Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 1-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Sabra Health Care REIT, Inc. | |
Entity Central Index Key | 1492298 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 59,234,056 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Assets | ||
Real estate investments, net of accumulated depreciation of $199,767 and $185,994 as of March 31, 2015 and December 31, 2014, respectively | $1,632,707 | $1,645,805 |
Loans receivable and other investments, net | 258,346 | 251,583 |
Cash and cash equivalents | 4,171 | 61,793 |
Restricted cash | 6,948 | 7,024 |
Prepaid expenses, deferred financing costs and other assets, net | 102,325 | 98,687 |
Total assets | 2,004,497 | 2,064,892 |
Liabilities | ||
Mortgage notes | 123,325 | 124,022 |
Revolving credit facility | 26,000 | 68,000 |
Term loan | 200,000 | 200,000 |
Senior unsecured notes | 699,298 | 699,272 |
Accounts payable and accrued liabilities | 23,720 | 31,775 |
Total liabilities | 1,072,343 | 1,123,069 |
Commitments and contingencies | ||
Equity | ||
Preferred stock, $.01 par value; 10,000,000 shares authorized, 5,750,000 shares issued and outstanding as of March 31, 2015 and December 31, 2014 | 58 | 58 |
Common stock, $.01 par value; 125,000,000 shares authorized, 59,234,056 and 59,047,001 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively | 592 | 590 |
Additional paid-in capital | 1,051,813 | 1,053,601 |
Cumulative distributions in excess of net income | -117,168 | -110,841 |
Accumulated other comprehensive loss | -3,087 | -1,542 |
Total Sabra Health Care REIT, Inc. stockholders’ equity | 932,208 | 941,866 |
Noncontrolling interests | -54 | -43 |
Total equity | 932,154 | 941,823 |
Total liabilities and equity | $2,004,497 | $2,064,892 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Assets | ||
Accumulated depreciation | $199,767 | $185,994 |
Equity | ||
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 5,750,000 | 5,750,000 |
Preferred stock, shares outstanding (in shares) | 5,750,000 | 5,750,000 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 |
Common stock, shares issued (in shares) | 59,234,056 | 59,047,001 |
Common stock, shares outstanding (in shares) | 59,234,056 | 59,047,001 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (Loss) (unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
Rental income | $49,505 | $36,093 |
Interest and other income | 6,067 | 4,757 |
Total revenues | 55,572 | 40,850 |
Expenses: | ||
Depreciation and amortization | 14,150 | 9,350 |
Interest | 13,880 | 11,134 |
General and administrative | 8,003 | 5,853 |
Total expenses | 36,033 | 26,337 |
Other income (expense): | ||
Loss on extinguishment of debt | 0 | -22,134 |
Other (expense) income | -100 | 300 |
Total other expense | -100 | -21,834 |
Net income (loss) | 19,439 | -7,321 |
Net loss attributable to noncontrolling interests | 11 | 18 |
Net income (loss) attributable to Sabra Health Care REIT, Inc. | 19,450 | -7,303 |
Preferred stock dividends | -2,561 | -2,561 |
Net income (loss) attributable to common stockholders | $16,889 | ($9,864) |
Net income (loss) attributable to common stockholders, per: | ||
Basic common share (in dollars per share) | $0.29 | ($0.25) |
Diluted common share (in dollars per share) | $0.28 | ($0.25) |
Weighted-average number of common shares outstanding, basic (in shares) | 59,185,225 | 38,968,403 |
Weighted-average number of common shares outstanding, diluted (in shares) | 59,559,253 | 38,968,403 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $19,439 | ($7,321) |
Other comprehensive loss: | ||
Unrealized loss on cash flow hedge | -1,545 | 0 |
Comprehensive income (loss) | 17,894 | -7,321 |
Comprehensive loss attributable to noncontrolling interest | 11 | 18 |
Comprehensive income (loss) attributable to Sabra Health Care REIT, Inc. | $17,905 | ($7,303) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Equity (unaudited) (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Cumulative Distributions in Excess of Net Income [Member] | Accumulated Other Comprehensive Loss [Member] | Total Stockholders' Equity [Member] | Noncontrolling Interest [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] |
In Thousands, except Share data, unless otherwise specified | Additional Paid-in Capital [Member] | Total Stockholders' Equity [Member] | ||||||||||
Beginning balance at Dec. 31, 2013 | $460,164 | $58 | $388 | $534,639 | ($74,921) | $0 | $460,164 | $0 | ||||
Beginning balance (in shares) at Dec. 31, 2013 | 5,750,000 | 38,788,745 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | -7,321 | -7,303 | -7,303 | -18 | ||||||||
Amortization of stock-based compensation | 2,689 | 2,689 | 2,689 | |||||||||
Common stock issuance, net | -37 | 3 | -40 | -37 | ||||||||
Common stock issuance, net (in shares) | 354,506 | |||||||||||
Preferred dividends | -2,561 | -2,561 | -2,561 | |||||||||
Common dividends | -14,211 | -14,211 | -14,211 | |||||||||
Ending balance at Mar. 31, 2014 | 438,723 | 58 | 391 | 537,288 | -98,996 | 0 | 438,741 | -18 | ||||
Ending balance (in shares) at Mar. 31, 2014 | 5,750,000 | 39,143,251 | ||||||||||
Beginning balance at Dec. 31, 2014 | 941,823 | 58 | 590 | 1,053,601 | -110,841 | -1,542 | 941,866 | -43 | ||||
Beginning balance (in shares) at Dec. 31, 2014 | 5,750,000 | 59,047,001 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | 19,439 | 19,450 | 19,450 | -11 | ||||||||
Other comprehensive loss | -1,545 | -1,545 | -1,545 | |||||||||
Amortization of stock-based compensation | 3,023 | 3,023 | 3,023 | |||||||||
Common stock issuance, net | -4,809 | 2 | -4,811 | -4,809 | ||||||||
Common stock issuance, net (in shares) | 187,055 | |||||||||||
Preferred dividends | -2,561 | -2,561 | -2,561 | |||||||||
Common dividends | -23,216 | -23,216 | -23,216 | |||||||||
Ending balance at Mar. 31, 2015 | $932,154 | $58 | $592 | $1,051,813 | ($117,168) | ($3,087) | $932,208 | ($54) | ||||
Ending balance (in shares) at Mar. 31, 2015 | 5,750,000 | 59,234,056 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statement of Equity (unaudited) (Parenthetical) (USD $) | 0 Months Ended | 3 Months Ended | |
Jan. 12, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | |||
Common dividends (in dollars per share) | $0.39 | $0.39 | $0.36 |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Cash Flows (unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income (loss) | $19,439 | ($7,321) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 14,150 | 9,350 |
Non-cash interest income adjustments | 113 | 70 |
Amortization of deferred financing costs | 1,261 | 945 |
Stock-based compensation expense | 2,918 | 2,513 |
Amortization of premium | 25 | -33 |
Loss on extinguishment of debt | 0 | 1,338 |
Straight-line rental income adjustments | -5,656 | -4,186 |
Provision for doubtful accounts | 1,144 | 0 |
Write-off of straight-line rental income | 0 | 99 |
Change in fair value of contingent consideration | 100 | -300 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | -3,206 | -2,152 |
Accounts payable and accrued liabilities | -4,988 | 2,086 |
Restricted cash | -599 | -1,202 |
Net cash provided by operating activities | 24,701 | 1,207 |
Cash flows from investing activities: | ||
Acquisitions of real estate | 0 | -108,650 |
Origination and fundings of loans receivable | -7,303 | -19,428 |
Preferred equity investments | -311 | -5 |
Additions to real estate | -675 | -56 |
Repayment of loans receivable | 2,052 | 0 |
Net cash used in investing activities | -6,237 | -128,139 |
Cash flows from financing activities: | ||
Proceeds from issuance of senior unsecured notes | 0 | 350,000 |
Principal payments on senior unsecured notes | 0 | -211,250 |
Net (repayments) proceeds from revolving credit facility | -42,000 | 26,500 |
Proceeds from mortgage notes | 0 | 46,103 |
Principal payments on mortgage notes | -697 | -57,325 |
Payments of deferred financing costs | -130 | -9,873 |
Issuance of common stock | -7,587 | -648 |
Dividends paid on common and preferred stock | -25,672 | -16,597 |
Net cash (used in) provided by financing activities | -76,086 | 126,910 |
Net decrease in cash and cash equivalents | -57,622 | -22 |
Cash and cash equivalents, beginning of period | 61,793 | 4,308 |
Cash and cash equivalents, end of period | 4,171 | 4,286 |
Supplemental disclosure of cash flow information: | ||
