00014922982020FYFALSEsbra:ResidentFeesAndServicesMembersbra:ResidentFeesAndServicesMembersbra:ResidentFeesAndServicesMemberus-gaap:AccountingStandardsUpdate201712Memberus-gaap:AccountingStandardsUpdate201602Memberus-gaap:AccountingStandardsUpdate201613MemberP5YP5YP3YP3Y

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
 
(Mark One)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20202022
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, $0.01 par valueSBRAThe Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ☒    No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐   No  ☒
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  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x  Accelerated filer ☐
Non-accelerated filer ☐  Smaller reporting company ☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $2.9$3.2 billion
As of February 17, 2021,14, 2023, there were 210,719,844231,159,401 shares of the registrant’s $0.01 par value Common Stock outstanding.
Auditor Name: PricewaterhouseCoopers LLP             Auditor Location: Irvine, California                Auditor Firm ID: 238
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the registrant’s 20212023 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2022, are incorporated by reference in Part III herein.


EXPLANATORY NOTE
Sabra Health Care REIT, Inc. (“Sabra”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2020,2022, filed with the Securities and Exchange Commission on February 22, 202121, 2023 (the “Original Form 10‑K”10-K”), solely to correct a typographical error ininclude the audit period in the first paragraphaudited financial statements of the independent registered public accounting firm’s opinionjoint venture with affiliates of TPG Real Estate, the real estate platform of TPG (the “Enlivant Joint Venture”), pursuant to Rule 3-09 of Regulation S-X. The Enlivant Joint Venture, in which Sabra holds a 49% equity interest, has met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X for the related consolidated statements of income, of comprehensive income, of equity, and of cash flows for each of the three years in the period ended December 31, 2020, including2022 and December 31, 2021. In accordance with Rule 3-09(b), the related notesfinancial statements of the Enlivant Joint Venture as of December 31, 2022 and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). Such change does not affect the independent registered public accounting firm’s unqualified opinion on Sabra’s consolidated financial statementsDecember 31, 2021 and for the year ended December 31, 2020 included inare being filed as an amendment to the Original Form 10-K. An updated10-K within 90 days after the end of Sabra’s fiscal year, although only such financial statements as of and for the years ended December 31, 2022 and December 31, 2021 are audited.
This Amendment is also being filed to replace the consent from theof our independent registered public accounting firm withPricewaterhouseCoopers LLP (“PwC”), which was filed as Exhibit 23.1 to the current date isOriginal Form 10-K and inadvertently referenced the incorrect Form S-3 (No. 333-235449). The revised consent by PwC, filed herewith as an exhibit to this Amendment.Exhibit 23.1, references the correct Form S-3 (No. 333-268285).
This Amendment includes Part II, Item 8, “Financial Statementsamends and Supplementary Data” andrestates Part IV, Item 15 “Exhibits and Financial Statement Schedules” in their entirety and without change fromof the Original Form 10-K other thanto include the correctionrevised consent of PwC as Exhibit 23.1, the audited financial statements of the Enlivant Joint Venture as Exhibit 99.1 and the consent of Mayer Hoffman McCann P.C. with respect to the date of the audit period in the independent registered public accounting firm’s opinion and the addition of applicable references to this Amendment and the Original Form 10-K. This Amendment also includes Item 9A, “Controls and Procedures” in its entirety and without change from the Original Form 10-K.
Enlivant Financial Statements as Exhibit 23.2. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which are provided herewith.
Except as described above, this Amendment does not amend, update or change any other items or disclosures in the Original Form 10-K. Further, this Amendment does not change any previously reported financial results, nor does it reflect subsequent events occurring after the filing date of the Original Form 10-K. This Amendment should be read in conjunction with the Original Form 10-K and Sabra’s other filings with the Securities and Exchange Commission.



PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the Index to Financial Statements at page F-1 of this 10-K. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quarterly Financial Data” in Part II, Item 7.

ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this report, management, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon, and as of the date of, the evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2020 to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a–15(f) and 15d–15(f). Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria described in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation using the criteria described in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2020.
The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTSEXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a)    Documents filed as part of this 10-K:
(1)    Financial Statements
See the Index to Consolidated Financial Statements at page F-1 of this report.the Original Form 10-K.
(2)    Financial Statement Schedules
        The following financial statement schedules are included herein at pages
F-39F-40
through
F-57F-57
of this report:the Original Form 10-K:
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2020, 2019 and 2018
Schedule III - Real Estate Assets and Accumulated Depreciation as of December 31, 20202022
Schedule IV - Mortgage Loans on Real Estate as of December 31, 20202022
The financial statements of the Enlivant Joint Venture required by Rule 3-09 of Regulation S-X are provided as Exhibit 99.1 to this Amendment.
All other schedules have been omitted because they are inapplicable or not required or the information is included elsewhere in the Consolidated Financial Statements or notes thereto.
(3)    Exhibits
The following exhibits are filed herewith or are incorporated by reference, as specified below, to exhibits previously filed with the SEC.

EXHIBIT LIST
Ex.  Description
3.1  
3.1.1
3.23.1.2
3.1.3
3.2
4.1*
4.2
4.2.1
4.2.2
4.3
4.4
4.54.4


4.5.1Ex.Description
4.4.1


Ex.Description
4.5.24.4.2
4.5.34.4.3
4.5.44.4.4
4.64.5
4.6
4.6.1
4.7
4.8
10.1
10.1.1
10.2
FifthSixth Amended and Restated Credit Agreement, dated September 9, 2019,January 4, 2023, among Sabra Health Care Limited Partnership and Sabra Canadian Holdings, LLC, as Borrowers; Sabra Health Care REIT, Inc., as a guarantor; the other guarantors party thereto; the lenders party thereto; Bank of America, N.A., as Administrative Agent and L/C Issuer; Citizens Bank, National Association, Crédit Agricole Corporate and Investment Bank and Wells Fargo Bank, National Association, as Co-Syndication Agents and L/C Issuers; BMO Harris Bank, N.A., The Bank of Nova Scotia, MUFG Bank, Ltd., Barclays Bank PLC, Citibank, N.A., BBVA USA, Fifth Third Bank, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc.Keybank National Association, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation and SuntrustTruist Bank, as Co-Documentation Agents; BofA Securities, Inc., as Joint Lead Arranger and Sole Bookrunner; and Citizens Bank, National Association, Crédit Agricole Corporate and Investment Bank and Wells Fargo Securities, LLC, as Joint Lead Arrangers (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Sabra Health Care REIT, Inc. on September 11, 2019)January 5, 2023).
10.3
10.4+
10.5+
10.6+
10.7+10.6+


Ex.Description
10.7
10.8+
10.8.1+10.9.1+
10.8.2+10.9.2+


Ex.Description
10.8.3+*10.9.3+
10.8.4+10.9.4+
10.8.5+10.9.5+
10.9+10.10+
10.10+*
10.11*
21.1*
22.1
23.1(1)
23.2(1)
31.1*  
31.2*  
31.3(1)
31.4(1)
32.1**  
32.2**  
32.3(2)
32.4(2)
101.INS99.1(1)
101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH101.SCH*(1)
Inline XBRL Taxonomy Extension Schema Document.


101.CALEx.(1)Description
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF101.DEF*(1)
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB101.LAB*(1)
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE101.PRE*(1)
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104(1)
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


 
*Filed with the Original Form 10-K.
**Furnished with the Original Form 10-K10-K.
+Designates a management compensation plan, contract or arrangement.
(1)Filed herewith.
(2)Furnished herewith.



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements
F-2
F-4
F-5
F-6
F-7
F-8
F-10
Financial Statement Schedules
F-39
F-40
Schedule IV—Mortgage Loans on Real Estate as of December 31, 2020
F-57
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.


F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Sabra Health Care REIT, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Sabra Health Care REIT, Inc. and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of income, of comprehensive income, of equity, and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-2

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As described in Note 2 and Note 5 to the consolidated financial statements, the Company’s consolidated real estate investments net carrying value was $5,285,038 thousand as of December 31, 2020. During 2020, the Company recognized a $4 million real estate impairment related to one skilled nursing/transitional care facility sold during the year and three senior housing communities. Management regularly monitors events and changes such as triggering events, which in circumstances could indicate that the carrying amounts of its real estate investments may not be recoverable or realized. When indicators of potential impairment suggest that the carrying value of real estate investments may not be recoverable, management assesses the recoverability by estimating whether the Company will recover the carrying value of its real estate investments through the future cash flows and the eventual disposition of the investment. In some instances, there may be various potential outcomes for an investment and its potential future cash flows. The future cash flows used to assess recoverability are based on assumptions and may be probability-weighted based on management’s best estimates as of the date of evaluation. These assumptions may include cash flow projections, probability weightings, holding period, terminal capitalization rates, letters of intent, preliminary sales agreements and recent sales data for comparable properties. When necessary, a discount rate assumption may be used to determine fair value. The assumptions are generally based on management’s experience in its local real estate markets, and the effects of current market conditions, which are subject to economic and market uncertainties.

The principal considerations for our determination that performing procedures relating to the impairment assessment of real estate is a critical audit matter are (i) the high degree of auditor judgment and subjectivity involved in applying procedures relating to the Company’s identification of impairment triggering events and the determination of the recoverability of its real estate investments, and (ii) significant audit effort was necessary to perform procedures and evaluate the audit evidence relating to triggering events, and the significant assumptions used in the recoverability of its real estate investments relating to projected rent, probability weightings, holding period, terminal capitalization rates and letters of intent, when applicable.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessment of real estate, including controls over the identification of triggering events and the development of assumptions used in applying tests of recoverability related to projected rent, probability weightings, holding period, terminal capitalization rates and letters of intent, when applicable. These procedures also included testing the completeness and accuracy of underlying data used in management’s model and evaluating the reasonableness of significant assumptions used by management in applying tests of recoverability relating to projected rent, probability weightings, holding period, terminal capitalization rates and letters of intent, when applicable. Evaluating the reasonableness of the assumptions involved considering (i) the past performance of the real estate; (ii) evidence such as the underlying internal or market data related to the assumptions and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

/s/ PricewaterhouseCoopers LLP
Los Angeles, California
February 22, 2021
We have served as the Company’s auditor since 2010.
F-3

SABRA HEALTH CARE REIT, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
December 31,
20202019
Assets
Real estate investments, net of accumulated depreciation of $681,657 and $539,213 as of December 31, 2020 and 2019, respectively$5,285,038 $5,341,370 
Loans receivable and other investments, net102,839 107,374 
Investment in unconsolidated joint venture288,761 319,460 
Cash and cash equivalents59,076 39,097 
Restricted cash6,447 10,046 
Lease intangible assets, net82,796 101,509 
Accounts receivable, prepaid expenses and other assets, net160,646 150,443 
Total assets$5,985,603 $6,069,299 
Liabilities
Secured debt, net$79,065 $113,070 
Term loans, net1,044,916 1,040,258 
Senior unsecured notes, net1,248,393 1,248,773 
Accounts payable and accrued liabilities146,276 108,792 
Lease intangible liabilities, net57,725 69,946 
Total liabilities2,576,375 2,580,839 
Commitments and contingencies (Note 15)00
Equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2020 and 20190 0 
Common stock, $0.01 par value; 500,000,000 shares authorized, 210,560,815 and 205,208,018 shares issued and outstanding as of December 31, 2020 and 2019, respectively2,106 2,052 
Additional paid-in capital4,163,228 4,072,079 
Cumulative distributions in excess of net income(716,195)(573,283)
Accumulated other comprehensive loss(39,911)(12,388)
Total equity3,409,228 3,488,460 
Total liabilities and equity$5,985,603 $6,069,299 
See accompanying notes to consolidated financial statements.
F-4

SABRA HEALTH CARE REIT, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share amounts)
Year Ended December 31,
 202020192018
Revenues:
Rental and related revenues$430,584 $452,138 $536,605 
Interest and other income11,940 81,540 16,667 
Resident fees and services156,045 128,058 70,137 
   
Total revenues598,569 661,736 623,409 
   
Expenses:
Depreciation and amortization176,737 181,549 191,379 
Interest100,424 126,610 147,106 
Triple-net portfolio operating expenses20,590 22,215 0 
Senior housing - managed portfolio operating expenses110,963 86,257 49,546 
General and administrative32,755 30,886 37,094 
Provision for straight-line rent reserves, loan losses and other reserves1,855 1,238 39,075 
Impairment of real estate4,003 121,819 1,413 
   
Total expenses447,327 570,574 465,613 
   
Other income (expense):
Loss on extinguishment of debt(531)(16,340)(2,917)
Other income2,154 2,094 4,480 
Net gain on sales of real estate2,861 2,300 128,198 
Total other income (expense)4,484 (11,946)129,761 
Income before loss from unconsolidated joint venture and income tax expense155,726 79,216 287,557 
Loss from unconsolidated joint venture(16,599)(6,796)(5,431)
Income tax expense(710)(3,402)(3,011)
Net income138,417 69,018 279,115 
Net income attributable to noncontrolling interest0 (22)(33)
Net income attributable to Sabra Health Care REIT, Inc.138,417 68,996 279,082 
Preferred stock dividends0 0 (9,768)
Net income attributable to common stockholders$138,417 $68,996 $269,314 
Net income attributable to common stockholders, per:
   
Basic common share$0.67 $0.37 $1.51 
   
Diluted common share$0.67 $0.37 $1.51 
   
Weighted-average number of common shares outstanding, basic206,223,503 187,172,210 178,305,738 
   
Weighted-average number of common shares outstanding, diluted207,252,830 188,127,092 178,721,744 
See accompanying notes to consolidated financial statements.
F-5

SABRA HEALTH CARE REIT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except footnote data)

Year Ended December 31,
 202020192018
Net income$138,417 $69,018 $279,115 
Other comprehensive (loss) income:
Unrealized (loss) gain, net of tax:
Foreign currency translation (loss) gain(315)679 720 
Unrealized (loss) gain on cash flow hedges (1)
(27,208)(25,368)292 
Total other comprehensive (loss) income(27,523)(24,689)1,012 
Comprehensive income110,894 44,329 280,127 
Comprehensive income attributable to noncontrolling interest0 (22)(33)
Comprehensive income attributable to Sabra Health Care REIT, Inc.$110,894 $44,307 $280,094 
(1)    Amounts are net of income tax benefit of $138,000, $49,000 and $48,000 for the years ended December 31, 2020, 2019 and 2018, respectively.
See accompanying notes to consolidated financial statements.

F-6

SABRA HEALTH CARE REIT, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except share and per share amounts)
 Preferred StockCommon StockAdditional
Paid-in Capital		Cumulative Distributions in Excess of Net IncomeAccumulated Other Comprehensive Income (Loss)Total
Stockholders’
Equity		Noncontrolling InterestsTotal Equity
 SharesAmountsSharesAmounts
Balance, December 31, 20175,750,000 $58 178,255,843 $1,783 $3,636,913 $(217,236)$11,289 $3,432,807 $4,442 $3,437,249 
Cumulative effect of ASU 2017-12 adoption— — — — — (795)795 — — 0 
Net income— — — — — 279,082 — 279,082 33 279,115 
Other comprehensive income— — — — — — 217 217 — 217 
Distributions to noncontrolling interest— — — — — — — — (142)(142)
Amortization of stock-based compensation— — — — 9,574 — — 9,574 — 9,574 
Preferred stock redemption(5,750,000)(58)— — (138,191)(5,501)— (143,750)— (143,750)
Common stock issuance, net— — 50,685 0 (371)— — (371)— (371)
Preferred dividends— — — — — (4,267)— (4,267)— (4,267)
Common dividends ($1.80 per share)— — — — — (322,878)— (322,878)— (322,878)
Balance, December 31, 20180 0 178,306,528 1,783 3,507,925 (271,595)12,301 3,250,414 4,333 3,254,747 
Cumulative effect of Topic 842 adoption— — — — — (32,502)— (32,502)— (32,502)
Net income— — — — — 68,996 — 68,996 22 69,018 
Other comprehensive loss— — — — — — (24,689)(24,689)— (24,689)
Buyout of noncontrolling interest— — — — 4,039 — — 4,039 (4,039)0 
Distributions to noncontrolling interest— — — — — — — — (316)(316)
Amortization of stock-based compensation— — — — 12,567 — — 12,567 — 12,567 
Common stock issuance, net— — 26,901,490 269 547,548 — — 547,817 — 547,817 
Common dividends ($1.80 per share)— — — — — (338,182)— (338,182)— (338,182)
Balance, December 31, 20190 0 205,208,018 2,052 4,072,079 (573,283)(12,388)3,488,460 0 3,488,460 
Cumulative effect of Topic 326 adoption— — — — — (167)— (167)— (167)
Net income— — — — — 138,417 — 138,417 0 138,417 
Other comprehensive loss— — — — — — (27,523)(27,523)— (27,523)
Amortization of stock-based compensation— — — — 10,769 — — 10,769 — 10,769 
Common stock issuance, net— — 5,352,797 54 80,380 — — 80,434 — 80,434 
Common dividends ($1.35 per share)— — — — — (281,162)— (281,162)— (281,162)
Balance, December 31, 20200 $0 210,560,815 $2,106 $4,163,228 $(716,195)$(39,911)$3,409,228 $0 $3,409,228 
See accompanying notes to consolidated financial statements.
F-7

SABRA HEALTH CARE REIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
 202020192018
Cash flows from operating activities:
Net income$138,417 $69,018 $279,115 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization176,737 181,549 191,379 
Non-cash rental and related revenues(4,458)(19,449)(36,443)
Non-cash interest income(2,351)(2,212)(2,300)
Non-cash interest expense8,418 10,080 10,137 
Stock-based compensation expense7,907 9,819 7,648 
Non-cash lease termination income0 (10,579)0 
Loss on extinguishment of debt531 16,340 2,917 
Provision for loan losses and other reserves1,855 1,238 39,075 
Net gain on sales of real estate(2,861)(2,300)(128,198)
Impairment of real estate4,003 121,819 1,413 
Loss from unconsolidated joint venture16,599 6,796 5,431 
Distributions of earnings from unconsolidated joint venture12,795 13,865 8,910 
Changes in operating assets and liabilities:
Accounts receivable, prepaid expenses and other assets, net(6,398)(9,639)(6,753)
Accounts payable and accrued liabilities3,658 (13,870)(11,745)
Net cash provided by operating activities354,852 372,475 360,586 
Cash flows from investing activities:
Acquisition of real estate(92,945)(51,136)(261,511)
Origination and fundings of loans receivable(1,651)(13,065)(50,731)
Origination and fundings of preferred equity investments(20,069)0 (5,313)
Additions to real estate(47,354)(25,451)(27,697)
Repayments of loans receivable4,093 18,367 51,789 
Repayments of preferred equity investments3,419 5,079 6,870 
Net proceeds from sales of real estate16,751 329,050 382,560 
Investment in unconsolidated joint venture0 0 (354,461)
Distributions in excess of earnings from unconsolidated joint venture1,305 0 0 
Net cash (used in) provided by investing activities(136,451)262,844 (258,494)
Cash flows from financing activities:
Net repayments of revolving credit facility0 (624,000)(17,000)
Proceeds from issuance of senior unsecured notes0 638,779 0 
Principal payments on senior unsecured notes0 (700,000)0 
Principal payments on term loans0 (145,000)0 
Principal payments on secured debt(3,072)(3,436)(140,338)
Payments of deferred financing costs(830)(15,598)(352)
Payments related to extinguishment of debt0 (10,502)(2,043)
Distributions to noncontrolling interest0 (316)(142)
Preferred stock redemption0 0 (143,750)
Issuance of common stock, net80,092 549,328 (499)
Dividends paid on common stock(278,299)(335,435)(325,220)
Net cash used in financing activities(202,109)(646,180)(629,344)
Net increase (decrease) in cash, cash equivalents and restricted cash16,292 (10,861)(527,252)
Effect of foreign currency translation on cash, cash equivalents and restricted cash88 346 (539)
Cash, cash equivalents and restricted cash, beginning of period49,143 59,658 587,449 
Cash, cash equivalents and restricted cash, end of period$65,523 $49,143 $59,658 
See accompanying notes to consolidated financial statements.
F-8

SABRA HEALTH CARE REIT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands)
Year Ended December 31,
 202020192018
Supplemental disclosure of cash flow information:
Interest paid$92,589 $123,854 $137,668 
Income taxes paid$2,439 $3,911 $1,800 
Supplemental disclosure of non-cash investing activities:
Decrease in loans receivable and other investments due to acquisition of real estate$20,731 $0 $0 
Secured debt assumed by buyers in connection with sales of real estate$31,830 $0 $0 
See accompanying notes to consolidated financial statements.

