plus capitalized origination fees of $1.2 million.
(3) Includes $200.0 million subject to a 2% LIBOR cap and $67.1 million (CAD $90.0 million) subject to a swap agreement that fixes the CDOR rate at 1.59%. Excluding this amount from variable rate debt equates to 15.2% 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.
2015 OUTLOOK UPDATE

 
 
Low
 
High
Net income attributable to common stockholders
 
$
0.93

 
$
1.04

Add:
 
 
 
 
Depreciation and amortization
 
1.02

 
1.02

Net loss on sales of real estate
 
0.04

 
0.04

 
 
 
 
 
Funds from Operations attributable to common stockholders (FFO)
 
$
1.99

 
$
2.10

 
 
 
 
 
Normalizing items (1)
 
0.14

 
0.13

Normalized FFO attributable to common stockholders
 
$
2.13

 
$
2.23

 
 
 
 
 
FFO attributable to common stockholders
 
$
1.99

 
$
2.10

Acquisition pursuit costs
 
0.12

 
0.12

Stock-based compensation expense
 
0.10

 
0.10

Straight-line rental income adjustments
 
(0.38
)
 
(0.39
)
Amortization of deferred financing costs
 
0.08

 
0.08

Other non-cash adjustments
 
0.09

 
0.10

 
 
 
 
 
Adjusted Funds from Operations attributable to common stockholders (AFFO)
 
$
2.00

 
$
2.11

 
 
 
 
 
Normalizing items (1)
 
0.01

 
0.01

Normalized AFFO attributable to common stockholders
 
$
2.01

 
$
2.12


(1)
Normalizing items include certain income and expense items that the Company does not believe are indicative of its ongoing operating results. The Company considers normalized FFO and normalized AFFO to be useful measures to evaluate the Company’s operating results excluding these income and expense items to help investors compare the operating performance of the Company between periods or as compared to other companies. Normalizing items for FFO above include non-RIDEA joint venture facility operating expenses of $0.01, non-recurring or unusual acquisition pursuit costs of $0.07 and specific reserves and write-offs in excess of any straight-line rental income recognized during the period presented of between $0.05 and $0.06. Normalizing items for AFFO include non-RIDEA joint venture facility operating expenses and the expected Genesis payment included in Normalized FFO.




Except as otherwise noted above, the foregoing projections reflect management's view of current and future market conditions. There can be no assurance that the Company's actual results will not differ materially from the estimates set forth above. Except as otherwise required by law, the Company assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments.


 
4
    



SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Revenues:
 
 
 
 
 
 
 
Rental income
$
53,173

 
$
38,165

 
$
152,574

 
$
111,743

Interest and other income
6,761

 
5,819

 
19,518

 
16,064

 
 
 
 
 
 
 
 
Total revenues
59,934

 
43,984

 
172,092

 
127,807

 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
Depreciation and amortization
16,306

 
9,762

 
44,953

 
28,867

Interest
15,176

 
10,540

 
43,108

 
32,668

General and administrative
3,991

 
6,226

 
20,712

 
17,011

Provision for doubtful accounts and write-offs
2,489

 

 
6,605

 
2,994

 
 
 
 
 
 
 
 
Total expenses
37,962

 
26,528

 
115,378

 
81,540

 
 
 
 
 
 
 
 
Other (expense) income:
 
 
 
 
 
 
 
Loss on extinguishment of debt

 
(158
)
 

 
(22,454
)
Other (expense) income
(100
)
 
(100
)
 
(300
)
 
860

Net loss on sales of real estate
(3,838
)
 

 
(2,115
)
 

 
 
 
 
 
 
 
 
Total other (expense) income
(3,938
)
 
(258
)
 
(2,415
)
 
(21,594
)
 
 
 
 
 
 
 
 
Net income
18,034

 
17,198

 
54,299

 
24,673

 
 
 
 
 
 
 
 
Net loss attributable to noncontrolling interests
27

 
6

 
47

 
29

 
 
 
 
 
 
 
 
Net income attributable to Sabra Health Care REIT, Inc.
18,061

 
17,204

 
54,346

 
24,702

 
 
 
 
 
 
 
 
Preferred stock dividends
(2,561
)
 
(2,561
)
 
(7,682
)
 
(7,682
)
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
$
15,500

 
$
14,643

 
$
46,664

 
$
17,020

 
 
 
 
 
 
 
 
 
 

 
 

 
 

 
 
Net income attributable to common stockholders, per:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic common share
$
0.24

 
$
0.31

 
$
0.76

 
$
0.39

 
 
 
 
 
 
 
 
Diluted common share
$
0.24

 
$
0.31

 
$
0.76

 
$
0.39

 
 
 
 
 
 
 
 
Weighted-average number of common shares outstanding, basic
65,160,290

 
47,359,949

 
61,244,991

 
43,358,620

 
 
 
 
 
 
 
 
Weighted-average number of common shares outstanding, diluted
65,398,175

 
47,877,202

 
61,468,603

 
43,840,550

 
 
 
 
 
 
 
 


 
5
    



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

 
September 30, 2015
 
December 31, 2014
 
(unaudited)
 
 
Assets
 
 
 
Real estate investments, net of accumulated depreciation of $226,662 and $185,994 as of September 30, 2015 and December 31, 2014, respectively
$
1,974,673

 
$
1,645,805

Loans receivable and other investments, net
287,448

 
251,583

Cash and cash equivalents
31,473

 
61,793

Restricted cash
8,239

 
7,024

Prepaid expenses, deferred financing costs and other assets, net
123,620

 
98,687

Total assets
$
2,425,453

 
$
2,064,892

 
 
