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8-K - 8-K - Sabra Health Care REIT, Inc.sbra8-k2014q4.htm
EX-99.1 - Q4 2014 EARNINGS RELEASE - Sabra Health Care REIT, Inc.sbraex9912014q4.htm


Exhibit 99.2
Supplemental Information
December 31, 2014
(Unaudited)
                                                                                      
        




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

Our actual results may differ materially from those projected or contemplated by our forward-looking statements as a result of various factors, including among others, the following: our dependence on Genesis Healthcare, Inc. (“Genesis”) and certain wholly owned subsidiaries of Holiday AL Holdings LP until we are able to further diversify our portfolio; our dependence on the operating success of our tenants; the significant amount of and our ability to service our indebtedness; covenants in our debt agreements that may restrict our ability to pay dividends, make investments, incur additional indebtedness and refinance indebtedness on favorable terms; increases in market interest rates; our ability to raise capital through equity and debt financings; the impact of required regulatory approvals of transfers of healthcare properties; the effect of increasing healthcare regulation and enforcement on our tenants and the dependence of our tenants on reimbursement from governmental and other third-party payors; the relatively illiquid nature of real estate investments; competitive conditions in our industry; the loss of key management personnel or other employees; the impact of litigation and rising insurance costs on the business of our tenants; the effect of our tenants declaring bankruptcy or becoming insolvent; uninsured or underinsured losses affecting our properties and the possibility of environmental compliance costs and liabilities; the ownership limits and anti-takeover defenses in our governing documents and Maryland law, which may restrict change of control or business combination opportunities; the impact of a failure or security breach of information technology in our operations; our ability to find replacement tenants and the impact of unforeseen costs in acquiring new properties; our ability to maintain our status as a REIT; compliance with REIT requirements and certain tax and tax regulatory matters related to our status as a REIT; and other factors discussed from time to time in our news releases, public statements and/or filings with the Securities and Exchange Commission (the “SEC”), especially the “Risk Factors” sections of our Annual and Quarterly Reports on Forms 10-K and 10-Q. We do not intend, and we undertake no obligation, to update any forward-looking information to reflect events or circumstances after the date of this supplement or to reflect the occurrence of unanticipated events, unless required by law to do so.
Note Regarding Non-GAAP Financial Measures
This supplement includes the following financial measures defined as non-GAAP financial measures by the SEC: funds from operations (“FFO”), Normalized FFO, Adjusted FFO (“AFFO”), Normalized AFFO, FFO per diluted common share, Normalized FFO per diluted common share, AFFO per diluted common share and Normalized AFFO per diluted common share. These measures may be different than non-GAAP financial measures used by other companies, and the presentation of these measures is not intended to be considered in isolation or as a substitute for financial information prepared and presented in accordance with U.S. generally accepted accounting principles. An explanation of these non-GAAP financial measures is included under “Reporting Definitions” in this supplement and reconciliations of these non-GAAP financial measures to the GAAP financial measures we consider most comparable are included under “Reconciliations of Funds from Operations (FFO), Normalized FFO, Adjusted Funds from Operations (AFFO) and Normalized AFFO” in this supplement.
Tenant and Borrower Information
This supplement includes information regarding certain of our tenants that lease properties from us and our borrowers, most of which are not subject to SEC reporting requirements. Genesis is subject to the reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to our tenants and borrowers that is provided in this supplement has been provided by the 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.

 

 
1



SABRA HEALTH CARE REIT, INC.
COMPANY FACT SHEET

Company Profile

Sabra Health Care REIT, Inc., a Maryland corporation (“Sabra,” the “Company” or “we”), operates as a self-administered, self-managed real estate investment trust (“REIT”) that, through its subsidiaries, owns and invests in real estate serving the healthcare industry. Sabra primarily generates revenues by leasing properties to tenants and operators throughout the United States.

As of December 31, 2014, Sabra’s investment portfolio included 160 real estate properties held for investment and leased to operators/tenants under triple-net lease agreements (consisting of (i) 103 Skilled Nursing/Transitional Care facilities, (ii) 55 Senior Housing facilities, and (iii) two Acute Care Hospitals), 14 investments in loans receivable (consisting of (i) four mortgage loans, (ii) three construction loans, (iii) two mezzanine loans, and (iv) five pre-development loans) and six preferred equity investments. Included in the 160 real estate properties held for investment is one 100% owned Senior Housing facility leased to a 50%/50% RIDEA-compliant joint venture tenant. As of December 31, 2014, Sabra’s real estate properties included 16,718 beds/units, spread across 34 states.

Objectives and Strategies

We expect to continue to grow our portfolio primarily through the acquisition of assisted living, independent living and memory care facilities and with a secondary focus on acquiring skilled nursing and 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 under development 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)

Market Facts
 
Credit Ratings (as of January 13, 2015)
Stock Information
 
Moody's:
 
(as of December 31, 2014)
 
  Unsecured Notes Rating
Ba3 (stable)
Closing Price (common stock):
$30.37
 
  Preferred Equity Rating
B2
52-Week range (common stock):
$31.34-$24.01
 
S&P:
 
Common Equity Market Capitalization:
$1.8 billion
 
Corporate Rating
BB- (stable)
Enterprise Value:
$3.0 billion
 
Unsecured notes/unsecured credit facility
BB
Outstanding Shares (common stock):
59.0 million
 
Preferred Equity Rating
B-
Ticker symbols:
 
 
Fitch:
 
Common Stock
SBRA
 
Corporate Rating
BB+
Preferred Stock
SBRAP
 
Unsecured notes/unsecured credit facility
BB+
Stock Exchange:
NASDAQ
 
Preferred Equity Rating
BB-

Portfolio Information
Investments
(as of December 31, 2014)
Investment in real estate properties
 
 
Real Estate Property Bed/Unit Count
 
Skilled Nursing/Transitional Care
103

 
Skilled Nursing/Transitional Care
11,336

Senior Housing
55

 
Senior Housing
5,258

Acute Care Hospitals
2

 
Acute Care Hospitals
124

Total Equity Investments
160

 
Total Beds/Units
16,718

 
 
 
 
 
Investments in loans receivable (1)
14

 
Total Number of States
34

Preferred Equity Investments (2)
6

 
 
 
Total Investments
180

 
Total Number of Relationships
29


(1) As of December 31, 2014, our investments in loans receivable related to investments secured directly or indirectly by 9 Skilled Nursing/Transitional Care facilities with 1,486 beds/units, 11 Senior Housing developments with 671 beds/units, one Acute Care Hospital with 84 beds, one Acute Care Hospital development with 54 beds and land for a future Senior Housing development.