Interest paid | $16,761 | $7,219 |
BUSINESS
BUSINESS | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | BUSINESS |
Overview | |
Sabra Health Care REIT, Inc. (“Sabra” or the “Company”) was incorporated on May 10, 2010 as a wholly owned subsidiary of Sun Healthcare Group, Inc. (“Sun”) and commenced operations on November 15, 2010 following Sabra's separation from Sun. Sabra elected to be treated as a real estate investment trust (“REIT”) with the filing of its U.S. federal income tax return for the taxable year beginning January 1, 2011. Sabra believes that it has been organized and operated, and it intends to continue to operate, in a manner to qualify as a REIT. Sabra’s primary business consists of acquiring, financing and owning real estate property to be leased to third party tenants in the healthcare sector. Sabra primarily generates revenues by leasing properties to tenants and operators throughout the United States. Sabra owns substantially all of its properties and assets and conducts its operations through Sabra Health Care Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), of which Sabra is the sole general partner and Sabra’s wholly owned subsidiaries are currently the only limited partners, or by subsidiaries of the Operating Partnership. The Company’s investment portfolio is primarily comprised of skilled nursing/transitional care facilities, senior housing facilities, acute care hospitals, investments in loans receivable and preferred equity investments. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Principles of Consolidation and Basis of Presentation | |
The accompanying condensed consolidated financial statements include the accounts of Sabra and its wholly owned subsidiaries as of March 31, 2015 and December 31, 2014 and for the periods ended March 31, 2015 and 2014. All significant intercompany transactions and balances have been eliminated in consolidation. | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the results for such periods. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2014 included in the Company’s 2014 Annual Report on Form 10-K filed with the SEC. | |
GAAP requires the Company to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity's activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. If the Company were determined to be the primary beneficiary of the VIE, the Company would consolidate investments in the VIE. The Company may change its original assessment of a VIE due to events such as modifications of contractual arrangements that affect the characteristics or adequacy of the entity's equity investments at risk and the disposal of all or a portion of an interest held by the primary beneficiary. | |
The Company identifies the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The Company performs this analysis on an ongoing basis. | |
As of March 31, 2015, the Company determined it was the primary beneficiary of one senior housing facility and has consolidated the operations of the facility in the accompanying condensed consolidated financial statements. As of March 31, 2015, the Company determined that operations of the facility were not material to the Company’s results of operations, financial condition or cash flows. | |
As it relates to investments in loans, in addition to the Company's assessment of VIEs and whether the Company is the primary beneficiary of those VIEs, the Company evaluates the loan terms and other pertinent facts to determine if the loan investment should be accounted for as a loan or as a real estate joint venture. If an investment has the characteristics of a real estate joint venture, including if the Company participates in the majority of the borrower's expected residual profit, the Company would account for the investment as an investment in a real estate joint venture and not as a loan investment. Expected residual profit is defined as the amount of profit, whether called interest or another name, such as an equity kicker, above a reasonable amount of interest and fees expected to be earned by a lender. At March 31, 2015, none of the Company's investments in loans are accounted for as real estate joint ventures. | |
As it relates to investments in joint ventures, based on the type of rights held by the limited partner(s), GAAP may preclude consolidation by the sole general partner in certain circumstances in which the general partner would otherwise consolidate the joint venture. The Company assesses limited partners' rights and their impact on the presumption of control of the limited partnership by the sole general partner when an investor becomes the sole general partner, and the Company reassesses if: there is a change to the terms or in the exercisability of the rights of the limited partners; the sole general partner increases or decreases its ownership of limited partnership interests; or there is an increase or decrease in the number of outstanding limited partnership interests. The Company also applies this guidance to managing member interests in limited liability companies. | |
Use of Estimates | |
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. | |
Reclassifications | |
Certain amounts in the Company’s condensed consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. As a result, certain reclassifications were made to the condensed consolidated statements of cash flows for all periods presented. | |
Recently Issued Accounting Standards Update | |
In January 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-01, Income Statement–Extraordinary and Unusual (“ASU 2015-01”). ASU 2015-01 simplifies income statement presentation by eliminating the concept of extraordinary items. An entity will no longer be allowed to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is unusual in nature and occurs infrequently. ASU 2015-01 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted, and may be applied either prospectively or retrospectively. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. | |
In February 2015, the FASB issued ASU 2015-02, Consolidation–Amendments to the Consolidation Analysis (Topic 810) (“ASU 2015-02”). ASU 2015-02 updates guidance related to accounting for consolidation of certain limited partnerships. ASU 2015-02 does not add or remove any of the five characteristics that determine if an entity is a VIE; however, it changes the manner in which a reporting entity assesses its ability to make decisions about the entity's activities. Additionally, ASU 2015-02 removes three of the six criteria that must be met for a fee arrangement to not be a VIE and modifies how an entity assesses interests held through related parties. ASU 2015-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted. | |
In April 2015, the FASB issued ASU 2015-03, Interest–Imputation of Interest-Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30) (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of this guidance is permitted for financial statements that have not been previously issued, and an entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. |
REAL_ESTATE_PROPERTIES_HELD_FO
REAL ESTATE PROPERTIES HELD FOR INVESTMENT | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Real Estate Investments, Net [Abstract] | |||||||||||||||||||
REAL ESTATE PROPERTIES HELD FOR INVESTMENT | REAL ESTATE PROPERTIES HELD FOR INVESTMENT | ||||||||||||||||||
The Company’s real estate properties held for investment consisted of the following (dollars in thousands): | |||||||||||||||||||
As of March 31, 2015 (1) | |||||||||||||||||||
Property Type | Number of | Number of | Total | Accumulated | Total | ||||||||||||||
Properties | Beds/Units | Real Estate | Depreciation | Real Estate | |||||||||||||||
at Cost | Investments, Net | ||||||||||||||||||
Skilled Nursing/Transitional Care | 104 | 11,396 | $ | 855,049 | $ | (159,647 | ) | $ | 695,402 | ||||||||||
Senior Housing | 54 | 5,198 | 801,350 | (27,127 | ) | 774,223 | |||||||||||||
Acute Care Hospitals | 2 | 124 | 175,807 | (12,775 | ) | 163,032 | |||||||||||||
160 | 16,718 | 1,832,206 | (199,549 | ) | 1,632,657 | ||||||||||||||
Corporate Level | 268 | (218 | ) | 50 | |||||||||||||||
$ | 1,832,474 | $ | (199,767 | ) | $ | 1,632,707 | |||||||||||||
(1) During the three months ended March 31, 2015, Genesis converted one senior housing facility in Kentucky into a skilled nursing/transitional care facility. | |||||||||||||||||||
