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EX-32.1 - SECTION 906 CEO CERTIFICATION - Sabra Health Care REIT, Inc.sbraex3212015q1.htm
EX-32.2 - SECTION 906 CFO CERTIFICATION - Sabra Health Care REIT, Inc.sbraex3222015q1.htm
EX-12.1 - COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES - Sabra Health Care REIT, Inc.sbraex1212015q1.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - Sabra Health Care REIT, Inc.sbraex3122015q1.htm
EX-31.1 - SECTION 302 CEO CERTIFICATION - Sabra Health Care REIT, Inc.sbraex3112015q1.htm
EX-10.2 - FORM OF GUARANTY OF LEASE - Sabra Health Care REIT, Inc.ex102form_guaranty.htm
EX-10.1 - FORM OF AMENDMENT TO LEASE AGREEMENT - Sabra Health Care REIT, Inc.ex101form_leasexamendment.htm
EXCEL - IDEA: XBRL DOCUMENT - Sabra Health Care REIT, Inc.Financial_Report.xls

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 FORM 10-Q
 
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
OR 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-34950
 
 SABRA HEALTH CARE REIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
 
Maryland
 
27-2560479
(State of Incorporation)
 
(I.R.S. Employer Identification No.)
18500 Von Karman Avenue, Suite 550
Irvine, CA 92612
(888) 393-8248
(Address, zip code and telephone number of Registrant)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
 
x
  
Accelerated filer
 
o
Non-accelerated filer
 
o  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
As of May 1, 2015, there were 59,234,056 shares of the registrant’s $0.01 par value Common Stock outstanding.



SABRA HEALTH CARE REIT, INC. AND SUBSIDIARIES
Index
 

1


References throughout this document to “Sabra,” “we,” “our,” “ours” and “us” refer to Sabra Health Care REIT, Inc. and its direct and indirect consolidated subsidiaries and not any other person.
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q (this “10-Q”) 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, financing plans, business strategy, budgets, the expected amounts and timing of dividends and other distributions, projected expenses and capital expenditures, competitive position, growth opportunities, potential investments, plans and objectives for future operations, and compliance with and changes in governmental regulations. 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 (collectively, “Holiday Tenant”) 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 real estate investment trust (“REIT”); and
compliance with REIT requirements and certain tax and tax regulatory matters related to our status as a REIT.
We urge you to carefully consider these risks and review the additional disclosures we make concerning risks and other factors that may materially affect the outcome of our forward-looking statements and our future business and operating results, including those made in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2014 (our “2014 Annual Report on Form 10-K”), as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission (the “SEC”), including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. We caution you that any forward-looking statements made in this 10-Q are not guarantees of future performance, events or results, and you should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. 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 10-Q or to reflect the occurrence of unanticipated events, unless required by law to do so.


2


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

 
$
1,645,805

Loans receivable and other investments, net
258,346

 
251,583

Cash and cash equivalents
4,171

 
61,793

Restricted cash
6,948

 
7,024

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

 
98,687

Total assets
$
2,004,497

 
$
2,064,892

 
 
 
 
Liabilities
 
 
 
Mortgage notes
$
123,325

 
$
124,022

Revolving credit facility
26,000

 
68,000

Term loan
200,000

 
200,000

Senior unsecured notes
699,298

 
699,272

Accounts payable and accrued liabilities
23,720

 
31,775

Total liabilities
1,072,343

 
1,123,069

 
 
 
 
Commitments and contingencies (Note 12)

 

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

 
58

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

 
590

Additional paid-in capital
1,051,813

 
1,053,601

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

 
941,866

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

 
941,823

Total liabilities and equity
$
2,004,497

 
$
2,064,892

See accompanying notes to condensed consolidated financial statements.

3


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

 
$
36,093

Interest and other income
6,067

 
4,757

 
 
 
 
Total revenues
55,572

 
40,850

 
 
 
 
Expenses:
 
 
 
Depreciation and amortization
14,150

 
9,350

Interest
13,880

 
11,134

General and administrative
8,003

 
5,853

 
 
 
 
Total expenses
36,033

 
26,337

 
 
 
 
Other income (expense):
 
 
 
Loss on extinguishment of debt

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

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

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

 
18

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

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

 
$
(9,864
)
 
 
 
 
 
 

 
 

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

 
$
(0.25
)
 
 
 
 
Diluted common share
$
0.28

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

 
38,968,403

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

 
38,968,403

 
 
 
 
See accompanying notes to condensed consolidated financial statements.

4


SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
 
Three Months Ended March 31,
 
2015
 
2014
 
 
 
 
Net income (loss)
$
19,439

 
$
(7,321
)
Other comprehensive loss:
 
 
 
Unrealized loss on cash flow hedge
(1,545
)
 

 
 
 
 
Comprehensive income (loss)
17,894

 
(7,321
)
 
 
 
 
Comprehensive loss attributable to noncontrolling interest

11

 
18

 
 
 
 
Comprehensive income (loss) attributable to Sabra Health Care REIT, Inc.
$
17,905

 
$
(7,303
)


See accompanying notes to condensed consolidated financial statements.


5


SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(dollars in thousands, except per share data)  
(unaudited)
 
 
 
Preferred Stock
 
Common Stock
 
Additional
Paid-in Capital
 
Cumulative Distributions in Excess of Net Income
 
Accumulated Other Comprehensive Loss
 
Total
Stockholders’
Equity
 
Noncontrolling Interests
 
Total Equity
 
 
Shares
 
Amount
 
Shares
 
Amounts
 
 
 
 
 
 
Balance, December 31, 2013
 
5,750,000

 
$
58

 
38,788,745

 
$
388

 
$
534,639

 
$
(74,921
)
 
$

 
$
460,164

 
$

 
$
460,164

Net loss
 

 

 

 

 

 
(7,303
)
 

 
(7,303
)
 
(18
)
 
(7,321
)
Amortization of stock-based compensation
 

 

 

 

 
2,689

 

 

 
2,689

 

 
2,689

Common stock issuance, net
 

 

 
354,506

 
3

 
(40
)
 

 

 
(37
)
 

 
(37
)
Preferred dividends
 

 

 

 

 

 
(2,561
)
 

 
(2,561
)
 

 
(2,561
)
Common dividends ($0.36 per share)
 

 

 

 

 

 
(14,211
)
 

 
(14,211
)
 