(2) As of December 31, 2014, our Preferred Equity Investments related to investments in entities owning 5 Senior Housing developments with 488 beds/units and one Skilled Nursing/Transitional Care development with 140 beds/units.

See reporting definitions.
2
    



SABRA HEALTH CARE REIT, INC.
FINANCIAL HIGHLIGHTS
(dollars in thousands, except per share amounts)
 
Three Months Ended December 31,
 
Year Ended December 31,
 
2014
 
2013
 
2014
 
2013
Revenues
$
55,711

 
$
37,557

 
$
183,518

 
$
134,780

Net income attributable to common stockholders
19,690

 
10,439

 
36,710

 
25,749

FFO
30,241

 
18,994

 
76,128

 
59,030

Normalized FFO
31,977

 
18,994

 
103,312

 
69,901

AFFO
28,750

 
19,478

 
77,223

 
57,942

Normalized AFFO
30,486

 
19,478

 
99,837

 
67,954

Per share data:
 
 
 
 
 
 
 
Diluted EPS
$
0.35

 
$
0.27

 
$
0.78

 
$
0.68

Diluted FFO
0.54

 
0.49

 
1.62

 
1.55

Diluted Normalized FFO
0.57

 
0.49

 
2.20

 
1.84

Diluted AFFO
0.51

 
0.50

 
1.64

 
1.51

Diluted Normalized AFFO
0.54

 
0.50

 
2.12

 
1.77

 
 
 
 
 
 
 
 
Net cash flow from operations
14,098

 
12,888

 
85,337

 
62,099

 
December 31, 2014
 
December 31, 2013
 
 
 
 
Investment Portfolio
 
 
 
 
 
 
 
Total Investments in Real Estate Properties (#) (1)
160

 
121

 
 
 
 
Total Investments in Real Estate Properties, gross ($)
$
1,831,534

 
$
1,066,242

 
 
 
 
Total Beds/Units
16,718

 
12,468

 
 
 
 
Weighted Average Remaining Lease Term (in months)
129

 
131

 
 
 
 
Total Investments in Loans Receivable (#)
14

 
10

 
 
 
 
Total Investments in Loans Receivable, gross ($) (2)
$
235,584

 
$
177,592

 
 
 
 
Total Preferred Equity Investments (#)
6

 
2

 
 
 
 
Total Preferred Equity Investments, gross ($)
$
16,407

 
$
7,784

 
 
 
 
 
December 31, 2014
 
December 31, 2013
 
 
 
 
Debt
 
 
 
 
 
 
 
Book Value
 
 
 
 
 
 
 
Fixed Rate Debt
$
823,294

 
$
469,090

 
 
 
 
Variable Rate Debt (3)
268,000

 
222,140

 
 
 
 
Total Debt
$
1,091,294

 
$
691,230

 
 
 
 
 
 
 
 
 
 
 
 
Cash
(61,793
)
 
(4,308
)
 
 
 
 
Net Debt
$
1,029,501

 
$
686,922

 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Effective Interest Rate
 
 
 
 
 
 
 
Fixed Rate Debt
5.24
%
 
6.14
%
 
 
 
 
Variable Rate Debt
2.27
%
 
3.88
%
 
 
 
 
Total Debt
4.51
%
 
5.41
%
 
 
 
 
 
 
 
 
 
 
 
 
% of Total
 
 
 
 
 
 
 
Fixed Rate Debt
75.5
%
 
67.9
%
 
 
 
 
Variable Rate Debt (3)
24.5
%
 
32.1
%
 
 
 
 
Total Debt
100.0
%
 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
Availability Under Revolving Credit Facility:
$
382,000

 
$
135,126

 
 
 
 
Available Liquidity (4)
$
443,671

 
$
139,434

 
 
 
 








(1) Included in Equity Investments 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 December 31, 2014 consists of principal of $234.4 million plus capitalized origination fees of $1.2 million.
(3) Includes $200.0 million subject to a 2% LIBOR cap. Excluding this amount from variable rate debt equates to 6.2% 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.

See reporting definitions.
3
    



SABRA HEALTH CARE REIT, INC.
2015 OUTLOOK



 
 
Low
 
High
Net income attributable to common stockholders
 
$
1.19

 
$
1.24

Add:
 

 

Depreciation and amortization
 
1.00

 
1.00

 
 
 
 
 
FFO
 
$
2.19

 
$
2.24

 
 
 
 
 
FFO
 
$
2.19

 
$
2.24

Straight-line rental income adjustments
 
(0.37
)
 
(0.37
)
Stock-based compensation expense
 
0.14

 
0.14

Amortization of deferred financing costs
 
0.08

 
0.08

Acquisition pursuit costs
 
0.01

 
0.01

 
 
 
 
 
AFFO
 
$
2.05

 
$
2.10



The 2015 Outlook excludes the impact of any future acquisition activity. Except as otherwise noted above, the foregoing projections reflect management's view as of February 18, 2015 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.









See reporting definitions.
4
    



SABRA HEALTH CARE REIT, INC.
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share amounts)

 

 
Three Months Ended December 31,
 
Year Ended December 31,
 
2014
 
2013
 
2014
 
2013
Revenues:
 
 
 
 
 
 
 
Rental income
$
49,740

 
$
34,296

 
$
161,483

 
$
128,988

Interest and other income
5,971

 
3,261

 
22,035

 
5,792

 
 
 
 
 
 
 
 
Total revenues
55,711

 
37,557

 
183,518

 
134,780

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
Depreciation and amortization
14,465

 
8,555

 
43,332

 
33,281

Interest
14,290

 
10,576

 
46,958

 
40,460

General and administrative
9,334

 
5,227

 
29,339

 
16,423

 
 
 
 
 
 
 
 
Total expenses
38,089

 
24,358

 
119,629

 
90,164

 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
Loss on extinguishment of debt

 

 
(22,454
)
 
(10,101
)
Other income (expense)
700

 
(200
)
 
1,560

 
(800
)
Gain on sale of real estate
3,914

 

 
3,914

 

 
 
 
 
 
 
 
 
Total other income (expense)
4,614

 
(200
)
 
(16,980
)
 
(10,901
)
 
 
 
 
 
 
 
 
Net income
22,236

 
12,999

 
46,909

 
33,715

 
 
 
 
 
 
 
 
Net loss attributable to noncontrolling interests
14

 

 
43

 

Net income attributable to Sabra Health Care REIT, Inc.
22,250

 
12,999

 
46,952

 
33,715

 
 
 
 
 
 
 
 
Preferred stock dividends
(2,560
)
 
(2,560
)
 
(10,242
)
 
(7,966
)
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
$
19,690

 
$
10,439

 
$
36,710

 
$
25,749

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to common stockholders, per:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic common share
$
0.36