As of December 31, 2014 | |||||||||||||||||||
Property Type | Number of | Number of | Total | Accumulated | Total | ||||||||||||||
Properties | Beds/Units | Real Estate | Depreciation | Real Estate | |||||||||||||||
at Cost | Investments, Net | ||||||||||||||||||
Skilled Nursing/Transitional Care | 103 | 11,336 | $ | 851,252 | $ | (151,978 | ) | $ | 699,274 | ||||||||||
Senior Housing | 55 | 5,258 | 804,475 | (22,487 | ) | 781,988 | |||||||||||||
Acute Care Hospitals | 2 | 124 | 175,807 | (11,324 | ) | 164,483 | |||||||||||||
160 | 16,718 | 1,831,534 | (185,789 | ) | 1,645,745 | ||||||||||||||
Corporate Level | 265 | (205 | ) | 60 | |||||||||||||||
$ | 1,831,799 | $ | (185,994 | ) | $ | 1,645,805 | |||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||
Building and improvements | $ | 1,552,220 | $ | 1,551,548 | |||||||||||||||
Furniture and equipment | 82,815 | 82,812 | |||||||||||||||||
Land improvements | 3,646 | 3,646 | |||||||||||||||||
Land | 193,793 | 193,793 | |||||||||||||||||
1,832,474 | 1,831,799 | ||||||||||||||||||
Accumulated depreciation | (199,767 | ) | (185,994 | ) | |||||||||||||||
$ | 1,632,707 | $ | 1,645,805 | ||||||||||||||||
Contingent Consideration Liability | |||||||||||||||||||
On February 14, 2014, the Company acquired four skilled nursing facilities and two senior housing facilities for $90.0 million. The Company may pay an earn-out based on incremental portfolio value created through the improvement of current operations as well as through expansion and conversion projects associated with these facilities. The earn-out amount will be determined based on portfolio performance following the third anniversary of the Company's entry into the master lease. To determine the value of the contingent consideration, the Company used significant inputs not observable in the market to estimate the earn-out, made assumptions regarding the probability of the portfolio achieving the incremental value and then applied an appropriate discount rate. The Company estimated a contingent consideration liability of $3.2 million at the time of purchase. As of March 31, 2015, based on the potential future performance of the facilities, the contingent consideration liability is estimated at $4.0 million and is included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheet. During the three months ended March 31, 2015, the Company recorded an adjustment to increase the contingent consideration liability by $0.1 million and included this amount in other income (expense) on the accompanying condensed consolidated statements of income. | |||||||||||||||||||
On October 22, 2013, the Company purchased one acute care hospital for $119.8 million, of which approximately $10.5 million was to be held in escrow for up to 20 months. The amount ultimately released from escrow is contingent on the tenant achieving certain performance hurdles. The seller will be paid a fee of $0.5 million per annum during the escrow period. As of October 22, 2013, the amount the Company expected to release from escrow was valued at $7.3 million and is treated as contingent consideration. During the second quarter of 2014, $5.3 million was released from escrow to the seller as a result of the facility achieving certain of its performance hurdles. The remaining $5.2 million remains in escrow with its release contingent on the facility meeting additional performance hurdles and is included in prepaid expenses, deferred financing costs and other assets in the accompanying condensed consolidated balance sheets. During three months ended March 31, 2015, no adjustment was made to the contingent consideration liability. As of March 31, 2015, based on the operating performance of the facility, the contingent consideration liability is estimated at zero. | |||||||||||||||||||
Operating Leases | |||||||||||||||||||
As of March 31, 2015, all of the Company’s real estate properties were leased under triple-net operating leases with expirations ranging from two to 18 years. As of March 31, 2015, the leases had a weighted-average remaining term of 10 years. The leases include provisions to extend the lease terms and other negotiated terms and conditions. The Company, through its subsidiaries, retains substantially all of the risks and benefits of ownership of the real estate assets leased to the tenants. In addition, the Company may receive additional security under these operating leases in the form of letters of credit and security deposits from the lessee or guarantees from the parent of the lessee. Security deposits received in cash related to tenant leases are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets and totaled $0.4 million as of March 31, 2015 and December 31, 2014. As of March 31, 2015, 81 of the Company's 160 real estate properties held for investment were leased to subsidiaries of Genesis. | |||||||||||||||||||
The Company monitors the creditworthiness of its tenants by reviewing credit ratings (if available) and evaluating the ability of the tenants to meet their lease obligations to the Company based on the tenants’ financial performance, including the evaluation of any parent guarantees (or the guarantees of other related parties) of tenant lease obligations. Because formal credit ratings may not be available for most of the Company’s tenants, the primary basis for the Company’s evaluation of the credit quality of its tenants (and more specifically the tenants’ ability to pay their rent obligations to the Company) is the tenants’ lease coverage ratios. These coverage ratios include earnings before interest, taxes, depreciation, amortization and rent (“EBITDAR”) to rent coverage and earnings before interest, taxes, depreciation, amortization, rent and management fees (“EBITDARM”) to rent coverage at the facility level and consolidated EBITDAR to total fixed charge coverage at the parent guarantor level when such a guarantee exists. The Company obtains various financial and operational information from its tenants each month and reviews this information in conjunction with the above-described coverage metrics to determine trends and the operational and financial impact of the environment in the industry (including the impact of government reimbursement) and the management of the tenant’s operations. These metrics help the Company identify potential areas of concern relative to its tenants’ credit quality and ultimately the tenants’ ability to generate sufficient liquidity to meet its obligations, including its obligation to continue to pay the rent due to the Company. | |||||||||||||||||||
As of March 31, 2015, the future minimum rental payments from the Company’s properties under non-cancelable operating leases was as follows (in thousands): | |||||||||||||||||||
April 1, 2015 through December 31, 2015 | $ | 131,801 | |||||||||||||||||
2016 | 180,904 | ||||||||||||||||||
2017 | 185,745 | ||||||||||||||||||
2018 | 190,603 | ||||||||||||||||||
2019 | 196,153 | ||||||||||||||||||
Thereafter | 1,237,606 | ||||||||||||||||||
$ | 2,122,812 | ||||||||||||||||||
LOANS_RECEIVABLE_AND_OTHER_INV
LOANS RECEIVABLE AND OTHER INVESTMENTS | 3 Months Ended | |||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||
Loans Receivable and Other Investments [Abstract] | ||||||||||||||||||||||||||
LOANS RECEIVABLE AND OTHER INVESTMENTS | LOANS RECEIVABLE AND OTHER INVESTMENTS | |||||||||||||||||||||||||
As of March 31, 2015 and December 31, 2014, the Company’s loans receivable and other investments consisted of the following (dollars in thousands): | ||||||||||||||||||||||||||
Investment | Quantity | Facility Type | Principal Balance as of March 31, 2015 | Book Value as of | Book Value as of | Weighted Average Contractual Interest Rate / Rate of Return | Weighted Average Annualized Effective Interest Rate / Rate of Return | Maturity Date | ||||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||||||||||||
Loans Receivable: | ||||||||||||||||||||||||||
Mortgage | 5 | Skilled Nursing / Senior Housing / Acute Care Hospital | $ | 148,937 | $ | 149,295 | $ | 144,383 | 8.3 | % | 8.2 | % | 10/13/15 - 1/31/18 | |||||||||||||
Construction | 3 | Acute Care Hospital / Senior Housing | 68,298 | 68,561 | 65,525 | 7.6 | % | 7.5 | % | 9/30/16 - 10/31/18 | ||||||||||||||||