 
 
Liabilities
 
 
 
Mortgage notes
$
168,608

 
$
124,022

Revolving credit facility
204,000

 
68,000

Term loans
267,113

 
200,000

Senior unsecured notes
699,349

 
699,272

Accounts payable and accrued liabilities
27,139

 
31,775

Total liabilities
1,366,209

 
1,123,069

 
 
 
 
 

 

 
 
 
 
Equity
 
 
 
Preferred stock, $.01 par value; 10,000,000 shares authorized, 5,750,000 shares issued and outstanding as of September 30, 2015 and December 31, 2014
58

 
58

Common stock, $.01 par value; 125,000,000 shares authorized, 65,134,056 and 59,047,001 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively
651

 
590

Additional paid-in capital
1,201,859

 
1,053,601

Cumulative distributions in excess of net income
(137,597
)
 
(110,841
)
Accumulated other comprehensive loss
(5,637
)
 
(1,542
)
Total Sabra Health Care REIT, Inc. stockholders’ equity
1,059,334

 
941,866

Noncontrolling interests
(90
)
 
(43
)
Total equity
1,059,244

 
941,823

Total liabilities and equity
$
2,425,453

 
$
2,064,892






 


 
6
    



SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
Nine Months Ended September 30,

2015

2014
Cash flows from operating activities:



Net income
$
54,299


$
24,673

Adjustments to reconcile net income to net cash provided by operating activities:



Depreciation and amortization
44,953


28,867

Non-cash interest income adjustments
343


217

Amortization of deferred financing costs
3,829


2,812

Stock-based compensation expense
5,389


6,337

Amortization of debt discount (premium)
77


(33
)
Loss on extinguishment of debt


1,576

Straight-line rental income adjustments
(18,272
)

(13,074
)
Provision for doubtful accounts and write-offs
6,605


2,994

Change in fair value of contingent consideration
300


(860
)
Net loss on sales of real estate
2,115



Changes in operating assets and liabilities:





Prepaid expenses and other assets
(15,035
)

(2,529
)
Accounts payable and accrued liabilities
(2,410
)

22,607

Restricted cash
(3,078
)

(2,348
)

 


Net cash provided by operating activities
79,115


71,239

Cash flows from investing activities:



Acquisitions of real estate
(386,572
)

(721,879
)
Origination and fundings of loans receivable
(26,207
)

(59,256
)
Preferred equity investments
(9,281
)

(11,300
)
Additions to real estate
(1,596
)

(1,151
)
DIP loan fundings
(3,302
)
 

Repayment of loans receivable
3,285


287

Release of contingent consideration held in escrow
5,240



Net proceeds from the sale of real estate
15,752




 


Net cash used in investing activities
(402,681
)

(793,299
)
Cash flows from financing activities:



Proceeds from issuance of senior unsecured notes


350,000

Principal payments on senior unsecured notes


(211,250
)
Net proceeds from revolving credit facility
136,000


478,500

Proceeds from term loan
73,242



Proceeds from mortgage notes
28,735


57,703

Principal payments on mortgage notes
(2,184
)

(88,419
)
Payments of deferred financing costs
(1,314
)

(15,474
)
Issuance of common stock
139,617


229,825

Dividends paid on common and preferred stock
(80,619
)

(57,654
)

 


Net cash provided by financing activities
293,477


743,231


 


Net (decrease) increase in cash and cash equivalents
(30,089
)

21,171

Effect of foreign currency translation on cash and cash equivalents
(231
)


Cash and cash equivalents, beginning of period
61,793


4,308


 


Cash and cash equivalents, end of period
$
31,473


$
25,479

Supplemental disclosure of cash flow information:



Interest paid
$
43,405


$
26,705

Supplemental disclosure of non-cash investing and financing activities:



Assumption of mortgage indebtedness
$
19,677


$
14,102

Repayment of preferred equity investments
$

 
$
6,949


 
7
    


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

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
$
15,500

 
$
14,643

 
$
46,664

 
$
17,020

Depreciation and amortization of real estate assets
16,306

 
9,762

 
44,953

 
28,867

Net loss on sales of real estate
3,838

 

 
2,115

 

FFO attributable to common stockholders
$
35,644

 
$
24,405

 
$
93,732

 
$
45,887

 
 
 
 
 
 
 
 
Non-RIDEA facility operating expenses

 

 
455

 

Non-recurring or unusual acquisition pursuit costs

 

 
4,293

 

Loss on extinguishment of debt

 
158

 

 
22,454

Provision and write-offs of straight-line rental income (1)
2,370

 

 
3,369

 
2,632

Normalized FFO attributable to common stockholders
$
38,014

 
$
24,563

 
$
101,849

 
$
70,973

 
 
 
 
 
 
 
 
FFO attributable to common stockholders
$
35,644

 
$
24,405

 
$
93,732

 
$
45,887

Acquisition pursuit costs
540

 
2,038

 
5,981

 
2,617

Stock-based compensation expense
717

 
1,545

 
5,389

 
6,337

Straight-line rental income adjustments
(6,438
)
 
(4,641
)
 
(18,272
)
 
(13,074
)
Amortization of deferred financing costs
1,300

 
940

 
3,829

 
2,812

Non-cash portion of loss on extinguishment of debt

 
158

 

 
1,576

Other non-cash adjustments
2,745

 
177

 
5,063

 
2,318

AFFO attributable to common stockholders
$
34,508

 
$
24,622

 
$
95,722

 
$
48,473

 
 
 
 
 
 
 
 
Non-RIDEA facility operating expenses

 

 
455

 

Cash portion of loss on extinguishment of debt

 