 
$
0.27

 
$
0.79

 
$
0.69

 
 
 
 
 
 
 
 
Diluted common share
$
0.35

 
$
0.27

 
$
0.78

 
$
0.68

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding, basic
55,232,721

 
38,050,301

 
46,351,544

 
37,514,637

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding, diluted
55,844,007

 
38,680,409

 
46,889,531

 
38,071,926

 
 
 
 
 
 
 
 





 


See reporting definitions.
5
    



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

 
 
December 31,
 
2014
 
2013
Assets
 
 
 
Real estate investments, net of accumulated depreciation of $185,994 and $151,078 as of December 31, 2014 and 2013, respectively
$
1,645,805

 
$
915,418

Loans receivable and other investments, net
251,583

 
185,293

Cash and cash equivalents
61,793

 
4,308

Restricted cash
7,024

 
5,352

Prepaid expenses, deferred financing costs and other assets
98,687

 
63,252

Total assets
$
2,064,892

 
$
1,173,623

 
 
 
 
Liabilities
 
 
 
Mortgage notes
$
124,022

 
$
141,328

Revolving credit facility
68,000

 
135,500

Term loan
200,000

 

Senior unsecured notes
699,272

 
414,402

Accounts payable and accrued liabilities
31,775

 
22,229

Total liabilities
1,123,069

 
713,459

 
 
 
 
Equity
 
 
 
Preferred stock, $.01 par value; 10,000,000 shares authorized, 5,750,000 shares issued and outstanding as of December 31, 2014 and 2013
58

 
58

Common stock, $.01 par value; 125,000,000 shares authorized, 59,047,001 and 38,788,745 shares issued and outstanding as of December 31, 2014 and 2013, respectively
590

 
388

Additional paid-in capital
1,053,601

 
534,639

Cumulative distributions in excess of net income
(110,841
)
 
(74,921
)
Accumulated other comprehensive loss
(1,542
)
 

Total Sabra Health Care REIT, Inc. stockholders' equity
941,866

 
460,164

Noncontrolling interests
(43
)
 

Total equity
941,823

 
460,164

Total liabilities and equity
$
2,064,892

 
$
1,173,623




 


See reporting definitions.
6
    



SABRA HEALTH CARE REIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
Year Ended December 31,
 
2014
 
2013
Cash flows from operating activities:
 
 

Net income
$
46,909

 
$
33,715

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

Depreciation and amortization
43,332

 
33,281

Non-cash interest income adjustments
325

 
79

Amortization of deferred financing costs
4,045

 
3,280

Stock-based compensation expense
9,851

 
7,819

Amortization of premium
(10
)
 
(671
)
Loss on extinguishment of debt
1,576

 
859

Straight-line rental income adjustments
(19,821
)
 
(14,709
)
Provision for doubtful accounts
600

 

Change in fair value of contingent consideration
(1,560
)
 
200

Write-off of straight-line rental income
2,994

 

Gain on sale of real estate
(3,914
)
 

Changes in operating assets and liabilities:
 
 


Prepaid expenses and other assets
(7,993
)
 
(3,459
)
Accounts payable and accrued liabilities
12,635

 
5,430

Restricted cash
(3,632
)
 
(3,725
)
Net cash provided by operating activities
85,337

 
62,099

Cash flows from investing activities:
 
 

Acquisitions of real estate
(771,479
)
 
(125,955
)
Origination and fundings of loans receivable
(66,397
)
 
(165,960
)
Preferred equity investments
(15,486
)
 
(7,038
)
Additions to real estate
(1,471
)
 
(764
)
Repayment of loans receivable
1,097

 

Net proceeds from sale of real estate
27,264

 
2,208

Net cash used in investing activities
(826,472
)
 
(297,509
)
Cash flows from financing activities:
 
 

Proceeds from issuance of senior unsecured notes
499,250

 
200,000

Principal payments on senior unsecured notes
(211,250
)
 
(113,750
)
Net proceeds (repayments) from revolving credit facility
132,500

 
43,000

Proceeds from mortgage notes
57,703

 

Principal payments on mortgage notes
(89,110
)
 
(10,994
)
Payments of deferred financing costs
(19,131
)
 
(8,954
)
Payment of contingent consideration

 
(1,300
)
Issuance of preferred stock

 
138,249

Issuance of common stock
510,147

 
34,517

Dividends paid on common and preferred stock
(81,489
)
 
(58,151
)
Net cash provided by financing activities
798,620

 
222,617


 
 
 
Net increase (decrease) in cash and cash equivalents
57,485

 
(12,793
)
Cash and cash equivalents, beginning of period
4,308

 
17,101


 
 
 
Cash and cash equivalents, end of period
$
61,793

 
$
4,308

Supplemental disclosure of cash flow information:
 
 

Interest paid
$
34,468

 
$
38,541

 
 
 
 
Supplemental disclosure of non-cash transactions:
 
 
 
Assumption of mortgage indebtedness
$
14,102

 
$

Decrease in preferred equity investment/increase in loans receivable
$
6,949

 
$

Decrease in loans receivables/increase in real estate
$
16,832

 
$


See reporting definitions.
7
    



SABRA HEALTH CARE REIT, INC.
RECONCILIATIONS OF FUNDS FROM OPERATIONS (FFO), NORMALIZED FFO,
ADJUSTED FUNDS FROM OPERATIONS (AFFO) AND NORMALIZED AFFO
(dollars in thousands, except per share amounts)
 
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2014
 
2013
 
2014
 
2013
Net income attributable to common stockholders
 
$
19,690

 
$
10,439

 
$
36,710

 
$
25,749

Add:
 
 
 
 
 
 
 
 
Depreciation of real estate assets
 
14,465

 
8,555

 
43,332

 
33,281

Gain on sale of real estate
 
(3,914
)
 

 
(3,914
)
 

Funds from Operations (FFO)
 
$
30,241

 
$
18,994

 
$
76,128

 
$
59,030

 
 
 
 
 
 
 
 
 
Nonrecurring facility operating expenses
 
1,736

 

 
1,736

 

Loss on extinguishment of debt
 

 

 
22,454

 
10,101

Write-off of straight-line rental income
 

 

 
2,994

 

Additional interest on 2018 Notes
 

 

 

 
770

Normalized FFO
 
$
31,977

 
$
18,994

 
$
103,312

 
$
69,901

 
 
 
 
 
 
 
 
 
FFO
 
$
30,241

 
$
18,994

 
$
76,128

 
$
59,030

Acquisition pursuit costs
 
478

 
748

 
3,095

 
1,455

Stock-based compensation expense
 
3,514

 
2,610

 
9,851

 
7,819

Straight line rental income
 
(6,747
)
 
(3,873
)
 