Mezzanine | 2 | Skilled Nursing / Senior Housing | 19,819 | 19,879 | 21,491 | 11.3 | % | 11.1 | % | 6/27/15 - 8/31/17 | ||||||||||||||||
Pre-development | 4 | Senior Housing | 3,309 | 3,397 | 3,777 | 9 | % | 8 | % | 8/16/15 - 9/09/17 | ||||||||||||||||
14 | 240,363 | 241,132 | 235,176 | 8.4 | % | 8.2 | % | |||||||||||||||||||
Other Investments: | ||||||||||||||||||||||||||
Preferred Equity | 6 | Skilled Nursing / Senior Housing | 16,919 | 17,214 | 16,407 | 12.5 | % | 12.5 | % | N/A | ||||||||||||||||
Total | 20 | $ | 257,282 | $ | 258,346 | $ | 251,583 | 8.7 | % | 8.5 | % | |||||||||||||||
DEBT
DEBT | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
DEBT | DEBT | ||||||||||||||||
Mortgage Indebtedness | |||||||||||||||||
The Company’s mortgage notes payable consist of the following (dollars in thousands): | |||||||||||||||||
Interest Rate Type | Book Value as of | Book Value as of | Weighted Average | Maturity | |||||||||||||
31-Mar-15 | December 31, 2014 | Effective Interest Rate at | Date | ||||||||||||||
March 31, 2015 (1) | |||||||||||||||||
Fixed Rate | $ | 123,325 | $ | 124,022 | 3.77 | % | May 2031 - August 2051 | ||||||||||
(1) Weighted average effective rate includes private mortgage insurance. | |||||||||||||||||
Mortgage Debt Modification. In March 2015, the Company modified six existing mortgage notes insured by the United States Department of Housing and Urban Development (“HUD”) totaling $59.2 million. The Company maintained the original maturity dates and reduced the weighted average interest rate from 4.39% to 3.98% per annum. | |||||||||||||||||
Mortgage Debt Refinancing. On January 21, 2014, the Company refinanced $44.8 million of existing variable rate mortgage indebtedness due August 2015 with mortgages guaranteed by HUD at an interest rate of 4.25% with maturities between 2039 and 2044. In connection with these refinancings, the Company wrote off $0.5 million in unamortized deferred financing costs during the three months ended March 31, 2014 and included this amount in loss on extinguishment of debt on the accompanying condensed consolidated statements of income (loss). | |||||||||||||||||
Senior Unsecured Notes | |||||||||||||||||
2021 Notes and 2023 Notes | |||||||||||||||||
The Company’s senior unsecured notes consist of the following (dollars in thousands): | |||||||||||||||||
Principal Balance as of | |||||||||||||||||
Title | Maturity Date | March 31, 2015 (1) | December 31, 2014 (1) | ||||||||||||||
5.5% senior unsecured notes due 2021 (“2021 Notes”) | 1-Feb-21 | $ | 500,000 | $ | 500,000 | ||||||||||||
5.375% senior unsecured notes due 2023 (“2023 Notes”) | 1-Jun-23 | 200,000 | 200,000 | ||||||||||||||
$ | 700,000 | $ | 700,000 | ||||||||||||||
(1) Outstanding principal balance for Senior Notes does not include discount of $0.7 million as of March 31, 2015 and December 31, 2014. | |||||||||||||||||
The 2021 Notes and the 2023 Notes (collectively, the “Senior Notes”) were issued by the Operating Partnership and Sabra Capital Corporation, wholly owned subsidiaries of the Company (the “Issuers”). The 2021 Notes accrue interest at a rate of 5.5% per annum payable semiannually on February 1 and August 1 of each year and the 2023 Notes accrue interest at a rate of 5.375% per annum payable semiannually on June 1 and December 1 of each year. | |||||||||||||||||
The obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by Sabra and certain of Sabra’s other existing and, subject to certain exceptions, future material subsidiaries; provided, however, that such guarantees are subject to release under certain customary circumstances. See Note 10, “Summarized Condensed Consolidating Information” for additional information concerning the circumstances pursuant to which the guarantors will be automatically and unconditionally released from their obligations under the guarantees. | |||||||||||||||||
The indentures governing the Senior Notes (the “Senior Notes Indentures”) include customary events of default and require us to comply with specified restrictive covenants. As of March 31, 2015, the Company was in compliance with all applicable covenants under the Senior Notes Indentures. | |||||||||||||||||
2018 Notes | |||||||||||||||||
On January 8, 2014, the Company commenced a cash tender offer with respect to the remaining $211.3 million aggregate principal amount of 8.125% senior unsecured notes due 2018 (the “2018 Notes”) then outstanding that were originally issued by the Issuers in October 2010 and July 2012. Pursuant to the tender offer, the Company retired $210.9 million of the 2018 Notes at a premium of 109.837%, plus accrued and unpaid interest, on January 23, 2014. Pursuant to the terms of the indenture governing the 2018 Notes, the remaining $0.4 million of the 2018 Notes were called and were retired on February 11, 2014 at a redemption price of 109.485% plus accrued and unpaid interest. The tender offer and redemption resulted in $21.6 million of tender offer and redemption related costs and write-offs for the three months ended March 31, 2014, including $20.8 million in payments made to noteholders for early redemption and $0.8 million of write-offs associated with unamortized deferred financing and premium costs. These amounts are included in loss on extinguishment of debt on the accompanying condensed consolidated statements of income (loss) for the three months ended March 31, 2014. | |||||||||||||||||
Revolving Credit Facility | |||||||||||||||||
The Operating Partnership has entered into an unsecured revolving credit facility (the “Revolving Credit Facility”) that provides for a borrowing capacity of $650.0 million and an accordion feature allowing for an additional $100.0 million of capacity, subject to terms and conditions. On October 10, 2014, the Operating Partnership converted $200.0 million of the outstanding borrowings under the Revolving Credit Facility to a term loan. Concurrent with the term loan conversion, the Company entered into a five-year interest rate cap contract that caps LIBOR at 2.0%. | |||||||||||||||||
The Revolving Credit Facility, including amounts that are converted into a term loan, has a maturity date of September 10, 2018, and includes a one year extension option. In addition to the $200.0 million term loan, as of March 31, 2015, there was $26.0 million outstanding under the Revolving Credit Facility and $424.0 million available for borrowing. | |||||||||||||||||
Borrowings under the Revolving Credit Facility bear interest on the outstanding principal amount at a rate equal to an applicable percentage plus, at the Operating Partnership's option, either (a) LIBOR or (b) the Base Rate, with such percentage varying based on the Consolidated Leverage Ratio, each term as defined in the credit agreement for the Revolving Credit Facility. As of March 31, 2015, the interest rate on the Revolving Credit Facility was 2.28%. In addition, the Operating Partnership pays a fee to the lenders equal to 0.25% or 0.35% per annum based on the amount of unused borrowings under the Revolving Credit Facility. During the three months ended March 31, 2015, the Company incurred $0.2 million in interest expense on amounts outstanding under the Revolving Credit Facility and $0.4 million of unused facility fees. | |||||||||||||||||
The obligations of the Operating Partnership under the Revolving Credit Facility are guaranteed by Sabra and certain subsidiaries of Sabra. The Revolving Credit Facility contains customary restrictive covenants as well as customary events of default. The Revolving Credit Facility also requires Sabra, through the Operating Partnership, to comply with specified financial covenants, which include a maximum leverage ratio, a minimum fixed charge coverage ratio and a minimum tangible net worth requirement. As of March 31, 2015, the Company was in compliance with all applicable financial covenants under the Revolving Credit Facility. | |||||||||||||||||
Interest Expense | |||||||||||||||||
During the three months ended March 31, 2015 and 2014, the Company incurred interest expense of $13.9 million and $11.1 million, respectively. Included in interest expense for the three months ended March 31, 2015 and 2014 was $1.3 million and $0.9 million, respectively, of deferred financing costs amortization. As of March 31, 2015 and December 31, 2014, the Company had $9.0 million and $13.2 million, respectively, of accrued interest included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets. | |||||||||||||||||