 
(14,211
)
Balance, March 31, 2014
 
5,750,000

 
$
58

 
39,143,251

 
$
391

 
$
537,288

 
$
(98,996
)
 
$

 
$
438,741

 
$
(18
)
 
$
438,723

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Stock
 
Common Stock
 
Additional
Paid-in Capital
 
Cumulative Distributions in Excess of Net Income
 
Accumulated Other Comprehensive Loss
 
Total
Stockholders’
Equity
 
Noncontrolling Interests
 
Total Equity
 
 
Shares
 
Amount
 
Shares
 
Amounts
 
 
 
 
 
 
Balance, December 31, 2014
 
5,750,000

 
$
58

 
59,047,001

 
$
590

 
$
1,053,601

 
$
(110,841
)
 
$
(1,542
)
 
$
941,866

 
$
(43
)
 
$
941,823

Net income (loss)
 

 

 

 

 

 
19,450

 

 
19,450

 
(11
)
 
19,439

Other comprehensive loss
 

 

 

 

 

 

 
(1,545
)
 
(1,545
)
 

 
(1,545
)
Amortization of stock-based compensation
 

 

 

 

 
3,023

 

 

 
3,023

 

 
3,023

Common stock issuance, net
 

 

 
187,055

 
2

 
(4,811
)
 

 

 
(4,809
)
 

 
(4,809
)
Preferred dividends
 

 

 

 

 

 
(2,561
)
 

 
(2,561
)
 

 
(2,561
)
Common dividends ($0.39 per share)
 

 

 

 

 

 
(23,216
)
 

 
(23,216
)
 

 
(23,216
)
Balance, March 31, 2015
 
5,750,000

 
$
58

 
59,234,056

 
$
592

 
$
1,051,813

 
$
(117,168
)
 
$
(3,087
)
 
$
932,208

 
$
(54
)
 
$
932,154

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to condensed consolidated financial statements.

6


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

 
 
Net income (loss)
$
19,439

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

 
 
Depreciation and amortization
14,150

 
9,350

Non-cash interest income adjustments
113

 
70

Amortization of deferred financing costs
1,261

 
945

Stock-based compensation expense
2,918

 
2,513

Amortization of premium
25

 
(33
)
Loss on extinguishment of debt

 
1,338

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

 

Write-off of straight-line rental income

 
99

Change in fair value of contingent consideration
100

 
(300
)
Changes in operating assets and liabilities:


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

Restricted cash
(599
)
 
(1,202
)

 
 
 
Net cash provided by operating activities
24,701

 
1,207


 
 
 
Cash flows from investing activities:

 
 
Acquisitions of real estate

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

 


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

 
 
 
Cash flows from financing activities:

 
 
Proceeds from issuance of senior unsecured notes

 
350,000

Principal payments on senior unsecured notes

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

Proceeds from mortgage notes

 
46,103

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

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


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

 
4,308


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

 
$
4,286


 
 
 
Supplemental disclosure of cash flow information:

 
 
Interest paid
$
16,761

 
$
7,219


 
 
 
See accompanying notes to condensed consolidated financial statements.

7


SABRA HEALTH CARE REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
1.
BUSINESS
Overview
Sabra Health Care REIT, Inc. (“Sabra” or the “Company”) was incorporated on May 10, 2010 as a wholly owned subsidiary of Sun Healthcare Group, Inc. (“Sun”) and commenced operations on November 15, 2010 following Sabra's separation from Sun. Sabra elected to be treated as a real estate investment trust (“REIT”) with the filing of its U.S. federal income tax return for the taxable year beginning January 1, 2011. Sabra believes that it has been organized and operated, and it intends to continue to operate, in a manner to qualify as a REIT. Sabra’s primary business consists of acquiring, financing and owning real estate property to be leased to third party tenants in the healthcare sector. Sabra primarily generates revenues by leasing properties to tenants and operators throughout the United States. Sabra owns substantially all of its properties and assets and conducts its operations through Sabra Health Care Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), of which Sabra is the sole general partner and Sabra’s wholly owned subsidiaries are currently the only limited partners, or by subsidiaries of the Operating Partnership. The Company’s investment portfolio is primarily comprised of skilled nursing/transitional care facilities, senior housing facilities, acute care hospitals, investments in loans receivable and preferred equity investments.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of Sabra and its wholly owned subsidiaries as of March 31, 2015 and December 31, 2014 and for the periods ended March 31, 2015 and 2014. All significant intercompany transactions and balances have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the results for such periods. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2014 included in the Company’s 2014 Annual Report on Form 10-K filed with the SEC.
GAAP requires the Company to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity's activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. If the Company were determined to be the primary beneficiary of the VIE, the Company would consolidate investments in the VIE. The Company may change its original assessment of a VIE due to events such as modifications of contractual arrangements that affect the characteristics or adequacy of the entity's equity investments at risk and the disposal of all or a portion of an interest held by the primary beneficiary.
The Company identifies the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The Company performs this analysis on an ongoing basis.
As of March 31, 2015, the Company determined it was the primary beneficiary of one senior housing facility and has