(19,821
)
 
(14,709
)
Amortization of deferred financing costs
 
1,233

 
885

 
4,045

 
3,280

Amortization of debt premium and discounts
 
23

 
(136
)
 
(10
)
 
(671
)
Change in fair value of contingent consideration
 
(700
)
 
200

 
(1,560
)
 
800

Non-cash portion of loss on extinguishment of debt
 

 

 
1,576

 
859

Non-cash interest income adjustments
 
108

 
50

 
325

 
79

Straight-line rental income provision
 
600

 

 
600

 

Write-off of straight-line rental income
 

 

 
2,994

 

Adjusted Funds from Operations (AFFO)
 
$
28,750

 
$
19,478

 
$
77,223

 
$
57,942

 
 
 
 
 
 
 
 
 
Nonrecurring facility operating expenses
 
1,736

 

 
1,736

 

Cash portion of loss on extinguishment of debt
 

 

 
20,878

 
9,242

Additional interest on 2018 Notes
 

 

 

 
770

Normalized AFFO
 
$
30,486

 
$
19,478

 
$
99,837

 
$
67,954

 
 
 
 
 
 
 
 
 
Amounts per diluted common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
 
$
0.35

 
$
0.27

 
$
0.78

 
$
0.68

 
 
 
 
 
 
 
 
 
FFO
 
$
0.54

 
$
0.49

 
$
1.62

 
$
1.55

 
 
 
 
 
 
 
 
 
Normalized FFO
 
$
0.57

 
$
0.49

 
$
2.20

 
$
1.84

 
 
 
 
 
 
 
 
 
AFFO
 
$
0.51

 
$
0.50

 
$
1.64

 
$
1.51

 
 
 
 
 
 
 
 
 
Normalized AFFO
 
$
0.54

 
$
0.50

 
$
2.12

 
$
1.77

 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding, diluted:
 
 
 
 
 
 
 
 
Net income, FFO and Normalized FFO
 
55,844,007

 
38,680,409

 
46,889,531

 
38,071,926

AFFO and Normalized AFFO
 
56,002,777

 
38,882,963

 
47,147,722

 
38,364,727

 
 
 
 
 
 
 
 
 
 


See reporting definitions.
8
    



SABRA HEALTH CARE REIT, INC.
CAPITALIZATION
(dollars in thousands, except per share amounts)
Debt
December 31,
 
2014
 
2013
Mortgage notes
$
124,022

 
$
141,328

Revolving credit facility
68,000

 
135,500

Term loan
200,000

 

Senior unsecured notes
699,272

 
414,402

 
 
 
 
Total debt
$
1,091,294

 
$
691,230

Revolving Credit Facility
December 31,
 
2014
 
2013
Credit facility availability
$
382,000

 
$
135,126

Credit facility capacity
450,000

 
375,000

Enterprise Value
 
 
 
 
 
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

 
 
 
 
 
 
As of December 31, 2013
Shares Outstanding
 
Price
 
Value
Common stock
38,788,745

 
$
26.14

 
$
1,013,938

Preferred stock
5,750,000

 
23.75

 
136,563

Total debt
 
 
 
 
691,230

Cash and cash equivalents
 
 
 
 
(4,308
)
 
 
 
 
 
 
Total Enterprise Value
 
 
 
 
$
1,837,423

 

At-the-Market Common Stock Offering Programs
 
 
 
 
 
 
Three Months Ended
December 31, 2014
 
Cumulative as of December 31, 2014
Shares Issued
 
4,378,996

 
6,398,137

Net Proceeds
 
$
121,002

 
$
175,124

Weighted Average Price Per Share
 
$
28.20

 
$
27.92

Common Stock and Equivalents
 
 
 
 
 
 
 
 
 
 
Weighted Average Common Shares
 
 
Three Months Ended December 31, 2014
 
Year Ended December 31, 2014
 
 
EPS, FFO & Normalized FFO
 
AFFO & Normalized AFFO
 
EPS, FFO & Normalized FFO
 
AFFO & Normalized AFFO
Common stock
 
55,209,944

 
55,209,944

 
46,329,066

 
46,329,066

Common equivalents
 
22,777

 
22,777

 
22,478

 
22,478

 
 
 
 
 
 
 
 
 
Basic common and common equivalents
 
55,232,721

 
55,232,721

 
46,351,544

 
46,351,544

Dilutive securities:
 
 
 
 
 
 
 
 
Restricted stock and units
 
611,286

 
770,056

 
533,674

 
791,261

Options
 

 

 
4,313

 
4,917

 
 
 
 
 
 
 
 
 
Diluted common and common equivalents
 
55,844,007

 
56,002,777

 
46,889,531

 
47,147,722

 
 
 
 
 
 
 
 
 

See reporting definitions.
9
    



SABRA HEALTH CARE REIT, INC.
INDEBTEDNESS
December 31, 2014
(dollars in thousands)
 
Principal
 
Weighted Average Effective Interest Rate(1)
 
% of Total
Fixed rate debt
 
 
 
 
 
Secured mortgage debt 
$
124,022

  
3.96
%
 
11.4
%
Unsecured senior notes (2)
699,272

  
5.47
%
 
64.1
%
Total fixed rate debt
823,294

  
5.24
%
 
75.5
%
Variable rate debt
 
 
 
 
 
Revolving credit facility (3)
68,000

  
2.27
%
 
6.2
%
Term loan (4)
200,000

 
2.27
%
 
18.3
%
Total variable rate debt
268,000

  
2.27
%
 
24.5
%
Total debt
$
1,091,294

  
4.51
%
 
100.0
%
 
 
 
 
 
 
Secured debt
 
 
 
 
 
Secured mortgage debt
$
124,022

  
3.96
%
 
11.4
%
Unsecured debt
 
 
 
 
 
Unsecured senior notes (2)
699,272

  
5.47
%
 
64.1
%
Revolving credit facility(3)
68,000

 
2.27
%
 
6.2
%
Term loan (4)
200,000

 
2.27
%
 
18.3
%
Total unsecured debt
967,272

  
4.58
%
 
88.6
%
 
 
 
 
 
 
Total debt
$
1,091,294

  
4.51
%
 
100.0
%
(1) Weighted average effective rate includes private mortgage insurance.
(2) Unsecured senior notes includes $0.7 million of notes discount.
(3) Borrowings under the revolving credit facility bear interest on the outstanding principal amount at a rate equal to, at our option, LIBOR plus 2.00% - 2.60% or a Base Rate plus 1.00% - 2.60%. The actual interest rate within the applicable range was determined based on our then-applicable Consolidated Leverage Ratio (as defined in the credit agreement relating to the revolving credit facility).
(4) Term loan subject to a 2% LIBOR cap.
 