Maturities | |||||||||||||||||
The following is a schedule of maturities for the Company’s outstanding debt as of March 31, 2015 (in thousands): | |||||||||||||||||
Mortgage | Senior Notes (1) | Revolving Credit Facility and Term Loan (2) | Total | ||||||||||||||
Indebtedness | |||||||||||||||||
April 1, 2015 through December 31, 2015 | $ | 2,102 | $ | — | $ | — | $ | 2,102 | |||||||||
2016 | 2,987 | — | — | 2,987 | |||||||||||||
2017 | 3,083 | — | — | 3,083 | |||||||||||||
2018 | 3,182 | — | 226,000 | 229,182 | |||||||||||||
2019 | 3,284 | — | — | 3,284 | |||||||||||||
Thereafter | 108,687 | 700,000 | — | 808,687 | |||||||||||||
$ | 123,325 | $ | 700,000 | $ | 226,000 | $ | 1,049,325 | ||||||||||
(1) Outstanding principal balance for Senior Notes does not include discount of $0.7 million as of March 31, 2015. | |||||||||||||||||
(2) Subject to a one-year extension option. |
DERIVATIVE_INSTRUMENTS
DERIVATIVE INSTRUMENTS | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS | ||||||||||||||
The Company purchased an interest rate cap for $6.2 million, which was effective October 10, 2014, to hedge the future payments on the first $200.0 million of variable rate borrowings for a period of time from October 10, 2014 through September 10, 2019. The primary goal of the Company’s risk management practices related to interest rate risk is to prevent changes in interest rates from adversely impacting the Company’s ability to achieve its earnings objectives. The Company does not enter into derivatives for speculative purposes. | |||||||||||||||
At inception, the interest rate cap was deemed to be highly effective in achieving offsetting cash flows attributable to the variability in the interest rate during the term of the hedge. As of March 31, 2015, the Company had over $200.0 million of variable rate borrowings and the interest rate cap was deemed to be highly effective. During the three months ended March 31, 2015, the Company recorded a $1.5 million fair value adjustment related to the interest rate cap and included this amount in unrealized loss on cash flow hedge on the accompanying condensed consolidated statements of comprehensive income (loss). As of March 31, 2015, the fair value of the interest rate cap was $3.1 million and this amount is included in prepaid expenses, deferred financing costs and other assets on the accompanying condensed consolidated balance sheets. Approximately $70,000 of losses, which are included in accumulated other comprehensive loss, are expected to be reclassified into earnings in the next 12 months. | |||||||||||||||
The following table illustrates the effect on the fair value of the interest rate cap as a result of movements in the interest rate market (dollars in thousands): | |||||||||||||||
Effects of Change in Interest Rates | |||||||||||||||
+50 Basis Points | -50 Basis Points | +100 Basis Points | -100 Basis Points | ||||||||||||
$ | 1,947 | $ | (1,511 | ) | $ | 4,284 | $ | (2,522 | ) | ||||||
FAIR_VALUE_DISCLOSURES
FAIR VALUE DISCLOSURES | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES | |||||||||||||||||||||||
The fair value for certain financial instruments is derived using a combination of market quotes, pricing models and other valuation techniques that involve significant management judgment. The price transparency of financial instruments is a key determinant of the degree of judgment involved in determining the fair value of the Company’s financial instruments. | ||||||||||||||||||||||||
Financial instruments for which actively quoted prices or pricing parameters are available and whose markets contain orderly transactions will generally have a higher degree of price transparency than financial instruments whose markets are inactive or consist of non-orderly trades. The Company evaluates several factors when determining if a market is inactive or when market transactions are not orderly. The carrying values of cash and cash equivalents, restricted cash, accounts payable, accrued liabilities, the Revolving Credit Facility and term loan are reasonable estimates of fair value because of the short-term maturities of these instruments. Fair values for other financial instruments are derived as follows: | ||||||||||||||||||||||||
Loans receivable: These instruments are presented in the accompanying condensed consolidated balance sheets at their amortized cost and not at fair value. The fair value of the loans receivable were estimated using an internal valuation model that considered the expected cash flows for the loans receivable, the underlying collateral value and other credit enhancements. | ||||||||||||||||||||||||
Preferred equity investments: These instruments are presented in the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair value of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows for the preferred equity investment, the underlying collateral value and other credit enhancements. | ||||||||||||||||||||||||
Derivative instruments: The Company’s derivative instruments are presented at fair value on the accompanying condensed consolidated balance sheets. The Company estimates the fair value of derivative instruments, including the interest rate cap, using the assistance of a third party using inputs that are observable in the market, which includes forward yield curves and other relevant information. As such, the Company classifies these inputs as Level 2 inputs. | ||||||||||||||||||||||||
Senior Notes: These instruments are presented in the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair values of the Senior Notes were determined using third-party market quotes derived from orderly trades. | ||||||||||||||||||||||||
Mortgage indebtedness: These instruments are presented in the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair values of the Company’s mortgage notes payable were estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. | ||||||||||||||||||||||||
The following are the face values, carrying amounts and fair values of the Company’s financial instruments as of March 31, 2015 and December 31, 2014 whose carrying amounts do not approximate their fair value (in thousands): | ||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||||||
Face | Carrying | Fair | Face | Carrying | Fair | |||||||||||||||||||
Value (1) | Amount (2) | Value | Value (1) | Amount (2) | Value | |||||||||||||||||||
Financial assets: | ||||||||||||||||||||||||
Loans receivable | $ | 240,363 | $ | 241,132 | $ | 241,860 | $ | 234,359 | $ | 235,176 | $ | 234,227 | ||||||||||||
Preferred equity investments | 16,919 | 17,214 | 17,638 | 16,125 | 16,407 | 17,115 | ||||||||||||||||||
Financial liabilities: | ||||||||||||||||||||||||
Senior Notes | 700,000 | 699,298 | 744,500 | 700,000 | 699,272 | 723,625 | ||||||||||||||||||
Mortgage indebtedness | 123,325 | 123,325 | 118,471 | 124,022 | 124,022 | 122,131 | ||||||||||||||||||
(1) Face value represents amounts contractually due under the terms of the respective agreements. | ||||||||||||||||||||||||
(2) Carrying amounts represent the book value of financial instruments and include unamortized premiums (discounts). | ||||||||||||||||||||||||
The Company determined the fair value of financial instruments as of March 31, 2015 whose carrying amounts do not approximate their fair value with valuation methods utilizing the following types of inputs (in thousands): | ||||||||||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||
Financial assets: | ||||||||||||||||||||||||
Loans receivable | $ | 241,860 | $ | — | $ | — | $ | 241,860 | ||||||||||||||||
Preferred equity investments | 17,638 | — | — | 17,638 | ||||||||||||||||||||
Financial liabilities: | ||||||||||||||||||||||||
Senior Notes | 744,500 | — | 744,500 | — | ||||||||||||||||||||
Mortgage indebtedness | 118,471 | — | — | 118,471 | ||||||||||||||||||||
Disclosure of the fair value of financial instruments is based on pertinent information available to the Company at the applicable dates and requires a significant amount of judgment. Despite increased capital market and credit market activity, transaction volume for certain financial instruments remains relatively low. This has made the estimation of fair values difficult and, therefore, both the actual results and the Company’s estimate of fair value at a future date could be materially different. | ||||||||||||||||||||||||