8


consolidated the operations of the facility in the accompanying condensed consolidated financial statements. As of March 31, 2015, the Company determined that operations of the facility were not material to the Company’s results of operations, financial condition or cash flows.
As it relates to investments in loans, in addition to the Company's assessment of VIEs and whether the Company is the primary beneficiary of those VIEs, the Company evaluates the loan terms and other pertinent facts to determine if the loan investment should be accounted for as a loan or as a real estate joint venture. If an investment has the characteristics of a real estate joint venture, including if the Company participates in the majority of the borrower's expected residual profit, the Company would account for the investment as an investment in a real estate joint venture and not as a loan investment. Expected residual profit is defined as the amount of profit, whether called interest or another name, such as an equity kicker, above a reasonable amount of interest and fees expected to be earned by a lender. At March 31, 2015, none of the Company's investments in loans are accounted for as real estate joint ventures.
As it relates to investments in joint ventures, based on the type of rights held by the limited partner(s), GAAP may preclude consolidation by the sole general partner in certain circumstances in which the general partner would otherwise consolidate the joint venture. The Company assesses limited partners' rights and their impact on the presumption of control of the limited partnership by the sole general partner when an investor becomes the sole general partner, and the Company reassesses if: there is a change to the terms or in the exercisability of the rights of the limited partners; the sole general partner increases or decreases its ownership of limited partnership interests; or there is an increase or decrease in the number of outstanding limited partnership interests. The Company also applies this guidance to managing member interests in limited liability companies.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.
Reclassifications
Certain amounts in the Company’s condensed consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. As a result, certain reclassifications were made to the condensed consolidated statements of cash flows for all periods presented.
Recently Issued Accounting Standards Update
  In January 2015, the FASB issued Accounting Standards Update  (“ASU”) 2015-01, Income Statement–Extraordinary and Unusual (“ASU 2015-01”). ASU 2015-01 simplifies income statement presentation by eliminating the concept of extraordinary items. An entity will no longer be allowed to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is unusual in nature and occurs infrequently. ASU 2015-01 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted, and may be applied either prospectively or retrospectively. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.
In February 2015, the FASB issued ASU 2015-02, Consolidation–Amendments to the Consolidation Analysis (Topic 810) (“ASU 2015-02”).  ASU 2015-02 updates guidance related to accounting for consolidation of certain limited partnerships. ASU 2015-02 does not add or remove any of the five characteristics that determine if an entity is a VIE; however, it changes the manner in which a reporting entity assesses its ability to make decisions about the entity's activities. Additionally, ASU 2015-02 removes three of the six criteria that must be met for a fee arrangement to not be a VIE and modifies how an entity assesses interests held through related parties. ASU 2015-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted.
In April 2015, the FASB issued ASU 2015-03, Interest–Imputation of Interest-Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30) (“ASU 2015-03”).  ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years.  Early adoption of this guidance is permitted for financial statements that have not been previously issued, and an entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented

9


should be adjusted to reflect the period-specific effects of applying the new guidance. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.
3.
REAL ESTATE PROPERTIES HELD FOR INVESTMENT
The Company’s real estate properties held for investment consisted of the following (dollars in thousands):
As of March 31, 2015 (1) 
Property Type
 
Number of
Properties
 
Number of
Beds/Units
 
Total
Real Estate
at Cost
 
Accumulated
Depreciation
 
Total
Real Estate
Investments, Net
Skilled Nursing/Transitional Care
 
104

 
11,396

 
$
855,049

 
$
(159,647
)
 
$
695,402

Senior Housing
 
54

 
5,198

 
801,350

 
(27,127
)
 
774,223

Acute Care Hospitals
 
2

 
124

 
175,807

 
(12,775
)
 
163,032

 
 
160

 
16,718

 
1,832,206

 
(199,549
)
 
1,632,657

Corporate Level
 
 
 
 
 
268

 
(218
)
 
50

 
 
 
 
 
 
$
1,832,474

 
$
(199,767
)
 
$
1,632,707

(1) During the three months ended March 31, 2015, Genesis converted one senior housing facility in Kentucky into a skilled nursing/transitional care facility.
As of December 31, 2014
Property Type
 
Number of
Properties
 
Number of
Beds/Units
 
Total
Real Estate
at Cost
 
Accumulated
Depreciation
 
Total
Real Estate
Investments, Net
Skilled Nursing/Transitional Care
 
103

 
11,336

 
$
851,252

 
$
(151,978
)
 
$
699,274

Senior Housing
 
55

 
5,258

 
804,475

 
(22,487
)
 
781,988

Acute Care Hospitals
 
2

 
124

 
175,807

 
(11,324
)
 
164,483

 
 
160

 
16,718

 
1,831,534

 
(185,789
)
 
1,645,745

Corporate Level
 
 
 
 
 
265

 
(205
)
 
60

 
 
 
 
 
 
$
1,831,799

 
$
(185,994
)
 
$
1,645,805


 
March 31, 2015
 
December 31, 2014
Building and improvements
$
1,552,220

 
$
1,551,548

Furniture and equipment
82,815

 
82,812

Land improvements
3,646

 
3,646

Land
193,793

 
193,793

 
1,832,474

 
1,831,799

Accumulated depreciation
(199,767
)
 
(185,994
)
 
$
1,632,707

 
$
1,645,805

Contingent Consideration Liability
On February 14, 2014, the Company acquired four skilled nursing facilities and two senior housing facilities for $90.0 million. The Company 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 associated with these facilities. The earn-out amount will be determined based on portfolio performance following the third anniversary of the Company's entry into the master lease. To determine the value of the contingent consideration, the Company used significant inputs not observable in the market to estimate the earn-out, made assumptions regarding the probability of the portfolio achieving the incremental value and then applied an appropriate discount rate. The Company estimated a contingent consideration liability of $3.2 million at the time of purchase. As of March 31, 2015, based on the potential future performance of the facilities, the contingent consideration liability is estimated at $4.0 million and is included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheet. During the three months ended March 31, 2015, the Company recorded an adjustment to increase the contingent consideration liability by $0.1 million and included this amount in other income (expense) on the accompanying condensed consolidated statements of income.

10


On October 22, 2013, the Company purchased one acute care hospital for $119.8 million, of which approximately $10.5 million was to be held in escrow for up to 20 months. The amount ultimately released from escrow is contingent on the tenant achieving certain performance hurdles. The seller will be paid a fee of $0.5 million per annum during the escrow period. As of October 22, 2013, the amount the Company expected to release from escrow was valued at $7.3 million and is treated as contingent consideration. During the second quarter of 2014, $5.3 million was released from escrow to the seller as a result of the facility achieving certain of its performance hurdles. The remaining $5.2 million remains in escrow with its release contingent on the facility meeting additional performance hurdles and is included in prepaid expenses, deferred financing costs and other assets in the accompanying condensed consolidated balance sheets. During three months ended March 31, 2015, no adjustment was made to the contingent consideration liability. As of March 31, 2015, based on the operating performance of the facility, the contingent consideration liability is estimated at zero.
Operating Leases
As of March 31, 2015, all of the Company’s real estate properties were leased under triple-net operating leases with expirations ranging from two to 18 years. As of March 31, 2015, the leases had a weighted-average remaining term of 10 years. The leases include provisions to extend the lease terms and other negotiated terms and conditions. The Company, through its subsidiaries, retains substantially all of the risks and benefits of ownership of the real estate assets leased to the tenants. In addition, the Company may receive additional security under these operating leases in the form of letters of credit and security deposits from the lessee or guarantees from the parent of the lessee. Security deposits received in cash related to tenant leases are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets and totaled $0.4 million as of March 31, 2015 and December 31, 2014. As of March 31, 2015, 81 of the Company's 160 real estate properties held for investment were leased to subsidiaries of Genesis.
The Company monitors the creditworthiness of its tenants by reviewing credit ratings (if available) and evaluating the ability of the tenants to meet their lease obligations to the Company based on the tenants’ financial performance, including the evaluation of any parent guarantees (or the guarantees of other related parties) of tenant lease obligations. Because formal credit ratings may not be available for most of the Company’s tenants, the primary basis for the Company’s evaluation of the credit quality of its tenants (and more specifically the tenants’ ability to pay their rent obligations to the Company) is the tenants’ lease coverage ratios. These coverage ratios include earnings before interest, taxes, depreciation, amortization and rent (“EBITDAR”) to rent coverage and earnings before interest, taxes, depreciation, amortization, rent and management fees (“EBITDARM”) to rent coverage at the facility level and consolidated EBITDAR to total fixed charge coverage at the parent guarantor level when such a guarantee exists. The Company obtains various financial and operational information from its tenants each month and reviews this information in conjunction with the above-described coverage metrics to determine trends and the operational and financial impact of the environment in the industry (including the impact of government reimbursement) and the management of the tenant’s operations. These metrics help the Company identify potential areas of concern relative to its tenants’ credit quality and ultimately the tenants’ ability to generate sufficient liquidity to meet its obligations, including its obligation to continue to pay the rent due to the Company.
As of March 31, 2015, the future minimum rental payments from the Company’s properties under non-cancelable operating leases was as follows (in thousands):
April 1, 2015 through December 31, 2015
$
131,801