 

 
20,878

Normalized AFFO attributable to common stockholders
$
34,508

 
$
24,622

 
$
96,177

 
$
69,351

Amounts per diluted common share attributable to common stockholders:
 
 
 
 
 
 
 
Net income
$
0.24

 
$
0.31

 
$
0.76

 
$
0.39

 
 
 
 
 
 
 
 
FFO
$
0.55

 
$
0.51

 
$
1.52

 
$
1.05

 
 
 
 
 
 
 
 
Normalized FFO
$
0.58

 
$
0.51

 
$
1.66

 
$
1.63

 
 
 
 
 
 
 
 
AFFO
$
0.53

 
$
0.51

 
$
1.55

 
$
1.10

 
 
 
 
 
 
 
 
Normalized AFFO
$
0.53

 
$
0.51

 
$
1.56

 
$
1.57

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding, diluted:
 
 
 
 
 
 
 
Net income, FFO and Normalized FFO
65,398,175

 
47,877,202

 
61,468,603

 
43,840,550

AFFO and Normalized AFFO
65,528,033

 
48,038,179

 
61,641,797

 
44,072,015



(1) Related to the specific reserves and write-offs in excess of any straight-line rental income recognized during the period presented.

 
8
    


SABRA HEALTH CARE REIT, INC.
CAPITALIZATION
(dollars in thousands, except per share data)
Debt
September 30, 2015
 
December 31, 2014
Mortgage notes
$
168,608

 
$
124,022

Revolving credit facility
204,000

 
68,000

Term loans
267,113

 
200,000

Senior unsecured notes
699,349

 
699,272

 
 
 
 
Total debt
$
1,339,070

 
$
1,091,294

 
Revolving Credit Facility
September 30, 2015
 
December 31, 2014
Credit facility availability
$
246,000

 
$
382,000

Credit facility capacity
450,000

 
450,000

Enterprise Value
 
 
 
 
 
As of September 30, 2015
Shares
Outstanding
 
Price
 
Value
Common stock
65,134,056

 
$
23.18

 
$
1,509,807

Preferred stock
5,750,000

 
25.68

 
147,660

Total debt
 
 
 
 
1,339,070

Cash and cash equivalents
 
 
 
 
(31,473
)
 
 
 
 
 
 
Total Enterprise Value
 
 
 
 
$
2,965,064

 
 
 
 
 
 
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
September 30, 2015
 
Cumulative as of September 30, 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 September 30, 2015
 
Nine Months Ended September 30, 2015
EPS, FFO and Normalized FFO
 
AFFO and Normalized AFFO
 
EPS, FFO and Normalized FFO
 
AFFO and Normalized AFFO
Common stock
 
65,134,056

 
65,134,056

 
61,219,973

 
61,219,973

Common equivalents
 
26,234

 
26,234

 
25,018

 
25,018

 
 
 
 
 
 
 
 
 
Basic common and common equivalents
 
65,160,290

 
65,160,290

 
61,244,991

 
61,244,991

Dilutive securities:
 
 
 
 
 
 
 
 
Restricted stock and units
 
237,885

 
367,743

 
223,612

 
396,806

 
 
 
 
 
 
 
 
 
Diluted common and common equivalents
 
65,398,175

 
65,528,033

 
61,468,603

 
61,641,797

 
 
 
 
 
 
 
 
 

 
9
    


SABRA HEALTH CARE REIT, INC.
INDEBTEDNESS
September 30, 2015
(dollars in thousands)
 
Principal
 
Weighted Average
Effective Rate (1)
 
% of Total
Fixed Rate Debt
 
 
 
 
 
Secured mortgage debt 
$
168,608

  
3.86
%
 
12.6
%
Unsecured senior notes  (2)
699,349

  
5.47
%
 
52.2
%
 
 
 
 
 
 
Total fixed rate debt
867,957

  
5.16
%
 
64.8
%
 
 
 
 
 
 
Variable Rate Debt
 
 
 
 
 
Revolving credit facility (3)
204,000

  
2.49
%
 
15.3
%
Term loans (4)
267,113

 
2.79
%
 
19.9
%
 
 
 
 
 
 
Total variable rate debt
471,113

  
2.66
%
 
35.2
%
 
 
 
 
 
 
Total Debt
$
1,339,070

  
4.28
%
 
100.0
%
 
 
 
 
 
Secured Debt
 
 
 
 
 
Secured mortgage debt
$
168,608

  
3.86
%
 
12.6
%
 
 
 
 
 
 
Unsecured Debt
 
 
 
 
 
Unsecured senior notes (2)
699,349

  
5.47
%
 
52.2
%
Revolving credit facility (3)
204,000

  
2.49
%
 
15.3
%
Term loans (4)
267,113

 
2.79
%
 
19.9
%
 
 
 
 
 
 
Total unsecured debt
1,170,462

  
4.34
%
 
87.4
%
 
 
 
 
 
 
Total Debt
$
1,339,070

  
4.28
%
 
100.0
%
(1) Weighted average effective rate includes private mortgage insurance and impact of interest rate swap and cap agreements.
(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% - 1.60%. 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) Includes $200.0 million subject to a 2% LIBOR cap and $67.1 million (CAD $90.0 million) subject to a swap agreement that fixes CDOR at 1.59%.
Maturities
Secured Mortgage Debt
 
Unsecured Senior Notes
 
Term Loans (2)
  
Revolving Credit Facility (2)
 
Total
 
Principal
 
Rate (1)
 
Principal
 
Rate (1)
 
Principal
 
Rate (1)
  
Principal
 
Rate (1)
 