Maturities
 
Secured Mortgage Debt
 
Unsecured Senior Notes
 
Revolving Credit Facility and Term Loan (2)
  
Total
 
Principal
 
Rate (1)
 
Principal
 
Rate (1)
 
Principal
 
Rate (1)
  
Principal
 
Rate
2015
$
2,823

 
3.54
%
 
$

 

  
$

 

  
$
2,823

 
3.54
%
2016
2,917

 
3.55
%
 

 

  

 

  
2,917

 
3.55
%
2017
3,013

 
3.56
%
 

 

  

 

  
3,013

 
3.56
%
2018
3,114

 
3.56
%
 

 

  
268,000

 
2.27
%
  
271,114

 
2.28
%
2019
3,218

 
3.57
%
 

 

  

 

  
3,218

 
3.57
%
2020
3,325

 
3.58
%
 

 

  

 

  
3,325

 
3.58
%
2021
3,437

 
3.59
%
 
500,000

 
5.50
%
  

 

  
503,437

 
5.49
%
2022
3,552

 
3.60
%
 

 

 

 

  
3,552

 
3.60
%
2023
3,672

 
3.61
%
 
200,000

 
5.38
%
  

 

  
203,672

 
5.35
%
2024
3,796

 
3.62
%
 

 

  

 

  
3,796

 
3.62
%
Thereafter
91,155

 
3.86
%
 

 

  

 

  
91,155

 
3.86
%
 
124,022

 
 
 
700,000

 
 
 
268,000

 
 
  
1,092,022

 
 
Discount

 
 
 
(728
)
 
 
 

 
 
  
(728
)
 
 
Total debt
$
124,022

 
 
 
$
699,272

 
 
 
$
268,000

 
 
  
$
1,091,294

 
 
Weighted average maturity in years
28.2

 
 
 
6.8

 
 
 
3.7

 
 
  
8.4

 
 
Weighted average effective interest rate (3)
3.96
%
 
 
 
5.47
%
 
 
 
2.27
%
 
 
  
4.51
%
 
 

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

See reporting definitions.
10
    



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

 
 
 
 
 
 
 
 
Pro forma December 31, 2014 (2) 
 
December 31, 2014
 
December 31, 2013
 
 
 
 
 
 
Net Debt to Adjusted EBITDA (3)
5.08x

 
5.09x

 
4.74x

Interest Coverage
4.29x

 
4.29x

 
3.85x

Fixed Charge Coverage Ratio
3.34x

 
3.28x

 
2.76x

Total Debt/Asset Value
43
%
 
43
%
 
52
%
Secured Debt/Asset Value
5
%
 
5
%
 
17
%
Unencumbered Assets/Unsecured Debt
246
%
 
246
%
 
163
%
 
 
 
 
 
 
Cost of Debt (4)
4.66
%
 
4.66
%
 
5.96
%



In January 2015, S&P increased our credit rating to “BB” from “BB-.” During the fourth quarter of 2014, Fitch Ratings initiated credit ratings coverage on Sabra and gave us a credit rating of “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) Pro forma information assumes that (i) the investment activity during and after the quarter ended December 31, 2014 as described on pages 15, 20-22 of this Supplement, (ii) the financing activity during the quarter ended December 31, 2014, (iii) the partial repayment of our revolving credit facility with available cash and (iv) the disposition of three skilled nursing/transitional care facilities were completed as of October 1, 2014.
(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.
(4) Excludes revolving credit facility balance which had an interest rate of 2.27% and 3.17% as of December 31, 2014 and 2013, respectively.  


See reporting definitions.
11
    



SABRA HEALTH CARE REIT, INC.
PORTFOLIO SUMMARY
December 31, 2014
(dollars in thousands)
Total Property Portfolio
 
 
 
 
 
 
GAAP Rental Income (1)
 
Number of
Beds/Units
 
 
Number of
Properties
 
 
 
Three Months Ended December 31,
 
Real Estate Investments
 
 
Investment
 
2014
 
2013
 
Skilled Nursing/Transitional Care
 
103

 
$
851,252

 
$
29,144

 
$
26,223

 
11,336

Senior Housing
 
55

 
804,475

 
15,895

 
3,847

 
5,258

Acute Care Hospitals
 
2

 
175,807

 
4,702

 
4,226

 
124

Total 
 
160

 
$
1,831,534

 
$
49,741

 
$
34,296

 
16,718

 
 
 
 


 
 
 
 
 
 
 
 
Coverage
 
 
 
 
 
 
 
 
 
 
EBITDAR (2)
 
EBITDARM (2)
 
Occupancy Percentage (2)
 
Skilled Mix (2)
 
 
Twelve Months Ended December 31,
Facility Type
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
Skilled Nursing/Transitional Care
 
1.21x
 
1.33x
 
1.58x
 
1.72x
 
88.1
%
 
88.2
%
 
37.5
%
 
37.8
%
Senior Housing
 
1.25x
 
1.03x
 
1.45x
 
1.23x
 
90.3
%
 
87.9
%
 
N/A

 
N/A

 
 
Twelve Months Ended December 31,
Fixed Charge Coverage Ratio (3)
 
2014
 
2013
Genesis Healthcare, Inc.
 
1.26x
 
1.22x
Tenet Health Care Corporation
 
2.11x
 
N/A
Holiday AL Holdings LP
 
1.24x
 
N/A

Same Store Property Portfolio (4) 
 
 
 
 
Cash Rent
 
 
 
 
Three Months Ended December 31,
Facility Type
 
Number of
Properties
 
2014
 
2013
Skilled Nursing/Transitional Care
 
87

 
$
22,748

 
$
22,248

Senior Housing
 
21

 
3,313

 
3,224


 
 
Coverage
 
 
 
 
 
 
 
 
 
 
EBITDAR (2)
 
EBITDARM (2)
 
Occupancy Percentage (2)
 
Skilled Mix (2)
 
 
Twelve Months Ended December 31,
Facility Type
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
 
2014
 
2013
Skilled Nursing/Transitional Care
 
1.24x
 
1.33x
 
1.59x
 
1.72x
 
88.1
%
 
88.2
%
 
37.2
%
 
37.8
%
Senior Housing
 
1.20x
 
1.03x
 
1.41x
 
1.23x
 
88.3
%
 
87.9
%
 
N/A
 
N/A


(1) Rental income includes $6.7 million and $3.9 million of straight-line rental income adjustments for the three months ended December 31, 2014 and December 31, 2013, respectively and does not include income from RIDEA-compliant joint ventures.
(2) Occupancy percentage, skilled mix, EBITDARM, EBITDAR and related coverages (collectively, “Facility Statistics”) are only included in periods subsequent to our acquisition of the facilities for facilities with new tenants/operators and include only Stabilized Facilities acquired before the three months ended December 31, 2014. In addition, Facility Statistics exclude the impact of strategic disposition candidates and facilities leased to RIDEA-compliant joint venture tenants. EBITDARM Coverage and EBITDAR Coverage excludes tenants with significant corporate guarantees. All Facility Statistics are presented one quarter in arrears.
(3) Fixed Charge Coverage Ratio is presented one quarter in arrears for tenants with significant corporate guarantees. See Reporting Definitions for definition of Fixed Charge Coverage Ratio.
(4) Same Store Facility Statistics consist of Stabilized Facilities held or acquired before October 1, 2013.