During the three months ended March 31, 2015, the Company recorded the following amounts measured at fair value (in thousands): | ||||||||||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||
Recurring Basis: | ||||||||||||||||||||||||
Interest rate cap | $ | 3,073 | $ | — | $ | 3,073 | $ | — | ||||||||||||||||
Contingent consideration liability | 4,000 | — | — | 4,000 | ||||||||||||||||||||
The Company’s contingent consideration liability is the result of two acquisitions of real estate (see Note 3, “Real Estate Properties Held for Investment”). In order to determine the fair value of the Company’s contingent consideration liability, the Company used significant inputs not observable in the market to estimate the liability. In addition to using an appropriate discount rate, the Company used projections provided by the facilities to estimate future earnings at the facilities, then developed probability-weighted scenarios of the potential future performance of the tenant and the resulting payout from these scenarios. As of March 31, 2015, the total contingent consideration liability was valued at $4.0 million. The following reconciliation provides the details of activity during the three months ended March 31, 2015 for contingent consideration liability recorded at fair value using Level 3 inputs: | ||||||||||||||||||||||||
Balance as of December 31, 2014 | $ | 3,900 | ||||||||||||||||||||||
Increase in contingent liability | 100 | |||||||||||||||||||||||
Balance as of March 31, 2015 | $ | 4,000 | ||||||||||||||||||||||
A corresponding amount equal to the increase in contingent liability was included as other expense on the accompanying condensed consolidated statements of income (loss) for the three months ended March 31, 2015. |
EQUITY
EQUITY | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity [Abstract] | |||||||||
EQUITY | EQUITY | ||||||||
Preferred Stock | |||||||||
On March 21, 2013, the Company completed an underwritten public offering of 5.8 million shares of 7.125% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock") at a price of $25.00 per share, pursuant to an effective registration statement. The Company received net proceeds of $138.3 million from the offering, after deducting underwriting discounts and other offering expenses. The Company classified the par value as preferred equity on its condensed consolidated balance sheets with the balance of the liquidation preference, net of any issuance costs, recorded as an increase in paid-in capital. | |||||||||
The holders of the Company’s Series A Preferred Stock rank senior to the Company’s common stock with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding up of its affairs. At March 31, 2015, there were no dividends in arrears. | |||||||||
The Series A Preferred Stock does not have a stated maturity date, but the Company may redeem the Series A Preferred Stock on or after March 21, 2018, for $25.00 per share, plus any accrued and unpaid dividends. The Company may redeem the Series A Preferred Stock prior to March 21, 2018, in limited circumstances to preserve its status as a REIT or pursuant to a specified change of control. Upon the occurrence of a specified change of control, each holder of Series A Preferred Stock will have the right to convert some or all of the shares of Series A Preferred Stock held by such holder into a number of shares of the Company’s common stock equivalent to $25.00 plus accrued and unpaid dividends, but not to exceed a cap of 1.7864 shares of common stock per share of Series A Preferred Stock (subject to certain adjustments). | |||||||||
Common Stock | |||||||||
The following table lists the cash dividends on common stock declared and paid by the Company during the three months ended March 31, 2015: | |||||||||
Declaration Date | Record Date | Amount Per Share | Dividend Payable Date | ||||||
12-Jan-15 | 13-Feb-15 | $ | 0.39 | 27-Feb-15 | |||||
On May 12, 2014, the Company completed an underwritten public offering of 8.1 million newly issued shares of its common stock pursuant to an effective registration statement. The Company received net proceeds, before expenses, of $219.1 million from the offering, after giving effect to the issuance and sale of all 8.1 million shares of common stock (which included 1.1 million shares sold to the underwriters upon exercise of their option to purchase additional shares), at a price to the public of $28.35 per share. A portion of these proceeds was used to repay borrowings outstanding under the Company's prior Revolving Credit Facility. | |||||||||
On October 3, 2014, the Company completed an underwritten public offering of 6.9 million newly issued shares of its common stock pursuant to an effective registration statement. The Company received net proceeds, before expenses, of $160.6 million from the offering, after giving effect to the issuance and sale of all 6.9 million shares of common stock (which included 0.9 million shares sold to the underwriters upon exercise of their option to purchase additional shares), at a price to the public of $24.25 per share. These proceeds were used to repay borrowings outstanding under the Revolving Credit Facility. | |||||||||
During the three months ended March 31, 2015, the Company issued 0.2 million shares of common stock as a result of restricted stock unit vestings and in connection with amounts payable under the Company's 2014 Bonus Plan pursuant to an election by certain participants to receive their bonus payment in shares of the Company's common stock. | |||||||||
Upon any payment of shares as a result of restricted stock unit vestings, the participant is required to satisfy the related tax withholding obligation. The 2009 Performance Incentive Plan provides that the Company has the right at its option to (a) require the participant to pay such tax withholding or (b) reduce the number of shares to be delivered by a number of shares necessary to satisfy the related minimum applicable statutory tax withholding obligation. During the three months ended March 31, 2015, pursuant to advance elections made by certain participants, the Company incurred $4.7 million in tax withholding obligations on behalf of its employees that were satisfied through a reduction in the number of shares delivered to those participants. | |||||||||
At-The-Market Common Stock Offering Program (“ATM Program”) | |||||||||
On December 1, 2014, the Company entered into a sales agreement (the “2014 Sales Agreements”) with each of Barclays Capital Inc., Cantor Fitzgerald & Co., Credit Agricole Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, MLV & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, Stifel, Nicolaus & Company, Incorporated, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC (individually, a “Sales Agent” and together, the “Sales Agents”) to sell shares of its common stock, $0.01 par value per share, having aggregate gross proceeds of up to $200.0 million from time to time through the Sales Agents (the “2014 ATM Program”). | |||||||||
Pursuant to the terms of the 2014 Sales Agreements, the shares may be sold by any method permitted by law deemed to be an “at-the-market” offering, including without limitation sales made directly on the NASDAQ Global Select Market, on any other existing trading market for our common stock or to or through a market maker. In addition, with the Company's prior consent, the Sales Agents may also sell shares in privately negotiated transactions. The Company will pay each Sales Agent a commission equal to 2% of the gross proceeds from the sales of shares sold pursuant to the applicable 2014 Sales Agreement. The offering of shares pursuant to any 2014 Sales Agreement will terminate upon the earlier of (i) the sale of the maximum aggregate amount of shares subject to the 2014 Sales Agreements, or (ii) termination of such 2014 Sales Agreement as permitted therein. The Company is not obligated to sell and the Sales Agents are not obligated to buy or sell any shares under the 2014 Sales Agreements. | |||||||||
The Company sold no shares under the 2014 ATM Program during the three months ended March 31, 2015. As of March 31, 2015, the Company had $76.5 million available under the 2014 ATM Program. |