Principal
 
Rate (1)
10/1/2015 - 12/31/2015
$
935

 
3.45
%
 
$

 

  
$

 

  
$

 

 
$
935

 
3.45
%
2016
3,996

 
3.44
%
 

 

  

 

  

 

 
3,996

 
3.44
%
2017
4,129

 
3.44
%
 

 

  

 

  

 

 
4,129

 
3.44
%
2018
4,267

 
3.45
%
 

 

  
200,000

 
2.49
%
  
204,000

 
2.49
%
 
408,267

 
2.50
%
2019
4,409

 
3.45
%
 

 

  

 

  

 

 
4,409

 
3.45
%
2020
4,557

 
3.46
%
 

 

  
67,113

 
2.85
%
  

 

 
71,670

 
2.89
%
2021
19,436

 
3.46
%
 
500,000

 
5.50
%
  

 

  

 

 
519,436

 
5.42
%
2022
4,285

 
3.44
%
 

 

 

 

  

 

 
4,285

 
3.44
%
2023
4,427

 
3.45
%
 
200,000

 
5.38
%
  

 

  

 

 
204,427

 
5.34
%
2024
4,573

 
3.45
%
 

 

  

 

  

 

 
4,573

 
3.45
%
Thereafter
113,594

 
3.59
%
 

 

  

 

  

 

 
113,594

 
3.59
%
 
168,608

 
 
 
700,000

 
 
 
267,113

 
 
  
204,000

 
 
 
1,339,721

 
 
Discount

 
 
 
(651
)
 
 
 

 
 
 

 
 
 
(651
)
 
 
Total debt
$
168,608

 
 
 
$
699,349

 
 
 
$
267,113

 
 
  
$
204,000

 
 
 
$
1,339,070

 
 
Wtd. avg. maturity in years
25.7

 
 
 
6.0

 
 
 
3.4

 
 
  
2.9

 
 
 
7.5

 
 
Wtd. avg. effective interest rate(3)
3.86
%
 
 
 
5.47
%
 
 
 
2.79
%
 
 
  
2.49
%
 
 
 
4.28
%
 
 
(1) Represents actual contractual interest rates excluding private mortgage insurance.
(2) Credit Facility and U.S. term loan subject to 1-year extension option.
(3) Weighted average effective rate includes private mortgage insurance and impact of interest rate swap and cap agreements.

 
10
    


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

 
 
 
 
 
 
 
 
 
 
September 30, 2015
 
Pro Forma
September 30, 2015 (2)
 
December 31, 2014
Net Debt to Adjusted EBITDA (3)
 
5.80x

 
5.88x

 
5.09x

Interest Coverage
 
4.30x

 
4.30x

 
4.29x

Fixed Charge Coverage Ratio
 
3.30x

 
3.32x

 
3.28x

Total Debt/Asset Value
 
47
%
 
47
%
 
43
%
Secured Debt/Asset Value
 
6
%
 
6
%
 
5
%
Unencumbered Assets/Unsecured Debt
 
226
%
 
226
%
 
246
%
 
 
 
 
 
 
 
Cost of Debt (4)
 
4.60
%
 
4.60
%
 
4.66
%
 
 
 
 
 
 
 
Corporate Ratings (Moody's / S&P / Fitch)
 
Ba3 / BB- / BB+
 
Ba3 / BB- / BB+
 
Ba3 / 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) The following pro forma information assumes that (i) the investment activity as described on pages 15 and 20-26 of this supplement, (ii) the sale of the three skilled nursing facilities and (iii) the financing activity during the quarter ended September 30, 2015 were completed as of September 30, 2015.
(3) 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 and further adjusted to give effect to acquisitions and dispositions as though such acquisitions and dispositions occurred at the beginning of the period.
(4) Excludes revolving credit facility balance which had an interest rate of 2.49% and 2.27% as of September 30, 2015 and December 31, 2014, respectively.

 
11
    



SABRA HEALTH CARE REIT, INC.
PORTFOLIO SUMMARY
September 30, 2015
(dollars in thousands)
Total Property Portfolio
 
 
 
 
 
 
GAAP Rental Income (1)
 
Number of
Beds/Units
 
 
Number of
Properties
 
 
 
Three Months Ended September 30,
 
Facility Type
 
 
Investment
 
2015
 
2014
 
Skilled Nursing/Transitional Care
 
103

 
$
1,007,325

 
$
33,111

 
$
28,093

 
11,400

Senior Housing
 
73

 
1,019,062

 
18,689

 
5,370

 
6,481

Acute Care Hospitals
 
2

 
175,807

 
1,373

 
4,702

 
124

Total 
 
178

 
$
2,202,194

 
$
53,173

 
$
38,165

 
18,005


 
 
Coverage
 
 
 
 
 
 
 
 
 
 
EBITDAR (2)
 
EBITDARM (2)
 
Occupancy Percentage (2)
 
Skilled Mix (2)
 
 
Twelve Months Ended September 30,
Facility Type
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Skilled Nursing/Transitional Care
 
1.27x
 
1.25x
 
1.61x
 
1.61x
 
87.3
%
 
88.0
%
 
39.0
%
 
37.5
%
Senior Housing
 
1.29x
 
1.21x
 
1.49x
 
1.42x
 
90.8
%
 
88.8
%
 
N/A

 
N/A


 
 
Twelve Months Ended September 30,
Fixed Charge Coverage Ratio (3)
 
2015
 
2014
Genesis Healthcare, Inc. (4)
 
1.27x
 
1.23x
Tenet Health Care Corporation
 
2.44x
 
2.17x
Holiday AL Holdings LP
 
1.17x
 
1.25x

Same Store Property Portfolio (5) 
 