2016
180,904

2017
185,745

2018
190,603

2019
196,153

Thereafter
1,237,606

 
$
2,122,812

 
 
 

11


4.LOANS RECEIVABLE AND OTHER INVESTMENTS
As of March 31, 2015 and December 31, 2014, the Company’s loans receivable and other investments consisted of the following (dollars in thousands):
Investment
 
Quantity
 
Facility Type
 
Principal Balance as of March 31, 2015
 
Book Value as of
March 31, 2015
 
Book Value as of
December 31, 2014
 
Weighted Average Contractual Interest Rate / Rate of Return
 
Weighted Average Annualized Effective Interest Rate / Rate of Return
 
Maturity Date
Loans Receivable:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage
 
5

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

 
$
149,295

 
$
144,383

 
8.3
%
 
8.2
%
 
10/13/15 - 1/31/18
Construction
 
3

 
Acute Care Hospital / Senior Housing
 
68,298

 
68,561

 
65,525

 
7.6
%
 
7.5
%
 
9/30/16 - 10/31/18
Mezzanine
 
2

 
Skilled Nursing / Senior Housing
 
19,819

 
19,879

 
21,491

 
11.3
%
 
11.1
%
 
6/27/15 - 8/31/17
Pre-development
 
4

 
Senior Housing
 
3,309

 
3,397

 
3,777

 
9.0
%
 
8.0
%
 
8/16/15 - 9/09/17
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14

 
 
 
240,363

 
241,132

 
235,176

 
8.4
%
 
8.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Equity
 
6

 
Skilled Nursing / Senior Housing
 
16,919

 
17,214

 
16,407

 
12.5
%
 
12.5
%
 
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
20

 
 
 
$
257,282

 
$
258,346

 
$
251,583

 
8.7
%
 
8.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

5.
DEBT
Mortgage Indebtedness
The Company’s mortgage notes payable consist of the following (dollars in thousands):
Interest Rate Type
Book Value as of
March 31, 2015
 
Book Value as of
December 31, 2014
 
Weighted Average
Effective Interest Rate at
March 31, 2015 (1)
 
Maturity
Date
Fixed Rate
$
123,325

 
$
124,022

 
3.77
%
 
May 2031 - August 2051
(1) Weighted average effective rate includes private mortgage insurance.
Mortgage Debt Modification. In March 2015, the Company modified six existing mortgage notes insured by the United States Department of Housing and Urban Development (“HUD”) totaling $59.2 million. The Company maintained the original maturity dates and reduced the weighted average interest rate from 4.39% to 3.98% per annum.
Mortgage Debt Refinancing. On January 21, 2014, the Company refinanced $44.8 million of existing variable rate mortgage indebtedness due August 2015 with mortgages guaranteed by HUD at an interest rate of 4.25% with maturities between 2039 and 2044. In connection with these refinancings, the Company wrote off $0.5 million in unamortized deferred financing costs during the three months ended March 31, 2014 and included this amount in loss on extinguishment of debt on the accompanying condensed consolidated statements of income (loss).

12


Senior Unsecured Notes
2021 Notes and 2023 Notes
The Company’s senior unsecured notes consist of the following (dollars in thousands):
 
 
 
 
Principal Balance as of
Title
 
Maturity Date
 
March 31, 2015 (1)
 
December 31, 2014 (1)
 
 
 
 
 
 
 
5.5% senior unsecured notes due 2021 (“2021 Notes”)

 
February 1, 2021
 
$
500,000

 
$
500,000

5.375% senior unsecured notes due 2023 (“2023 Notes”)

 
June 1, 2023
 
200,000

 
200,000

 
 
 
 
 
 
 
 
 
 
 
$
700,000

 
$
700,000

 
 
 
 
 
 