See reporting definitions.
12
    






SABRA HEALTH CARE REIT, INC.
PORTFOLIO SUMMARY (CONTINUED)
December 31, 2014
(dollars in thousands)
Loans Receivable and Other Investments
Loan Type
Number of Loans
 
Facility Type
 
Principal Balance as of December 31, 2014
 
Book Value as of December 31, 2014
 
Weighted Average Contractual Interest Rate
 
Weighted Average Annualized Effective Interest Rate
 
Interest Income Three Months Ended December 31, 2014
Maturity Date
Mortgage
4

 
Skilled Nursing / Senior Housing / Acute Care Hospital
 
$
144,033

 
$
144,383

 
8.3
%
 
8.2
%
 
$
2,972

10/13/15 - 1/31/18
Construction
3

 
Acute Care Hospital / Senior Housing
 
65,242

 
65,525

 
7.5
%
 
7.4
%
 
1,201

9/30/16 - 10/31/18
Mezzanine
2

 
Skilled Nursing / Senior Housing
 
21,432

 
21,491

 
11.3
%
 
11.1
%
 
597

6/27/15 - 8/31/17
Pre-development
5

 
Senior Housing
 
3,652

 
3,777

 
9.0
%
 
7.8
%
 
67

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

 
 
 
$
234,359

 
$
235,176

 
8.3
%
 
8.2
%
 
$
4,837

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Other Investment Type
 
Number of Investments
 
Facility Type
 
Total Funding Commitments
 
Amount Funded
 as of
December 31, 2014
 
Book Value as of
December 31, 2014
 
Rate of Return
 
Other Income
Three Months Ended
December 31, 2014
Preferred Equity
 
6
 
Skilled Nursing/Senior Housing
 
$
16,225

 
$
15,301

 
$
16,407

 
12.5
%
 
$
405




                                          






See reporting definitions.
13
    



SABRA HEALTH CARE REIT, INC.
INVESTMENT ACTIVITY
For the Twelve Months Ended December 31, 2014
(dollars in thousands)
 
Investment Date
 
Facility Type
 
Number of Properties
 
Beds/Units
 
2014 Amounts Invested
 
Rate of Return/Initial Cash Yield
Real Estate
 
 
 
 
 
 
 
 
 
 
 
Nye Portfolio (1)
02/14/14
 
Senior Housing / Skilled Nursing
 
6

 
673

 
$
90,000

 
7.8
%
Chai Portfolio (2)
03/05/14
 
Skilled Nursing
 
2

 
254

 
18,650

 
9.5
%
Leo Brown Group - Park Place
04/30/14
 
Senior Housing
 
1

 
140

 
23,840

 
7.4
%
Holiday Portfolio
09/25/14
 
Senior Housing
 
21

 
2,850

 
550,000

 
5.5
%
Avalon Portfolio
09/29/14
 
Senior Housing
 
4

 
115

 
25,900

 
7.8
%
Rosecastle Portfolio (3)
10/01/14
 
Senior Housing
 
3

 
256

 
27,590

 
9.7
%
Tudor Heights (4)
10/14/14
 
Senior Housing
 
1

 
64

 
5,600

 
8.0% - 9.0%

Onion Creek (5)
10/21/14
 
Skilled Nursing
 
1

 
125

 
3,000

 
9.0
%
Vision Portfolio
10/29/14
 
Skilled Nursing
 
3

 
171

 
41,000

 
8.5
%
Other
Various
 
Senior Housing/Skilled Nursing
 
N/A

 
N/A

 
1,460

 
9.0
%
Total Investments in Real Estate
 
 
 
 
 
 
 
 
787,040

 
6.3
%
Preferred Equity
 
 
 
 
 
 
 
 
 
 
 
New Dawn - Colorado Springs
04/30/14
 
Senior Housing
 
1

 
48

 
1,724

 
12.0
%
Meridian - Shavano Park
05/14/14
 
Senior Housing
 
1

 
89

 
2,980

 
15.0
%
Leo Brown Group - Traditions at Beaumont
06/25/14
 
Senior Housing
 
1

 
130

 
2,400

 
12.0
%
Titan - New Braunfels
07/07/14
 
Senior Housing
 
1

 
113

 
4,540

 
10.0
%
Leo Brown Group - Traditions at Beavercreek
11/05/14
 
Senior Housing
 
1

 
108

 
1,305

 
12.0
%
Meridian - Park Manor
11/17/14
 
Skilled Nursing
 
1

 
140

 
2,352

 
15.0
%
Total Preferred Equity Investments
 
 
 
 
 
 
 
 
15,301

 
12.9
%
Loans Receivable
 
 
 
 
 
 
 
 
 
 
 
First Phoenix - Weston II
01/28/14
 
Senior Housing
 
1

 
32

 
383

 
9.0
%
First Phoenix - Aurora
05/08/14
 
Senior Housing
 
1

 
50

 
777

 
9.0
%
Meridian Mezzanine Loan (6)
08/15/14
 
Senior Housing/Skilled Nursing
 
3

 
321

 
8,551

 
11.0
%
First Phoenix - Glenwood Springs
09/09/14
 
Senior Housing
 
1

 
84

 
800

 
9.0
%
Celebration Senior Living
10/14/14
 
Senior Housing
 
1

 
225

 
4,500

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

 
54

 
47,163

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

 
48

 
2,147

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

 
48

 
1,655

 
10.0
%
First Phoenix - Weston
11/07/13
 
Skilled Nursing
 
1

 
85

 
250

 
9.0
%
Total Investments in Loans Receivable
 
 
 
 
 
 
 
 
66,226

 
8.1
%
All Investments
 
 
 
 
 
 
 