 
 
 
Cash Rent
 
 
 
 
Three Months Ended September 30,
Facility Type
 
Number of
Properties
 
2015
 
2014
Skilled Nursing/Transitional Care
 
89

 
$
23,461

 
$
22,705

Senior Housing
 
23

 
3,938

 
3,832


 
 
Coverage
 
 
 
 
 
 
 
 
 
 
EBITDAR (2)
 
EBITDARM (2)
 
Occupancy Percentage (2)
 
Skilled Mix (2)
 
 
Twelve Months Ended September 30,
Facility Type
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Skilled Nursing/Transitional Care
 
1.25x
 
1.25x
 
1.60x
 
1.61x
 
87.3
%
 
88.0
%
 
37.7
%
 
37.5
%
Senior Housing
 
1.31x
 
1.21x
 
1.52x
 
1.42x
 
89.8
%
 
88.8
%
 
N/A
 
N/A

(1) Rental income includes $6.4 million and $4.6 million of straight-line rental income adjustments for the three months ended September 30, 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 September 30, 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 and stabilization. In addition, Facility Statistics exclude the impact of strategic disposition candidates and facilities leased to the Company's RIDEA-compliant joint venture tenants. 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) Fixed charge coverage ratio for Genesis Healthcare, Inc. for the twelve months ended September 30, 2015 includes the pro forma impact of the Skilled Healthcare acquisition which was completed February 2, 2015.
(5) Same store Facility Statistics consist of Stabilized Facilities held or acquired before July 1, 2014 and exclude disposed facilities.
SABRA HEALTH CARE REIT, INC.
PORTFOLIO SUMMARY (CONTINUED)
September 30, 2015
(dollars in thousands)

Loans Receivable and Other Investments
Loan Type
 
Number of Loans
 
Facility Type
 
Principal Balance as of September 30, 2015
 
Book Value as of September 30, 2015
 
Weighted Average Contractual Interest Rate
 
Weighted Average Annualized Effective Interest Rate
 
Interest Income Three Months Ended September 30, 2015
 
Maturity Date
Mortgage
 
7

 
Skilled Nursing / Senior Housing / Acute Care Hospital
 
$
162,794

 
$
163,089

 
8.4
%
 
8.6
%
 
$
3,404

 
1/11/16 - 4/30/18
Construction
 
3

 
Acute Care Hospital / Senior Housing
 
74,189

 
74,409

 
7.7
%
 
7.6
%
 
1,396

 
9/30/16 - 10/31/18
Mezzanine
 
2

 
Skilled Nursing / Senior Housing
 
18,586

 
18,629

 
11.3
%
 
11.1
%
 
539

 
1/1/16 - 8/31/17
Pre-development
 
3

 
Senior Housing
 
3,606

 
3,699

 
9.0
%
 
7.7
%
 
48

 
1/28/17 - 9/09/17
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15

 
 
 
$
259,175

 
$
259,826

 
8.4
%
 
8.5
%
 
$
5,387

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Other Investment Type
 
Number of Investments
 
Facility Type
 
Total Funding Commitments
 
Amount Funded
 as of
September 30, 2015

 
Book Value
as of
September 30, 2015

 
Rate of Return
 
Other Income
Three Months Ended
September 30, 2015

Preferred Equity
 
10
 
Skilled Nursing / Senior Housing
 
$
30,813

 
$
24,525

 
$
27,622

 
13.0
%
 
$
798




                                          



 
12
    



SABRA HEALTH CARE REIT, INC.
YEAR TO DATE INVESTMENT ACTIVITY
As of September 30, 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
 
 
 
 
 
 
 
 
 
 
 
New Haven
04/10/15
 
Senior Housing
 
1

 
32

 
$
7,625

 
7.7
%
Canadian Portfolio
06/11/15
 
Senior Housing
 
9

 
865

 
138,752

 
6.0
%
NMS Portfolio
06/30/15
 
Skilled Nursing
 
3

 
472

 
175,150

 
8.8
%
Life's Journey Portfolio
09/01/15
 
Senior Housing
 
5

 
149

 
19,720

 
7.5
%
Radiant Portfolio
09/17/15
 
Senior Housing
 
4

 
214

 
65,000

 
6.8
%
Other
Various
 
Senior Housing
 
N/A

 
N/A

 
1,575

 
9.0
%
Total Real Estate Investments
 
 
 
 
 
 
 
 
407,822

 
7.4
%
Preferred Equity Investments
 
 
 
 
 
 
 
 
 
 
 
Titan - New Braunfels
07/07/14
 
Skilled Nursing
 
1

 
113

 
52

 
10.0
%
Meridian - Park Manor
11/17/14
 
Skilled Nursing
 
1

 
140

 
690

 
15.0
%
Meridian - Lafayette
04/15/15
 
Senior Housing
 
1

 
88

 
3,615

 
15.0
%
Meridian - Knoxville
06/03/15
 
Senior Housing
 
1

 
88

 
2,007

 
15.0
%
Leo Brown Group - Clarksville
08/07/15
 
Senior Housing
 
1

 
135

 
1,360

 
12.0
%
Leo Brown Group - McCordsville
09/15/15
 
Senior Housing
 
1

 
133

 
1,500

 
12.0
%
Total Preferred Equity Investments
 
 
 
 
 
 
 
 
9,224

 
14.0
%
Loans Receivable
 
 
 
 
 
 
 
 
 
 
 