 
(1) Outstanding principal balance for Senior Notes does not include discount of $0.7 million as of March 31, 2015 and December 31, 2014.
The 2021 Notes and the 2023 Notes (collectively, the “Senior Notes”) were issued by the Operating Partnership and Sabra Capital Corporation, wholly owned subsidiaries of the Company (the “Issuers”). The 2021 Notes accrue interest at a rate of 5.5% per annum payable semiannually on February 1 and August 1 of each year and the 2023 Notes accrue interest at a rate of 5.375% per annum payable semiannually on June 1 and December 1 of each year.
The obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by Sabra and certain of Sabra’s other existing and, subject to certain exceptions, future material subsidiaries; provided, however, that such guarantees are subject to release under certain customary circumstances.  See Note 10, “Summarized Condensed Consolidating Information” for additional information concerning the circumstances pursuant to which the guarantors will be automatically and unconditionally released from their obligations under the guarantees.
The indentures governing the Senior Notes (the “Senior Notes Indentures”) include customary events of default and require us to comply with specified restrictive covenants. As of March 31, 2015, the Company was in compliance with all applicable covenants under the Senior Notes Indentures.
2018 Notes
On January 8, 2014, the Company commenced a cash tender offer with respect to the remaining $211.3 million aggregate principal amount of 8.125% senior unsecured notes due 2018 (the “2018 Notes”) then outstanding that were originally issued by the Issuers in October 2010 and July 2012. Pursuant to the tender offer, the Company retired $210.9 million of the 2018 Notes at a premium of 109.837%, plus accrued and unpaid interest, on January 23, 2014. Pursuant to the terms of the indenture governing the 2018 Notes, the remaining $0.4 million of the 2018 Notes were called and were retired on February 11, 2014 at a redemption price of 109.485% plus accrued and unpaid interest. The tender offer and redemption resulted in $21.6 million of tender offer and redemption related costs and write-offs for the three months ended March 31, 2014, including $20.8 million in payments made to noteholders for early redemption and $0.8 million of write-offs associated with unamortized deferred financing and premium costs. These amounts are included in loss on extinguishment of debt on the accompanying condensed consolidated statements of income (loss) for the three months ended March 31, 2014.
Revolving Credit Facility
The Operating Partnership has entered into an unsecured revolving credit facility (the “Revolving Credit Facility”) that provides for a borrowing capacity of $650.0 million and an accordion feature allowing for an additional $100.0 million of capacity, subject to terms and conditions. On October 10, 2014, the Operating Partnership converted $200.0 million of the outstanding borrowings under the Revolving Credit Facility to a term loan. Concurrent with the term loan conversion, the Company entered into a five-year interest rate cap contract that caps LIBOR at 2.0%.
The Revolving Credit Facility, including amounts that are converted into a term loan, has a maturity date of September 10, 2018, and includes a one year extension option. In addition to the $200.0 million term loan, as of March 31, 2015, there was $26.0 million outstanding under the Revolving Credit Facility and $424.0 million available for borrowing.
Borrowings under the Revolving Credit Facility bear interest on the outstanding principal amount at a rate equal to an applicable percentage plus, at the Operating Partnership's option, either (a) LIBOR or (b) the Base Rate, with such percentage varying based on the Consolidated Leverage Ratio, each term as defined in the credit agreement for the Revolving Credit Facility. As of March 31, 2015, the interest rate on the Revolving Credit Facility was 2.28%. In addition, the Operating Partnership pays a fee to the lenders equal to 0.25% or 0.35% per annum based on the amount of unused borrowings under the Revolving Credit Facility. During the three months ended March 31, 2015, the Company incurred $0.2 million in interest expense on amounts outstanding under the Revolving Credit Facility and $0.4 million of unused facility fees.

13


The obligations of the Operating Partnership under the Revolving Credit Facility are guaranteed by Sabra and certain subsidiaries of Sabra. The Revolving Credit Facility contains customary restrictive covenants as well as customary events of default. The Revolving Credit Facility also requires Sabra, through the Operating Partnership, to comply with specified financial covenants, which include a maximum leverage ratio, a minimum fixed charge coverage ratio and a minimum tangible net worth requirement. As of March 31, 2015, the Company was in compliance with all applicable financial covenants under the Revolving Credit Facility.
Interest Expense
During the three months ended March 31, 2015 and 2014, the Company incurred interest expense of $13.9 million and $11.1 million, respectively. Included in interest expense for the three months ended March 31, 2015 and 2014 was $1.3 million and $0.9 million, respectively, of deferred financing costs amortization. As of March 31, 2015 and December 31, 2014, the Company had $9.0 million and $13.2 million, respectively, of accrued interest included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets.
Maturities
The following is a schedule of maturities for the Company’s outstanding debt as of March 31, 2015 (in thousands): 
 
 
Mortgage
Indebtedness 
 
Senior Notes (1)
 
Revolving Credit Facility and Term Loan (2)
 
Total
April 1, 2015 through December 31, 2015
 
$
2,102

 
$

 
$

 
$
2,102

2016
 
2,987

 

 

 
2,987

2017
 
3,083

 

 

 
3,083

2018
 
3,182

 

 
226,000

 
229,182

2019
 
3,284

 

 

 
3,284

Thereafter
 
108,687

 
700,000

 

 
808,687

 
 
$
123,325

 
$
700,000

 
$
226,000

 
$
1,049,325

(1) Outstanding principal balance for Senior Notes does not include discount of $0.7 million as of March 31, 2015.
(2) Subject to a one-year extension option.

6.
DERIVATIVE INSTRUMENTS
The Company purchased an interest rate cap for $6.2 million, which was effective October 10, 2014, to hedge the future payments on the first $200.0 million of variable rate borrowings for a period of time from October 10, 2014 through September 10, 2019. The primary goal of the Company’s risk management practices related to interest rate risk is to prevent changes in interest rates from adversely impacting the Company’s ability to achieve its earnings objectives. The Company does not enter into derivatives for speculative purposes.
At inception, the interest rate cap was deemed to be highly effective in achieving offsetting cash flows attributable to the variability in the interest rate during the term of the hedge. As of March 31, 2015, the Company had over $200.0 million of variable rate borrowings and the interest rate cap was deemed to be highly effective. During the three months ended March 31, 2015, the Company recorded a $1.5 million fair value adjustment related to the interest rate cap and included this amount in unrealized loss on cash flow hedge on the accompanying condensed consolidated statements of comprehensive income (loss). As of March 31, 2015, the fair value of the interest rate cap was $3.1 million and this amount is included in prepaid expenses, deferred financing costs and other assets on the accompanying condensed consolidated balance sheets. Approximately $70,000 of losses, which are included in accumulated other comprehensive loss, are expected to be reclassified into earnings in the next 12 months.
The following table illustrates the effect on the fair value of the interest rate cap as a result of movements in the interest rate market (dollars in thousands):
Effects of Change in Interest Rates
+50 Basis Points
 
-50 Basis Points
 
+100 Basis Points
 
-100 Basis Points
$
1,947

 
$
(1,511
)
 
$
4,284

 
$
(2,522
)
 
 
 
 
 
 
 