 
$
868,567

 
6.6
%
(1) In connection with the acquisition we may pay an earn-out based on incremental portfolio value created through the improvement of current operations as well as through expansion and conversion projects. We estimated a contingent consideration liability of $3.2 million at the time of purchase, which is excluded from the total commitment and investment amount as of December 31, 2014.
(2) Gross investment of $24.5 million; $5.8 million used to partially repay the Chai Mezzanine Loan.
(3) The tenant is pursuing a turnaround opportunity for the Rosecastle Portfolio and accordingly we have obtained a limited revenue participation right in the early years of the new lease in exchange for our flexibility on the initial rental rate. Upon the completion of the turnaround, the cash rent yield is anticipated to be 9.7%.
(4) The tenant is pursuing a turnaround opportunity for Tudor Heights and accordingly we have obtained a limited revenue participation right in the third year of the new lease in exchange for our flexibility on the initial rental rate. We have also committed to funding up to $1.2 million for the renovation of the facility and following the renovation, the rent will be reestablished based on the then-appraised value of the property and a lease rate between 8% and 9%, with such rent increasing annually thereafter by the greater of (i) the change in the Consumer Price Index and (ii) 3.0%.
(5) Gross Investment of $14.0 million; $11.0 million used to repay Onion Creek Mortgage Loan.
(6) Gross Investment of $15.5 million; $6.9 million used to repay Bee Cave Preferred Equity investments.

See reporting definitions.
14
    



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


Annualized Revenue Concentration

 
                          
Annualized Revenue by Asset Class

Annualized Tenant/Borrower Revenue Concentration (2) 

                     


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

See reporting definitions.
15
    




SABRA HEALTH CARE REIT, INC.
REAL ESTATE PORTFOLIO GEOGRAPHIC CONCENTRATIONS
December 31, 2014

Property Type  
 
 
Skilled Nursing/Transitional Care
  
Senior Housing
  
Acute Care Hospitals
 
Total
 
% of Total
Texas
 
7

 
9

 
2

 
18

 
11.3
%
New Hampshire
 
14

 
2

 

 
16

 
10.0

Kentucky
 
13

 
2

 

 
15

 
9.4

Florida
 
6

 
5

 

 
11

 
6.9

Connecticut
 
9

 
2

 

 
11

 
6.9

Michigan
 

 
10

 

 
10

 
6.3

Ohio
 
8

 

 

 
8

 
5.0

Oklahoma
 
6

 
1

 

 
7

 
4.4

Nebraska
 
4

 
2

 

 
6

 
3.8

California
 
3

 
1

 

 
4

 
2.5

Other (24 states)
 
33

 
21

 

 
54

 
33.5

 
 
 
 
 
 
 
 
 
 
 
Total
 
103

 
55

 
2

 
160

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
% of Total Properties
 
64.4
%
 
34.4
%
 
1.2
%
 
100.0
%
 
 
 
Distribution of Beds/Units
 
 
Total Number of
Properties
 
Bed/Unit Type
 
 
 
 
 
 
Skilled Nursing/Transitional Care
 
Senior Housing
  
Acute Care Hospitals
 
Total
 
% of Total
Texas
 
18

 
845

 
794

 
124

 
1,763

 
10.5
%
New Hampshire
 
16

 
1,470

 
203

 

 
1,673

 
10.0

Connecticut
 
11

 
1,350

 
140

 

 
1,490

 
8.9

Florida
 
11

 
767

 
618

 

 
1,385

 
8.3

Kentucky
 
15

 
1,020

 
128

 

 
1,148

 
6.9

Ohio
 
8

 
897

 

 

 
897

 
5.4

Nebraska
 
6

 
380

 
291

 

 
671

 
4.0

Oklahoma
 
7

 
496

 
83

 

 
579

 
3.5

Michigan
 
10

 

 
571

 

 
571

 
3.4

Colorado
 
4

 
509

 
48

 

 
557

 
3.3

Other (24 states)
 
54

 
3,602

 
2,382

 

 
5,984

 
35.8

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
160

 
11,336

 
5,258

 
124

 
16,718

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
% of Total beds/units
 
 
 
67.8
%
 
31.5
%
 
0.7
%
 
100.0
%
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 

 


See reporting definitions.
16
    



SABRA HEALTH CARE REIT, INC.
REAL ESTATE PORTFOLIO GEOGRAPHIC CONCENTRATIONS
December 31, 2014
(dollars in thousands)
 
 
Investment
 
 
Total Number of Properties
 
Skilled Nursing/Transitional Care
 
Senior Housing
 
Acute Care Hospitals
 
Total
 
% of Total
Texas
 
18

 
$
79,508

 
$
167,084

 
$
175,807

 
$
422,399

 
23.1
%
Connecticut
 
11

 
116,587

 
29,174

 

 
145,761

 
8.0

Florida
 
11

 
39,503

 
92,707

 

 
132,210

 
7.2

Delaware
 
4

 
95,780

 

 

 
95,780

 
5.2

Nebraska
 
6

 
63,088

 
28,296

 

 
91,384

 
5.0

New Hampshire
 
16

 
75,563

 
12,492

 

 
88,055

 
4.8

North Carolina
 
3

 
9,538

 
67,272

 

 
76,810

 
4.2

Michigan
 
10

 

 
74,013

 

 
74,013

 
4.0

Kentucky
 
15

 
57,238

 
9,621

 

 
66,859

 
3.7

Oklahoma
 
7

 
57,309

 
5,641

 

 
62,950

 
3.4

Other (24 states)
 
59

 
257,138

 
318,175

 

 
575,313

 
31.4

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
160

 
$
851,252

 
$
804,475

 
$
175,807

 
$
1,831,534

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
% of Total Properties
 
 
 
46.5
%
 
43.9
%
 
9.6
%
 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 


See reporting definitions.
17
    



SABRA HEALTH CARE REIT, INC.
PORTFOLIO LEASE EXPIRATIONS (1) 
December 31, 2014
(dollars in thousands)

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

 
27

 
30

 
12

 

 
9

 
4

 
20

 
103

Beds/Units
120

 
3,025

 
3,508

 
869

 

 
1,036

 
575

 
2,203

 
11,336

Annualized Revenues
$
850

 
$
27,061

 
$
30,814

 
$
10,302

 
$

 
$
13,533

 
$
5,141

 
$
28,618

 
$
116,319

Senior Housing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Properties

 
2

 
3

 
13

 

 
9

 
1

 
26

 
54

Beds/Units

 
251

 
197

 
747

 

 
662

 
114

 
3,227

 
5,198

Annualized Revenues

 
1,974

 
1,501

 
8,975

 

 
7,075

 
837

 
43,350

 
63,712

Acute Care Hospitals
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Properties

 

 

 

 

 

 

 
2

 
2

Beds/Units

 

 

 

 

 

 

 
124

 
124

Annualized Revenues

 

 

 

 

 

 

 
18,809

 
18,809

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Properties
1

 
29

 
33

 
25

 

 
18

 
5

 
48

 
159

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Beds/Units
120

 
3,276

 
3,705

 
1,616

 