EARNINGS_PER_COMMON_SHARE
EARNINGS PER COMMON SHARE | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
EARNINGS PER COMMON SHARE | EARNINGS PER COMMON SHARE | ||||||||
The following table illustrates the computation of basic and diluted earnings per share for the three months ended March 31, 2015 and 2014 (in thousands, except share and per share amounts): | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator | |||||||||
Net income (loss) attributable to common stockholders | $ | 16,889 | $ | (9,864 | ) | ||||
Denominator | |||||||||
Basic weighted average common shares and common equivalents | 59,185,225 | 38,968,403 | |||||||
Dilutive restricted stock units | 374,028 | — | |||||||
Diluted weighted average common shares | 59,559,253 | 38,968,403 | |||||||
Net income (loss) attributable to common stockholders, per: | |||||||||
Basic common share | $ | 0.29 | $ | (0.25 | ) | ||||
Diluted common share | $ | 0.28 | $ | (0.25 | ) | ||||
Certain restricted stock units are considered participating securities because dividend payments are not forfeited even if the underlying award does not vest. Accordingly, the Company uses the two-class method when computing basic and diluted earnings per share. During the three months ended March 31, 2015 and 2014, 300 and 38,000 restricted stock units, respectively, were not included because they were anti-dilutive. No stock options were considered anti-dilutive during the three months ended March 31, 2014. No stock options were outstanding during the three months ended March 31, 2015. |
SUMMARIZED_CONDENSED_CONSOLIDA
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION [Abstract] | ||||||||||||||||||||||||
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION | SUMMARIZED CONDENSED CONSOLIDATING INFORMATION | |||||||||||||||||||||||
In connection with the offerings of the Senior Notes by the Issuers, the Company and certain 100% owned subsidiaries of the Company (the “Guarantors”) have, jointly and severally, fully and unconditionally guaranteed the Senior Notes, subject to release under certain customary circumstances as described below. These guarantees are subordinated to all existing and future senior debt and senior guarantees of the Guarantors and are unsecured. The Company conducts all of its business through and derives virtually all of its income from its subsidiaries. Therefore, the Company’s ability to make required payments with respect to its indebtedness (including the Senior Notes) and other obligations depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries. | ||||||||||||||||||||||||
A Guarantor will be automatically and unconditionally released from its obligations under the guarantees with respect to the Senior Notes in the event of: | ||||||||||||||||||||||||
• | Any sale of the subsidiary Guarantor or of all or substantially all of its assets; | |||||||||||||||||||||||
• | A merger or consolidation of a subsidiary Guarantor with an issuer of the Senior Notes or another Guarantor, provided that the surviving entity remains a Guarantor; | |||||||||||||||||||||||
• | A subsidiary Guarantor is declared “unrestricted” for covenant purposes under the Senior Notes Indentures; | |||||||||||||||||||||||
• | The requirements for legal defeasance or covenant defeasance or to discharge the Senior Notes Indentures have been satisfied; | |||||||||||||||||||||||
• | A liquidation or dissolution, to the extent permitted under the Senior Notes Indentures, of a subsidiary Guarantor; and | |||||||||||||||||||||||
• | The release or discharge of the guaranty that resulted in the creation of the subsidiary guaranty, except a discharge or release by or as a result of payment under such guaranty. | |||||||||||||||||||||||
The Guarantors were also subject to the guarantees described above while the 2018 Notes were outstanding, but such guarantees were released following the redemption of all of the remaining 2018 Notes in the three months ended March 31, 2014. As of March 31, 2015, no 2018 Notes were outstanding. | ||||||||||||||||||||||||
Pursuant to Rule 3-10 of Regulation S-X, the following summarized condensed consolidating information is provided for the Company (the “Parent Company”), the Issuers, the Guarantors, and the Company’s non-Guarantor subsidiaries with respect to the Senior Notes. This summarized financial information has been prepared from the books and records maintained by the Company, the Issuers, the Guarantors and the non-Guarantor subsidiaries. The summarized financial information may not necessarily be indicative of the results of operations or financial position had the Issuers, the Guarantors or non-Guarantor subsidiaries operated as independent entities. Sabra’s investments in its consolidated subsidiaries are presented based upon Sabra's proportionate share of each subsidiary's net assets. The Guarantor subsidiaries’ investments in the non-Guarantor subsidiaries and non-Guarantor subsidiaries’ investments in Guarantor subsidiaries are presented under the equity method of accounting. Intercompany activities between subsidiaries and the Parent Company are presented within operating activities on the condensed consolidating statement of cash flows. | ||||||||||||||||||||||||
Condensed consolidating financial statements for the Company and its subsidiaries, including the Parent Company only, the Issuers, the combined Guarantor subsidiaries and the combined non-Guarantor subsidiaries, are as follows: | ||||||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||||||||||||||||
March 31, 2015 | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Parent | Issuers | Combined | Combined Non- | Elimination | Consolidated | |||||||||||||||||||
Company | Guarantor | Guarantor | ||||||||||||||||||||||
Subsidiaries | Subsidiaries | |||||||||||||||||||||||
Assets | ||||||||||||||||||||||||
Real estate investments, net of accumulated depreciation | $ | 50 | $ | — | $ | 1,494,137 | $ | 138,520 | $ | — | $ | 1,632,707 | ||||||||||||
Loans receivable and other investments, net | — | — | 258,346 | — | — | 258,346 | ||||||||||||||||||
Cash and cash equivalents | 1,805 | — | — | 2,366 | — | 4,171 | ||||||||||||||||||
Restricted cash | — | — | 160 | 6,788 | — | 6,948 | ||||||||||||||||||
Prepaid expenses, deferred financing costs and other assets, net | 1,153 | 25,041 | 67,430 | 8,701 | — | 102,325 | ||||||||||||||||||
Intercompany | 379,217 | 787,986 | — | — | (1,167,203 | ) | — | |||||||||||||||||
Investment in subsidiaries | 558,045 | 679,121 | 25,512 | — | (1,262,678 | ) | — | |||||||||||||||||
Total assets | $ | 940,270 | $ | 1,492,148 | $ | 1,845,585 | $ | 156,375 | $ | (2,429,881 | ) | $ | 2,004,497 | |||||||||||
Liabilities | ||||||||||||||||||||||||
Mortgage notes | $ | — | $ | — | $ | — | $ | 123,325 | $ | — | $ | 123,325 | ||||||||||||
Revolving credit facility | — | 26,000 | — | — | — | 26,000 | ||||||||||||||||||
Term loan | — | 200,000 | — | — | — | 200,000 | ||||||||||||||||||
Senior unsecured notes | — | 699,298 | — | — | — | 699,298 | ||||||||||||||||||
Accounts payable and accrued liabilities | 8,062 | 8,805 | 5,977 | 876 | — | 23,720 | ||||||||||||||||||
Intercompany | — | — | 1,165,099 | 2,104 | (1,167,203 | ) | — | |||||||||||||||||
Total liabilities | 8,062 | 934,103 | 1,171,076 | 126,305 | (1,167,203 | ) | 1,072,343 | |||||||||||||||||
Total Sabra Health Care REIT, Inc. stockholders' equity | 932,208 | 558,045 | 674,509 | 30,124 | (1,262,678 | ) | 932,208 | |||||||||||||||||
Noncontrolling interests | — | — | — | (54 | ) | — | (54 | ) | ||||||||||||||||
Total equity | 932,208 | 558,045 | 674,509 | 30,070 | (1,262,678 | ) | 932,154 | |||||||||||||||||
Total liabilities and equity | $ | 940,270 | $ | 1,492,148 | $ | 1,845,585 | $ | 156,375 | $ | (2,429,881 | ) | $ | 2,004,497 | |||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Parent | Issuers | Combined | Combined Non- | Elimination | Consolidated | |||||||||||||||||||
Company | Guarantor | Guarantor | ||||||||||||||||||||||
Subsidiaries | Subsidiaries | |||||||||||||||||||||||
Assets | ||||||||||||||||||||||||
Real estate investments, net of accumulated depreciation | $ | 60 | $ | — | $ | 1,505,974 | $ | 139,771 | $ | — | $ | 1,645,805 | ||||||||||||