F-9

SABRA HEALTH CARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 United States (“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 U.S. and Canada. Sabra owns substantially all of its assets and properties 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 a wholly owned subsidiary of Sabra is currently the only limited partner, or by subsidiaries of the Operating Partnership. The Company’s investment portfolio is primarily comprised of skilled nursing/transitional care facilities, senior housing communities (“Senior Housing - Leased”) and specialty hospitals and other facilities, in each case leased to third-party operators; senior housing communities operated by third-party property managers pursuant to property management agreements (“Senior Housing - Managed”); investments in loans receivable; preferred equity investments; and a 49% equity interest in the Enlivant Joint Venture (as defined below).
COVID-19
In March 2020, the World Health Organization declared COVID-19 a pandemic, and the United States declared a national emergency with respect to COVID-19. In the intervening months, COVID-19 has spread globally and led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. Although some of these governmental restrictions have since been lifted or scaled back, a recent surge of COVID-19 infections has resulted in the re-imposition of certain restrictions and may lead to other restrictions being re-implemented in response to efforts to reduce the spread of COVID-19. In December 2020, distribution of the COVID-19 vaccine began to all 50 states, and while states have the authority over who receives the vaccine, the Centers for Disease Control and Prevention recommended that the initial distribution prioritize healthcare workers and residents of long-term care facilities. However, governmental restrictions may remain in place for a significant amount of time. The ongoing COVID-19 pandemic and measures intended to prevent its spread have negatively impacted and are expected to continue to negatively impact the Company and its operations in a number of ways, including but not limited to:
•Decreased occupancy and increased operating costs for the Company’s tenants and borrowers, which have negatively impacted their operating results and may adversely impact their ability to make full and timely rental payments and debt service payments, respectively, to the Company. In some cases, the Company may have to restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to the Company as those currently in place. Reduced or modified rental and debt service amounts could result in the determination that the full amounts of the Company’s investments are not recoverable, which could result in an impairment charge. To date, the impact of COVID-19 on the Company’s skilled nursing/transitional care facility operators has been significantly mitigated by the assistance they have received or expect to receive from state and federal assistance programs, including through the CARES Act (as defined and further described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Skilled Nursing Facility Reimbursement Rates” in Part II, Item 7), although these benefits on an individual operator basis vary and may not provide enough relief to meet their rental obligations to the Company. As of September 1, 2020, eligible assisted living facility operators may apply for funding through the CARES Act, and the assistance received or expected to be received will partially mitigate the negative impact of COVID-19 on the Company’s eligible assisted living facility operators. As of December 31, 2020, the Company’s tenants and borrowers have continued to pay expected cash rents and debt service obligations consistent with past practice. However, the longer the duration of the COVID-19 pandemic, the more likely that the Company’s tenants and borrowers will begin to default on these obligations. Such defaults could materially and adversely affect the Company’s results of operations and liquidity, in addition to resulting in potential impairment charges.
•Decreased occupancy and increased operating costs within the Company’s Senior Housing - Managed portfolio and in the Company’s 49% equity interest in a joint venture with affiliates of Enlivant and TPG Real Estate, the real estate platform of TPG, that owns senior housing communities managed by Enlivant (the “Enlivant Joint Venture”),
F-10

which have negatively impacted and are expected to continue to negatively impact the operating results of these investments. As noted above, as of September 1, 2020, eligible assisted living facility operators may apply for funding through the CARES Act, and the assistance received or expected to be received will partially mitigate the negative impact of COVID-19 on the Company’s Senior Housing - Managed portfolio and the Enlivant Joint Venture. In addition, on October 1, 2020, the Department of Health and Human Services announced $20 billion of new funding for assisted living facility operators that have already received funds and to those who were previously ineligible. During the year ended December 31, 2020, the Company recognized government grants under the CARES Act and other programs of $5.3 million. Prolonged deterioration in the operating results for the Company’s investments in its Senior Housing - Managed portfolio and the Enlivant Joint Venture could result in the determination that the full amounts of the Company’s investments are not recoverable, which could result in an impairment charge.
The Company’s financial results as of and for the year ended December 31, 2020 reflect the results of the Company’s evaluation of the impact of COVID-19 on its business including, but not limited to, its evaluation of potential impairments of long-lived or other assets, measurement of credit losses on financial instruments, evaluation of any lease modifications, evaluation of lease accounting impact, estimates of fair value and the Company’s ability to continue as a going concern.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The accompanying consolidated financial statements include the accounts of Sabra and its wholly owned subsidiaries as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018. All significant intercompany transactions and balances have been eliminated in consolidation. The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).
GAAP requires the Company to identify entities for which control is achieved through voting rights or other means 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 December 31, 2020, the Company determined that it was 0t the primary beneficiary of any VIEs.
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 whether 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 December 31, 2020 and 2019, NaN of the Company’s investments in loans were accounted for as real estate joint ventures.
As it relates to investments in joint ventures, the Company assesses any limited partners’ rights and their impact on the presumption of control of the limited partnership by any single partner. The Company also applies this guidance to managing member interests in limited liability companies. The Company reassesses its determination of which entity controls the joint venture if: there is a change to the terms or in the exercisability of the rights of any partners or members, the sole general partner or managing member increases or decreases its ownership interests, or there is an increase or decrease in the number of outstanding ownership interests. As of December 31, 2020, the Company’s determination of which entity controls its investments in joint ventures has not changed as a result of any reassessment.
F-11

Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.
Reclassifications
Certain amounts in the Company’s consolidated statements of income for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations.
Out of Period Adjustments
During the three months ended September 30, 2020, the Company identified certain historical errors in the recording of depreciation and amortization expense related to the basis difference in the Enlivant Joint Venture and not correctly expensing the allocable portion of the basis difference upon the sale of assets in the Enlivant Joint Venture. These errors impacted the Company’s investment in unconsolidated joint venture and loss from unconsolidated joint venture as well as its consolidated statements of income, consolidated statements of comprehensive income and consolidated statements of equity since 2018, which impacted the annual periods previously issued. These errors resulted in understating (overstating) previously recorded loss from unconsolidated joint venture and overstating (understating) previously recorded net income by $0.1 million and ($1.7) million for the years ended December 31, 2019 and 2018, respectively. These out of period adjustments were recorded during the year ended December 31, 2020, resulting in a decrease to loss from unconsolidated joint venture and an increase to net income of $1.6 million. Management evaluated the impact of the errors to the current period and prior period financial statements and determined that the impact was not material to any of the impacted periods.
Real Estate Investments and Rental Revenue Recognition
Real Estate Acquisition Valuation
All assets acquired and liabilities assumed in an acquisition of real estate accounted for as a business combination are measured at their acquisition date fair values. For acquisitions of real estate accounted for as an asset acquisition, the fair value of consideration transferred by the Company (including transaction costs) is allocated to all assets acquired and liabilities assumed on a relative fair value basis. The acquisition value of land, building and improvements are included in real estate investments on the accompanying consolidated balance sheets. The acquisition value of above market lease, tenant origination and absorption costs and tenant relationship intangible assets is included in lease intangible assets, net on the accompanying consolidated balance sheets. The acquisition value of below market lease intangible liabilities is included in lease intangible liabilities, net on the accompanying consolidated balance sheets. Acquisition costs associated with real estate acquisitions deemed asset acquisitions are capitalized, and costs associated with real estate acquisitions deemed business combinations are expensed as incurred. Restructuring costs that do not meet the definition of a liability at the acquisition date are expensed in periods subsequent to the acquisition date.
Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities require the Company to make significant assumptions to estimate market lease rates, property operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, and the number of years the property will be held for investment. The Company makes its best estimate based on the Company’s evaluation of the specific characteristics of each tenant’s lease. The use of inappropriate assumptions would result in an incorrect valuation of the Company’s acquired tangible assets, identifiable intangibles and assumed liabilities, which would impact the amount of the Company’s net income.
Depreciation and Amortization
Real estate costs related to the acquisition and improvement of properties are capitalized and amortized on a straight-line basis over the lesser of the expected useful life of the asset and the remaining lease term of any property subject to a ground lease. Tenant improvements are capitalized and amortized on a straight-line basis over the lesser of the expected useful life of the asset and the remaining lease term. Depreciation is discontinued when a property is identified as held for sale. Repair and maintenance costs are charged to expense as incurred and significant replacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset to determine its appropriate useful life. Depreciation of real estate assets and amortization of tenant origination and absorption costs and tenant relationship lease intangibles are included in depreciation and amortization on the accompanying consolidated statements of income. Amortization of above and below market lease intangibles is included in rental income on the accompanying consolidated statements of income. The Company anticipates the estimated useful lives of its assets by class to be generally as follows: land improvements, five to 20 years; buildings and building improvements, five to
F-12

40 years; and furniture and equipment, three to 10 years. Intangibles are generally amortized over the remaining noncancellable lease terms, with tenant relationship intangible amortization periods including extension periods of up to 10 years.
Impairment of Real Estate Investments
The Company regularly monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate investments may not be recoverable or realized. When indicators of potential impairment suggest that the carrying value of real estate investments may not be recoverable, the Company assesses the recoverability by estimating whether the Company will recover the carrying value of its real estate investments through the future cash flows and the eventual disposition of the investment. In some instances, there may be various potential outcomes for an investment and its potential future cash flows. In these instances, the future cash flows used to assess recoverability are based on several assumptions and are probability-weighted based on the Company’s best estimates as of the date of evaluation. These assumptions include, among others, cash flow projections, holding period, market capitalization rates, and letters of intent, purchase and sale agreements and recent sales data for comparable properties. When necessary, a discount rate assumption may be used to determine fair value. The assumptions are generally based on management’s experience in its local real estate markets, and the effects of current market conditions, which are subject to economic and market uncertainties. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of its real estate investments, the Company would record an impairment loss to the extent that the carrying value exceeds the estimated fair value of its real estate investments.
Revenue Recognition
The Company recognizes rental revenue from tenants, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when it is probable that substantially all rents over the life of a lease are collectible. Certain of the Company’s leases provide for contingent rents equal to a percentage of the facility’s revenue in excess of specified base amounts or other thresholds. Such revenue is recognized when actual results reported by the tenant, or estimates of tenant results, exceed the applicable base amount or other threshold.
The Company assesses the collectability of rents on a lease-by-lease basis, and in doing so, considers such things as historical bad debts, tenant creditworthiness, current economic trends, facility operating performance, lease structure, credit enhancements (including guarantees), current developments relevant to a tenant’s business specifically and to its business category generally, and changes in tenants’ payment patterns. The Company’s assessment includes an estimation of a tenant’s ability to fulfill all of its rental obligations over the remaining lease term. In addition, with respect to tenants in bankruptcy, management makes estimates of the expected recovery of pre-petition and post-petition claims in assessing the estimated collectability of the related receivable. If at any time the Company cannot determine that it is probable that substantially all rents over the life of a lease are collectible, rental revenue will be recognized only to the extent of payments received, and all receivables associated with the lease will be written off irrespective of amounts expected to be collectible. Any recoveries of these amounts will be recorded in future periods upon receipt of payment. Write-offs of receivables and any recoveries of previously written-off receivables are recorded as adjustments to rental revenue.
Revenue from resident fees and services is recorded monthly as services are provided and includes resident room and care charges, ancillary services charges and other resident charges.
Government Grants
Government assistance provided to the Company in the form of an income grant, which is not related to long-lived assets and is not required to be repaid, is recognized as grant income when there is reasonable assurance that the grant will be received and the Company will comply with any conditions associated with the grant. Additionally, grants are recognized over the periods in which the Company recognizes the qualifying expenses and/or lost income for which the grants are intended to compensate. As of December 31, 2020, the amount of qualifying expenditures exceeded amounts recognized under the CARES Act and other programs, and the Company had complied with all grant conditions. Accordingly, during the year ended December 31, 2020, the Company recognized $1.8 million of grants in resident fees and services and $3.5 million of grants in loss from unconsolidated joint venture in the accompanying consolidated statements of income.
Assets Held for Sale, Dispositions and Discontinued Operations
The Company generally considers real estate to be “held for sale” when the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for sale immediately, (iii) the property is actively being marketed for sale at a price that is reasonable in relation to its current fair value, (iv) the sale of the property within one year is considered probable and (v) significant changes to the plan to sell are not expected. Real estate that is held for sale and its related assets are classified as assets held for sale and are included in accounts receivable, prepaid expenses and other assets, net on the accompanying consolidated balance sheets. Secured indebtedness and other liabilities related to real estate held for sale
F-13

are classified as liabilities related to assets held for sale and are included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets. Real estate classified as held for sale is no longer depreciated and is reported at the lower of its carrying value or its estimated fair value less estimated costs to sell. As of December 31, 2020 and 2019, the Company did 0t have any assets held for sale.
For sales of real estate where the Company has collected the consideration to which it is entitled in exchange for transferring the real estate, the related assets and liabilities are removed from the balance sheet and the resultant gain or loss is recorded in the period in which the transaction closes. Any post-sale involvement is accounted for as separate performance obligations, and when the separate performance obligations are satisfied, the portion of the sales price allocated to each such obligation is recognized.
Additionally, the Company records the operating results related to real estate that has been disposed of or classified as held for sale as discontinued operations for all periods presented if it represents a strategic shift that has or will have a major effect on the Company’s operations and financial results.
Investment in Unconsolidated Joint Venture
The Company reports investments in unconsolidated entities over whose operating and financial policies it has the ability to exercise significant influence under the equity method of accounting. Under this method of accounting, the Company’s share of the investee’s earnings or losses is included in the Company’s consolidated statements of income. The initial carrying value of the investment is based on the amount paid to purchase the joint venture interest. Differences between the Company’s cost basis and the basis reflected at the joint venture level are generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of earnings of the joint venture. In addition, distributions received from unconsolidated entities are classified based on the nature of the activity or activities that generated the distribution.
The Company regularly monitors events and changes in circumstances that could indicate that the carrying amounts of its equity method investments may not be recoverable or realized. When indicators of potential impairment are identified, the Company evaluates its equity method investments for impairment based on a comparison of the fair value of the investment to its carrying value. The fair value is estimated based on discounted cash flows that include all estimated cash inflows and outflows over a specified holding period and any estimated debt premiums or discounts. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of its equity method investment, the Company would record an impairment loss to the extent that the carrying value exceeds the estimated fair value of its equity method investment.
Loans Receivable and Interest Income
Loans Receivable
The Company’s loans receivable are reflected at amortized cost on the accompanying consolidated balance sheets. The amortized cost of a loan receivable is the outstanding unpaid principal balance, net of unamortized discounts, costs and fees directly associated with the origination of the loan.
Loans acquired in connection with a business combination are recorded at their acquisition date fair value. The Company determines the fair value of loans receivable based on estimates of expected discounted cash flows, collateral, credit risk and other factors. The Company does not establish a valuation allowance at the acquisition date, as the amount of estimated future cash flows reflects its judgment regarding their uncertainty. The Company recognizes the difference between the acquisition date fair value and the total expected cash flows as interest income using the effective interest method over the life of the applicable loan. The Company immediately recognizes in income any unamortized balances if the loan is repaid before its contractual maturity.
On a quarterly basis, the Company evaluates the collectability of its loan portfolio, including the portion of unfunded loan commitments expected to be funded, and establishes an allowance for credit losses. The allowance for credit losses is calculated using the related amortization schedules, payment histories and loan-to-value ratios. The following rates are applied to determine the aggregate expected losses, which is recorded as the allowance for credit losses: (i) a default rate, (ii) a liquidation cost rate and (iii) a distressed property reduction rate. If no loan-to-value ratio is available, a loss severity rate is applied in place of the liquidation cost rate and the distressed property reduction rate. The default rate is based on average charge-off and delinquency rates from the Federal Reserve, and the other rates are based on industry research and historical performance of a similar portfolio of financial assets. The allowance for credit losses is a valuation allowance that reflects management’s estimate of losses inherent in the loan portfolio as of the balance sheet date. The reserve is adjusted through provision for loan losses and other reserves on the Company’s consolidated statements of income and is decreased by charge-offs to specific loans when losses are confirmed.
F-14

Interest Income
Interest income on the Company’s loans receivable is recognized on an accrual basis over the life of the investment using the interest method. Direct loan origination costs are amortized over the term of the loan as an adjustment to interest income. When concerns exist as to the ultimate collection of principal or interest due under a loan, the loan is placed on nonaccrual status, and the Company will not recognize interest income until the cash is received, or the loan returns to accrual status. If the Company determines that the collection of interest according to the contractual terms of the loan or through the receipts of assets in satisfaction of contractual amounts due is probable, the Company will resume the accrual of interest. In instances where borrowers are in default under the terms of their loans, the Company may continue recognizing interest income provided that all amounts owed under the contractual terms of the loan, including accrued and unpaid interest, do not exceed the estimated fair value of the collateral, less costs to sell.
On a quarterly basis, the Company evaluates the collectability of its interest income receivable and establishes a reserve for amounts not expected to be collected. The Company’s evaluation includes reviewing credit quality indicators such as payment status, changes affecting the operations of the facilities securing the loans, and national and regional economic factors. The reserve is a valuation allowance that reflects management’s estimate of losses inherent in the interest income receivable balance as of the balance sheet date. The reserve is adjusted through provision for loan losses and other reserves on the Company’s consolidated statements of income and is decreased by charge-offs to specific receivables when losses are confirmed.
Preferred Equity Investments and Preferred Return
Preferred equity investments are accounted for at unreturned capital contributions, plus accrued and unpaid preferred returns. The Company recognizes preferred return income on a monthly basis based on the outstanding investment including any previously accrued and unpaid return. As a preferred member of the preferred equity joint ventures in which the Company participates, the Company is not entitled to share in the joint venture’s earnings or losses. Rather, the Company is entitled to receive a preferred return, which is deferred if the cash flow of the joint venture is insufficient to currently pay the accrued preferred return.
The Company regularly monitors events and changes in circumstances that could indicate that the carrying amounts of its preferred equity investments may not be recoverable or realized. On a quarterly basis, the Company evaluates its preferred equity investments for impairment based on a comparison of the fair value of the investment to its carrying value. The fair value is estimated based on discounted cash flows that include all estimated cash inflows and outflows over a specified holding period. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of its preferred equity investment, the Company would record an impairment loss to the extent that the carrying value exceeds the estimated fair value of its preferred equity investment.
Cash and Cash Equivalents
The Company considers all short-term (with an original maturity of three months or less), highly-liquid investments utilized as part of the Company’s cash-management activities to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value.
The Company’s cash and cash equivalents balance exceeded federally insurable limits as of December 31, 2020. To date, the Company has experienced no loss or lack of access to cash in its operating accounts. The Company has a corporate banking relationship with Bank of America, N.A. in which it deposits the majority of its cash.
Restricted Cash
Restricted cash primarily consists of amounts held by an exchange accommodation titleholder or by secured debt lenders to provide for future real estate tax expenditures, tenant improvements and capital expenditures. Pursuant to the terms of the Company’s leases with certain tenants, the Company has assigned its interests in certain of these restricted cash accounts with secured debt lenders to the tenants, and this amount is included in accounts payable and accrued liabilities on the Company’s consolidated balance sheets. As of December 31, 2020 and 2019, restricted cash totaled $6.4 million and $10.0 million, respectively, and restricted cash obligations totaled $3.5 million and $5.6 million, respectively.
Stock-Based Compensation
Stock-based compensation expense for stock-based awards granted to Sabra’s employees (team members) and its non-employee directors is recognized in the statements of income based on the estimated grant date fair value, as adjusted. Compensation expense for awards with graded vesting schedules is generally recognized ratably over the period from the grant date to the date when the award is no longer contingent on the recipient providing additional services. Compensation expense
F-15

for awards with performance-based vesting conditions is recognized based on the Company’s estimate of the ultimate value of such award after considering the Company’s expectations of future performance. Forfeitures of stock-based awards are recognized as they occur.
Deferred Financing Costs
Deferred financing costs representing fees paid to third parties are amortized over the terms of the respective financing agreements using the interest method. Deferred financing costs related to secured debt, term loans and senior unsecured notes are recorded as a reduction of the related debt liability, and deferred financing costs related to the revolving credit facility are recorded in accounts receivable, prepaid expenses and other assets, net. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financings that do not close are expensed in the period in which it is determined that the financing will not close.
Income Taxes
The Company elected to be treated as a REIT with the filing of its U.S. federal income tax return for the taxable year beginning January 1, 2011. The Company believes that it has been organized and operated, and it intends to continue to operate, in a manner to qualify as a REIT. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income to stockholders (which is computed without regard to the dividends-paid deduction or net capital gains and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax on income that it distributes as dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially and adversely affect the Company’s net income and net cash available for distribution to stockholders. However, the Company believes that it is organized and operates in such a manner as to qualify for treatment as a REIT.
As a result of certain investments, the Company now records income tax expense or benefit with respect to certain of its entities that are taxed as taxable REIT subsidiaries under provisions similar to those applicable to regular corporations and not under the REIT provisions.
The Company accounts for deferred income taxes using the asset and liability method and recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s financial statements or tax returns. Under this method, the Company determines deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes a change in the Company’s judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if the Company believes it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes a change in the Company’s judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur. 
The Company evaluates its tax positions using a two-step approach: step one (recognition) occurs when the Company concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination, and step two (measurement) is only addressed if step one has been satisfied (i.e., the position is more likely than not to be sustained). Under step two, the tax benefit is measured as the largest amount of benefit (determined on a cumulative probability basis) that is more likely than not to be realized upon ultimate settlement. The Company will recognize tax penalties relating to unrecognized tax benefits as additional tax expense.
Foreign Currency
Certain of the Company’s subsidiaries’ functional currencies are the local currencies of their respective foreign jurisdictions. The Company translates the results of operations of its foreign subsidiaries into U.S. dollars using average rates of exchange in effect during the period presented, and it translates balance sheet accounts using exchange rates in effect at the end of the period presented. The Company records resulting currency translation adjustments in accumulated other comprehensive loss, a component of stockholders’ equity, on its consolidated balance sheets, and it records foreign currency transaction gains and losses as a component of interest and other income on its consolidated statements of income.
F-16

Derivative Instruments
The Company uses certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception, the Company must make an assessment that the transaction that the Company intends to hedge is probable of occurring, and this assessment must be updated each reporting period.
The Company recognizes all derivative instruments as assets or liabilities on the consolidated balance sheets at their fair value. For derivatives designated and qualified as a hedge, the change in fair value of the effective portion of the derivatives is recognized in accumulated other comprehensive loss. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria for hedge accounting would be recognized in earnings.
The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific transactions, as well as recognizing obligations or assets on the consolidated balance sheets. The Company also assesses and documents, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying transaction will not occur, the Company would discontinue hedge accounting prospectively and record the appropriate adjustment to earnings based on the then-current fair value of the derivative.
Fair Value Measurements
Under GAAP, the Company is required to measure certain financial instruments at fair value on a recurring basis. In addition, the Company is required to measure other financial instruments and balances at fair value on a non-recurring basis (e.g., carrying value of impaired loans receivable and long-lived assets). Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:
•Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;
•Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
•Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable.
When available, the Company utilizes quoted market prices from an independent third-party source to determine fair value and classifies such items as Level 1 or Level 2. In instances where the market for a financial instrument is not active, regardless of the availability of a nonbinding quoted market price, observable inputs might not be relevant and could require the Company to make a significant adjustment to derive a fair value measurement. Additionally, in an inactive market, a market price quoted from an independent third party may rely more on models with inputs based on information available only to that independent third party. When the Company determines the market for a financial instrument owned by the Company to be illiquid or when market transactions for similar instruments do not appear orderly, the Company may use several valuation sources (including internal valuations, discounted cash flow analysis and quoted market prices) to establish a fair value. If more than one valuation source is used, the Company will assign weights to the various valuation sources. Additionally, when determining the fair value of liabilities in circumstances in which a quoted price in an active market for an identical liability is not available, the Company measures fair value using (i) a valuation technique that uses the quoted price of the identical liability when traded as an asset or quoted prices for similar liabilities or similar liabilities when traded as assets or (ii) another valuation technique that is consistent with the principles of fair value measurement, such as the income approach or the market approach.
Changes in assumptions or estimation methodologies can have a material effect on these estimated fair values. In this regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, may not be realized in an immediate settlement of the instrument.
The Company considers the following factors to be indicators of an inactive market: (i) there are few recent transactions, (ii) price quotations are not based on current information, (iii) price quotations vary substantially either over time or among market makers (for example, some brokered markets), (iv) indexes that previously were highly correlated with the fair values of the asset or liability are demonstrably uncorrelated with recent indications of fair value for that asset or liability, (v) there is a
F-17

significant increase in implied liquidity risk premiums, yields, or performance indicators (such as delinquency rates or loss severities) for observed transactions or quoted prices when compared with the Company’s estimate of expected cash flows, considering all available market data about credit and other nonperformance risk for the asset or liability, (vi) there is a wide bid-ask spread or significant increase in the bid-ask spread, (vii) there is a significant decline or absence of a market for new issuances (that is, a primary market) for the asset or liability or similar assets or liabilities, and (viii) little information is released publicly (for example, a principal-to-principal market).
The Company considers the following factors to be indicators of non-orderly transactions: (i) there was not adequate exposure to the market for a period before the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities under current market conditions, (ii) there was a usual and customary marketing period, but the seller marketed the asset or liability to a single market participant, (iii) the seller is in or near bankruptcy or receivership (that is, distressed), or the seller was required to sell to meet regulatory or legal requirements (that is, forced), and (iv) the transaction price is an outlier when compared with other recent transactions for the same or similar assets or liabilities.
Per Share Data
Basic earnings per common share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock and common equivalents outstanding during the period. Diluted earnings per common share is calculated by including the effect of dilutive securities. See Note 14, “Earnings Per Common Share.”
Industry Segments
The Company has 1 reportable segment consisting of investments in healthcare-related real estate properties.
Beds, Units and Other Measures
The number of beds, units and other measures used to describe the Company’s real estate investments included in the Notes to Consolidated Financial Statements are presented on an unaudited basis.
Recently Issued Accounting Standards Update
Adopted
Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases, as amended by subsequent ASUs (“Topic 842”) using the modified retrospective transition method. Topic 842 supersedes guidance related to accounting for leases and provides for the recognition of lease assets and lease liabilities by lessees for those leases previously classified as operating leases under GAAP. In addition, the Company elected to use the available practical expedients, and therefore did not reassess classification of its existing leases and did not separate lease and nonlease components (such as services rendered). As a result of electing these practical expedients, the Company, beginning January 1, 2019, recognizes revenue from its leased skilled nursing/transitional care facilities, Senior Housing - Leased communities, and specialty hospitals and other facilities under Topic 842 and recognizes revenue from its Senior Housing - Managed communities under the Revenue ASUs (codified under Topic 606). Upon adoption of Topic 842, the Company recognized its operating leases for which it is the lessee, mainly its corporate office lease and ground leases, as a lease liability of $10.0 million, included in accounts payable and accrued liabilities on the consolidated balance sheets, and a corresponding right-of-use asset, included in accounts receivable, prepaid expenses and other assets, net on the consolidated balance sheets. Upon adoption of Topic 842 and as of the adoption date, the Company recorded a $32.5 million reduction in equity and accounts receivable due to the cumulative effect of this change. This reduction consisted of $17.5 million of straight-line rental income receivables and $15.0 million of cash rent receivables, although management believes the $15.0 million of cash rent receivables are collectible.
In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires that a financial asset (or a group of financial assets) measured at amortized cost basis be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The amendments in ASU 2016-13 are an improvement because they eliminate the probable initial recognition threshold under current GAAP and, instead, reflect an entity’s current estimate of all expected credit losses. Previously, when credit losses were measured under GAAP, an entity generally only considered past events and current conditions in measuring the incurred loss. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses (“ASU 2018-19”), which amends ASU 2016-13 to clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20, and instead, impairment of such receivables should be accounted for in accordance with Topic 842. In
F-18