 
1,698

 
689

 
5,554

 
16,658

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Annualized Revenues
$
850

 
$
29,035

 
$
32,315

 
$
19,277

 
$

 
$
20,608

 
$
5,978

 
$
90,777

 
$
198,840

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
% of Revenue
0.4
%
 
14.6
%
 
16.3
%
 
9.7
%
 

 
10.4
%
 
3.0
%
 
45.6
%
 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


























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

See reporting definitions.
18
    



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


• Investment Date:
 
November 5, 2014
 
 
 
• Invested Amount:
 
$1.3 million
 
 
 
• Investment Type:
 
Preferred Equity
 
 
 
• Property Type:
 
Senior Housing
 
 
 
• Location:
 
Ohio
 
 
 
• Available Beds/Units:
 
108 (18 independent living units, 60 assisted living units, and 30 dementia care units)
 
 
 
• Annualized GAAP Income:
 
$0.2 million
 
 
 
• Rate of Return:
 
12.0%











See reporting definitions.
19
    



SABRA HEALTH CARE REIT, INC.
RECENT INVESTMENT ACTIVITY

Park Manor Preferred Equity - Meridian
 

• Investment Date:
 
November 17, 2014
 
 
 
• Commitment Amount:
 
$3.0 million
 
 
 
• Investment Amount:
 
$2.4 million
 
 
 
• Investment Type:
 
Preferred Equity
 
 
 
• Property Type:
 
Skilled Nursing/Transitional Care
 
 
 
• Location:
 
Texas
 
 
 
• Available Beds/Units:
 
140
 
 
 
• Annualized GAAP Income:
 
$0.4 million
 
 
 
• Rate of Return:
 
15.0%













See reporting definitions.
20
    



SABRA HEALTH CARE REIT, INC.
RECENT INVESTMENT ACTIVITY

Marshfield II - Stoney River
 



• Investment Date:
 
January 20, 2015
 
 
 
• Investment Amount:
 
$4.3 million (1)
 
 
 
• Investment Type:
 
Mortgage Loan
 
 
 
• Property Type:
 
Senior Housing
 
 
 
• Location:
 
Wisconsin
 
 
 
• Available Beds/Units:
 
24
 
 
 
• Annualized GAAP Income:
 
$0.4 million
 
 
 
• Rate of Return:
 
9.0%









(5) Gross Investment of $4.7 million; $0.4 million used to repay Marshfield II Pre-development Loan.

See reporting definitions.
21
    



SABRA HEALTH CARE REIT, INC.
RECENT INVESTMENT ACTIVITY — PRO FORMA INFORMATION
(dollars in thousands, except per share amounts)

Note: The following pro forma information assumes that (i) the investment activity during and after the quarter ended December 31, 2014 as described on pages 15 and 20-22 of this Supplement, (ii) the financing activity during the quarter ended December 31, 2014, (iii) the partial repayment of our revolving credit facility with available cash and (iv) the disposition of three Skilled Nursing/Transitional Care facilities were completed as of October 1, 2014.
 
Three Months Ended December 31, 2014
 
Adjustments
 
Pro Forma Three Months Ended December 31, 2014
 
 
Investing
 
Financing
 
Total revenues
$
55,711

 
$
(94
)
 
$

 
$
55,617

 
 
 
 
 
 
 
 
Total expenses
38,089

 
133

 
(519
)
 
37,703

 
 
 
 
 
 
 
 
Total other income (expense)
4,614

 
(3,914
)
 

 
700

 
 
 
 
 
 
 
 
Net income
22,236

 
(4,141
)
 
519

 
18,614

 
 
 
 
 
 
 
 
Net loss attributable to noncontrolling interests
14

 

 

 
14

 
 
 
 
 
 
 
 
Net income attributable to Sabra Health Care REIT, Inc.
22,250

 
(4,141
)
 
519

 
18,628

 
 
 
 
 
 
 
 
Preferred stock dividends
(2,560
)
 

 

 
(2,560
)
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
$
19,690

 
$
(4,141
)
 
$
519

 
$
16,068

Add:
 
 
 
 
 
 
 
Depreciation of real estate assets
14,465

 
133

 

 
14,598

Gain on Sale
(3,914
)
 
3,914

 

 

 
 

 
 
 
 
 
 
Funds from Operations (FFO)
$
30,241

 
$
(94
)
 
$
519

 
$
30,666

 
 
 
 
 
 
 
 
Normalizing Items
1,736

 

 

 
1,736

Normalized FFO
$
31,977

 
$
(94
)
 
$
519

 
$
32,402

FFO
$
30,241

 
$
(94
)
 
$
519

 
$
30,666

Acquisition pursuit costs
478

 

 

 
478

Stock-based compensation
3,514

 

 

 
3,514

Straight-line rental income adjustments
(6,747
)
 
(66
)
 

 
(6,813
)
Amortization of deferred financing costs
1,233

 

 
27

 
1,260

Amortization of debt premium and discounts
23

 

 
25

 
48

Change in fair value of contingent consideration
(700
)
 

 

 
(700
)
Straight-line rental income provision
600

 

 

 
600

Non-cash interest income adjustments
108

 

 

 
108

Adjusted Funds from Operations (AFFO)
$
28,750

 
$
(160
)
 
$
571

 
$
29,161

 
 
 
 
 
 
 
 
Normalizing Items
1,736

 

 

 
1,736

Normalized AFFO
$
30,486

 
$
(160
)
 
$
571

 
$
30,897

 
 
 
 
 
 
 
 
Amounts per diluted common share:
 
 
 
 
 
 
 
Net income attributable to common stockholders
$
0.35

 
 
 
 
 
$
0.27

 
 
 
 
 
 
 
 
FFO
$
0.54

 
 
 
 
 
$
0.52

 
 
 
 
 
 
 
 
Normalized FFO
$
0.57

 
 
 
 
 
$
0.54

 
 
 
 
 
 
 
 
AFFO
$
0.51

 
 
 
 
 
$
0.49

 
 
 
 
 
 
 
 
Normalized AFFO
$
0.54

 
 
 
 
 
$
0.52

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding, diluted:
 
 
 
 
 
 
 
Net income, FFO and Normalized FFO
55,844,007

 
 
 
3,665,029

 
59,509,036

AFFO and Normalized AFFO
56,002,777

 
 
 
3,665,029

 
59,667,806

 
 
 
 
 
 
 
 

See reporting definitions.
22
    

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 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. 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 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. 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 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. 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 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. 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

 
23

SABRA HEALTH CARE REIT, INC.
REPORTING DEFINITIONS

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

 
24

SABRA HEALTH CARE REIT, INC.
REPORTING DEFINITIONS

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




 
25