Forest Park Medical Center - Fort Worth
09/30/13
 
Acute Care Hospital
 
1

 
54

 
1,775

 
7.3
%
New Dawn - Richmond
10/31/13
 
Senior Housing
 
1

 
48

 
3,565

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

 
48

 
2,892

 
10.0
%
First Phoenix - Aurora
05/08/14
 
Senior Housing
 
1

 
50

 
310

 
9.0
%
First Phoenix - Glenwood Springs
09/09/14
 
Senior Housing
 
1

 
84

 
1,096

 
9.0
%
First Phoenix - Marshfield II Mortgage (1)
01/20/15
 
Senior Housing
 
1

 
24

 
4,369

 
9.0
%
First Phoenix - Ramsey Mortgage (2)
04/30/15
 
Senior Housing
 
1

 
72

 
11,699

 
9.0
%
Sundara - Land Loan
08/13/15
 
Senior Housing
 
N/A

 
N/A

 
325

 
8.0
%
Total Loans Receivable
 
 
 
 
 
 
 
 
26,031

 
9.1
%
All Investments
 
 
 
 
 
 
 
 
$
443,077

 
7.7
%

(1) Gross investment of $4.7 million; $0.4 million used to repay the Marshfield II pre-development loan.
(2) Gross investment of $12.7 million; $1.0 million used to repay the Ramsey pre-development loan.

 
13
    




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. Concentrations as of September 30, 2015 exclude Forest Park - Frisco.
(2) Tenant and borrower revenue presented one quarter in arrears.

 
14
    




SABRA HEALTH CARE REIT, INC.
REAL ESTATE PORTFOLIO GEOGRAPHIC CONCENTRATIONS
September 30, 2015
 
Property Type   
Location
 
Skilled Nursing/Transitional Care
 
Senior Housing
  
Acute Care Hospitals
  
Total
 
% of Total
Texas
 
5

 
10

 
2

 
17

 
9.6
%
New Hampshire
 
14

 
2

 

 
16

 
9.0

Kentucky
 
13

 
1

 

 
14

 
7.9

Florida
 
6

 
5

 

 
11

 
6.2

Connecticut
 
9

 
2

 

 
11

 
6.2

Michigan
 

 
10

 

 
10

 
5.6

Canada
 

 
9

 

 
9

 
5.1

Ohio
 
8

 

 

 
8

 
4.5

Oklahoma
 
6

 
1

 

 
7

 
3.9

Nebraska
 
4

 
2

 

 
6

 
3.4

Other (27 states)
 
38

 
31

 

 
69

 
38.6

 
 
 
 
 
 
 
 
 
 
 
Total
 
103

 
73

 
2

 
178

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
% of Total properties
 
57.9
%
 
41.0
%
 
1.1
%
 
100.0
%
 
 
 
 
 
  
 
 
 
 
 
 
 
 
Distribution of Beds/Units
 
 
Total Number of
Properties
 
Bed/Unit Type
 
 
 
Location
 
 
Skilled Nursing/Transitional Care
 
Senior Housing
  
Acute Care Hospitals
 
Total
 
% of Total
New Hampshire
 
16

 
1,435

 
219

 

 
1,654

 
9.2
%
Texas
 
17

 
605

 
828

 
124

 
1,557

 
8.6

Connecticut
 
11

 
1,350

 
140

 

 
1,490

 
8.3

Florida
 
11

 
765

 
606

 

 
1,371

 
7.6

Kentucky
 
14

 
1,044

 
68

 

 
1,112

 
6.2

Ohio
 
8

 
900

 

 

 
900

 
5.0

Canada
 
9

 

 
865

 

 
865

 
4.8

Nebraska
 
6

 
400

 
297

 

 
697

 
3.9

Maryland
 
5

 
607

 
64

 

 
671

 
3.7

Oklahoma
 
7

 
496

 
83

 

 
579

 
3.2

Other (27 states)
 
74

 
3,798

 
3,311

 

 
7,109

 
39.5

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
178

 
11,400

 
6,481

 
124

 
18,005

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
% of Total beds/units
 
 
 
63.3
%
 
36.0
%
 
0.7
%
 
100.0
%
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 









 
15
    



SABRA HEALTH CARE REIT, INC.
REAL ESTATE PORTFOLIO GEOGRAPHIC CONCENTRATIONS
September 30, 2015
(dollars in thousands)

Investment
Location
 
Total Number of Properties
 
Skilled Nursing/Transitional Care
 
Senior Housing
  
Acute Care Hospitals
  
Total
 
% of Total
Texas
 
17

 
$
65,625

 
$
174,556

 
$
175,807

 
$
415,988

 
18.9
%
Maryland
 
5

 
181,573

 
6,516

 

 
188,089

 
8.5

Connecticut
 
11

 
116,587

 
29,174

 

 
145,761

 
6.6

Florida
 
11

 
39,503

 
92,707

 

 
132,210

 
6.0

Canada (1)
 
9

 

 
124,983

 

 
124,983

 
5.7

Delaware
 
4

 
95,780

 

 

 
95,780

 
4.3

Nebraska
 
6

 
63,088

 
28,297

 

 
91,385

 
4.1

New Hampshire
 
16

 
75,563

 
12,492

 

 
88,055

 
4.0

North Carolina
 
3

 
9,538

 
67,272

 

 
76,810

 
3.5

Michigan
 
10

 

 
74,013

 

 
74,013

 
3.4

Other (27 states)
 
86

 
360,068

 
409,052

 

 
769,120

 
35.0

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
178

 
$
1,007,325

 
$
1,019,062

 
$
175,807

 
$
2,202,194

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
% of Total Properties
 
 
 
45.7
%
 
46.3
%
 
8.0
%
 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

































(1) Investment balance in Canada is based on the exchange rate as of September 30, 2015 of $0.7457 per CAD $1.00.