November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses (“ASU 2019-11”), which amends ASU 2016-13 to clarify or address stakeholders’ specific issues about certain aspects of ASU 2016-13. ASU 2016-13, ASU 2018-19 and ASU 2019-11 are effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted as of the fiscal years beginning after December 15, 2018. An entity will apply the amendments in these updates through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company adopted ASU 2016-13, ASU 2018-19 and ASU 2019-11 (collectively, “Topic 326”) on January 1, 2020.
The financial assets within the scope of Topic 326 are the Company’s investments in a sales-type lease and loans receivable, including the portion of unfunded loan commitments expected to be funded. The allowance for credit losses is calculated using the related amortization schedules, payment histories and loan-to-value ratios. The following rates are applied to determine the aggregate expected losses, which is recorded as the allowance for credit losses: (i) a default rate, (ii) a liquidation cost rate and (iii) a distressed property reduction rate. If no loan-to-value ratio is available, a loss severity rate is applied in place of the liquidation cost rate and the distressed property reduction rate. The default rate is based on average charge-off and delinquency rates from the Federal Reserve, and the other rates are based on industry research and historical performance of a similar portfolio of financial assets. Related interest income receivable balances are evaluated separately for collectability, and reserves are established based on management’s estimate of losses.
Upon adoption of these standards, the Company recognized the cumulative effect on the opening balance of the allowance for credit losses in the condensed consolidated balance sheets, which resulted in an increase to cumulative distributions in excess of net income and a decrease to total assets of $0.2 million.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 updates the fair value measurement disclosure requirements by (i) eliminating certain requirements, including disclosure of the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements, (ii) modifying certain requirements, including clarifying that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date and (iii) adding certain requirements, including disclosure of the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted for any eliminated or modified disclosures. The Company adopted ASU 2018-13 on January 1, 2020. The adoption of ASU 2018-13 did not have a material impact on the Company’s consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes the liability and equity separation models for convertible instruments. Instead, entities will account for convertible debt instruments wholly as debt unless convertible instruments contain features that require bifurcation as a derivative or that result in substantial premiums accounted for as paid-in capital. ASU 2020-06 also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a retrospective or modified retrospective basis. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s consolidated financial statements.
Issued but Not Yet Adopted
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides temporary optional guidance that provides transition relief for reference rate reform, including optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions that reference LIBOR or a reference rate that is expected to be discontinued as a result of reference rate reform if certain criteria are met. ASU 2020-04 is effective upon issuance, and the provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2022. During the first quarter of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which refines the
F-19

scope of Topic 848 and clarifies some of its guidance. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

3.RECENT REAL ESTATE ACQUISITIONS
    During the year ended December 31, 2020, the Company acquired 3 Senior Housing - Leased communities and 1 Senior Housing - Managed community. These investments were part of the Company’s proprietary development pipeline, and $20.7 million was previously funded through its preferred equity investments in these developments. During the year ended December 31, 2019, the Company acquired 1 Senior Housing - Leased community, 3 specialty hospitals/other facilities and 1 Senior Housing - Managed community. The consideration was allocated as follows (in thousands):
Year Ended December 31,
20202019
Land$5,800 $10,049 
Building and improvements104,952 39,434 
Tenant origination and absorption costs intangible assets2,578 1,438 
Tenant relationship intangible assets347 215 
Total consideration$113,677 $51,136 
The tenant origination and absorption costs intangible assets and tenant relationship intangible assets had weighted-average amortization periods as of the respective dates of acquisition of seven years and 25 years, respectively, for acquisitions completed during the year ended December 31, 2020, and six years and 21 years, respectively, for acquisitions completed during the year ended December 31, 2019.
For the year ended December 31, 2020, the Company recognized $12.5 million and $4.8 million of total revenues and net income attributable to common stockholders, respectively, from the facilities acquired during the year ended December 31, 2020. For the year ended December 31, 2019, the Company recognized $0.8 million and $0.4 million of total revenues and net income attributable to common stockholders, respectively, from the facilities acquired during the year ended December 31, 2019.

4.REAL ESTATE PROPERTIES HELD FOR INVESTMENT
Real Estate Investments
The Company’s real estate properties held for investment consisted of the following (dollars in thousands):
As of December 31, 2020
Property TypeNumber of
Properties		Number of
Beds/Units		Total
Real Estate
at Cost		Accumulated
Depreciation		Total
Real Estate
Investments, Net
Skilled Nursing/Transitional Care287 31,761 $3,644,470 $(385,094)$3,259,376 
Senior Housing - Leased65 4,282 707,634 (87,600)620,034 
Senior Housing - Managed47 4,924 942,996 (142,538)800,458 
Specialty Hospitals and Other27 1,092 670,793 (66,021)604,772 
426 42,059 5,965,893 (681,253)5,284,640 
Corporate Level802 (404)398 
$5,966,695 $(681,657)$5,285,038 
F-20

As of December 31, 2019
Property TypeNumber of
Properties		Number of
Beds/Units		Total
Real Estate
at Cost		Accumulated
Depreciation		Total
Real Estate
Investments, Net
Skilled Nursing/Transitional Care296 33,290 $3,701,666 $(306,565)$3,395,101 
Senior Housing - Leased62 3,820 630,688 (72,278)558,410 
Senior Housing - Managed46 4,809 907,771 (112,893)794,878 
Specialty Hospitals and Other25 1,193 639,721 (47,124)592,597 
429 43,112 5,879,846 (538,860)5,340,986 
Corporate Level737 (353)384 
$5,880,583 $(539,213)$5,341,370 
December 31, 2020December 31, 2019
Building and improvements$5,120,598 $5,042,435 
Furniture and equipment249,034 239,229 
Land improvements2,220 1,534 
Land594,843 597,385 
5,966,695 5,880,583 
Accumulated depreciation(681,657)(539,213)
$5,285,038 $5,341,370 
Operating Leases
As of December 31, 2020, the substantial majority of the Company’s real estate properties (excluding 47 Senior Housing - Managed communities) were leased under triple-net operating leases with expirations ranging from less than one year to 16 years. As of December 31, 2020, the leases had a weighted-average remaining term of eight years. The leases generally 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. 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 on the accompanying consolidated balance sheets and totaled $17.5 million and $10.5 million as of December 31, 2020 and 2019, respectively, and letters of credit deposited with the Company totaled approximately $85 million and $83 million as of December 31, 2020 and 2019, respectively. In addition, the Company’s tenants have deposited with the Company $16.9 million and $14.3 million as of December 31, 2020 and 2019, respectively, for future real estate taxes, insurance expenditures and tenant improvements related to the Company’s properties and their operations, and these amounts are included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets.
Lessor costs that are paid by the lessor and reimbursed by the lessee are included in the measurement of variable lease revenue and the associated expense. As a result, the Company recognized variable lease revenue and the associated expense of $20.9 million and $17.6 million during the years ended December 31, 2020 and 2019, respectively.
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. As 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 tenant’s ability to pay their rent obligations to the Company) is the tenant’s lease coverage ratio or the parent’s fixed charge coverage ratio for those entities with a parent guarantee. These coverage ratios include earnings before interest, taxes, depreciation, amortization and rent (“EBITDAR”) to rent and earnings before interest, taxes, depreciation, amortization, rent and management fees (“EBITDARM”) to rent at the lease level and consolidated EBITDAR to total fixed charges 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 identify financial and operational trends, evaluate the impact of the industry’s operational and financial environment (including the impact of government reimbursement), and evaluate 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 tenant’s ability to generate sufficient liquidity to meet its obligations, including its obligation to continue to pay the rent due to the Company.
F-21

During the year ended December 31, 2020, the auditors for Genesis Healthcare, Inc. (“Genesis”) and subsidiaries of Signature Healthcare (“Signature”) that lease facilities from the Company each expressed substantial doubt over the respective abilities of Genesis and Signature to continue as a going concern. Accordingly, the Company concluded that its leases with Genesis and Signature should no longer be accounted for on an accrual basis and wrote off $14.3 million of non-cash rent receivable balances and lease intangibles related to these leases.
For the year ended December 31, 2020, no tenant relationship represented 10% or more of the Company’s total revenues.
As of December 31, 2020, the future minimum rental payments from the Company’s properties held for investment under non-cancelable operating leases were as follows and may materially differ from actual future rental payments received (in thousands):
2021$434,074 
2022418,547 
2023408,367 
2024409,357 
2025399,984 
Thereafter1,561,535 
$3,631,864 
Senior Housing - Managed Communities
The Company’s Senior Housing - Managed communities offer residents certain ancillary services that are not contemplated in the lease with each resident (i.e., housekeeping, laundry, guest meals, etc.). These services are provided and paid for in addition to the standard services included in each resident lease (i.e., room and board, standard meals, etc.). The Company bills residents for ancillary services one month in arrears and recognizes revenue as the services are provided, as the Company has no continuing performance obligation related to those services. Resident fees and services includes ancillary service revenue of $0.9 million, $0.8 million and $0.5 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Investment in Unconsolidated Joint Venture
The Company has a 49% equity interest in the Enlivant Joint Venture with affiliates of Enlivant and TPG Real Estate, the real estate platform of TPG, that owns senior housing communities managed by Enlivant. During the year ended December 31, 2020, the Enlivant Joint Venture sold 12 senior housing communities for aggregate gross proceeds of $18.2 million, and the Company recorded an aggregate net loss on sale of real estate related to unconsolidated joint venture of $3.3 million. During the year ended December 31, 2019, the Enlivant Joint Venture sold 2 senior housing communities for aggregate gross proceeds of $6.3 million, and the Company recorded an aggregate net loss on sale of real estate related to unconsolidated joint venture of $1.7 million. As of December 31, 2020, the Enlivant Joint Venture owned 158 senior housing communities, and the book value of the Company’s investment in the Enlivant Joint Venture was $288.8 million.
The following tables present summarized financial information for the Enlivant Joint Venture and, except for basis adjustments and loss from unconsolidated joint venture, reflect the historical cost basis of the assets which pre-dated the Company’s investment in the Enlivant Joint Venture (in thousands):
As of December 31,
20202019
Total assets$490,541 $504,920 
Total liabilities824,410 815,299 
Member’s deficit(333,869)(310,379)
F-22

Year Ended December 31,
202020192018
Total revenues$299,031 $312,055 $303,486 
Operating expenses240,331 231,659 228,458 
Net income5,196 13,161 10,378 
Company’s share of net income$2,546 $6,449 $5,085 
Basis adjustments19,145 13,245 10,516 
Loss from unconsolidated joint venture$(16,599)$(6,796)$(5,431)
The Enlivant Joint Venture has experienced decreased occupancy and increased operating costs as a result of the impact from the COVID-19 pandemic that, if they continue to negatively impact the operating results of the Enlivant Joint Venture for a prolonged period, could result in the determination that the full amount of the Company’s investment is not recoverable, resulting in a possible impairment charge.
Net Investment in Sales-Type Lease
During the year ended December 31, 2020, the Company modified its direct financing lease and reassessed the classification of this lease in accordance with Topic 842 and determined the lease should be accounted for as a sales-type lease. As of December 31, 2020, the Company had a $24.2 million net investment in 1 skilled nursing/transitional care facility leased to an operator under a sales-type lease, as the tenant is obligated to purchase the property at the end of the lease term. The net investment in sales-type lease is recorded in accounts receivable, prepaid expenses and other assets, net on the accompanying consolidated balance sheets and represents the present value of total rental payments of $2.3 million, plus the estimated purchase price of $24.8 million, less the unearned lease income of $2.8 million and allowance for credit losses of $0.1 million as of December 31, 2020. Unearned lease income represents the excess of the minimum lease payments and residual value over the cost of the investment. Unearned lease income is deferred and amortized to income over the lease term to provide a constant yield when collectability of the lease payments is reasonably assured. Income from the Company’s net investment in sales-type lease was $2.7 million, $2.7 million and $2.6 million for the years ended December 31, 2020, 2019 and 2018, respectively, and is reflected in interest and other income on the accompanying consolidated statements of income. Upon adoption of Topic 326 on January 1, 2020 and as of the adoption date, the Company recorded a $0.2 million reduction in equity and increase to its allowance for credit losses due to the cumulative effect of the changes contemplated by Topic 326. During the year ended December 31, 2020, the Company reduced its allowance for credit losses by $0.1 million. Future minimum lease payments contractually due under the sales-type lease at December 31, 2020, were as follows: $2.3 million for 2021, $2.4 million for 2022 and $0.8 million for 2023.

5.IMPAIRMENT OF REAL ESTATE AND DISPOSITIONS
2020
Impairment of Real Estate
During the year ended December 31, 2020, the Company recognized a $4.0 million real estate impairment related to 1 skilled nursing/transitional care facility sold during the year and 3 senior housing communities.
Dispositions
During the year ended December 31, 2020, the Company completed the sale of 8 skilled nursing/transitional care facilities for aggregate consideration, net of closing costs, of $50.0 million. The net carrying value of the assets and liabilities of these facilities was $47.1 million, which resulted in an aggregate $2.9 million net gain on sale.
During the year ended December 31, 2020, the Company recognized $4.0 million of net income, which includes the $2.9 million net gain on sale and $0.6 million of real estate impairment, during the year ended December 31, 2019, the Company recognized $12.6 million of net loss, which includes $15.5 million of real estate impairment, and during the year ended December 31, 2018, the Company recognized $5.4 million of net income, in each case from these facilities. The sale of these facilities does not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results, and therefore the results of operations attributable to these facilities have remained in continuing operations.
F-23

2019
Impairment of Real Estate
During the year ended December 31, 2019, the Company recognized a $121.8 million real estate impairment, of which $95.2 million related to the 30 Senior Care Centers facilities that the Company sold and 1 additional Senior Care Centers facility that the Company transitioned to another operator, and the remaining $26.6 million related to 6 skilled nursing/transitional care facilities that were subsequently sold, and 4 senior housing communities.
Dispositions
During the year ended December 31, 2019, the Company completed the sale of 39 skilled nursing/transitional care facilities and 7 senior housing communities for aggregate consideration, net of closing costs, of $323.6 million. The net carrying value of the assets and liabilities of these facilities was $321.3 million, resulting in an aggregate $2.3 million net gain on sale.
During the year ended December 31, 2019, the Company recognized $84.9 million of net loss, which includes $89.4 million of real estate impairment and the $2.3 million net gain on sale, and during the year ended December 31, 2018, recognized $19.1 million of net income, which includes $0.9 million of real estate impairment, in each case from these facilities. The sale of these facilities does not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results, and therefore the results of operations attributable to these facilities have remained in continuing operations.
2018
Impairment of Real Estate
During the year ended December 31, 2018, the Company recognized a $1.4 million real estate impairment, of which $0.9 million related to 1 skilled nursing/transitional care facility that was subsequently sold and $0.5 million related to 1 senior housing community sold during the year.
Dispositions
During the year ended December 31, 2018, the Company completed the sale of 51 skilled nursing/transitional care facilities, 6 senior housing communities and 1 Senior Housing - Managed community for aggregate consideration, net of closing costs, of $382.6 million. The net carrying value of the assets and liabilities of these facilities was $254.4 million, resulting in an aggregate $128.2 million net gain on sale.
During the year ended December 31, 2018, the Company recognized $151.3 million of net income, which includes the $128.2 million net gain on sale and $0.5 million of real estate impairment. The sale of these facilities does not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results, and therefore the results of operations attributable to these facilities have remained in continuing operations.

F-24

6.INTANGIBLE ASSETS AND LIABILITIES
The following table summarizes the Company’s intangible assets and liabilities as of December 31, 2020 and 2019 (in thousands):
December 31,
20202019
Lease Intangible Assets:
Above market leases  $35,695 $51,040 
Tenant origination and absorption costs  60,413 65,234 
Tenant relationship23,289 23,150 
Gross lease intangible assets  119,397 139,424 
Accumulated amortization(36,601)(37,915)
Lease intangible assets, net  $82,796 $101,509 
Lease Intangible Liabilities:
Below market leases$89,389 $99,133 
Accumulated amortization(31,664)(29,187)
Lease intangible liabilities, net$57,725 $69,946 
The following is a summary of real estate intangible amortization income (expense) for the years ended December 31, 2020, 2019 and 2018 (in thousands):
Year Ended December 31,
202020192018
Increase (decrease) to rental income related to above/below market leases, net  $849 $508 $(7,701)
Depreciation and amortization related to tenant origination and absorption costs and tenant relationship(10,620)(17,674)(16,118)
The remaining unamortized balance for these outstanding intangible assets and liabilities as of December 31, 2020 will be amortized for the years ending December 31 as follows (dollars in thousands):
Lease Intangible
Assets		 Lease Intangible
Liabilities
2021$10,277 $8,012 
20229,936 7,269 
20238,895 7,269 
20248,480 7,168 
20258,012 6,228 
Thereafter37,196 21,779 
$82,796 $57,725 
  
Weighted-average remaining amortization period10.3 years8.5 years

F-25

7.LOANS RECEIVABLE AND OTHER INVESTMENTS
    As of December 31, 2020 and 2019, the Company’s loans receivable and other investments consisted of the following (dollars in thousands):
December 31, 2020
InvestmentQuantity
as of
December 31, 2020		Property Type
Principal Balance as of December 31, 2020 (1)
Book Value
as of
December 31, 2020		Book Value
as of
December 31, 2019		Weighted Average Contractual Interest Rate / Rate of ReturnWeighted Average Annualized Effective Interest Rate / Rate of ReturnMaturity Date
as of
December 31, 2020
Loans Receivable:
Mortgage1 Specialty Hospital$19,000 $19,000 $19,000 10.0 %10.0 %01/31/27
Construction1 Senior Housing3,343 3,352 2,487 8.0 %7.8 %09/30/22
Other16 Multiple42,977 39,005 42,147 6.8 %6.9 %03/01/21- 08/31/28
18 65,320 61,357 63,634 7.8 %7.9 %
Allowance for loan losses— (2,458)(564)
$65,320 $58,899 $63,070 
Other Investments:
Preferred Equity6 Skilled Nursing / Senior Housing43,724 43,940 44,304 11.3 %11.3 %N/A
Total24 $109,044 $102,839 $107,374 9.2 %9.3 %
(1)    Principal balance includes amounts funded and accrued but unpaid interest / preferred return and excludes capitalizable fees.
As of December 31, 2020 and 2019, the Company had 4 loans receivable investments, with an aggregate principal balance of $2.1 million and $27.7 million, respectively, that were considered to have deteriorated credit quality. As of December 31, 2020 and 2019, the book value of the outstanding loans with deteriorated credit quality was $0.5 million and $4.2 million, respectively.
The following table presents changes in the accretable yield for the years ended December 31, 2020 and 2019 (in thousands):
Year Ended December 31,
202020192018
Accretable yield, beginning of period$39 $449 $2,483 
Accretion recognized in earnings(27)(377)(2,761)
Reduction due to payoff0 (33)0 
Net reclassification from nonaccretable difference0 0 727 
Accretable yield, end of period$12 $39 $449 
During the year ended December 31, 2020, the Company increased its allowance for loan losses by $1.9 million.
As of December 31, 2020, the Company had a $2.5 million allowance for loan losses. As of December 31, 2020, 2 loans receivable investments with 0 book value were on nonaccrual status. As of December 31, 2020, the Company did not consider any preferred equity investments to be impaired, and no preferred equity investments were on nonaccrual status.
During the year ended December 31, 2019, the Company recorded a $1.2 million provision for specific loan losses and increased its portfolio-based loan loss reserve by $4,000.
As of December 31, 2019, the Company had 0 asset-specific loan loss reserve and a $0.6 million portfolio-based loan loss reserve. As of December 31, 2019, the Company did 0t consider any loans receivable investments to be impaired. As of December 31, 2019, 2 loans receivable investments with 0 book value were on nonaccrual status. As of December 31, 2019, the Company did not consider any preferred equity investments to be impaired, and no preferred equity investments were on nonaccrual status.