14


7.FAIR VALUE DISCLOSURES
The fair value for certain financial instruments is derived using a combination of market quotes, pricing models and other valuation techniques that involve significant management judgment. The price transparency of financial instruments is a key determinant of the degree of judgment involved in determining the fair value of the Company’s financial instruments.
Financial instruments for which actively quoted prices or pricing parameters are available and whose markets contain orderly transactions will generally have a higher degree of price transparency than financial instruments whose markets are inactive or consist of non-orderly trades. The Company evaluates several factors when determining if a market is inactive or when market transactions are not orderly. The carrying values of cash and cash equivalents, restricted cash, accounts payable, accrued liabilities, the Revolving Credit Facility and term loan are reasonable estimates of fair value because of the short-term maturities of these instruments. Fair values for other financial instruments are derived as follows:
Loans receivable: These instruments are presented in the accompanying condensed consolidated balance sheets at their amortized cost and not at fair value. The fair value of the loans receivable were estimated using an internal valuation model that considered the expected cash flows for the loans receivable, the underlying collateral value and other credit enhancements.
Preferred equity investments: These instruments are presented in the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair value of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows for the preferred equity investment, the underlying collateral value and other credit enhancements.
Derivative instruments: The Company’s derivative instruments are presented at fair value on the accompanying condensed consolidated balance sheets. The Company estimates the fair value of derivative instruments, including the interest rate cap, using the assistance of a third party using inputs that are observable in the market, which includes forward yield curves and other relevant information. As such, the Company classifies these inputs as Level 2 inputs.
Senior Notes: These instruments are presented in the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair values of the Senior Notes were determined using third-party market quotes derived from orderly trades.
Mortgage indebtedness: These instruments are presented in the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair values of the Company’s mortgage notes payable were estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements.
The following are the face values, carrying amounts and fair values of the Company’s financial instruments as of March 31, 2015 and December 31, 2014 whose carrying amounts do not approximate their fair value (in thousands):
 
March 31, 2015
 
December 31, 2014
 
Face
Value (1)
 
Carrying
Amount (2)
 
Fair
Value
 
Face
Value (1)
 
Carrying
Amount
(2)
 
Fair
Value
Financial assets:
 
 
 
 
 
 
 
 
 
 
 
Loans receivable
$
240,363

 
$
241,132

 
$
241,860

 
$
234,359

 
$
235,176

 
$
234,227

Preferred equity investments
16,919

 
17,214

 
17,638

 
16,125

 
16,407

 
17,115

Financial liabilities:
 
 
 
 
 
 
 
 
 
 
 
Senior Notes
700,000

 
699,298

 
744,500

 
700,000

 
699,272

 
723,625

Mortgage indebtedness
123,325

 
123,325

 
118,471

 
124,022

 
124,022

 
122,131

 
(1) Face value represents amounts contractually due under the terms of the respective agreements.
(2) Carrying amounts represent the book value of financial instruments and include unamortized premiums (discounts).

15


The Company determined the fair value of financial instruments as of March 31, 2015 whose carrying amounts do not approximate their fair value with valuation methods utilizing the following types of inputs (in thousands):
 
 
 
Fair Value Measurements Using
 
 
 
Quoted Prices in Active Markets for Identical Assets
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
 
Total
 
(Level 1)
 
(Level 2)
 
(Level 3)
Financial assets:
 
 
 
 
 
 
 
Loans receivable
$
241,860

 
$

 
$

 
$
241,860

Preferred equity investments
17,638

 

 

 
17,638

Financial liabilities:
 
 
 
 
 
 
 
Senior Notes
744,500

 

 
744,500

 

Mortgage indebtedness
118,471

 

 

 
118,471

Disclosure of the fair value of financial instruments is based on pertinent information available to the Company at the applicable dates and requires a significant amount of judgment. Despite increased capital market and credit market activity, transaction volume for certain financial instruments remains relatively low. This has made the estimation of fair values difficult and, therefore, both the actual results and the Company’s estimate of fair value at a future date could be materially different.
During the three months ended March 31, 2015, the Company recorded the following amounts measured at fair value (in thousands):
 
 
 
Fair Value Measurements Using
 
 
 
Quoted Prices in Active Markets for Identical Assets
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
 
Total
 
(Level 1)
 
(Level 2)
 
(Level 3)
Recurring Basis:
 
 
 
 
 
 
 
Interest rate cap
$
3,073

 
$

 
$
3,073

 
$

Contingent consideration liability
4,000

 

 

 
4,000

The Company’s contingent consideration liability is the result of two acquisitions of real estate (see Note 3, “Real Estate Properties Held for Investment”). In order to determine the fair value of the Company’s contingent consideration liability, the Company used significant inputs not observable in the market to estimate the liability. In addition to using an appropriate discount rate, the Company used projections provided by the facilities to estimate future earnings at the facilities, then developed probability-weighted scenarios of the potential future performance of the tenant and the resulting payout from these scenarios.  As of March 31, 2015, the total contingent consideration liability was valued at $4.0 million. The following reconciliation provides the details of activity during the three months ended March 31, 2015 for contingent consideration liability recorded at fair value using Level 3 inputs:

Balance as of December 31, 2014
 
$
3,900

Increase in contingent liability
 
100

Balance as of March 31, 2015
 
$
4,000

 
 
 
A corresponding amount equal to the increase in contingent liability was included as other expense on the accompanying condensed consolidated statements of income (loss) for the three months ended March 31, 2015.


16


8.
EQUITY
Preferred Stock
On March 21, 2013, the Company completed an underwritten public offering of 5.8 million shares of 7.125% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock") at a price of $25.00 per share, pursuant to an effective registration statement. The Company received net proceeds of $138.3 million from the offering, after deducting underwriting discounts and other offering expenses. The Company classified the par value as preferred equity on its condensed consolidated balance sheets with the balance of the liquidation preference, net of any issuance costs, recorded as an increase in paid-in capital.
The holders of the Company’s Series A Preferred Stock rank senior to the Company’s common stock with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding up of its affairs. At March 31, 2015, there were no dividends in arrears.
The Series A Preferred Stock does not have a stated maturity date, but the Company may redeem the Series A Preferred Stock on or after March 21, 2018, for $25.00 per share, plus any accrued and unpaid dividends.  The Company may redeem the Series A Preferred Stock prior to March 21, 2018, in limited circumstances to preserve its status as a REIT or pursuant to a specified change of control.  Upon the occurrence of a specified change of control, each holder of Series A Preferred Stock will have the right to convert some or all of the shares of Series A Preferred Stock held by such holder into a number of shares of the Company’s common stock equivalent to $25.00 plus accrued and unpaid dividends, but not to exceed a cap of 1.7864 shares of common stock per share of Series A Preferred Stock (subject to certain adjustments).
Common Stock 
The following table lists the cash dividends on common stock declared and paid by the Company during the three months ended March 31, 2015:
 