 
16
    


SABRA HEALTH CARE REIT, INC.
PORTFOLIO LEASE EXPIRATIONS (1)  
September 30, 2015
(dollars in thousands)
 

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

 
26

 
30

 
12

 

 
9

 
4

 
21

 
103

Beds/Units
120

 
2,870

 
3,469

 
893

 

 
1,056

 
559

 
2,433

 
11,400

Annualized Revenues
$
850

 
$
26,890

 
$
30,820

 
$
10,383

 
$

 
$
13,533

 
$
5,141

 
$
45,226

 
$
132,843

Senior Housing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Properties

 
2

 
3

 
12

 

 
9

 
20

 
26

 
72

Beds/Units

 
261

 
212

 
695

 

 
656

 
1,375

 
3,222

 
6,421

Annualized Revenues

 
1,981

 
1,494

 
8,897

 

 
7,075

 
17,100

 
43,410

 
79,957

Acute Care Hospitals
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Properties

 

 

 

 

 

 

 
2

 
2

Beds/Units

 

 

 

 

 

 

 
124

 
124

Annualized Revenues

 

 

 

 

 

 

 
18,809

 
18,809

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 

Total Properties
1

 
28

 
33

 
24

 

 
18

 
24

 
49

 
177

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Beds/Units
120

 
3,131

 
3,681

 
1,588

 

 
1,712

 
1,934

 
5,779

 
17,945

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 

Total Annualized Revenues
$
850

 
$
28,871

 
$
32,314

 
$
19,280

 
$

 
$
20,608

 
$
22,241

 
$
107,445

 
$
231,609

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 

% of Revenue
0.4
%
 
12.5
%
 
14.0
%
 
8.3
%
 

 
8.9
%
 
9.6
%
 
46.3
%
 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 






















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

 
17
    


SABRA HEALTH CARE REIT, INC.
RECENT INVESTMENT ACTIVITY
Leo Brown Group - Clarksville Preferred Equity

• Investment Date:
 
8/7/2015
 
 
 
• Commitment Amount:
 
$3.7 million ($1.4 million funded as of September 30, 2015)
 
 
 
• Investment Type:
 
Preferred Equity
 
 
 
• Number of Properties:
 
1
 
 
 
• Location:
 
Sellersburg, Indiana
 
 
 
• Available Beds/Units:
 
135
 
 
 
• Property Type:
 
Senior Housing
 
 
 
• Annualized GAAP Income:
 
$0.2 million
 
 
 
• Rate of Return:
 
12.0%















 
18
    


SABRA HEALTH CARE REIT, INC.
RECENT INVESTMENT ACTIVITY
Sundara Land Loan





• Investment Date:
 
8/13/2015
 
 
 
• Investment Amount:
 
$0.3 million
 
 
 
• Investment Type:
 
Land Loan
 
 
 
• Number of Properties:
 
N/A
 
 
 
• Location:
 
Williamson County, Texas
 
 
 
• Available Beds/Units:
 
N/A
 
 
 
• Property Type:
 
Senior Housing
 
 
 
• Annualized GAAP Income:
 
$26,000
 
 
 
• Rate of Return:
 
8.0%
 
 
 
• Maturity Date:
 
8/12/2016









 
19
    


SABRA HEALTH CARE REIT, INC.
RECENT INVESTMENT ACTIVITY
Life's Journey Portfolio


• Investment Date:
 
9/1/2015
 
 
 
• Investment Amount:
 
$19.7 million
 
 
 
• Investment Type:
 
Real Estate
 
 
 
• Number of Properties:
 
5
 
 
 
• Location:
 
Illinois
 
 
 
• Available Beds/Units:
 
149
 
 
 
• Property Type:
 
Senior Housing
 
 
 
• Annualized GAAP Income:
 
$1.7 million
 
 
 
• Initial Cash Yield:
 
7.5%


















 
20
    


SABRA HEALTH CARE REIT, INC.
RECENT INVESTMENT ACTIVITY
Leo Brown Group - McCordsville Preferred Equity

• Investment Date:
 
9/15/2015
 
 
 
• Commitment Amount:
 
$4.2 million ($1.5 million funded as of September 30, 2015)
 
 
 
• Investment Type:
 
Preferred Equity
 
 
 
• Number of Properties:
 
1
 
 
 
• Location:
 
McCordsville, Indiana
 
 
 
• Available Beds/Units:
 
133
 
 
 
• Property Type:
 
Senior Housing
 
 
 
• Annualized GAAP Income:
 
$0.2 million
 
 
 
• Rate of Return:
 
12.0%








 
21
    


SABRA HEALTH CARE REIT, INC.
RECENT INVESTMENT ACTIVITY
Radiant Portfolio

• Investment Date:
 
9/17/2015
 
 
 
• Investment Amount:
 
$65.0 million
 
 
 
• Investment Type:
 
Real Estate
 
 
 
• Number of Properties:
 
4
 
 
 
• Location:
 
Oregon and Washington
 
 
 
• Available Beds/Units:
 
214
 
 
 
• Property Type:
 
Senior Housing
 
 
 
• Annualized GAAP Income:
 
$5.0 million
 
 
 
• Initial Cash Yield:
 
6.8%










 
22
    


SABRA HEALTH CARE REIT, INC.
RECENT INVESTMENT ACTIVITY
Leo Brown Group - North Willows Preferred Equity


• Investment Date:
 
10/23/2015
 
 
 
• Commitment Amount:
 
$1.9 million ($1.3 million funded as of October 23, 2015)
 
 
 
• Investment Type:
 
Preferred Equity
 
 
 