F-26

8.DEBT
Secured Indebtedness
The Company’s secured debt consists of the following (dollars in thousands):
Interest Rate Type
Principal Balance as of
December 31, 2020 (1)
Principal Balance as of
December 31, 2019 (1)
Weighted Average Interest Rate at
December 31, 2020 (2)
Maturity Date
Fixed Rate$80,199 $114,777 3.39 %December 2021 - 
August 2051
(1)    Principal balance does not include deferred financing costs, net of $1.1 million and $1.7 million as of December 31, 2020 and 2019, respectively.
(2)    Weighted average interest rate includes private mortgage insurance.
During the year ended December 31, 2020, the Company sold 3 facilities that secured an aggregate $31.8 million of debt which was assumed by the buyers of the facilities and recognized a $0.5 million loss on extinguishment of debt related to write-offs of deferred financing costs in connection with the sales.
During the year ended December 31, 2018, the Company (i) prepaid a $98.5 million variable rate secured term loan and recognized a $2.0 million loss on extinguishment of debt related to prepayment penalty fees associated with the early repayment of the loan and (ii) repaid $37.6 million of fixed rate debt secured by facilities sold during the year ended December 31, 2018 and recognized a $0.9 million loss on extinguishment of debt related to write-offs of deferred financing costs in connection with this repayment.
Senior Unsecured Notes
The Company’s senior unsecured notes consist of the following (dollars in thousands):
Principal Balance as of December 31,
TitleMaturity Date
2020 (1)
2019 (1)
4.80% senior unsecured notes due 2024 (“2024 Notes”)June 1, 2024$300,000 $300,000 
5.125% senior unsecured notes due 2026 (“2026 Notes”)August 15, 2026500,000 500,000 
5.38% senior unsecured notes due 2027 (“2027 Notes”)May 17, 2027100,000 100,000 
3.90% senior unsecured notes due 2029 (“2029 Notes”)October 15, 2029350,000 350,000 
$1,250,000 $1,250,000 
(1)    Principal balance does not include premium, net of $6.4 million and deferred financing costs, net of $8.0 million as of December 31, 2020 and does not include premium, net of $7.6 million and deferred financing costs, net of $8.8 million as of December 31, 2019.
5.5% Notes Due 2021. On January 23, 2014, the Operating Partnership and Sabra Capital Corporation, wholly owned subsidiaries of the Company (the “Issuers”), issued $350.0 million aggregate principal amount of 5.5% senior unsecured notes due 2021 (the “Original 2021 Notes”), and on October 10, 2014, they issued $150.0 million aggregate principal amount of 5.5% senior unsecured notes due 2021, which were treated as a single class with, and had the same terms as, the Original 2021 Notes (the additional notes and the Original 2021 Notes, together, the “2021 Notes”). The 2021 Notes accrued interest at a rate of 5.5% per annum payable semiannually on February 1 and August 1 of each year.
On June 29, 2019, the Issuers redeemed all $500.0 million aggregate principal amount outstanding of the 2021 Notes at a cash redemption price of 101.375% of the principal amount being redeemed, plus accrued and unpaid interest. The redemption resulted in $10.1 million of redemption related costs and write-offs for the year ended December 31, 2019, consisting of $6.9 million in payments made to noteholders and legal fees for early redemption and $3.2 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 consolidated statements of income.
5.375% Notes Due 2023. On May 23, 2013, the Issuers issued $200.0 million aggregate principal amount of 5.375% senior unsecured notes due 2023 (the “2023 Notes”). The 2023 Notes accrued interest at a rate of 5.375% per annum payable semiannually on June 1 and December 1 of each year.
On October 27, 2019, the Issuers redeemed all $200.0 million aggregate principal amount outstanding of the 2023 Notes at a cash redemption price of 101.792% of the principal amount being redeemed, plus accrued and unpaid interest. The redemption resulted in $5.6 million of redemption related costs and write-offs for the year ended December 31, 2019, consisting of $3.6 million in payments made to noteholders and legal fees for early redemption and $2.0 million of write-offs associated
F-27

with unamortized deferred financing costs. These amounts are included in loss on extinguishment of debt on the accompanying consolidated statements of income.
4.80% Notes Due 2024. On May 29, 2019, the Issuers completed an underwritten public offering of $300.0 million aggregate principal amount of 4.80% senior unsecured notes due 2024 (the “2024 Notes”). The net proceeds were $295.3 million after deducting underwriting discounts and other offering expenses. The net proceeds, together with borrowings under the Revolving Credit Facility, were used to redeem the 2021 Notes as discussed above. The 2024 Notes accrue interest at a rate of 4.80% per annum payable semiannually on June 1 and December 1 of each year. Upon redemption of the 2023 Notes as discussed above, Sabra Capital Corporation’s obligations as a co-issuer under the 2024 Notes were automatically released and discharged.
The 2024 Notes are redeemable at the option of the Operating Partnership, in whole or in part at any time and from time to time, prior to May 1, 2024, at a price equal to 100% of the principal amount, together with any accrued and unpaid interest to, but not including, the redemption date, plus a make-whole premium. The Operating Partnership may also redeem the 2024 Notes on or after May 1, 2024, at a price equal to 100% of the principal amount, together with any accrued and unpaid interest to, but not including, the redemption date. Assuming the 2024 Notes are not redeemed, the 2024 Notes mature on June 1, 2024.
5.125% Notes Due 2026. In connection with the Company’s merger with Care Capital Properties (“CCP”), on August 17, 2017, the Operating Partnership assumed $500.0 million aggregate principal amount of 5.125% senior unsecured notes due 2026 (the “2026 Notes”) issued by Care Capital Properties, LP in July 2016. The 2026 Notes accrue interest at a rate of 5.125% per annum payable semiannually on February 15 and August 15 of each year.
The Operating Partnership may, at its option, redeem the 2026 Notes at any time in whole or from time to time in part prior to their stated maturity. The redemption price for 2026 Notes that are redeemed will be equal to (i) 100% of their principal amount, together with accrued and unpaid interest thereon, if any, to (but excluding) the date of redemption, plus, (ii) if redeemed prior to May 15, 2026, a make-whole premium. Assuming the 2026 Notes are not redeemed, the 2026 Notes mature on August 15, 2026.
5.38% Notes Due 2027. In connection with the Company’s merger with CCP, on August 17, 2017, the Operating Partnership assumed $100.0 million aggregate principal amount of unregistered 5.38% senior unsecured notes due 2027 (the “2027 Notes”) issued by Care Capital Properties, LP in May 2016. The 2027 Notes accrue interest at a rate of 5.38% per annum payable semiannually on May 17 and November 17 of each year.
The Operating Partnership may prepay the 2027 Notes, in whole at any time or in part from time to time, at 100% of the principal amount to be prepaid plus a make-whole premium. Assuming the 2027 Notes are not redeemed, the 2027 Notes mature on May 17, 2027.
3.90% Notes Due 2029. On October 7, 2019, the Issuers completed an underwritten public offering of $350.0 million aggregate principal amount of 3.90% senior unsecured notes due 2029 (the “2029 Notes”). The net proceeds were $340.5 million after deducting underwriting discounts and other offering expenses. A portion of the net proceeds was used to redeem all of the 2023 Notes as discussed above, and the remaining net proceeds were used to repay borrowings outstanding on the Revolving Credit Facility. The 2029 Notes accrue interest at a rate of 3.90% per annum payable semiannually on April 15 and October 15 of each year. Upon redemption of the 2023 Notes as discussed above, Sabra Capital Corporation’s obligations as a co-issuer under the 2029 Notes were automatically released and discharged.
The 2029 Notes are redeemable at the option of the Operating Partnership, in whole or in part at any time and from time to time, prior to July 15, 2029, at a price equal to 100% of the principal amount, together with any accrued and unpaid interest to, but not including, the redemption date, plus a make-whole premium. The Operating Partnership may also redeem the 2029 Notes on or after July 15, 2029, at a price equal to 100% of the principal amount, together with any accrued and unpaid interest to, but not including, the redemption date. Assuming the 2029 Notes are not redeemed, the 2029 Notes mature on October 15, 2029.
The obligations under the 2024 Notes and 2027 Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by Sabra and one of its non-operating subsidiaries, subject to release under certain customary circumstances. The obligations under the 2026 Notes and 2029 Notes are fully and unconditionally guaranteed, on an unsecured basis, by Sabra; provided, however, that such guarantee is subject to release under certain customary circumstances.
The indenture governing the 2024 Notes contains restrictive covenants that, among other things, restrict the ability of Sabra, the Issuers and their restricted subsidiary to: (i) incur or guarantee additional indebtedness; (ii) incur or guarantee secured indebtedness; and (iii) merge or consolidate or sell all or substantially all of their assets. The indenture governing the 2024 Notes also provides for customary events of default, including, but not limited to, the failure to make payments of interest
F-28

or premium, if any, on, or principal of, the 2024 Notes, the failure to comply with certain covenants and agreements specified in the indenture for a period of time after notice has been provided, the acceleration of other indebtedness resulting from the failure to pay principal on such other indebtedness prior to its maturity, and certain events of insolvency. If any event of default occurs, the principal of, premium, if any, and accrued interest on all the then-outstanding 2024 Notes may become due and payable immediately. The indenture governing the 2024 Notes requires Sabra, the Issuers and their restricted subsidiary to maintain Total Unencumbered Assets (as defined in the indentures) of at least 150% of the Company’s unsecured indebtedness.
The indenture governing the 2026 Notes contains certain covenants that, among other things, limits the ability of Sabra, the Issuers and their subsidiaries to: (i) consummate a merger, consolidate or sell all or substantially all of our consolidated assets and (ii) incur secured or unsecured indebtedness. In addition, Sabra, the Operating Partnership and their subsidiaries are required to maintain at all times consolidated unencumbered total asset value in an amount not less than 150% of the aggregate outstanding principal amount of the Company’s consolidated unsecured debt.
The agreement governing the 2027 Notes provides for customary events of default, including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal of, the 2027 Notes, the failure to comply with certain covenants and agreements specified in the agreement governing the 2027 Notes for a period of time after notice has been provided, the acceleration of other indebtedness resulting from the failure to pay principal on such other indebtedness prior to its maturity, and certain events of insolvency. In addition, certain change of control events constitute an event of default under the agreement governing the 2027 Notes. If any event of default occurs, the principal of, premium, if any, and accrued interest on all the then-outstanding 2027 Notes may become due and payable immediately.
The indenture governing the 2029 Notes contains restrictive covenants that, among other things, restrict the ability of Sabra, the Issuers and their subsidiaries to: (i) incur or guarantee additional indebtedness; (ii) incur or guarantee secured indebtedness; and (iii) merge or consolidate or sell all or substantially all of their assets. The indenture governing the 2029 Notes also provides for customary events of default, including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal of, the 2029 Notes, the failure to comply with certain covenants and agreements specified in the indenture for a period of time after notice has been provided, the acceleration of other indebtedness resulting from the failure to pay principal on such other indebtedness prior to its maturity, and certain events of insolvency. If any event of default occurs, the principal of, premium, if any, and accrued interest on all the then-outstanding 2029 Notes may become due and payable immediately. The indenture governing the 2029 Notes requires Sabra, the Issuers and their subsidiaries to maintain Total Unencumbered Assets (as defined in the indentures) of at least 150% of the Company’s unsecured indebtedness.
The Company was in compliance with all applicable financial covenants under the indentures and agreements (the “Senior Notes Indentures”) governing the 2024 Notes, 2026 Notes, 2027 Notes and 2029 Notes (collectively, the “Senior Notes”) outstanding as of December 31, 2020.
Credit Agreement
On September 9, 2019, the Operating Partnership and Sabra Canadian Holdings, LLC (together, the “Borrowers”), Sabra and the other parties thereto entered into a fifth amended and restated unsecured credit agreement (the “Credit Agreement”).
The Credit Agreement includes a $1.0 billion revolving credit facility (the “Revolving Credit Facility”), $955.0 million in U.S. dollar term loans and a CAD $125.0 million Canadian dollar term loan (collectively, the “Term Loans”). Further, up to $175.0 million of the Revolving Credit Facility may be used for borrowings in certain foreign currencies. The Credit Agreement also contains an accordion feature that can increase the total available borrowings to $2.75 billion, subject to terms and conditions.
The Revolving Credit Facility has a maturity date of September 9, 2023, and includes 2 six-month extension options. $105.0 million of the U.S. dollar Term Loans has a maturity date of September 9, 2022, $350.0 million of the U.S. dollar Term Loans has a maturity date of September 9, 2023, and the other Term Loans have a maturity date of September 9, 2024.
As of December 31, 2020, there were 0 amounts outstanding under the Revolving Credit Facility and $1.0 billion available for borrowing.
Borrowings under the Revolving Credit Facility bear interest on the outstanding principal amount at a rate equal to a ratings-based applicable interest margin plus, at the Operating Partnership’s option, either (a) LIBOR or (b) a base rate determined as the greater of (i) the federal funds rate plus 0.5%, (ii) the prime rate, and (iii) one-month LIBOR plus 1.0% (the “Base Rate”). The ratings-based applicable interest margin for borrowings will vary based on the Debt Ratings, as defined in the Credit Agreement, and will range from 0.775% to 1.45% per annum for LIBOR based borrowings and 0.00% to 0.45% per annum for borrowings at the Base Rate. As of December 31, 2020, the interest rate on the Revolving Credit Facility was 1.24%.
F-29

In addition, the Operating Partnership pays a facility fee ranging between 0.125% and 0.300% per annum based on the aggregate amount of commitments under the Revolving Credit Facility regardless of amounts outstanding thereunder.
The U.S. dollar Term Loans bear interest on the outstanding principal amount at a rate equal to a ratings-based applicable interest margin plus, at the Operating Partnership’s option, either (a) LIBOR or (b) the Base Rate. The ratings-based applicable interest margin for borrowings will vary based on the Debt Ratings and will range from 0.85% to 1.65% per annum for LIBOR based borrowings and 0.00% to 0.65% per annum for borrowings at the Base Rate. As of December 31, 2020, the interest rate on the U.S. dollar Term Loans was 1.39%. The Canadian dollar Term Loan bears interest on the outstanding principal amount at a rate equal to the Canadian Dollar Offered Rate (“CDOR”) plus an interest margin that ranges from 0.85% to 1.65% depending on the Debt Ratings. As of December 31, 2020, the interest rate on the Canadian dollar Term Loan was 1.71%.
The Company has interest rate swaps that fix the LIBOR portion of the interest rate for $845.0 million of LIBOR-based borrowings under its U.S. dollar Term Loans at a weighted average rate of 1.24% and an interest rate swap that fixes the CDOR portion of the interest rate for CAD $125.0 million of CDOR-based borrowings under its Canadian dollar Term Loan at a rate of 0.93%. In addition, CAD $125.0 million of the Canadian dollar Term Loan is designated as a net investment hedge. See Note 9, “Derivative and Hedging Instruments,” for further information.
The obligations of the Borrowers under the Credit Agreement are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by Sabra and one of its non-operating subsidiaries, subject to release under certain customary circumstances.
The Credit Agreement contains customary covenants that include restrictions or limitations on the ability to pay dividends, incur additional indebtedness, engage in non-healthcare related business activities, enter into transactions with affiliates and sell or otherwise transfer certain assets as well as customary events of default. The Credit Agreement also requires Sabra, through the Operating Partnership, to comply with specified financial covenants, which include a maximum total leverage ratio, a minimum secured debt leverage ratio, a minimum fixed charge coverage ratio, a maximum unsecured leverage ratio, a minimum tangible net worth requirement and a minimum unsecured interest coverage ratio. As of December 31, 2020, the Company was in compliance with all applicable financial covenants under the Credit Agreement.
Interest Expense
During the years ended December 31, 2020, 2019 and 2018, the Company incurred interest expense of $100.4 million, $126.6 million and $147.1 million, respectively. Interest expense includes non-cash interest expense of $8.4 million, $10.1 million and $10.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019, the Company had $16.1 million and $16.7 million, respectively, of accrued interest included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets.
Maturities
The following is a schedule of maturities for the Company’s outstanding debt as of December 31, 2020 (in thousands):
Secured
Indebtedness		Term LoansSenior NotesTotal
2021$18,419 $0 $0 $18,419 
20222,412 105,000 0 107,412 
20232,478 350,000 0 352,478 
20242,545 598,100 300,000 900,645 
20252,615 0 0 2,615 
Thereafter51,730 0 950,000 1,001,730 
Total Debt80,199 1,053,100 1,250,000 2,383,299 
Premium, net0 0 6,442 6,442 
Deferred financing costs, net(1,134)(8,184)(8,049)(17,367)
Total Debt, Net$79,065 $1,044,916 $1,248,393 $2,372,374 

9.DERIVATIVE AND HEDGING INSTRUMENTS
The Company is exposed to various market risks, including the potential loss arising from adverse changes in interest rates and foreign exchange rates. The Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are
F-30

determined by interest rates and foreign exchange rates. The Company’s derivative financial instruments are used to manage differences in the amount of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.
Certain of the Company’s foreign operations expose the Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value in the Company’s functional currency, the U.S. dollar, of the Company’s investment in foreign operations, the cash receipts and payments related to these foreign operations and payments of interest and principal under Canadian dollar denominated debt. The Company enters into derivative financial instruments to protect the value of its foreign investments and fix a portion of the interest payments for certain debt obligations. The Company does not enter into derivatives for speculative purposes.
Cash Flow Hedges
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and collars as part of its interest rate risk management strategy. In May 2019, the Company terminated 3 forward starting interest rate swaps, resulting in a payment to counterparties totaling $12.6 million. The balance of the loss in other comprehensive income will be reclassified to earnings through 2029. As of December 31, 2020, approximately $13.0 million of losses, which are included in accumulated other comprehensive income, are expected to be reclassified into earnings in the next 12 months.
Net Investment Hedges
The Company is exposed to fluctuations in foreign exchange rates on investments it holds in Canada. The Company uses cross currency interest rate swaps to hedge its exposure to changes in foreign exchange rates on these foreign investments.
The following presents the notional amount of derivative instruments as of the dates indicated (in thousands):  
December 31, 2020December 31, 2019
Derivatives designated as cash flow hedges:
Denominated in U.S. Dollars (1)
$1,340,000 $1,490,000 
Denominated in Canadian Dollars (2)
$250,000 $125,000 
Derivatives designated as net investment hedges:
Denominated in Canadian Dollars$52,778 $54,489 
Financial instrument designated as net investment hedge:
Denominated in Canadian Dollars$125,000 $125,000 
Derivatives not designated as net investment hedges:
Denominated in Canadian Dollars$3,522 $1,811 
(1)    Balance includes swaps with an aggregate notional amount of $400.0 million, which accretes to $600.0 million in January 2023, and 2 forward starting interest rate swaps and 1 forward starting interest rate collar with an effective date of January 2021. The forward starting interest rate swaps and forward starting interest rate collar have an aggregate notional amount of $245.0 million. Balance as of December 31, 2020 also includes 6 forward starting interest rate swaps with an effective date of May 2024 and an aggregate notional amount of $250.0 million.
(2)    Balance as of December 31, 2020 includes 2 forward starting interest rate swaps with an effective date of January 2021 and an aggregate notional amount of CAD $125.0 million.
F-31

Derivative and Financial Instruments Designated as Hedging Instruments
The following is a summary of the derivative and financial instruments designated as hedging instruments held by the Company at December 31, 2020 and 2019 (dollars in thousands):    
Count as of December 31, 2020Fair ValueMaturity Dates
December 31,
TypeDesignation20202019Balance Sheet Location
Assets:
Interest rate swapsCash flow0 $0 $4,239 N/AAccounts receivable, prepaid expenses and other assets, net
Forward starting interest rate swapsCash flow6 10,652 0 2034Accounts receivable, prepaid expenses and other assets, net
Cross currency interest rate swapsNet investment2 2,150 3,238 2025Accounts receivable, prepaid expenses and other assets, net
$12,802 $7,477 
Liabilities:
Interest rate swapsCash flow10 $23,849 $0 2021-2024Accounts payable and accrued liabilities
Interest rate collarCash flow1 1,626 0 2024Accounts payable and accrued liabilities
Forward starting interest rate swapsCash flow4 10,723 494 2024Accounts payable and accrued liabilities
Forward starting interest rate collarCash flow1 820 132 2024Accounts payable and accrued liabilities
CAD term loanNet investment1 98,100 96,025 2024Term loans, net
$135,118 $96,651 
The following presents the effect of the Company’s derivative and financial instruments designated as hedging instruments on the consolidated statements of income and the consolidated statements of equity for the years ended December 31, 2020, 2019 and 2018:
(Loss) Gain Recognized in Other Comprehensive Income(Loss) Gain Reclassified from Accumulated Other Comprehensive Income Into IncomeIncome Statement Location
For the year ended December 31,
202020192018202020192018
Cash Flow Hedges:
Interest rate products$(35,320)$(19,932)$2,707 $(8,072)$5,545 $3,099 Interest expense
Net Investment Hedges:
Foreign currency products(758)(772)3,554 0 0 0 N/A
CAD term loan(2,075)(4,325)7,888 0 0 0 N/A
$(38,153)$(25,029)$14,149 $(8,072)$5,545 $3,099 
During the years ended December 31, 2020, 2019 and 2018, 0 cash flow hedges were determined to be ineffective.
Derivatives Not Designated as Hedging Instruments
As of December 31, 2020, the Company had 1 outstanding cross currency interest rate swap, of which a portion was not designated as a hedging instrument, in an asset position with a fair value of $0.1 million and included this amount in accounts receivable, prepaid expenses and other assets, net on the consolidated balance sheets. During the years ended December 31, 2020, 2019 and 2018, the Company recorded $0.1 million of other expense and $5,000 and $34,000 of other income, respectively, related to the portion of derivatives not designated as hedging instruments.
F-32

Offsetting Derivatives
The Company enters into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of December 31, 2020 and 2019 (in thousands):
As of December 31, 2020
Gross Amounts Not Offset in the Balance Sheet
Gross Amounts of Recognized Assets / LiabilitiesGross Amounts Offset in the Balance SheetNet Amounts of Assets / Liabilities presented in the Balance SheetFinancial InstrumentsCash Collateral ReceivedNet Amount
Offsetting Assets:
Derivatives$12,802 $0 $12,802 $(7,420)$0 $5,382 
Offsetting Liabilities:
Derivatives$37,018 $0 $37,018 $(7,420)$0 $29,598 
As of December 31, 2019
Gross Amounts Not Offset in the Balance Sheet
Gross Amounts of Recognized Assets / LiabilitiesGross Amounts Offset in the Balance SheetNet Amounts of Assets / Liabilities presented in the Balance SheetFinancial InstrumentsCash Collateral ReceivedNet Amount
Offsetting Assets:
Derivatives$7,477 $0 $7,477 $(544)$0 $6,933 
Offsetting Liabilities:
Derivatives$626 $0 $626 $(544)$0 $82 
Credit-risk-related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision pursuant to which the Company could be declared in default on the derivative obligation if the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender. As of December 31, 2020, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $30.5 million. As of December 31, 2020, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at December 31, 2020, it could have been required to settle its obligations under the agreements at their termination value of $29.6 million.