Declaration Date
 
Record Date
 
Amount Per Share
 
Dividend Payable Date
January 12, 2015
 
February 13, 2015
 
$
0.39

 
February 27, 2015
On May 12, 2014, the Company completed an underwritten public offering of 8.1 million newly issued shares of its common stock pursuant to an effective registration statement.  The Company received net proceeds, before expenses, of $219.1 million from the offering, after giving effect to the issuance and sale of all 8.1 million shares of common stock (which included 1.1 million shares sold to the underwriters upon exercise of their option to purchase additional shares), at a price to the public of $28.35 per share. A portion of these proceeds was used to repay borrowings outstanding under the Company's prior Revolving Credit Facility.
On October 3, 2014, the Company completed an underwritten public offering of 6.9 million newly issued shares of its common stock pursuant to an effective registration statement.  The Company received net proceeds, before expenses, of $160.6 million from the offering, after giving effect to the issuance and sale of all 6.9 million shares of common stock (which included 0.9 million shares sold to the underwriters upon exercise of their option to purchase additional shares), at a price to the public of $24.25 per share. These proceeds were used to repay borrowings outstanding under the Revolving Credit Facility.
During the three months ended March 31, 2015, the Company issued 0.2 million shares of common stock as a result of restricted stock unit vestings and in connection with amounts payable under the Company's 2014 Bonus Plan pursuant to an election by certain participants to receive their bonus payment in shares of the Company's common stock.
Upon any payment of shares as a result of restricted stock unit vestings, the participant is required to satisfy the related tax withholding obligation. The 2009 Performance Incentive Plan provides that the Company has the right at its option to (a) require the participant to pay such tax withholding or (b) reduce the number of shares to be delivered by a number of shares necessary to satisfy the related minimum applicable statutory tax withholding obligation. During the three months ended March 31, 2015, pursuant to advance elections made by certain participants, the Company incurred $4.7 million in tax withholding obligations on behalf of its employees that were satisfied through a reduction in the number of shares delivered to those participants.
At-The-Market Common Stock Offering Program (“ATM Program”)
On December 1, 2014, the Company entered into a sales agreement (the “2014 Sales Agreements”) with each of Barclays Capital Inc., Cantor Fitzgerald & Co., Credit Agricole Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, MLV & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, Stifel, Nicolaus & Company, Incorporated, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC (individually, a “Sales Agent” and together, the “Sales Agents”) to sell shares of its common stock, $0.01 par value per share, having aggregate gross proceeds of up to $200.0 million from time to time through the Sales Agents (the “2014 ATM Program”).
Pursuant to the terms of the 2014 Sales Agreements, the shares may be sold by any method permitted by law deemed to be an “at-the-market” offering, including without limitation sales made directly on the NASDAQ Global Select Market, on any other existing trading market for our common stock or to or through a market maker. In addition, with the Company's prior consent, the Sales Agents may also sell shares in privately negotiated transactions. The Company will pay each Sales Agent a commission equal to 2% of the gross proceeds from the sales of shares sold pursuant to the applicable 2014 Sales Agreement. The offering of shares pursuant to any 2014 Sales Agreement will terminate upon the earlier of (i) the sale of the maximum aggregate amount of shares subject to the 2014 Sales Agreements, or (ii) termination of such 2014 Sales Agreement as permitted therein. The Company is not obligated to sell and the Sales Agents are not obligated to buy or sell any shares under the 2014 Sales Agreements.
The Company sold no shares under the 2014 ATM Program during the three months ended March 31, 2015. As of March 31, 2015, the Company had $76.5 million available under the 2014 ATM Program.

9.
EARNINGS PER COMMON SHARE
The following table illustrates the computation of basic and diluted earnings per share for the three months ended March 31, 2015 and 2014 (in thousands, except share and per share amounts):
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Numerator
 
 
 
 
Net income (loss) attributable to common stockholders
 
$
16,889

 
$
(9,864
)
 
 
 
 
 
Denominator
 
 
 
 
Basic weighted average common shares and common equivalents
 
59,185,225

 
38,968,403

Dilutive restricted stock units
 
374,028

 

 
 
 
 
 
Diluted weighted average common shares
 
59,559,253

 
38,968,403

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

 
$
(0.25
)
 
 
 
 
 
Diluted common share
 
$
0.28

 
$
(0.25
)
Certain restricted stock units are considered participating securities because dividend payments are not forfeited even if the underlying award does not vest. Accordingly, the Company uses the two-class method when computing basic and diluted earnings per share. During the three months ended March 31, 2015 and 2014, 300 and 38,000 restricted stock units, respectively, were not included because they were anti-dilutive. No stock options were considered anti-dilutive during the three months ended March 31, 2014. No stock options were outstanding during the three months ended March 31, 2015.

10.SUMMARIZED CONDENSED CONSOLIDATING INFORMATION
In connection with the offerings of the Senior Notes by the Issuers, the Company and certain 100% owned subsidiaries of the Company (the “Guarantors”) have, jointly and severally, fully and unconditionally guaranteed the Senior Notes, subject to release under certain customary circumstances as described below. These guarantees are subordinated to all existing and future senior debt and senior guarantees of the Guarantors and are unsecured. The Company conducts all of its business through and derives virtually all of its income from its subsidiaries. Therefore, the Company’s ability to make required payments with respect to its indebtedness (including the Senior Notes) and other obligations depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries.
A Guarantor will be automatically and unconditionally released from its obligations under the guarantees with respect to the Senior Notes in the event of:
Any sale of the subsidiary Guarantor or of all or substantially all of its assets;