• Number of Properties:
 
1
 
 
 
• Location:
 
Indianapolis, Indiana
 
 
 
• Available Beds/Units:
 
120
 
 
 
• Property Type:
 
Senior Housing
 
 
 
• Annualized GAAP Income:
 
$0.2 million
 
 
 
• Rate of Return:
 
12.0%











 
23
    


SABRA HEALTH CARE REIT, INC.
RECENT INVESTMENT ACTIVITY
Maison Senior Living


• Investment Date:
 
10/26/2015
 
 
 
• Investment Amount:
 
CAD $35.0 million (US $26.7 million)
 
 
 
• Investment Type:
 
RIDEA
 
 
 
• Number of Properties:
 
1
 
 
 
• Location:
 
Calgary, Canada
 
 
 
• Available Beds/Units:
 
70 units
 
 
 
• Property Type:
 
Senior Housing
 
 
 
• Annualized NOI:
 
CAD $2.1 million (US $1.6 million)
 
 
 
• Initial Cash Yield:
 
6.00%






(1) Based on the conversion rate as of October 26, 2015 of US $0.7625 per CAD $1.00.

 
24
    


SABRA HEALTH CARE REIT, INC.
PRO FORMA INFORMATION
The following pro forma information assumes that (i) the investment activity during the quarter ended September 30, 2015 as described on pages 15 and 20-26 of this Supplement, (ii) the sale of the three skilled nursing facilities and (iii) the financing activity during the quarter ended September 30, 2015 were completed as of July 1, 2015. In addition, the pro forma information assumes no revenues related to Forest Park - Frisco.
(dollars in thousands, except per share amounts)
 
Three Months Ended September 30, 2015
 
Adjustments
 
Pro Forma Three Months Ended September 30, 2015
 
 
Investments
 
Financing
 
Total revenues
$
59,934

 
$
2,730

 
$

 
$
62,664

Total expenses
37,962

 
1,395

 
723

 
40,080

Total other expense
(3,938
)
 
3,838

 

 
(100
)
 
 
 
 
 
 
 
 
Net income
18,034

 
5,173

 
(723
)
 
22,484

 
 
 
 
 
 
 
 
Net loss attributable to noncontrolling interests
27

 

 

 
27

 
 
 
 
 
 
 
 
Net income attributable to Sabra Health Care REIT, Inc.
18,061

 
5,173

 
(723
)
 
22,511

 
 
 
 
 
 
 
 
Preferred stock dividends
(2,561
)
 

 

 
(2,561
)
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
$
15,500

 
$
5,173

 
$
(723
)
 
$
19,950

Add:
 
 
 
 
 
 
 
Depreciation of real estate assets
16,306

 
481

 

 
16,787

Net loss on sales of real estate
3,838

 
(3,838
)
 

 

 
 
 
 
 
 
 
 
FFO attributable to common stockholders
$
35,644

 
$
1,816

 
$
(723
)
 
$
36,737

 
 
 
 
 
 
 
 
Straight-line rental income provision

2,370

 

 

 
2,370

Normalized FFO attributable to common stockholders
$
38,014

 
$
1,816

 
$
(723
)
 
$
39,107

 
 
 
 
 
 
 
 
FFO attributable to common stockholders
$
35,644

 
$
1,816

 
$
(723
)
 
$
36,737

Acquisition pursuit costs
540

 

 

 
540

Stock-based compensation
717

 

 

 
717

Straight-line rental income adjustments
(6,438
)
 
(171
)
 

 
(6,609
)
Amortization of deferred financing costs
1,300

 

 
6

 
1,306

Other non-cash adjustments
2,745

 

 

 
2,745

AFFO attributable to common stockholders
$
34,508

 
$
1,645

 
$
(717
)
 
$
35,436

 
 
 
 
 
 
 
 
Amounts per diluted common share:
 
 
 
 
 
 
 
Net income attributable to common stockholders
$
0.24

 
 
 
 
 
$
0.31

 
 
 
 
 
 
 
 
FFO attributable to common stockholders
$
0.55

 
 
 
 
 
$
0.56

 
 
 
 
 
 
 
 
Normalized FFO attributable to common stockholders
$
0.58

 
 
 
 
 
$
0.60

 
 
 
 
 
 
 
 
AFFO attributable to common stockholders
$
0.53

 
 
 
 
 
$
0.54

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding, diluted:
 
 
 
 
 
 
 
Net income, FFO and Normalized FFO
65,398,175

 
 
 
 
 
65,398,175

AFFO
65,528,033

 
 
 
 
 
65,528,033

 
 
 
 
 
 
 
 




 
25
    

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

 
26
    

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 Attributable to Common Stockholders (“FFO”) and Adjusted Funds from Operations Attributable to Common Stockholders (“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 does.
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 Normalized AFFO. Normalized FFO and Normalized 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 Normalized AFFO to be useful measures to evaluate the Company’s operating results excluding these income and expense items to help investors compare the operating performance of the Company between periods or as compared to other companies. Normalized FFO and Normalized 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 Normalized 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 Normalized FFO and Normalized AFFO may not be comparable to Normalized FFO and Normalized 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 than the Company does.
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.

 
27
    

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. At the time of acquisition, the Company classifies each facility as either stabilized or pre-stabilized. Circumstances that would result in an acquired facility being classified as pre-stabilized include 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 reclassified to stabilized upon maintaining consistent occupancy (85% for Skilled Nursing/Transitional Care and 90% for Senior Housing Facilities) but in no event beyond 24 months after the date of classification as pre-stabilized. Stabilized Facilities exclude facilities leased to the Company’s 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.


 
28
    


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