10.FAIR VALUE DISCLOSURES
Financial Instruments
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 and the Credit Agreement 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 on the accompanying consolidated balance sheets at their amortized cost and not at fair value. The fair values of the loans receivable were estimated using an internal valuation model that considered the expected cash flows for the loans receivable, as well as the underlying collateral value and other credit enhancements as applicable. The Company utilized discount rates ranging from 6% to 12% with a weighted average rate of 9% in its fair value calculation. As such, the Company classifies these instruments as Level 3.
F-33

Preferred equity investments: These instruments are presented on the accompanying consolidated balance sheets at their cost and not at fair value. The fair values of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows for the preferred equity investments, the underlying collateral value and other credit enhancements. The Company utilized discount rates ranging from 10% to 15% with a weighted average rate of 11% in its fair value calculation. As such, the Company classifies these instruments as Level 3.
Derivative instruments: The Company’s derivative instruments are presented at fair value on the accompanying consolidated balance sheets. The Company estimates the fair value of derivative instruments, including its interest rate swaps and cross currency swaps, using the assistance of a third party using inputs that are observable in the market, which include forward yield curves and other relevant information. Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative financial instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company has determined that its derivative financial instruments valuations in their entirety are classified in Level 2 of the fair value hierarchy.
Senior Notes: These instruments are presented on the accompanying consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums/discounts and not at fair value. The fair values of the Senior Notes were determined using third-party market quotes derived from orderly trades. As such, the Company classifies these instruments as Level 2.
Secured indebtedness: These instruments are presented on the accompanying consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums/discounts and not at fair value. The fair values of the Company’s secured debt 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 Company utilized rates ranging from 2% to 3% with a weighted average rate of 3% in its fair value calculation. As such, the Company classifies these instruments as Level 3.
The following are the face values, carrying amounts and fair values of the Company’s financial instruments as of December 31, 2020 and 2019 whose carrying amounts do not approximate their fair value (in thousands):
 December 31, 2020December 31, 2019
 
Face
Value (1)
Carrying
Amount (2)
Fair
Value
Face
Value (1)
Carrying
Amount (2)
Fair
Value
Financial assets:
Loans receivable$65,320 $58,899 $60,421 $67,527 $63,070 $59,832 
Preferred equity investments43,724 43,940 44,597 43,893 44,304 44,493 
Financial liabilities:
Senior Notes1,250,000 1,248,393 1,362,678 1,250,000 1,248,773 1,328,714 
Secured indebtedness80,199 79,065 79,326 114,777 113,070 105,510 
(1)    Face value represents amounts contractually due under the terms of the respective agreements.
(2)    Carrying amount represents the book value of financial instruments, including unamortized premiums/discounts and deferred financing costs.
The Company determined the fair value of financial instruments as of December 31, 2020 whose carrying amounts do not approximate their fair value with valuation methods utilizing the following types of inputs (in thousands):
Fair Value Measurements Using
TotalQuoted Prices in Active Markets for Identical Assets
(Level 1)		Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
Financial assets:
Loans receivable$60,421 $0 $0 $60,421 
Preferred equity investments44,597 0 0 44,597 
Financial liabilities:
Senior Notes1,362,678 0 1,362,678 0 
Secured indebtedness79,326 0 0 79,326 
F-34

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. Transaction volume for certain of the Company’s financial instruments remains relatively low, which has made the estimation of fair values difficult. Therefore, both the actual results and the Company’s estimate of fair value at a future date could be materially different.
Items Measured at Fair Value on a Recurring Basis
During the year ended December 31, 2020, the Company recorded the following amounts measured at fair value (in thousands):
Fair Value Measurements Using
TotalQuoted Prices in Active Markets for Identical Assets
(Level 1)		Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
Recurring Basis:
Financial assets:
Forward starting interest rate swaps$10,652 $0 $10,652 $0 
Cross currency interest rate swaps2,150 0 2,150 0 
Financial liabilities:
Interest rate swaps23,849 0 23,849 0 
Interest rate collar1,626 0 1,626 0 
Forward starting interest rate swaps10,723 0 10,723 0 
Forward starting interest rate collars820 0 820 0 

11.EQUITY
Preferred Stock
The Company redeemed all 5,750,000 shares of its 7.125% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) on June 1, 2018 (the “Redemption Date”) for $25.00 per share, plus accrued and unpaid dividends to, but not including, the Redemption Date, without interest, in the amount of $0.4453125 per share of Series A Preferred Stock, for a total redemption price per share of Series A Preferred Stock equal to $25.4453125. As a result of the redemption, the Company incurred a charge of $5.5 million related to the original issuance costs of the Series A Preferred Stock. The charge is presented as an additional preferred stock dividend in the Company’s consolidated statements of income for the year ended December 31, 2018.
Common Stock
On February 25, 2019, the Company established an at-the-market equity offering program (the “Prior ATM Program”) to sell shares of its common stock having an aggregate gross sales price of up to $500.0 million from time to time through a consortium of banks acting as sales agents. On December 5, 2019, the Prior ATM Program automatically terminated in accordance with its terms upon the issuance and sale of the maximum aggregate amount of the shares subject to the Prior ATM Program.
On December 11, 2019, the Company established a new ATM program (the “ATM Program”) pursuant to which shares of its common stock having an aggregate gross sales price of up to $400.0 million may be sold from time to time (i) by the Company through a consortium of banks acting as sales agents or directly to the banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement. The use of a forward sale agreement would allow the Company to lock in a share price on the sale of shares at the time the agreement is effective, but defer receiving the proceeds from the sale of the shares until a later date. The Company may also elect to cash settle or net share settle all or a portion of its obligations under any forward sale agreement.
During the year ended December 31, 2020, the Company sold 3.7 million shares under the ATM Program at an average price of $16.23 per share, generating gross proceeds of $60.0 million, before $0.9 million of commissions (excluding sales utilizing the forward feature of the ATM Program, as described below). During the year ended December 31, 2019, the Company sold an aggregate 26.8 million shares under the ATM Program and Prior ATM Program at an average price of $20.92 per share, generating gross proceeds of $560.0 million, before $7.7 million of commissions.
F-35

Additionally, during the year ended December 31, 2020, the Company utilized the forward feature of the ATM Program to allow for the sale of up to an aggregate sales price of $45.3 million of the Company’s common stock at an initial weighted average price of $17.44 per share, net of commissions. The forward sale agreements have a one year term during which time the Company may settle the forward sales by delivery of physical shares of common stock to the forward purchasers or, at the Company’s election, in cash or net shares. The forward sale price that the Company expects to receive upon settlement will be the initial forward price established upon the effective date, subject to adjustments for (i) the forward purchasers’ stock borrowing costs and (ii) certain fixed price reductions during the term of the agreement. During the year ended December 31, 2020, the Company settled 1.4 million shares at a weighted average net price of $17.45 per share, after commissions, resulting in net proceeds of $25.0 million. As of December 31, 2020, 1.1 million shares remained outstanding under the forward sale agreements, with an initial weighted average price of $17.44, net of commissions.
As of December 31, 2020, the Company had $234.7 million available under the ATM Program.
Other Common Stock Issuances
During the years ended December 31, 2020 and 2019, the Company issued 0.2 million and 0.1 million shares of common stock as a result of restricted stock unit vestings, respectively.
Upon any payment of shares to team members as a result of restricted stock unit vestings, the team members’ related tax withholding obligation will generally be satisfied by the Company, reducing the number of shares to be delivered by a number of shares necessary to satisfy the related applicable tax withholding obligation. During the years ended December 31, 2020, 2019 and 2018, the Company incurred $3.2 million, $1.5 million and $0.4 million, respectively, in tax withholding obligations on behalf of its team members that were satisfied through a reduction in the number of shares delivered to those participants.
Accumulated Other Comprehensive Loss
The following is a summary of the Company’s accumulated other comprehensive loss (in thousands):
Year Ended December 31,
20202019
Foreign currency translation loss$(1,831)$(1,516)
Unrealized loss on cash flow hedges(38,080)(10,872)
Total accumulated other comprehensive loss$(39,911)$(12,388)

12.STOCK-BASED COMPENSATION
All stock-based awards are subject to the terms of the 2009 Performance Incentive Plan, which was assumed by the Company effective as of November 15, 2010 in connection with the Company’s separation from Sun and was most recently amended and restated in April 2017. The 2009 Performance Incentive Plan provides for the granting of stock-based compensation, including stock options, time-based stock units, funds from operations-based stock units (“FFO Units”), relative total stockholder return-based stock units (“TSR Units”) and performance-based restricted stock units to directors, officers and other team members in connection with their employment with or services provided to the Company.
Restricted Stock Units and Performance-Based Restricted Stock Units
Under the 2009 Performance Incentive Plan, restricted stock units and performance-based restricted stock units generally have a contractual life or vest over a three- to five-year period. The vesting of certain restricted stock units may accelerate, as defined in the grant, upon retirement, a change in control and other events. When vested (and subject to any applicable deferral or holdback period), each performance-based restricted stock unit is convertible into 1 share of common stock, subject to any deferrals in issuance pursuant to the grant. The restricted stock units are valued on the grant date based on the market price of the Company’s common stock on that date. Generally, the Company recognizes the fair value of the awards over the applicable vesting period as compensation expense. In addition, since the shares to be issued may vary based on the performance of the Company, the Company must make assumptions regarding the projected performance criteria and the shares that will ultimately be issued. The amount of FFO Units that will ultimately vest is dependent on the amount by which the Company’s funds from operations as adjusted (“FFO”) differs from a target FFO amount for a period specified in each grant and will range from 0% to 200% of the FFO Units initially granted. Similarly, the amount of TSR Units that will ultimately vest is dependent on the amount by which the total shareholder return (“TSR”) of the Company’s common stock differs from a predefined peer group for a period specified in each grant and will range from 0% to 200% of the TSR Units initially granted. Upon any payment of shares as a result of restricted stock unit vestings, the related tax withholding obligation will generally be satisfied by the Company, reducing the number of shares to be delivered by a number of shares necessary to satisfy the related applicable tax
F-36

withholding obligation. The value of the shares withheld is dependent on the closing price of the Company’s common stock on the date the relevant transaction occurs.
The following table summarizes additional information concerning restricted stock units at December 31, 2020:
Restricted Stock UnitsWeighted Average Grant Date Fair Value Per Unit
Unvested as of December 31, 20191,737,862 $18.35 
Granted623,523 17.13 
Vested(540,751)17.84 
Dividends reinvested157,905 18.44 
Cancelled/forfeited(163,124)20.70 
Unvested as of December 31, 20201,815,415 $17.88 
As of December 31, 2020, the weighted average remaining vesting period of restricted stock units was 2.6 years. The weighted average fair value per share at the date of grant for restricted stock units for the years ended December 31, 2020, 2019 and 2018 was $17.13, $20.59 and $16.02, respectively. The total fair value of units vested during the years ended December 31, 2020, 2019 and 2018 was $10.7 million, $7.9 million and $3.6 million, respectively.
The fair value of the TSR Units is estimated on the date of grant using a Monte Carlo valuation model that uses the assumptions noted in the table below. The risk-free rate is based on the U.S. Treasury yield curve in effect at the grant date for the expected performance period. Expected volatility is based on historical volatility for the most recent 3-year period ending on the grant date for the Company and the selected peer companies, and is calculated on a daily basis. The following are the key assumptions used in this valuation:
202020192018
Risk free interest rate0.17% - 1.63%1.57% - 2.54%2.36% - 2.59%
Expected stock price volatility23.80% - 53.17%23.80% - 28.57%28.57% - 30.02%
Expected service period2.7 - 3.0 years2.4 - 3.0 years2.5 - 3.0 years
Expected dividend yield (assuming full reinvestment)0 %0 %0 %
During the years ended December 31, 2020, 2019 and 2018, the Company recognized $7.9 million, $9.8 million and $7.6 million, respectively, of stock-based compensation expense included in general and administrative expense in the consolidated statements of income. As of December 31, 2020, there was $20.8 million of total unrecognized stock-based compensation expense related to unvested awards, which is expected to be recognized over a weighted average period of 2.6 years.
Employee Benefit Plan
The Company maintains a 401(k) plan that allows for eligible participants to defer compensation, subject to certain limitations imposed by the Internal Revenue Code of 1986, as amended (the “Code”). The Company provides a discretionary matching contribution of up to 4% of each participant’s eligible compensation. During each of the years ended December 31, 2020, 2019 and 2018, the Company’s matching contributions were approximately $0.2 million.

13.INCOME TAXES
The Company elected to be treated as a REIT with the filing of its U.S. federal income tax return for the taxable year beginning January 1, 2011. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of its taxable ordinary income. In addition, the Company is required to meet certain asset and income tests. As a REIT, the Company generally will not be subject to corporate level federal income tax on taxable income that it distributes to its stockholders. The Company also elected to treat certain of its consolidated subsidiaries as taxable REIT subsidiaries, which are subject to federal, state and foreign income taxes.
As a result of acquisitions in Canada during 2015, the Company is subject to income taxes under the laws of Canada. The Company recorded a $0.6 million, $0.5 million and $0.6 million income tax benefit during the years ended December 31, 2020, 2019 and 2018, respectively, with respect to its Canadian operations. Due to uncertainty over the Company’s ability to utilize this income tax benefit in future periods, the Company recorded a valuation allowance of $0.8 million, $0.5 million and $0.7 million against the deferred tax benefit during the years ended December 31, 2020, 2019 and 2018, respectively.
F-37

The Company classifies interest and penalties from significant uncertain tax positions as interest expense and operating expenses, respectively, in its consolidated financial statements. During the years ended December 31, 2020, 2019 and 2018, the Company did not incur any such interest or penalties. With certain exceptions, the tax years 2016 and thereafter remain open to examination by the major taxing jurisdictions with which the Company files tax returns.

14.EARNINGS PER COMMON SHARE
The following table illustrates the computation of basic and diluted earnings per share (in thousands, except share and per share amounts):
Year Ended December 31,
202020192018
Numerator
Net income attributable to common stockholders$138,417 $68,996 $269,314 
  
Denominator
Basic weighted average common shares and common equivalents206,223,503 187,172,210 178,305,738 
Dilutive stock options and restricted stock units1,029,327 954,882 416,006 
Diluted weighted average common shares207,252,830 188,127,092 178,721,744 
 
Net income attributable to common stockholders, per:
Basic common share$0.67 $0.37 $1.51 
  
Diluted common share$0.67 $0.37 $1.51 
During the years ended December 31, 2020, 2019 and 2018, approximately 67,000, 1,000 and 121,000 restricted stock units, respectively, were not included in computing diluted earnings per share because they were considered anti-dilutive. NaN stock options were outstanding as of December 31, 2020 and 2019, and 0 stock options were considered anti-dilutive during the year ended December 31, 2018.

15.COMMITMENTS AND CONTINGENCIES
Environmental
As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. The Company is not aware of any environmental liability that could have a material adverse effect on its financial condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s properties, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to the properties could result in future environmental liabilities. As of December 31, 2020, the Company does not expect that compliance with existing environmental laws will have a material adverse effect on the Company’s financial condition and results of operations.
Legal Matters
From time to time, the Company is party to legal proceedings that arise in the ordinary course of its business. Management is not aware of any legal proceedings where the likelihood of a loss contingency is reasonably possible and the amount or range of reasonably possible losses is material to the Company’s results of operations, financial condition or cash flows.

16.SUBSEQUENT EVENTS
The Company evaluates subsequent events up until the date the consolidated financial statements are issued.
Dividend Declaration
On February 2, 2021, the Company’s board of directors declared a quarterly cash dividend of $0.30 per share of common stock. The dividend will be paid on February 26, 2021 to stockholders of record as of the close of business on February 12, 2021.
F-38

SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2020, 2019 and 2018
(dollars in thousands)


 Balance at Beginning of Year Charged to Earnings RecoveriesUncollectible Accounts Written-off Balance at End
of Year
Year ended December 31, 2020         
Allowance for loan losses (1)
$542 $1,916 $0 $0 $2,458 
Allowance for credit losses - sales-type lease (1)
189 (61)0 0 128 
  $731  $1,855  $0 $0  $2,586 
         
Year ended December 31, 2019        
Allowance for doubtful accounts (2)
 $3,706  $0 $0 $(3,706)$0 
Straight-line rent receivable allowance (2)
 35,778  0 0 (35,778)0 
Allowance for loan losses1,258 1,238 0 (1,932)564 
  $40,742  $1,238  $0 $(41,416) $564 
Year ended December 31, 2018        
Allowance for doubtful accounts $5,520  $986 $(2,718)$(82)$3,706 
Straight-line rent receivable allowance12,355 39,646 0 (16,223)35,778 
Allowance for loan losses97 1,161 0 0 1,258 
$17,972 $41,793  $(2,718)$(16,305) $40,742 
(1)    In conjunction with the adoption of Topic 326 on January 1, 2020, the Company recognized the cumulative effect through an adjustment to equity to increase (decrease) cumulative distributions in excess of net income by ($22,000) and $189,000 for loan loss reserves and allowance for credit losses - sales-type lease, respectively. These amounts are included in the balances at beginning of year for 2020 but are excluded from the balances at end of year for 2019.
(2)    Balances written-off in connection with the adoption of Topic 842 on January 1, 2019.

F-39

SCHEDULE III
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
As of December 31, 2020
(dollars in thousands)
Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount at which Carried at Close of PeriodLife on Which Depreciation in Latest Income Statement is Computed
Description  Location Ownership Percentage
Encum- brances(1)
Land 
Building and Improve- ments(2)(3)
Total Land 
Building and Improve- ments(2)(3)
Total Accumulated Depreciation and AmortizationOriginal Date of Construction/ Renovation Date Acquired
Skilled Nursing/Transitional Care Facilities            
Forest Hills (SNF)Broken Arrow, OK100%(4)$1,653 $11,259 $12,912 $0   $1,653 $9,409 $11,062 $(3,764)1994/2008, 2009/2010, 201511/15/1040
Seminole EstatesSeminole, OK100%0 655 3,527 4,182 0   655 3,134 3,789 (1,197)1987/202011/15/1032
Bedford HillsBedford, NH100%5,595 1,911 12,245 14,156 0   1,911 10,687 12,598 (4,434)1992/2010, 201911/15/1036
The Elms CareMilford, NH100%0 312 1,679 1,991 0   312 1,289 1,601 (918)1890/200511/15/1020
Lake DriveHenryetta, OK100%0 160 549 709 0   160 40 200 (34)196811/15/1010
Mineral SpringsNorth Conway, NH100%11,334 417 5,352 5,769 0   417 4,580 4,997 (1,890)1988/200911/15/1043
WolfeboroWolfeboro, NH100%9,547 454 4,531 4,985 0   454 3,747 4,201 (1,397)1984/1986, 1987, 200911/15/1041
Broadmeadow HealthcareMiddletown, DE100%0 1,650 21,730 23,380 0   1,650 21,730 23,380 (5,905)200508/01/1140
Capitol HealthcareDover, DE100%0 4,940 15,500 20,440 0   4,940 15,500 20,440 (4,405)1996/201608/01/1140
Pike Creek HealthcareWilmington, DE100%0 2,460 25,240 27,700 0   2,460 25,240 27,700 (6,934)200908/01/1140
Renaissance HealthcareMillsboro, DE100%0 1,640 22,620 24,260 0   1,640 22,620 24,260 (6,336)200808/01/1140
Clara BurkePlymouth Meeting, PA100%0 2,527 12,453 14,980 179   2,527 12,632 15,159 (3,470)1927/1990, 2007/201603/30/1240
WarringtonWarrington, PA100%0 2,617 11,662 14,279 106   2,617 11,768 14,385 (2,959)1958/2009/
2016		03/30/1240
RidgecrestDuffield, VA100%0 509 5,018 5,527 1,333   509 6,351 6,860 (1,975)1981/201305/10/1240
Arbrook PlazaArlington, TX100%0 3,783 14,219 18,002 0   3,783 14,219 18,002 (3,303)2003/201211/30/1240
Northgate PlazaIrving, TX100%0 4,901 10,299 15,200 0   4,901 10,299 15,200 (2,465)2003/2012, 201511/30/1240
Gulf Pointe PlazaRockport, TX100%0 1,005 6,628 7,633 0   1,005 6,628 7,633 (1,667)2002/2012, 201811/30/1240
Gateway Senior LivingLincoln, NE100%0 6,368 29,919 36,287 0   6,368 29,919 36,287 (5,824)1962/1996, 201302/14/1440
LegacyFremont, NE100%0 615 16,176 16,791 0   615 16,176 16,791 (3,454)200802/14/1440
PointeFremont, NE100%0 615 2,943 3,558 0   615 2,943 3,558 (746)1970/1979, 1983, 199402/14/1440
RegencySouth Sioux City, NE100%0 246 6,206 6,452 0   246 6,206 6,452 (1,614)1962/1968, 1975, 2000, 200402/14/1440
Parkmoor VillageColorado Springs, CO100%0 430 13,703 14,133 0   430 13,703 14,133 (3,089)1985/2017, 201803/05/1440
Adams PARCBartlesville, OK100%0 1,332 6,904 8,236 115   1,332 7,019 8,351 (1,338)1989/201910/29/1440
PARCwayOklahoma City, OK100%0 2,189 23,567 25,756 1,056   2,189 24,623 26,812 (4,405)1963/1984, 2018, 201910/29/1440
F-40

Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount at which Carried at Close of PeriodLife on Which Depreciation in Latest Income Statement is Computed
Description  Location Ownership Percentage
Encum- brances(1)
Land 
Building and Improve- ments(2)(3)
Total Land 
Building and Improve- ments(2)(3)
Total Accumulated Depreciation and AmortizationOriginal Date of Construction/ Renovation Date Acquired
Brookhaven Extensive CareNorman, OK100%0 869 5,236 6,105 109   869 5,345 6,214 (1,134)2001/2013, 201910/29/1440
Cadia Healthcare of HyattsvilleHyattsville, MD100%0 6,343 65,573 71,916 14   6,343 65,587 71,930 (10,867)1950/1976, 200806/30/1540
Cadia Healthcare of AnnapolisAnnapolis, MD100%0 1,548 40,773 42,321 103   1,548 40,876 42,424 (6,314)1964/1993, 201206/30/1540
Cadia Healthcare of WheatonWheaton, MD100%0 676 56,897 57,573 22   676 56,919 57,595 (8,618)1966/1991, 201206/30/1540
Cadia Healthcare of HagerstownHagerstown, MD100%0 1,475 56,237 57,712 4,733   1,475 60,970 62,445 (8,200)1950/1953, 1975, 2014, 2019, 202011/25/1540
Cadia Healthcare of Spring BrookSilver Spring, MD100%0 963 48,085 49,048 7   963 48,092 49,055 (5,945)1965/201507/26/1640
Andrew ResidenceMinneapolis, MN100%0 2,931 6,943 9,874 565   2,931 7,462 10,393 (849)1941/2014, 201908/17/1740
Avamere Riverpark of EugeneEugene, OR100%0 2,205 28,700 30,905 2,252   2,205 30,952 33,157 (3,096)1988/201608/17/1740
Avamere Rehab of LebanonLebanon, OR100%0 958 14,176 15,134 0   958 14,176 15,134 (1,277)197408/17/1740
Avamere Crestview of PortlandPortland, OR100%0 1,791 12,833 14,624 2,761   1,791 15,594 17,385 (1,824)1964/201608/17/1740
Avamere Rehabilitation of King CityTigard, OR100%0 2,011 11,667 13,678 0   2,011 11,667 13,678 (1,086)197508/17/1740
Avamere Rehabilitation of HillsboroHillsboro, OR100%0 1,387 14,028 15,415 0   1,387 14,028 15,415 (1,263)197308/17/1740
Avamere Rehab of Junction CityJunction City, OR100%0 584 7,901 8,485 0   584 7,901 8,485 (738)1966/201508/17/1740
Avamere Rehab of EugeneEugene, OR100%0 1,380 14,921 16,301 1,791   1,380 16,712 18,092 (1,801)1966/201608/17/1740
Avamere Rehab of Coos BayCoos Bay, OR100%0 829 8,518 9,347 0   829 8,518 9,347 (826)196808/17/1740
Avamere Rehab of ClackamasGladstone, OR100%0 792 5,000 5,792 0   792 5,000 5,792 (477)196108/17/1740
Avamere Rehab of NewportNewport, OR100%0 406 5,001 5,407 0   406 5,001 5,407 (456)1973/201408/17/1740
Avamere Rehab of Oregon CityOregon City, OR100%0 1,496 12,142 13,638 0   1,496 12,142 13,638 (1,093)197408/17/1740
Avamere Transitional Care of Puget SoundTacoma, WA100%0 1,771 11,595 13,366 15   1,771 11,610 13,381 (1,217)201708/17/1740
Richmond Beach RehabShoreline, WA100%0 4,703 14,444 19,147 0   4,703 14,444 19,147 (1,347)1993/201408/17/1740
St. Francis of BellinghamBellingham, WA100%0 0 15,330 15,330 0   0 15,330 15,330 (1,442)1984/201508/17/1740
Avamere Olympic Rehabilitation of SequimSequim, WA100%0 427 4,450 4,877 0   427 4,450 4,877 (502)197408/17/1740
Avamere Heritage Rehabilitation of TacomaTacoma, WA100%0 1,705 4,952 6,657 0   1,705 4,952 6,657 (487)196808/17/1740
Avamere at Pacific RidgeTacoma, WA100%0 2,195 1,956 4,151 0   2,195 1,956 4,151 (255)1972/201408/17/1740
Avamere Rehabilitation of Cascade ParkVancouver, WA100%0 1,782 15,116 16,898 0   1,782 15,116 16,898 (1,473)199108/17/1740
The Pearl at Kruse WayLake Oswego, OR100%0 5,947 13,401 19,348 0   5,947 13,401 19,348 (1,260)2005/201608/17/1740
Avamere at MedfordMedford, OR100%0 2,043 38,485 40,528 2,960   2,043 41,445 43,488 (4,091)1974/201608/17/1740
F-41

Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount at which Carried at Close of PeriodLife on Which Depreciation in Latest Income Statement is Computed
Description  Location Ownership Percentage
Encum- brances(1)
Land 
Building and Improve- ments(2)(3)
Total Land 
Building and Improve- ments(2)(3)
Total Accumulated Depreciation and AmortizationOriginal Date of Construction/ Renovation Date Acquired
Avamere Bellingham Healthcare and Rehab ServicesBellingham, WA100%0 2,908 2,058 4,966 0   2,908 2,058 4,966 (260)1972/201508/17/1740
Queen Anne HealthcareSeattle, WA100%0 2,508 6,401 8,909 0   2,508 6,401 8,909 (609)197008/17/1740
Avamere Transitional Care and Rehab - BoiseBoise, ID100%0 681 9,348 10,029 0   681 9,348 10,029 (890)197908/17/1740
Avamere Transitional Care at SunnysideSalem, OR100%0 2,114 15,651 17,765 0   2,114 15,651 17,765 (1,451)198108/17/1740
Avamere Health Services of Rogue ValleyMedford, OR100%0 1,375 23,808 25,183 0   1,375 23,808 25,183 (2,227)1961/201608/17/1740
Avamere Transitional Care and Rehab - MalleyNorthglenn, CO100%0 1,662 26,014 27,676 3,258   1,662 29,272 30,934 (3,114)1972/201608/17/1740
Avamere Transitional Care and Rehab - BrightonBrighton, CO100%0 1,933 11,624 13,557 200   1,933 11,824 13,757 (1,124)197108/17/1740
Phoenix Rehabilitation ServicesPhoenix, AZ100%0 1,270 11,502 12,772 0   1,270 11,502 12,772 (1,038)200808/17/1740
Tustin Subacute Care FacilitySanta Ana, CA100%0 1,889 11,682 13,571 0   1,889 11,682 13,571 (1,025)200808/17/1740
La Mesa Inpatient Rehabilitation FacilityLa Mesa, CA100%0 1,276 8,177 9,453 0   1,276 8,177 9,453 (746)201208/17/1740
Golden Living Center - WestminsterWestminster, MD100%0 2,128 6,614 8,742 487   2,128 7,101 9,229 (913)1973/2010, 201908/17/1740
Maple Wood Care CenterKansas City, MO100%0 1,142 3,226 4,368 653   1,142 3,879 5,021 (784)198308/17/1740
Garden Valley Nursing & RehabKansas City, MO100%0 1,985 2,714 4,699 303   1,985 3,017 5,002 (711)198308/17/1740
Worthington Nursing & RehabParkersburg, WV100%0 697 10,688 11,385 285   697 10,973 11,670 (1,293)1974/1999, 201908/17/1740
Burlington House Rehabilitative and Alzheimer’s Care CenterCincinnati, OH100%0 2,686 10,062 12,748 0   2,686 10,062 12,748 (1,083)1989/201508/17/1740
Golden Living Center - CharlottesvilleCharlottesville, VA100%0 2,840 8,450 11,290 1,176   2,840 9,626 12,466 (1,193)1964/2009, 201908/17/1740
Golden Living Center - Sleepy HollowAnnandale, VA100%0 7,241 17,727 24,968 2,032   7,241 19,759 27,000 (2,190)1963/2013, 201908/17/1740
Golden Living Center - PetersburgPetersburg, VA100%0 988 8,416 9,404 146   988 8,562 9,550 (922)1970/200908/17/1740
Golden Living Center - Battlefield ParkPetersburg, VA100%0 1,174 8,858 10,032 151   1,174 9,009 10,183 (955)1976/201008/17/1740
Golden Living Center - HagerstownHagerstown, MD100%0 1,393 13,438 14,831 150   1,393 13,588 14,981 (1,376)1971/201008/17/1740
Golden Living Center - CumberlandCumberland, MD100%0 800 16,973 17,773 457   800 17,430 18,230 (1,760)196808/17/1740
Gilroy Healthcare and Rehabilitation CenterGilroy, CA100%0 662 23,775 24,437 0   662 23,775 24,437 (2,117)196808/17/1740
North Cascades Health and Rehabilitation CenterBellingham, WA100%0 1,437 14,196 15,633 0   1,437 14,196 15,633 (1,323)199908/17/1740
Granite Rehabilitation & WellnessCheyenne, WY100%0 387 13,613 14,000 2,246   387 15,859 16,246 (1,806)1967/201708/17/1740
Rawlins Rehabilitation & WellnessRawlins, WY100%0 281 6,007 6,288 0   281 6,007 6,288 (556)196708/17/1740
F-42

Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount at which Carried at Close of PeriodLife on Which Depreciation in Latest Income Statement is Computed
Description  Location Ownership Percentage
Encum- brances(1)
Land 
Building and Improve- ments(2)(3)
Total Land 
Building and Improve- ments(2)(3)
Total Accumulated Depreciation and AmortizationOriginal Date of Construction/ Renovation Date Acquired
Wind River Rehabilitation & WellnessRiverton, WY100%0 199 11,398 11,597 0   199 11,398 11,597 (1,028)196708/17/1740
Sage View Care CenterRock Springs, WY100%0 420 8,665 9,085 0   420 8,665 9,085 (815)1964/201708/17/1740
Shelton Health and Rehabilitation CenterShelton, WA100%0 415 8,965 9,380 0   415 8,965 9,380 (899)199808/17/1740
Dundee Nursing HomeBennettsville, SC100%0 1,437 4,631 6,068 0   1,437 4,631 6,068 (477)195808/17/1740
Mt. Pleasant Nursing CenterMount Pleasant, SC100%0 2,689 3,942 6,631 0   2,689 3,942 6,631 (431)1977/201508/17/1740
Tri-State Comp Care CenterHarrogate, TN100%0 1,811 4,963 6,774 0   1,811 4,963 6,774 (554)1990/200508/17/1740
Epic-ConwayConway, SC100%0 1,408 10,784 12,192 0   1,408 10,784 12,192 (1,083)197508/17/1740
Epic- BayviewBeaufort, SC100%0 1,842 11,389 13,231 0   1,842 11,389 13,231 (1,110)197008/17/1740
Focused Care at BaytownBaytown, TX100%0 479 6,351 6,830 209   479 6,457 6,936 (647)1970/201908/17/1740
Focused Care at AllenbrookBaytown, TX100%0 426 3,236 3,662 173   426 3,372 3,798 (429)1975/201908/17/1740
Focused Care at HuntsvilleHuntsville, TX100%0 302 3,153 3,455 75   302 3,201 3,503 (359)1968/201908/17/1740
Focused Care at CenterCenter, TX100%0 231 1,335 1,566 312   231 1,556 1,787 (253)1972/201908/17/1740
Focused Care at HumbleHumble, TX100%0 2,114 1,643 3,757 596   2,114 2,100 4,214 (389)1972/201908/17/1740
Focused Care at BeechnutHouston, TX100%0 1,019 5,734 6,753 318   1,019 5,876 6,895 (628)1982/201908/17/1740
Focused Care at LindenLinden, TX100%0 112 256 368 133   112 331 443 (82)1968/201908/17/1740
Focused Care at ShermanSherman, TX100%0 469 6,310 6,779 255   469 6,400 6,869 (663)1971/201908/17/1740
Focused Care at Mount PleasantMount Pleasant, TX100%0 250 6,913 7,163 345   250 7,249 7,499 (768)1970/201908/17/1740
Focused Care at WaxahachieWaxahachie, TX100%0 416 7,259 7,675 582   416 7,789 8,205 (773)1976/201908/17/1740
Focused Care at GilmerGilmer, TX100%0 707 4,552 5,259 93   707 4,605 5,312 (505)1990/201908/17/1740
Hearthstone of Northern NevadaSparks, NV100%0 1,986 9,004 10,990 0   1,986 9,004 10,990 (902)198808/17/1740
Golden Living Center - RichmondRichmond, IN100%0 259 9,819 10,078 131   259 9,950 10,209 (936)1975/200508/17/1740
Golden Living Center - PetersburgPetersburg, IN100%0 581 5,367 5,948 23   581 5,390 5,971 (547)1970/200908/17/1740
Beverly Health - Ft. PierceFort Pierce, FL100%0 787 16,648 17,435 0   787 16,648 17,435 (1,525)1960/201108/17/1740
MaryvilleMaryville, MO100%0 114 5,955 6,069 0 150 5,955 6,105 (625)197208/17/1740
Ashland HealthcareAshland, MO100%0 765 2,669 3,434 0   765 2,669 3,434 (300)199308/17/1740
Bellefontaine GardensSt. Louis, MO100%0 2,071 5,739 7,810 0   2,071 5,739 7,810 (645)1988/199108/17/1740
Current River Nursing CenterDoniphan, MO100%0 657 8,251 8,908 0   657 8,251 8,908 (816)199108/17/1740
Dixon Nursing & RehabDixon, MO100%0 521 3,358 3,879 0   521 3,358 3,879 (360)1989/201108/17/1740
Forsyth Nursing & RehabForsyth, MO100%0 594 8,549 9,143 0   594 8,549 9,143 (858)1993/200708/17/1740
Glenwood HealthcareSeymour, MO100%0 658 901 1,559 0   658 901 1,559 (126)199008/17/1740

F-43

Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount at which Carried at Close of PeriodLife on Which Depreciation in Latest Income Statement is Computed
Description  Location Ownership Percentage
Encum- brances(1)
Land 
Building and Improve- ments(2)(3)
Total Land 
Building and Improve- ments(2)(3)
Total Accumulated Depreciation and AmortizationOriginal Date of Construction/ Renovation Date Acquired
Silex Community CareSilex, MO100%0 807 4,990 5,797 0   807 4,990 5,797 (508)199108/17/1740
South Hampton PlaceColumbia, MO100%0 2,322 6,547 8,869 0   2,322 6,547 8,869 (677)199408/17/1740
Strafford Care CenterStrafford, MO100%0 1,634 6,518 8,152 0   1,634 6,518 8,152 (659)199508/17/1740
Windsor Healthcare & RehabWindsor, MO100%0 471 6,819 7,290 0   471 6,819 7,290 (625)199608/17/1740
Park Manor of ConroeConroe, TX100%0 1,222 19,099 20,321 0   1,222 19,099 20,321 (1,711)200108/17/1740
Park Manor of Cypress StationHouston, TX100%0 1,334 11,615 12,949 0   1,334 11,615 12,949 (1,084)2003/201308/17/1740
Park Manor of HumbleHumble, TX100%0 1,541 12,332 13,873 645   1,541 12,977 14,518 (1,306)2003/201908/17/1740
Park Manor of Quail ValleyMissouri City, TX100%0 1,825 9,681 11,506 0   1,825 9,681 11,506 (939)200508/17/1740
Park Manor of WestchaseHouston, TX100%0 2,676 7,396 10,072 0   2,676 7,396 10,072 (734)200508/17/1740
Park Manor of CyFairHouston, TX100%0 1,732 12,921 14,653 0   1,732 12,921 14,653 (1,197)199908/17/1740
Park Manor of McKinneyMcKinney, TX100%0 1,441 9,017 10,458 0   1,441 9,017 10,458 (911)1993/201208/17/1740
Tanglewood Health and RehabilitationTopeka, KS100%0 176 2,340 2,516 0   176 2,340 2,516 (250)1973/201308/17/1740
Smoky Hill Health and RehabilitationSalina, KS100%0 301 4,201 4,502 0   301 4,201 4,502 (428)198108/17/1740
Belleville Health CenterBelleville, KS100%0 600 1,664 2,264 0   600 1,664 2,264 (213)197708/17/1740
Westridge Healthcare CenterTerre Haute, IN100%0 1,067 7,061 8,128 0   1,067 7,061 8,128 (677)1965/198408/17/1740
Willow Bend Living CenterMuncie, IN100%0 1,168 9,562 10,730 0   1,168 9,562 10,730 (874)1976/198608/17/1740
Twin City HealthcareGas City, IN100%0 345 8,852 9,197 0   345 8,852 9,197 (808)197408/17/1740
Pine Knoll Rehabilitation CenterWinchester, IN100%0 711 5,554 6,265 0   711 5,554 6,265 (535)1986/199808/17/1740
Willow Crossing Health & Rehab CenterColumbus, IN100%0 1,290 10,714 12,004 0   1,290 10,714 12,004 (983)1988/200408/17/1740
Persimmon Ridge CenterPortland, IN100%0 315 9,848 10,163 0   315 9,848 10,163 (917)196408/17/1740
Vermillion Convalescent CenterClinton, IN100%0 884 9,839 10,723 0   884 9,839 10,723 (962)197108/17/1740
Las Vegas Post Acute & RehabilitationLas Vegas, NV100%0 509 18,216 18,725 0   509 18,216 18,725 (1,598)196408/17/1740
Torey Pines Rehabilitation HospitalLas Vegas, NV100%0 3,169 7,863 11,032 0   3,169 7,863 11,032 (777)1972/199708/17/1740
Villa Campana Rehabilitation HospitalTucson, AZ100%0 1,800 4,387 6,187 1,131   1,800 5,518 7,318 (591)1983/2011, 202008/17/1740
Kachina Point Rehabilitation HospitalSedona, AZ100%0 2,035 10,981 13,016 714   2,035 11,695 13,730 (1,136)1984/201108/17/1740
Bay View Rehabilitation HospitalAlameda, CA100%0 3,078 22,328 25,406 0   3,078 22,328 25,406 (2,003)196708/17/1740
Dover Center for Health & RehabilitationDover, NH100%0 522 5,839 6,361 0   522 5,839 6,361 (729)1969/1992, 201708/17/1740
Augusta Center for Health & RehabilitationAugusta, ME100%0 135 6,470 6,605 0   135 6,470 6,605 (635)196708/17/1740
Eastside Center for Health & RehabilitationBangor, ME100%0 302 1,811 2,113 2,112   302 3,923 4,225 (281)1967/1993, 201908/17/1740
F-44

Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount at which Carried at Close of PeriodLife on Which Depreciation in Latest Income Statement is Computed
Description  Location Ownership Percentage
Encum- brances(1)
Land 
Building and Improve- ments(2)(3)
Total Land 
Building and Improve- ments(2)(3)
Total Accumulated Depreciation and AmortizationOriginal Date of Construction/ Renovation Date Acquired
Winship Green Center for Health & RehabilitationBath, ME100%0 250 1,934 2,184 0   250 1,934 2,184 (212)197408/17/1740
Brewer Center for Health & RehabilitationBrewer, ME100%— 177 14,497 14,674 2,436   177 16,933 17,110 (1,450)1974/1990, 201908/17/1740
Kennebunk Center for Health & RehabilitationKennebunk, ME100%0 198 6,822 7,020 76   198 6,898 7,096 (659)197708/17/1740
Norway Center for Health & RehabilitationNorway, ME100%0 791 3,680 4,471 0   791 3,680 4,471 (384)197608/17/1740
Brentwood Center for Health & RehabilitationYarmouth, ME100%0 134 2,072 2,206 0   134 2,072 2,206 (232)195208/17/1740
Country Center for Health & RehabilitationNewburyport, MA100%0 269 4,436 4,705 0   269 4,436 4,705 (575)1968/200908/17/1740
Sachem Center for Health & RehabilitationE. Bridgewater, MA100%0 447 1,357 1,804 0   447 1,357 1,804 (216)196808/17/1740
Eliot Center for Health & RehabilitationNatick, MA100%0 475 1,491 1,966 0   475 1,491 1,966 (204)196408/17/1740
The Reservoir Center for Health & RehabilitationMarlborough, MA100%0 942 1,541 2,483 8,727   942 10,268 11,210 (1,276)1973/201808/17/1740
Newton Wellesley Center for Alzheimer’s CareWellesley, MA100%0 1,186 13,917 15,103 0   1,186 13,917 15,103 (1,277)197108/17/1740
Colony Center for Health & RehabilitationAbington, MA100%0 1,727 2,103 3,830 0   1,727 2,103 3,830 (268)196508/17/1740
Westgate Center for Rehab & Alzheimer’s CareBangor, ME100%0 229 7,171 7,400 203   229 7,374 7,603 (716)1969/199308/17/1740
New Orange HillsOrange, CA100%0 4,163 14,755 18,918 0   4,163 14,755 18,918 (1,390)1987/202008/17/1740
Millbrook Healthcare & Rehabilitation CenterLancaster, TX100%0 548 5,794 6,342 0   548 5,794 6,342 (600)200808/17/1740
Pleasant Valley Health & RehabGarland, TX100%0 1,118 7,490 8,608 0   1,118 7,490 8,608 (739)200808/17/1740
Focused Care at ClarksvilleClarksville, TX100%0 279 4,269 4,548 100   279 4,369 4,648 (496)1989/201908/17/1740
McKinney Healthcare & RehabMcKinney, TX100%0 1,272 6,047 7,319 0   1,272 6,047 7,319 (641)200608/17/1740
Golden Living Center - HopkinsHopkins, MN100%0 807 4,668 5,475 530   807 5,198 6,005 (672)1961/2008, 201908/17/1740
Golden Living Center - FlorenceFlorence, WI100%0 291 3,778 4,069 0   291 3,778 4,069 (418)197008/17/1740
Golden Living Center - South ShoreSt. Francis, WI100%0 166 1,887 2,053 0   166 1,887 2,053 (217)1960/199708/17/1740
Golden Living Center - Rochester EastRochester, MN100%0 645 7,067 7,712 178   645 7,245 7,890 (727)1967/2011, 201908/17/1740
Golden Living Center - Wisconsin DellsWisconsin Dells, WI100%0 1,640 1,599 3,239 0   1,640 1,599 3,239 (238)1972/200608/17/1740
Golden Living Center - SheboyganSheboygan, WI100%0 1,038 2,839 3,877 0   1,038 2,839 3,877 (358)1967/201208/17/1740
Golden Living Center - HendersonvilleHendersonville, NC100%0 1,611 3,503 5,114 0   1,611 3,503 5,114 (407)197908/17/1740
Focused Care at CorpusCorpus Christi, TX100%0 366 6,961 7,327 127 51 1,061 1,112 (373)1973/201008/17/1740
Focused Care at Burnet BayBaytown, TX100%0 579 22,317 22,896 103   579 22,420 22,999 (2,022)2000/201308/17/1740
F-45

Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount at which Carried at Close of PeriodLife on Which Depreciation in Latest Income Statement is Computed
Description  Location Ownership Percentage
Encum- brances(1)
Land 
Building and Improve- ments(2)(3)
Total Land 
Building and Improve- ments(2)(3)
Total Accumulated Depreciation and AmortizationOriginal Date of Construction/ Renovation Date Acquired
Focused Care at Cedar BayouBaytown, TX100%0 589 20,475 21,064 328   589 20,803 21,392 (1,952)200808/17/1740
Focused Care at WestwoodHouston, TX100%0 1,300 13,353 14,653 31   1,300 13,384 14,684 (1,298)200608/17/1740
Focused Care at PasadenaPasadena, TX100%0 1,148 23,579 24,727 38   1,148 23,617 24,765 (2,170)200408/17/1740
Focused Care at WebsterWebster, TX100%0 904 10,315 11,219 24   904 10,339 11,243 (1,027)2000/200908/17/1740
Focused Care at Summer PlaceBeaumont, TX100%0 945 20,424 21,369 253   945 20,677 21,622 (1,875)200908/17/1740
Focused Care at OrangeOrange, TX100%0 711 10,737 11,448 171   711 10,908 11,619 (1,034)200608/17/1740
Signature Healthcare of Whitesburg GardensHuntsville, AL100%0 634 28,071 28,705 0   634 28,071 28,705 (2,479)1968/201208/17/1740
Signature Healthcare of Terre HauteTerre Haute, IN100%0 644 37,451 38,095 0   644 37,451 38,095 (3,716)1996/201308/17/1740
Signature Healthcare at Larkin SpringsMadison, TN100%0 902 3,850 4,752 0   902 3,850 4,752 (465)1969/201608/17/1740
Signature Healthcare of SavannahSavannah, GA100%0 1,235 3,765 5,000 0   1,235 3,765 5,000 (476)1970/201508/17/1740
Signature Healthcare of BlufftonBluffton, IN100%0 254 5,105 5,359 0   254 5,105 5,359 (549)1970/201508/17/1740
Signature Healthcare of Bowling GreenBowling Green, KY100%0 280 13,975 14,255 0   280 13,975 14,255 (1,364)1970/201508/17/1740
Oakview Nursing and Rehabilitation CenterCalvert City, KY100%0 1,176 7,012 8,188 0   1,176 7,012 8,188 (727)1962/201508/17/1740
Fountain Circle Care and Rehabilitation CenterWinchester, KY100%0 554 13,207 13,761 0   554 13,207 13,761 (1,316)1967/201508/17/1740
Riverside Care & Rehabilitation CenterCalhoun, KY100%0 613 7,643 8,256 0   613 7,643 8,256 (814)1963/201508/17/1740
Signature Healthcare of BremenBremen, IN100%0 173 7,393 7,566 0   173 7,393 7,566 (720)1982/201508/17/1740
Signature Healthcare of MuncieMuncie, IN100%0 374 27,429 27,803 0   374 27,429 27,803 (2,476)1980/201308/17/1740
Signature Healthcare at ParkwoodLebanon, IN100%0 612 11,755 12,367 0   612 11,755 12,367 (1,124)1977/201208/17/1740
Signature Healthcare at Tower RoadMarietta, GA100%0 364 16,116 16,480 0   364 16,116 16,480 (1,580)1969/201508/17/1740
Danville Centre for Health and RehabilitationDanville, KY100%0 790 9,356 10,146 0   790 9,356 10,146 (1,075)1962/201508/17/1740
Signature Healthcare at HillcrestOwensboro, KY100%0 1,048 22,587 23,635 0   1,048 22,587 23,635 (2,118)1963/201108/17/1740
Signature Healthcare of ElizabethtownElizabethtown, KY100%0 239 4,853 5,092 0   239 4,853 5,092 (509)196908/17/1740
Signature Healthcare of PrimacyMemphis, TN100%0 1,633 9,371 11,004 0   1,633 9,371 11,004 (962)1981/201508/17/1740
Signature Healthcare of Harbour PointeNorfolk, VA100%0 705 16,451 17,156 0   705 16,451 17,156 (1,746)1969/201508/17/1740
Harrodsburg Health & Rehabilitation CenterHarrodsburg, KY100%0 1,049 9,851 10,900 0   1,049 9,851 10,900 (1,077)1975/201608/17/1740
Signature Healthcare of Putnam CountyCookeville, TN100%0 1,034 15,555 16,589 0   1,034 15,555 16,589 (1,493)1979/201608/17/1740
F-46

Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount at which Carried at Close of PeriodLife on Which Depreciation in Latest Income Statement is Computed
Description  Location Ownership Percentage
Encum- brances(1)
Land 
Building and Improve- ments(2)(3)
Total Land 
Building and Improve- ments(2)(3)
Total Accumulated Depreciation and AmortizationOriginal Date of Construction/ Renovation Date Acquired
Signature Healthcare of Fayette CountyWashington Court House, OH100%0 405 4,839 5,244 0   405 4,839 5,244 (551)1984/201508/17/1740
Signature Healthcare of GalionGalion, OH100%0 836 668 1,504 0   836 668 1,504 (124)1967/198508/17/1740
Signature Healthcare of Roanoke RapidsRoanoke Rapids, NC100%0 373 10,308 10,681 0   373 10,308 10,681 (1,088)1967/201508/17/1740
Signature Healthcare of KinstonKinston, NC100%0 954 7,987 8,941 0   954 7,987 8,941 (945)1960/201508/17/1740
Signature Healthcare of Chapel HillChapel Hill, NC100%0 809 2,703 3,512 302   809 3,005 3,814 (460)1984/201508/17/1740
Signature Healthcare of ChillicotheChillicothe, OH100%0 260 8,924 9,184 0   260 8,924 9,184 (972)1974/201508/17/1740
Signature Healthcare of CoshoctonCoshocton, OH100%0 374 2,530 2,904 0   374 2,530 2,904 (373)1974/201508/17/1740
McCreary Health & Rehabilitation CenterPine Knot, KY100%0 208 7,665 7,873 0   208 7,665 7,873 (760)199008/17/1740
Colonial Health & Rehabilitation CenterBardstown, KY100%0 634 4,094 4,728 0   634 4,094 4,728 (474)1968/201008/17/1740
Glasgow Health & Rehabilitation CenterGlasgow, KY100%0 83 2,057 2,140 0   83 2,057 2,140 (288)196808/17/1740
Green Valley Health & Rehabilitation CenterCarrollton, KY100%0 124 1,693 1,817 0   124 1,693 1,817 (249)1978/201608/17/1740
Hart County Health & RehabilitationHorse Cave, KY100%0 208 7,070 7,278 0   208 7,070 7,278 (765)199308/17/1740
Heritage Hall Health & Rehabilitation CenterLawrenceburg, KY100%0 635 9,861 10,496 0   635 9,861 10,496 (992)197308/17/1740
Jackson ManorAnnville, KY100%0 479 6,078 6,557 0   479 6,078 6,557 (599)198908/17/1740
Jefferson ManorLouisville, KY100%0 3,528 4,653 8,181 0   3,528 4,653 8,181 (574)1982/201208/17/1740
Jefferson PlaceLouisville, KY100%0 2,207 20,733 22,940 0   2,207 20,733 22,940 (1,928)1991/201008/17/1740
Monroe Health & Rehabilitation CenterTompkinsville, KY100%0 333 9,556 9,889 0   333 9,556 9,889 (950)196908/17/1740
North Hardin Health & Rehabilitation CenterRadcliff, KY100%0 1,815 7,470 9,285 0   1,815 7,470 9,285 (941)198608/17/1740
Professional Care Health & Rehabilitation CenterHartford, KY100%0 312 8,189 8,501 0   312 8,189 8,501 (832)196708/17/1740
Rockford Health & Rehabilitation CenterLouisville, KY100%0 427 6,003 6,430 0   427 6,003 6,430 (650)1975/200508/17/1740
Summerfield Health & Rehabilitation CenterLouisville, KY100%0 1,134 9,166 10,300 0   1,134 9,166 10,300 (1,018)1979/201308/17/1740
Tanbark Senior LivingLexington, KY100%0 2,558 4,311 6,869 0   2,558 4,311 6,869 (521)198908/17/1740
Summit Manor Health & Rehabilitation CenterColumbia, KY100%0 114 11,141 11,255 0   114 11,141 11,255 (1,084)196508/17/1740
Belle View Estates Rehabilitation and Care CenterMonticello, AR100%0 206 3,179 3,385 0   206 3,179 3,385 (371)199508/17/1740
River Chase Rehabilitation and Care CenterMorrilton, AR100%0 508 0 508 0   508 0 508 0 1988/201908/17/1740

F-47

Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount at which Carried at Close of PeriodLife on Which Depreciation in Latest Income Statement is Computed
Description  Location Ownership Percentage
Encum- brances(1)
Land 
Building and Improve- ments(2)(3)
Total Land 
Building and Improve- ments(2)(3)
Total Accumulated Depreciation and AmortizationOriginal Date of Construction/ Renovation Date Acquired
Heartland Rehabilitation and Care CenterBenton, AR100%0 1,336 7,386 8,722 0   1,336 7,386 8,722 (786)199208/17/1740
River Ridge Rehabilitation and Care CenterWynne, AR100%0 227 4,007 4,234 0   227 4,007 4,234 (431)199008/17/1740
Brookridge Cove Rehabilitation and Care CenterMorrilton, AR100%0 412 2,642 3,054 0 466 2,642 3,108 (349)199608/17/1740
Southern Trace Rehabilitation and Care CenterBryant, AR100%0 819 8,938 9,757 0   819 8,938 9,757 (847)1989/201508/17/1740
Lake Village Rehabilitation and Care CenterLake Village, AR100%0 507 4,838 5,345 0   507 4,838 5,345 (526)199808/17/1740
Savannah Specialty Care CenterSavannah, GA100%0 2,194 11,711 13,905 0   2,194 11,711 13,905 (1,095)197208/17/1740
Pettigrew Rehabilitation CenterDurham, NC100%0 470 9,633 10,103 0   470 9,633 10,103 (892)1968/200608/17/1740
Sunnybrook Rehabilitation CenterRaleigh, NC100%0 1,155 11,749 12,904 0   1,155 11,749 12,904 (1,114)197108/17/1740
Raleigh Rehabilitation CenterRaleigh, NC100%0 926 17,649 18,575 0   926 17,649 18,575 (1,645)1967/200708/17/1740
Cypress Pointe Rehabilitation CenterWilmington, NC100%0 611 5,051 5,662 0   611 5,051 5,662 (534)1966/201308/17/1740
Silas Creek Rehabilitation CenterWinston-Salem, NC100%0 879 3,283 4,162 0   879 3,283 4,162 (396)196508/17/1740
Lincolnton Rehabilitation CenterLincolnton, NC100%0 0 9,967 9,967 0   0 9,967 9,967 (949)197608/17/1740
Rehabilitation and Nursing Center of MonroeMonroe, NC100%0 166 5,906 6,072 0   166 5,906 6,072 (626)1963/200508/17/1740
Guardian Care of ZebulonZebulon, NC100%0 594 8,559 9,153 0   594 8,559 9,153 (782)1973/201008/17/1740
Guardian Care of Rocky MountRocky Mount, NC100%0 0 18,314 18,314 0   0 18,314 18,314 (1,644)197508/17/1740
San Pedro ManorSan Antonio, TX100%0 671 2,504 3,175 0   671 2,504 3,175 (302)198608/17/1740
Park Manor Health Care & RehabilitationDeSoto, TX100%0 942 6,033 6,975 0   942 6,033 6,975 (629)198708/17/1740
Avalon Place - TrinityTrinity, TX100%0 363 3,852 4,215 0   363 3,852 4,215 (432)1985/201908/17/1740
Avalon Place - KirbyvilleKirbyville, TX100%0 208 5,809 6,017 0   208 5,809 6,017 (624)198708/17/1740
Heritage House of MarshallMarshall, TX100%0 732 4,288 5,020 0   732 4,288 5,020 (474)200808/17/1740
Autumn Woods Residential Health Care FacilityWarren, MI100%0 2,052 25,539 27,591 0   2,052 25,539 27,591 (2,636)1961/200108/17/1740
Autumn View Health Care FacilityHamburg, NY100%0 1,026 54,086 55,112 0   1,026 54,086 55,112 (4,881)1983/201408/17/1740
Brookhaven Health Care FacilityEast Patchogue, NY100%0 2,181 30,373 32,554 0   2,181 30,373 32,554 (2,883)1988/201108/17/1740
Harris Hill Nursing FacilityWilliamsville, NY100%0 1,122 46,413 47,535 0   1,122 46,413 47,535 (4,112)1992/200708/17/1740
Garden Gate Health Care FacilityCheektowaga, NY100%0 1,164 29,905 31,069 0   1,164 29,905 31,069 (2,808)1979/200608/17/1740
F-48

Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount at which Carried at Close of PeriodLife on Which Depreciation in Latest Income Statement is Computed
Description  Location Ownership Percentage
Encum- brances(1)
Land 
Building and Improve- ments(2)(3)
Total Land 
Building and Improve- ments(2)(3)
Total Accumulated Depreciation and AmortizationOriginal Date of Construction/ Renovation Date Acquired
Northgate Health Care FacilityNorth Tonawanda, NY100%0 830 29,488 30,318 0   830 29,488 30,318 (2,768)1982/200708/17/1740
Seneca Health Care CenterWest Seneca, NY100%0 1,325 26,839 28,164 0   1,325 26,839 28,164 (2,473)1974/200808/17/1740
Blueberry Hill Rehab and Healthcare CenterBeverly, MA100%0 2,410 13,588 15,998 0   2,410 13,588 15,998 (1,684)1965/201508/17/1740
River Terrace Rehabilitation and Healthcare CenterLancaster, MA100%0 343 7,733 8,076 0   343 7,733 8,076 (740)1970/200508/17/1740
The Crossings East CampusNew London, CT100%0 505 2,248 2,753 48   505 2,296 2,801 (369)1967/201608/17/1740
Parkway Pavilion HealthcareEnfield, CT100%0 437 16,461 16,898 27   437 16,488 16,925 (1,611)1968/201508/17/1740
Quincy Health & Rehabilitation CenterQuincy, MA100%0 894 904 1,798 129   894 1,033 1,927 (166)1965/200308/17/1740
Den-Mar Health & Rehabilitation CenterRockport, MA100%0 0 1,765 1,765 0   0 1,765 1,765 (221)1963/199308/17/1740
Firesteel Healthcare CommunityMitchell, SD100%0 621 14,059 14,680 8,716   621 22,775 23,396 (3,266)1966/201708/17/1740
Fountain Springs Healthcare CommunityRapid City, SD100%0 1,134 13,109 14,243 268   1,134 13,377 14,511 (1,260)1989/2016, 201908/17/1740
Palisade Healthcare CommunityGarretson, SD100%0 362 2,548 2,910 297   362 2,845 3,207 (346)1971/1982, 201908/17/1740
Shepherd of the Valley Healthcare CommunityCasper, WY100%0 803 19,210 20,013 1,148   803 20,358 21,161 (1,979)1961/1990, 201908/17/1740
Wheatcrest Hills Healthcare CommunityBritton, SD100%0 679 3,216 3,895 331   679 3,547 4,226 (400)1969/201908/17/1740
Riverview Healthcare Community & Independent LivingFlandreau, SD100%0 240 6,327 6,567 0   240 6,327 6,567 (632)1965/198908/17/1740
Prairie View Healthcare CenterWoonsocket, SD100%0 383 2,041 2,424 0   383 2,041 2,424 (239)1968/201208/17/1740
Wingate at Dutchess (Fishkill)Fishkill, NY100%0 964 30,107 31,071 338   964 30,435 31,399 (2,865)199508/17/1740
Wingate at Ulster (Highland)Highland, NY100%0 4,371 11,473 15,844 136   4,371 11,609 15,980 (1,164)199808/17/1740
Wingate at BeaconBeacon, NY100%0 0 25,400 25,400 42   0 25,442 25,442 (2,516)200208/17/1740
Wingate at SpringfieldSpringfield, MA100%0 817 11,357 12,174 0   817 11,357 12,174 (1,090)198708/17/1740
Wingate at AndoverAndover, MA100%0 2,123 5,383 7,506 0   2,123 5,383 7,506 (592)199208/17/1740
Wingate at ReadingReading, MA100%0 1,534 5,221 6,755 159   1,534 5,380 6,914 (589)198808/17/1740
Wingate at SudburySudbury, MA100%0 2,017 3,458 5,475 0   2,017 3,458 5,475 (450)199708/17/1740
Wingate at Belvidere (Lowell)Lowell, MA100%0 1,335 9,019 10,354 0   1,335 9,019 10,354 (935)1966/200708/17/1740
Wingate at WorcesterWorcester, MA100%0 945 8,770 9,715 50   945 8,820 9,765 (891)1970/198808/17/1740
Wingate at West SpringfieldW. Springfield, MA100%0 2,022 7,345 9,367 0   2,022 7,345 9,367 (819)1960/198508/17/1740
Wingate at East LongmeadowEast Longmeadow, MA100%0 2,968 8,957 11,925 190   2,968 9,147 12,115 (1,016)1985/200508/17/1740
Broadway by the SeaLong Beach, CA100%0 2,939 11,782 14,721 0   2,939 11,690 14,629 (1,168)1968/201109/19/1740
F-49

Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount at which Carried at Close of PeriodLife on Which Depreciation in Latest Income Statement is Computed
Description  Location Ownership Percentage
Encum- brances(1)
Land 
Building and Improve- ments(2)(3)
Total Land 
Building and Improve- ments(2)(3)
Total Accumulated Depreciation and AmortizationOriginal Date of Construction/ Renovation Date Acquired
Coventry Court Health CenterAnaheim, CA100%0 2,044 14,167 16,211 0   2,044 14,167 16,211 (1,375)1968/201109/19/1740
Fairfield Post-Acute RehabFairfield, CA100%0 586 23,582 24,168 0   586 23,582 24,168 (2,129)1966/200609/19/1740
Garden View Post-Acute RehabBaldwin Park, CA100%0 2,270 17,063 19,333 0   2,270 17,063 19,333 (1,626)1970/201509/19/1740
Grand Terrace Health Care CenterGrand Terrace, CA100%0 432 9,382 9,814 0   432 9,382 9,814 (901)1945/201709/19/1740
Pacifica Nursing & Rehab CenterPacifica, CA100%0 1,510 27,397 28,907 0   1,510 27,397 28,907 (2,440)197509/19/1740
Burien Nursing & Rehab CenterBurien, WA100%0 823 17,431 18,254 0 826 17,431 18,257 (1,635)1965/201409/19/1740
Park West Care CenterSeattle, WA100%0 4,802 7,927 12,729 0   4,802 7,927 12,729 (834)1963/201609/19/1740
Beachside Nursing CenterHuntington Beach, CA100%0 2,312 9,885 12,197 0   2,312 9,885 12,197 (945)1965/201009/19/1740
Chatsworth Park Health CareChatsworth, CA100%0 7,841 16,916 24,757 0   7,841 16,916 24,757 (1,684)197609/19/1740
Cottonwood Post-Acute RehabWoodland, CA100%0 504 7,369 7,873 0   504 7,369 7,873 (741)1975/201009/19/1740
Danville Post-Acute RehabDanville, CA100%0 1,491 17,157 18,648 0   1,491 17,157 18,648 (1,599)196509/19/1740
Lake Balboa Care CenterVan Nuys, CA100%0 2,456 16,462 18,918 0   2,456 16,462 18,918 (1,478)1958/201509/19/1740
Lomita Post-Acute Care CenterLomita, CA100%0 2,743 14,734 17,477 0   2,743 14,734 17,477 (1,437)196909/19/1740
University Post-Acute RehabSacramento, CA100%0 2,846 17,962 20,808 0   2,846 17,962 20,808 (1,653)197209/19/1740
Issaquah Nursing & Rehab CenterIssaquah, WA100%0 10,125 7,771 17,896 0   10,125 7,771 17,896 (859)1975/201209/19/1740
Alamitos-Belmont Rehab HospitalLong Beach, CA100%0 3,157 22,067 25,224 0   3,157 22,067 25,224 (2,081)1966/201409/19/1740
Edgewater Skilled Nursing CenterLong Beach, CA100%0 2,857 5,878 8,735 0   2,857 5,878 8,735 (598)1952/201309/19/1740
Fairmont Rehabilitation HospitalLodi, CA100%0 812 21,059 21,871 0   812 21,059 21,871 (1,848)196509/19/1740
Palm Terrace Care CenterRiverside, CA100%0 1,717 13,806 15,523 0   1,717 13,806 15,523 (1,417)196609/19/1740
Woodland Nursing & RehabWoodland, CA100%0 278 16,729 17,007 0   278 16,729 17,007 (1,555)1930/200709/19/1740
Park Manor at Bee CaveBee Cave, TX100%0 2,107 10,413 12,520 0   2,107 10,413 12,520 (1,117)201412/15/1740
RamonaEl Monte, CA100%0 2,058 19,671 21,729 0   2,058 19,671 21,729 (1,700)196501/10/1840
Park RidgeShoreline, WA100%0 8,861 11,478 20,339 0   8,861 11,478 20,339 (1,170)1964/201201/19/1840
26,476 376,386 3,218,616 3,595,002 63,018 376,164 3,268,306 3,644,470 (385,094)  
Senior Housing - Leased         
Forest Hills (ALF)Broken Arrow, OK100%(4)1,803 3,927 5,730 0   1,803 3,294 5,097 (1,655)2000/201811/15/1030
Langdon Place of ExeterExeter, NH100%2,547 571 7,183 7,754 0   571 5,940 6,511 (2,374)198711/15/1043
Langdon Place of NashuaNashua, NH100%4,887 0 5,654 5,654 0   0 4,605 4,605 (1,638)198911/15/1040
Langdon Place of KeeneKeene, NH100%3,912 304 3,992 4,296 0   304 3,437 3,741 (1,594)199511/15/1046
F-50

Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount at which Carried at Close of PeriodLife on Which Depreciation in Latest Income Statement is Computed
Description  Location Ownership Percentage
Encum- brances(1)
Land 
Building and Improve- ments(2)(3)
Total Land 
Building and Improve- ments(2)(3)
Total Accumulated Depreciation and AmortizationOriginal Date of Construction/ Renovation Date Acquired
Langdon Place of DoverDover, NH100%3,164 801 10,036 10,837 0   801 8,632 9,433 (3,384)1987/2009, 201911/15/1042
Age-Well Senior LivingGreen Bay, WI100%0 256 2,262 2,518 1,032   256 3,294 3,550 (1,770)2004/201111/22/1140
Gulf Pointe VillageRockport, TX100%0 789 607 1,396 0   789 607 1,396 (240)1996/201811/30/1240
Aspen Ridge Retirement VillageGaylord, MI100%0 2,024 5,467 7,491 0   2,024 5,467 7,491 (1,569)200212/14/1240
Green Acres of CadillacCadillac, MI100%0 217 3,000 3,217 0   217 3,000 3,217 (728)2001/200612/14/1240
Green Acres of GreenvilleGreenville, MI100%0 684 5,832 6,516 249   684 6,081 6,765 (1,497)1999/2001, 2012, 2013, 201812/14/1240
Green Acres of ManisteeManistee, MI100%0 952 2,578 3,530 2,547   952 5,125 6,077 (1,229)2002/201712/14/1240
Green Acres of MasonMason, MI100%0 198 4,131 4,329 0   198 4,131 4,329 (1,045)2009/201212/14/1240
Nottingham PlaceMidland, MI100%0 744 1,745 2,489 400   744 2,145 2,889 (574)1995/201512/14/1240
Royal ViewMecosta, MI100%0 307 2,477 2,784 0   307 2,477 2,784 (686)200112/14/1240
Tawas VillageEast Tawas, MI100%0 258 3,713 3,971 45   258 3,758 4,016 (1,227)200512/14/1240
Turning BrookAlpena, MI100%0 546 13,139 13,685 0   546 13,139 13,685 (2,856)2006/2008, 201012/14/1240
Greenfield of WoodstockWoodstock, VA100%0 597 5,465 6,062 0   597 5,465 6,062 (1,193)1996/201506/28/1340
Nye SquareFremont, NE100%0 504 17,670 18,174 0   504 17,670 18,174 (3,501)1989/200202/14/1440
The MeadowsNorfolk, NE100%0 217 9,906 10,123 4,680   217 14,586 14,803 (2,362)1989/1991, 1994, 2018, 201902/14/1440
Park PlaceFort Wayne, IN100%12,899 2,300 21,115 23,415 2,747   2,300 23,861 26,161 (5,286)2011/2016, 201804/30/1440
Avalon MC - Boat ClubFort Worth, TX100%0 359 8,126 8,485 0   359 8,126 8,485 (1,457)1996/201509/29/1440
Avalon MC - 7200Arlington, TX100%0 123 4,914 5,037 0   123 4,914 5,037 (883)1988/201409/29/1440
Avalon MC - 7204Arlington, TX100%0 215 4,821 5,036 0   215 4,822 5,037 (871)1988/201409/29/1440
Avalon MC - 7140Arlington, TX100%0 143 6,653 6,796 0   143 6,653 6,796 (1,167)201109/29/1440
Delaney Creek LodgeBrandon, FL100%0 1,283 8,424 9,707 483   1,283 8,907 10,190 (1,777)1999/201610/01/1440
Nature Coast LodgeLecanto, FL100%0 1,031 5,577 6,608 452   1,031 6,030 7,061 (1,395)1997/201610/01/1440
West WindsZephyrhills, FL100%0 1,688 9,098 10,786 360   1,688 9,459 11,147 (2,025)2008/201610/01/1440
Tudor HeightsBaltimore, MD100%0 561 4,865 5,426 1,315 344 2,906 3,250 0 1920/1997, 2010, 2015, 201910/14/1440
Life’s Journey of MattoonMattoon, IL100%0 812 6,796 7,608 63 111 720 831 (26)2006/200809/01/1540
Life’s Journey of PanaPana, IL100%0 154 2,098 2,252 0 23 227 250 (9)1998/201209/01/1540
Life’s Journey of TaylorvilleTaylorville, IL100%0 267 5,201 5,468 50 106 1,794 1,900 (226)2012/201409/01/1540
Life’s Journey of ParisParis, IL100%0 132 3,090 3,222 0 49 996 1,045 (116)1998/201309/01/1540
Ashley PointeLake Stevens, WA100%0 1,559 9,059 10,618 68   1,559 9,127 10,686 (1,475)1998/201209/17/1540
Farmington Square EugeneEugene, OR100%0 1,428 16,138 17,566 101   1,428 16,239 17,667 (2,323)1996/1997, 2011, 201909/17/1540
Farmington Square TualatinTualatin, OR100%0 527 14,659 15,186 101   527 14,760 15,287 (2,120)1995/1997, 201909/17/1540
F-51

Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount at which Carried at Close of PeriodLife on Which Depreciation in Latest Income Statement is Computed
Description  Location Ownership Percentage
Encum- brances(1)
Land 
Building and Improve- ments(2)(3)
Total Land 
Building and Improve- ments(2)(3)
Total Accumulated Depreciation and AmortizationOriginal Date of Construction/ Renovation Date Acquired
Farmington Square of SalemSalem, OR100%0 1,074 19,421 20,495 408   1,074 19,829 20,903 (2,950)1989/1995, 201809/17/1540
Colorado SpringsColorado Springs, CO100%0 1,210 9,490 10,700 0   1,210 9,490 10,700 (1,463)2013/201911/16/1540
Sun City WestSun City West, AZ100%0 930 9,170 10,100 248   930 9,418 10,348 (1,301)201207/01/1640
Poet’s Walk at FredericksburgFredericksburg, VA100%0 1,379 21,209 22,588 0   1,379 21,209 22,588 (2,786)201607/14/1640
Poet’s Walk at Chandler OaksRound Rock, TX100%0 679 13,642 14,321 0   679 13,642 14,321 (1,807)201608/01/1640
The Montecito Santa FeSanta Fe, NM100%0 2,536 19,441 21,977 0 2,157 21,736 23,893 (2,643)200609/23/1640
Montecito - MCSanta Fe, NM100%0 670 7,743 8,413 409 670 8,152 8,822 (38)202009/23/1640
The Golden CrestFranklin, NH100%0 292 6,889 7,181 97   292 6,996 7,288 (976)198811/30/1640
Poet’s Walk at HendersonHenderson, NV100%0 1,430 21,850 23,280 0   1,430 21,862 23,292 (2,543)201612/01/1640
Kruse VillageBrenham, TX100%0 476 11,912 12,388 0   476 11,922 12,398 (1,587)199112/02/1640
Poet’s Walk of Cedar ParksCedar Park, TX100%0 1,035 13,127 14,162 0   1,035 13,127 14,162 (1,386)201706/01/1740
Avamere Court at KeizerKeizer, OR100%0 1,220 31,783 33,003 0   1,220 31,783 33,003 (2,861)197008/17/1740
Arbor Court Retirement Community at AlvamarLawrence, KS100%0 584 4,431 5,015 0   584 4,431 5,015 (447)1995/201408/17/1740
Arbor Court Retirement Community at SalinaSalina, KS100%0 584 3,020 3,604 0   584 3,020 3,604 (303)1989/201408/17/1740
Arbor Court Retirement Community at TopekaTopeka, KS100%0 313 5,492 5,805 0   313 5,492 5,805 (509)1986/201408/17/1740
Aspen Grove Assisted LivingSturgis, SD100%0 555 6,487 7,042 0   555 6,487 7,042 (663)201308/17/1740
Maurice Griffith Manor Living CenterCasper, WY100%0 294 72 366 0   294 72 366 (14)1984/198508/17/1740
The Peaks at Old Laramie Trail (Lafayette)Lafayette, CO100%0 1,085 19,243 20,328 0 1,883 19,196 21,079 (1,758)201612/15/1740
Prairie ViewWinnebago, IL100%0 263 3,743 4,006 0   263 3,743 4,006 (348)200701/31/1840
Arbor View Assisted LivingPewaukee, WI100%0 1,019 3,606 4,625 0   1,019 3,606 4,625 (299)201004/16/1840
Legacy Assisted LivingPewaukee, WI100%0 661 5,680 6,341 0   661 5,680 6,341 (434)201504/16/1840
Greenfield of StrasburgStrasburg, VA100%0 666 5,551 6,217 0   666 5,551 6,217 (437)200104/30/1840
Poets Walk of SarasotaSarasota, FL100%0 1,440 22,541 23,981 0   1,440 22,541 23,981 (1,617)201805/18/1840
The Pointe at LifespringKnoxville, TN100%0 1,603 9,219 10,822 0   1,603 9,219 10,822 (722)201708/31/1840
Shavano Park Senior LivingShavano Park, TX100%0 2,131 11,541 13,672 0   2,131 11,541 13,672 (827)201508/31/1840
Traditions of BeavercreekBeavercreek, OH100%0 1,622 24,215 25,837 7,561   1,622 31,772 33,394 (2,120)201611/01/1840
Cadence at Poway GardensPoway, CA100%0 3,693 14,467 18,160 0   3,693 14,467 18,160 (459)1987/201111/22/1940
Traditions of Brookside (McCordsville)McCordsville, IN100%0 1,587 31,315 32,902 0   1,587 31,315 32,902 (872)201701/07/2040
Traditions of BeaumontLouisville, KY100%0 1,841 21,827 23,668 0   1,841 21,827 23,668 (552)201501/31/2040

F-52

Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount at which Carried at Close of PeriodLife on Which Depreciation in Latest Income Statement is Computed
Description  Location Ownership Percentage
Encum- brances(1)
Land 
Building and Improve- ments(2)(3)
Total Land 
Building and Improve- ments(2)(3)
Total Accumulated Depreciation and AmortizationOriginal Date of Construction/ Renovation Date Acquired
Traditions at Hunter Station (Clarksville)Sellersburg, IN100%0 1,060 28,702 29,762 0 1,060 28,702 29,762 (600)201504/01/2040
27,409 58,286 646,247 704,533 23,416 57,412 650,222 707,634 (87,600)
Senior Housing - Managed
Winter VillageFrankenmuth, MI100%0 5,027 20,929 25,956 1,201   5,027 22,130 27,157 (5,304)1982/200809/21/1240
Stoney River MarshfieldMarshfield, WI100%0 574 8,733 9,307 180   574 8,913 9,487 (2,071)201012/18/1240
Kensington CourtWindsor, ON100%0 1,360 16,855 18,215 1,056 1,435 18,835 20,270 (3,142)199806/11/1540
Masonville ManorLondon, ON100%0 960 19,056 20,016 458 1,013 20,559 21,572 (3,347)1998/2015, 201906/11/1540
Okanagan ChateauKelowna, BC100%0 2,321 8,308 10,629 1,415 2,448 10,179 12,627 (1,864)1990/2019, 202006/11/1540
Court at LaurelwoodWaterloo, ON100%0 1,823 22,135 23,958 395 1,921 23,745 25,666 (3,817)2005/201506/11/1540
Fairwinds LodgeSarnia, ON100%0 1,187 20,346 21,533 626 1,251 22,089 23,340 (3,568)2000/201906/11/1540
The ShoresKamloops, BC100%4,891 679 8,024 8,703 310 715 8,775 9,490 (1,458)1992/201406/11/1540
Orchard ValleyVernon, BC100%6,511 843 10,724 11,567 457 284 11,770 12,054 (1,840)1990/200806/11/1540
Cherry ParkPenticton, BC100%4,688 763 6,771 7,534 775 804 7,919 8,723 (1,320)1990/1991, 2014, 201906/11/1540
Maison Senior LivingCalgary, AB100%0 3,908 20,996 24,904 671 4,121 22,818 26,939 (3,386)201309/17/1540
RamseyRamsey, MN100%0 1,182 13,280 14,462 73   1,182 13,353 14,535 (1,318)201510/06/1740
Marshfield IIMarshfield, WI100%0 500 4,134 4,634 23   500 4,157 4,657 (462)201410/06/1740
Dover PlaceDover, DE100%0 2,797 23,054 25,851 169   2,797 23,223 26,020 (2,088)199901/02/1840
Kanawha PlaceCharleston, WV100%0 419 4,239 4,658 409   419 4,648 5,067 (578)196901/02/1840
Leighton PlaceWilliamsport, PA100%0 296 9,191 9,487 240   296 9,431 9,727 (907)1990/200901/02/1840
Maidencreek PlaceReading, PA100%0 684 12,950 13,634 93   684 13,043 13,727 (1,202)200401/02/1840
Rolling Meadows PlaceScott Depot, WV100%0 230 6,271 6,501 312   230 6,575 6,805 (742)199601/02/1840
Willowbrook PlaceClarks Summit, PA100%0 406 9,471 9,877 712   406 10,183 10,589 (1,051)199701/02/1840
Wyncote PlaceWyncote, PA100%0 1,781 4,911 6,692 366   1,781 5,277 7,058 (660)190901/02/1840
Amity PlaceDouglassville, PA100%0 611 19,083 19,694 146   611 19,229 19,840 (1,679)200801/02/1840
Milford PlaceMilford, DE100%0 1,199 18,786 19,985 237   1,199 19,023 20,222 (1,716)199901/02/1840
Oak Hill PlaceOak Hill, WV100%0 609 2,636 3,245 189   609 2,825 3,434 (396)2001/201401/02/1840
Seasons PlaceLewisburg, WV100%0 355 5,055 5,410 450   355 5,505 5,860 (693)199501/02/1840
Parkview in AllenAllen, TX100%0 2,190 45,767 47,957 0   2,190 46,637 48,827 (8,357)2004/201009/25/1440
The Atrium At GainesvilleGainesville, FL100%0 2,139 44,789 46,928 0   2,139 46,608 48,747 (8,771)1986/2013, 2015, 201909/25/1440
The ChateauMcKinney, TX100%0 2,760 44,397 47,157 0   2,760 45,571 48,331 (8,297)2006/2010, 201909/25/1440
Gardens At Wakefield PlantationRaleigh, NC100%0 2,344 37,506 39,850 0   2,344 38,275 40,619 (6,757)2002/201409/25/1440
Las BrisasSan Luis Obispo, CA100%0 4,992 30,909 35,901 0   4,992 31,487 36,479 (5,741)1987/2006, 201509/25/1440
Creekside TerraceWinston-Salem, NC100%0 2,995 24,428 27,423 0   2,995 24,782 27,777 (4,614)200109/25/1440
Colonial VillageLongview, TX100%0 805 26,498 27,303 0   805 27,568 28,373 (5,097)1985/201009/25/1440
Garden VillageKansas City, MO100%0 1,325 20,510 21,835 0   1,325 21,466 22,791 (4,231)198309/25/1440
F-53

Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount at which Carried at Close of PeriodLife on Which Depreciation in Latest Income Statement is Computed
Description  Location Ownership Percentage
Encum- brances(1)
Land 
Building and Improve- ments(2)(3)
Total Land 
Building and Improve- ments(2)(3)
Total Accumulated Depreciation and AmortizationOriginal Date of Construction/ Renovation Date Acquired
Desert RoseYuma, AZ100%0 530 21,775 22,305 0   530 22,124 22,654 (4,107)1996/201409/25/1440
Windland SouthNashville, TN100%0 1,996 19,368 21,364 0   1,996 20,507 22,503 (4,159)1986/200009/25/1440
Cedar WoodsBranford, CT100%0 2,403 18,821 21,224 0   2,403 19,436 21,839 (3,619)198709/25/1440
VirginianRichmond, VA100%0 1,080 19,545 20,625 0   1,080 20,231 21,311 (3,860)1989/200709/25/1440
Monarch EstatesAuburn, AL100%0 3,209 17,326 20,535 0   3,209 17,768 20,977 (3,419)200109/25/1440
Village At The FallsMenomonee Falls, WI100%0 1,477 18,778 20,255 0   1,477 19,160 20,637 (3,656) 2005/2006, 2007/2011, 201909/25/1440
Holiday At The AtriumGlenville, NY100%0 978 18,257 19,235 0   978 19,036 20,014 (3,565)2001/201409/25/1440
Lake Ridge VillageEustis, FL100%0 1,152 17,523 18,675 0   1,152 18,904 20,056 (3,620)1984/1988, 201309/25/1440
Heritage VillageMcAllen, TX100%0 4,092 13,823 17,915 0   4,092 14,468 18,560 (2,867)198809/25/1440
Madison MeadowsPhoenix, AZ100%0 2,567 12,029 14,596 0   2,567 12,998 15,565 (2,692)198609/25/1440
South Wind HeightsJonesboro, AR100%0 1,782 11,244 13,026 0   1,782 11,789 13,571 (2,394)199909/25/1440
Harrison RegentOgden, UT100%0 794 10,873 11,667 0   794 11,728 12,522 (2,326)1985/201609/25/1440
Capital PlaceOlympia, WA100%0 2,477 23,767 26,244 0   2,477 25,275 27,752 (4,676)1986/201610/07/1440
The Monarch at RichardsonRichardson, TX100%0 2,282 10,556 12,838 925   2,282 11,472 13,754 (415)1999/202011/01/1940
Elan WestpointeNew Braunfels, TX100%0 1,312 23,108 24,420 51   1,312 23,159 24,471 (689)201501/15/2040
16,090 78,195 827,535 905,730 11,939 78,343 864,653 942,996 (142,538)
Specialty Hospitals and Other
Texas Regional Medical CenterSunnyvale, TX100%0 4,020 57,620 61,640 0   4,020 57,620 61,640 (17,774)200905/03/1140
Landmark AuroraAurora, CO100%0 2,874 12,829 15,703 483   2,874 13,312 16,186 (2,870)2009/201809/20/1240
Baylor Orthopedic Spine Hospital at ArlingtonArlington, TX100%0 0 44,217 44,217 0   0 44,217 44,217 (3,787)2009/201608/17/1740
Touchstone Neurorecovery CenterConroe, TX100%0 2,935 25,003 27,938 0   2,935 25,003 27,938 (2,421)199208/17/1740
HealthBridge Children’s Hospital (Houston)Houston, TX100%0 3,001 14,581 17,582 0   3,001 14,581 17,582 (1,272)1999/200908/17/1740
Nexus Specialty Hospital - Woodlands CampusSpring, TX100%0 1,319 15,153 16,472 0   1,319 15,153 16,472 (1,324)1995/199808/17/1740
HealthBridge Children’s Hospital (Orange)Orange, CA100%0 2,060 5,538 7,598 0   2,060 5,538 7,598 (504)200008/17/1740
ResCare Tangram - Texas Hill Country SchoolMaxwell, TX100%0 902 2,384 3,286 1   902 2,385 3,287 (241)199308/17/1740
ResCare Tangram - ChaparralMaxwell, TX100%0 901 1,198 2,099 0   901 1,198 2,099 (146)1994/200908/17/1740
ResCare Tangram - Sierra Verde & Roca VistaMaxwell, TX100%0 456 2,632 3,088 0   456 2,632 3,088 (251)199208/17/1740
ResCare Tangram - 618 W. HutchinsonSan Marcos, TX100%0 51 359 410 62   51 359 410 (35)186908/17/1740
ResCare Tangram - RanchSeguin, TX100%0 539 2,627 3,166 0   539 2,627 3,166 (319)198908/17/1740
ResCare Tangram - MesquiteSeguin, TX100%0 228 3,407 3,635 79   228 3,486 3,714 (352)1985/199108/17/1740
F-54

Initial Cost to CompanyCost Capitalized Subsequent to AcquisitionGross Amount at which Carried at Close of PeriodLife on Which Depreciation in Latest Income Statement is Computed
Description  Location Ownership Percentage
Encum- brances(1)
Land 
Building and Improve- ments(2)(3)
Total Land 
Building and Improve- ments(2)(3)
Total Accumulated Depreciation and AmortizationOriginal Date of Construction/ Renovation Date Acquired
ResCare Tangram - HaciendaKingsbury, TX100%0 104 2,788 2,892 27   104 2,815 2,919 (260)1990/201208/17/1740
ResCare Tangram - Loma LindaSeguin, TX100%0 52 805 857 0   52 805 857 (81)197008/17/1740
Aurora Chicago Lakeshore HospitalChicago, IL100%0 8,574 39,732 48,306 0   8,574 39,732 48,306 (3,680)1992/201108/17/1740
Aurora Arizona WestGlendale, AZ100%0 1,501 67,046 68,547 0   1,501 67,046 68,547 (5,863)1996/201308/17/1740
Aurora Arizona EastTempe, AZ100%0 3,137 50,073 53,210 0   3,137 50,073 53,210 (4,476)2001/201608/17/1740
Aurora Charter Oak HospitalCovina, CA100%0 23,472 71,542 95,014 0   23,472 71,542 95,014 (6,499)1974/201108/17/1740
Aurora Vista del Mar HospitalVentura, CA100%0 8,089 43,645 51,734 —   8,089 43,645 51,734 (4,310)1984/201808/17/1740
Aurora San Diego HospitalSan Diego, CA100%0 8,403 55,015 63,418 7,599   8,403 62,614 71,017 (5,853)1988/201708/17/1740
Gateway Rehabilitation Hospital at FlorenceFlorence, KY100%0 3,866 26,447 30,313 0   3,866 26,447 30,313 (2,308)200008/17/1740
Highlands Regional Rehabilitation HospitalEl Paso, TX100%0 2,009 6,639 8,648 0   2,009 6,639 8,648 (646)1999/200908/17/1740
Landmark New LondonNew London, CT100%0 356 152 508 98   356 250 606 (32)1967/201608/17/1740
Landmark CarmelCarmel, IN100%0 963 4,347 5,310 0   963 4,347 5,310 (218)1996/201907/24/1940
Landmark LouisvilleLouisville, KY100%0 1,078 8,305 9,383 0   1,078 8,305 9,383 (355)2002/201808/21/1940
Recovery Centers of America at MonroevilleMonroeville, PA100%0 2,034 1,758 3,792 13,740   2,034 15,498 17,532 (144)1987/202012/18/1940
0 82,924 565,842 648,766 22,089 82,924 587,869 670,793 (66,021)
Multi-property Indebtedness  10,224 0 0 0 0 0 0 0 0   
   80,199 595,791 5,258,240 5,854,031 120,462 594,843 5,371,050 5,965,893 (681,253)  
Corporate Assets  0 0 136 136 666 0 802 802 (404)  
   $80,199 $595,791 $5,258,376 $5,854,167 $121,128 $594,843 $5,371,852 $5,966,695 $(681,657)  
(1)    Encumbrances do not include deferred financing costs, net of $1.1 million as of December 31, 2020.
(2)    Building and building improvements include land improvements and furniture and equipment.
(3)    The aggregate cost of real estate for federal income tax purposes was $5.0 billion.
(4)    Property serves as collateral for secured debt totaling $10.2 million as of December 31, 2020.


F-55

SCHEDULE III
REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION
(dollars in thousands)


Year Ended December 31,
202020192018
Real estate: 
Balance at the beginning of the year$5,880,583 $6,255,883 $6,334,855 
Acquisitions110,752 49,483 262,605 
Real estate assumed0 12,962 0 
Improvements47,354 25,451 27,697 
Impairment(6,776)(143,655)(1,576)
Sale of real estate(63,050)(322,910)(351,922)
Foreign currency translation3,448 6,918 (12,639)
Write-off of fully depreciated assets(5,616)(3,549)(3,137)
Balance at the end of the year$5,966,695 $5,880,583 $6,255,883 
  
Accumulated depreciation: 
Balance at the beginning of the year$(539,213)$(402,338)$(340,423)
Depreciation expense(166,086)(163,863)(174,398)
Impairment2,773 22,070 163 
Sale of real estate15,886 2,092 108,122 
Foreign currency translation(633)(723)1,061 
Write-off of fully depreciated assets5,616 3,549 3,137 
Balance at the end of the year$(681,657)$(539,213)$(402,338)

F-56

SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE
As of December 31, 2020
(dollars in thousands)

DescriptionContractual Interest RateMaturity DatePeriodic Payment TermsPrior LiensPrincipal Balance
Book Value (1)
Principal Amount of Loans Subject to Delinquent Principal or Interest
Mortgages:
River Vista10.0 %2027(2)$0 $19,000 $19,000 N/A
Construction Mortgages:
Arlington8.0 2022(3)0 3,343 3,352 N/A
$0 $22,343 $22,352 
(1)    The aggregate cost for federal income tax purposes was $22.5 million as of December 31, 2020.
(2)    Interest is due monthly, and principal is due at the maturity date.
(3)    Interest and principal for the first 36 months is deferred and due at the maturity date. Interest after the first 36 months is due monthly.



Changes in mortgage loans are summarized as follows:
Year Ended December 31,
202020192018
Balance at the beginning of the year$21,468 $23,146 $16,033 
Additions during period:
Draws706 1,689 10,943 
Interest income added to principal169 194 1,528 
Deductions during period:
Paydowns/repayments0 (3,561)(5,358)
Balance at the end of the year$22,343 $21,468 $23,146 
F-57

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on August 6, 2021.March 20, 2023.
 
SABRA HEALTH CARE REIT, INC.
By:
/S/    RICHARD K. MATROS        MICHAEL COSTA
 
Richard K. Matros
Chairman, President andMichael Costa
Chief Financial Officer, Secretary and Executive OfficerVice President