17


A merger or consolidation of a subsidiary Guarantor with an issuer of the Senior Notes or another Guarantor, provided that the surviving entity remains a Guarantor;
A subsidiary Guarantor is declared “unrestricted” for covenant purposes under the Senior Notes Indentures;
The requirements for legal defeasance or covenant defeasance or to discharge the Senior Notes Indentures have been satisfied;
A liquidation or dissolution, to the extent permitted under the Senior Notes Indentures, of a subsidiary Guarantor; and
The release or discharge of the guaranty that resulted in the creation of the subsidiary guaranty, except a discharge or release by or as a result of payment under such guaranty.
The Guarantors were also subject to the guarantees described above while the 2018 Notes were outstanding, but such guarantees were released following the redemption of all of the remaining 2018 Notes in the three months ended March 31, 2014. As of March 31, 2015, no 2018 Notes were outstanding.
Pursuant to Rule 3-10 of Regulation S-X, the following summarized condensed consolidating information is provided for the Company (the “Parent Company”), the Issuers, the Guarantors, and the Company’s non-Guarantor subsidiaries with respect to the Senior Notes. This summarized financial information has been prepared from the books and records maintained by the Company, the Issuers, the Guarantors and the non-Guarantor subsidiaries. The summarized financial information may not necessarily be indicative of the results of operations or financial position had the Issuers, the Guarantors or non-Guarantor subsidiaries operated as independent entities. Sabra’s investments in its consolidated subsidiaries are presented based upon Sabra's proportionate share of each subsidiary's net assets. The Guarantor subsidiaries’ investments in the non-Guarantor subsidiaries and non-Guarantor subsidiaries’ investments in Guarantor subsidiaries are presented under the equity method of accounting. Intercompany activities between subsidiaries and the Parent Company are presented within operating activities on the condensed consolidating statement of cash flows.
Condensed consolidating financial statements for the Company and its subsidiaries, including the Parent Company only, the Issuers, the combined Guarantor subsidiaries and the combined non-Guarantor subsidiaries, are as follows:

18



CONDENSED CONSOLIDATING BALANCE SHEET
March 31, 2015
(in thousands)
(unaudited)
 
 
Parent
Company
 
Issuers
 
Combined
Guarantor
Subsidiaries
 
Combined Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
Real estate investments, net of accumulated depreciation
$
50

 
$

 
$
1,494,137

 
$
138,520

 
$

 
$
1,632,707

Loans receivable and other investments, net

 

 
258,346

 

 

 
258,346

Cash and cash equivalents
1,805

 

 

 
2,366

 

 
4,171

Restricted cash

 

 
160

 
6,788

 

 
6,948

Prepaid expenses, deferred financing costs and other assets, net
1,153

 
25,041

 
67,430

 
8,701

 

 
102,325

Intercompany
379,217

 
787,986

 

 

 
(1,167,203
)
 

Investment in subsidiaries
558,045

 
679,121

 
25,512

 

 
(1,262,678
)
 

Total assets
$
940,270

 
$
1,492,148

 
$
1,845,585

 
$
156,375

 
$
(2,429,881
)
 
$
2,004,497

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Mortgage notes
$

 
$

 
$

 
$
123,325

 
$

 
$
123,325

Revolving credit facility

 
26,000

 

 

 

 
26,000

Term loan

 
200,000

 

 

 

 
200,000

Senior unsecured notes

 
699,298

 

 

 

 
699,298

Accounts payable and accrued liabilities
8,062

 
8,805

 
5,977

 
876

 

 
23,720

Intercompany

 

 
1,165,099

 
2,104

 
(1,167,203
)
 

Total liabilities
8,062

 
934,103

 
1,171,076

 
126,305

 
(1,167,203
)
 
1,072,343

 
 
 
 
 
 
 
 
 
 
 
 
Total Sabra Health Care REIT, Inc. stockholders' equity
932,208

 
558,045

 
674,509

 
30,124

 
(1,262,678
)
 
932,208

Noncontrolling interests

 

 

 
(54
)
 

 
(54
)
Total equity
932,208

 
558,045

 
674,509

 
30,070

 
(1,262,678
)
 
932,154

Total liabilities and equity
$
940,270

 
$
1,492,148

 
$
1,845,585

 
$
156,375

 
$
(2,429,881
)
 
$
2,004,497


19



CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2014
(in thousands)
 
 
Parent
Company
 
Issuers
 
Combined
Guarantor
Subsidiaries
 
Combined  Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
Real estate investments, net of accumulated depreciation
$
60

 
$

 
$
1,505,974

 
$
139,771

 
$

 
$
1,645,805

Loans receivable and other investments, net

 

 
251,583

 

 

 
251,583

Cash and cash equivalents
58,799

 

 

 
2,994

 

 
61,793

Restricted cash

 

 
160

 
6,864

 

 
7,024

Prepaid expenses, deferred financing costs and other assets, net
586

 
27,803

 
62,325

 
7,973

 

 
98,687

Intercompany
444,499

 
757,676

 

 

 
(1,202,175
)
 

Investment in subsidiaries
447,916

 
642,611

 
25,057

 

 
(1,115,584
)
 

Total assets
$
951,860

 
$
1,428,090

 
$
1,845,099

 
$
157,602

 
$
(2,317,759
)
 
$
2,064,892

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Mortgage notes
$

 
$

 
$

 
$
124,022

 
$

 
$
124,022

Revolving credit facility

 
68,000

 

 

 

 
68,000

Term loan

 
200,000

 

 

 

 
200,000

Senior unsecured notes

 
699,272

 

 

 

 
699,272

Accounts payable and accrued liabilities
9,994

 
12,902

 
7,422

 
1,457

 

 
31,775

Intercompany

 

 
1,198,779

 
3,396

 
(1,202,175
)
 

Total liabilities
9,994

 
980,174

 
1,206,201

 
128,875

 
(1,202,175
)
 
1,123,069

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

 
447,916

 
638,898

 
28,770

 
(1,115,584
)
 
941,866

Noncontrolling interests

 

 

 
(43
)
 

 
(43
)
Total equity
941,866

 
447,916

 
638,898

 
28,727

 
(1,115,584
)
 
941,823

Total liabilities and equity
$
951,860

 
$
1,428,090

 
$
1,845,099

 
$
157,602

 
$
(2,317,759
)
 
$
2,064,892



20



CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Three Months Ended March 31, 2015
(dollars in thousands, except per share amounts)
(unaudited)
 
 
Parent Company
 
Issuers
 
Combined
Guarantor
Subsidiaries
 
Combined Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Rental income
$

 
$

 
$
44,601

 
$
4,904

 
$

 
$
49,505

Interest and other income
1

 

 
5,384

 
682

 

 
6,067

Total revenues
1

 

 
49,985

 
5,586

 

 
55,572

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
13

 

 
12,702

 
1,435

 

 
14,150

Interest

 
12,550

 

 
1,330

 

 
13,880

General and administrative
5,438

 

 
2,023

 
542

 

 
8,003

Total expenses
5,451

 
12,550

 
14,725

 
3,307

 

 
36,033

 
 
 
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
Other (expense) income

 

 
(100
)
 

 

 
(100
)