Loans receivable and other investments, net | — | — | 251,583 | — | — | 251,583 | ||||||||||||||||||
Cash and cash equivalents | 58,799 | — | — | 2,994 | — | 61,793 | ||||||||||||||||||
Restricted cash | — | — | 160 | 6,864 | — | 7,024 | ||||||||||||||||||
Prepaid expenses, deferred financing costs and other assets, net | 586 | 27,803 | 62,325 | 7,973 | — | 98,687 | ||||||||||||||||||
Intercompany | 444,499 | 757,676 | — | — | (1,202,175 | ) | — | |||||||||||||||||
Investment in subsidiaries | 447,916 | 642,611 | 25,057 | — | (1,115,584 | ) | — | |||||||||||||||||
Total assets | $ | 951,860 | $ | 1,428,090 | $ | 1,845,099 | $ | 157,602 | $ | (2,317,759 | ) | $ | 2,064,892 | |||||||||||
Liabilities | ||||||||||||||||||||||||
Mortgage notes | $ | — | $ | — | $ | — | $ | 124,022 | $ | — | $ | 124,022 | ||||||||||||
Revolving credit facility | — | 68,000 | — | — | — | 68,000 | ||||||||||||||||||
Term loan | — | 200,000 | — | — | — | 200,000 | ||||||||||||||||||
Senior unsecured notes | — | 699,272 | — | — | — | 699,272 | ||||||||||||||||||
Accounts payable and accrued liabilities | 9,994 | 12,902 | 7,422 | 1,457 | — | 31,775 | ||||||||||||||||||
Intercompany | — | — | 1,198,779 | 3,396 | (1,202,175 | ) | — | |||||||||||||||||
Total liabilities | 9,994 | 980,174 | 1,206,201 | 128,875 | (1,202,175 | ) | 1,123,069 | |||||||||||||||||
Total Sabra Health Care REIT, Inc. stockholders' equity | 941,866 | 447,916 | 638,898 | 28,770 | (1,115,584 | ) | 941,866 | |||||||||||||||||
Noncontrolling interests | — | — | — | (43 | ) | — | (43 | ) | ||||||||||||||||
Total equity | 941,866 | 447,916 | 638,898 | 28,727 | (1,115,584 | ) | 941,823 | |||||||||||||||||
Total liabilities and equity | $ | 951,860 | $ | 1,428,090 | $ | 1,845,099 | $ | 157,602 | $ | (2,317,759 | ) | $ | 2,064,892 | |||||||||||
CONDENSED CONSOLIDATING STATEMENT OF INCOME | ||||||||||||||||||||||||
For the Three Months Ended March 31, 2015 | ||||||||||||||||||||||||
(dollars in thousands, except per share amounts) | ||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Parent Company | Issuers | Combined | Combined Non- | Elimination | Consolidated | |||||||||||||||||||
Guarantor | Guarantor | |||||||||||||||||||||||
Subsidiaries | Subsidiaries | |||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||
Rental income | $ | — | $ | — | $ | 44,601 | $ | 4,904 | $ | — | $ | 49,505 | ||||||||||||
Interest and other income | 1 | — | 5,384 | 682 | — | 6,067 | ||||||||||||||||||
Total revenues | 1 | — | 49,985 | 5,586 | — | 55,572 | ||||||||||||||||||
Expenses: | ||||||||||||||||||||||||
Depreciation and amortization | 13 | — | 12,702 | 1,435 | — | 14,150 | ||||||||||||||||||
Interest | — | 12,550 | — | 1,330 | — | 13,880 | ||||||||||||||||||
General and administrative | 5,438 | — | 2,023 | 542 | — | 8,003 | ||||||||||||||||||
Total expenses | 5,451 | 12,550 | 14,725 | 3,307 | — | 36,033 | ||||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||
Other (expense) income | — | — | (100 | ) | — | — | (100 | ) | ||||||||||||||||
Total other expense | — | — | (100 | ) | — | — | (100 | ) | ||||||||||||||||
Income in subsidiaries | 24,900 | 37,450 | 1,395 | — | (63,745 | ) | — | |||||||||||||||||
Net income | 19,450 | 24,900 | 36,555 | 2,279 | (63,745 | ) | 19,439 | |||||||||||||||||
Net loss attributable to noncontrolling interests | — | — | — | 11 | — | 11 | ||||||||||||||||||
Net income attributable to Sabra Health Care REIT, Inc. | 19,450 | 24,900 | 36,555 | 2,290 | (63,745 | ) | 19,450 | |||||||||||||||||
Preferred stock dividends | (2,561 | ) | — | — | — | — | (2,561 | ) | ||||||||||||||||
Net income attributable to common stockholders | $ | 16,889 | $ | 24,900 | $ | 36,555 | $ | 2,290 | $ | (63,745 | ) | $ | 16,889 | |||||||||||
Net income attributable to common stockholders, per: | ||||||||||||||||||||||||
Basic common share | $ | 0.29 | ||||||||||||||||||||||
Diluted common share | $ | 0.28 | ||||||||||||||||||||||
Weighted-average number of common shares outstanding, basic | 59,185,225 | |||||||||||||||||||||||
Weighted-average number of common shares outstanding, diluted | 59,559,253 | |||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF (LOSS) INCOME | ||||||||||||||||||||||||
For the Three Months Ended March 31, 2014 | ||||||||||||||||||||||||
(dollars in thousands, except per share amounts) | ||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Parent Company | Issuers | Combined | Combined Non- | Elimination | Consolidated | |||||||||||||||||||
Guarantor | Guarantor | |||||||||||||||||||||||
Subsidiaries | Subsidiaries | |||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||
Rental income | $ | — | $ | — | $ | 28,777 | $ | 7,316 | $ | — | $ | 36,093 | ||||||||||||
Interest and other income | 4 | — | 4,092 | 661 | — | 4,757 | ||||||||||||||||||
Total revenues | 4 | — | 32,869 | 7,977 | — | 40,850 | ||||||||||||||||||
Expenses: | ||||||||||||||||||||||||
Depreciation and amortization | 13 | — | 7,420 | 1,917 | — | 9,350 | ||||||||||||||||||
Interest | — | 7,790 | 1,874 | 1,470 | — | 11,134 | ||||||||||||||||||
General and administrative | 4,692 | 1 | 444 | 716 | — | 5,853 | ||||||||||||||||||
Total expenses | 4,705 | 7,791 | 9,738 | 4,103 | — | 26,337 | ||||||||||||||||||
Other (expense) income: | ||||||||||||||||||||||||
Loss on extinguishment of debt | — | (21,619 | ) | — | (515 | ) | — | (22,134 | ) | |||||||||||||||
Other income | — | — | 300 | — | — | 300 | ||||||||||||||||||
Total other (expense) income | — | (21,619 | ) | 300 | (515 | ) | — | (21,834 | ) | |||||||||||||||
(Loss) income in subsidiaries | (2,602 | ) | 26,808 | 1,341 | — | (25,547 | ) | — | ||||||||||||||||
Net (loss) income | (7,303 | ) | (2,602 | ) | 24,772 | 3,359 | (25,547 | ) | (7,321 | ) | ||||||||||||||
Net loss attributable to noncontrolling interests | — | — | — | 18 | — | 18 | ||||||||||||||||||
Net (loss) income attributable to Sabra Health Care REIT, Inc. | (7,303 | ) | (2,602 | ) | 24,772 | 3,377 | (25,547 | ) | (7,303 | ) | ||||||||||||||
Preferred dividends | (2,561 | ) | — | — | — | — | (2,561 | ) | ||||||||||||||||
Net (loss) income attributable to common stockholders | $ | (9,864 | ) | $ | (2,602 | ) | $ | 24,772 | $ | 3,377 | $ | (25,547 | ) | $ | (9,864 | ) | ||||||||
Net loss attributable to common stockholders, per: | ||||||||||||||||||||||||
Basic common share | $ | (0.25 | ) | |||||||||||||||||||||
Diluted common share | $ | (0.25 | ) | |||||||||||||||||||||
Weighted-average number of common shares outstanding, basic | 38,968,403 | |||||||||||||||||||||||
Weighted-average number of common shares outstanding, diluted | 38,968,403 | |||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME | ||||||||||||||||||||||||
For the Three Months Ended March 31, 2015 | ||||||||||||||||||||||||
(dollars in thousands, except per share amounts) | ||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Parent Company | Issuers | Combined | Combined Non- | Elimination | Consolidated | |||||||||||||||||||
Guarantor | Guarantor | |||||||||||||||||||||||
Subsidiaries | Subsidiaries | |||||||||||||||||||||||
Net income | $ | 19,450 | $ | 24,900 | $ | 36,555 | $ | 2,279 | $ | (63,745 | ) | $ | 19,439 | |||||||||||
Other comprehensive loss: | ||||||||||||||||||||||||
Unrealized loss on cash flow hedge | — | (1,545 | ) | — | — | — | (1,545 | ) | ||||||||||||||||
Comprehensive income | 19,450 | 23,355 | 36,555 | 2,279 | (63,745 | ) | 17,894 | |||||||||||||||||
Comprehensive loss attributable to noncontrolling interest | — | — | — | 11 | — | 11 | ||||||||||||||||||
Comprehensive income attributable to Sabra Health Care REIT, Inc. | $ | 19,450 | $ | 23,355 | $ | 36,555 | $ | 2,290 | $ | (63,745 | ) | $ | 17,905 | |||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | ||||||||||||||||||||||||
For the Three Months Ended March 31, 2015 | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Parent Company | Issuers | Combined | Combined Non- | Elimination | Consolidated | |||||||||||||||||||
Guarantor | Guarantor | |||||||||||||||||||||||
Subsidiaries | Subsidiaries | |||||||||||||||||||||||
Net cash provided by operating activities | $ | 23,502 | $ | — | $ | — | $ | 1,199 | $ | — | $ | 24,701 | ||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||||||
Origination and fundings of loans receivable | — | — | (7,303 | ) | — | — | (7,303 | ) | ||||||||||||||||
Preferred equity investments | — | — | (311 | ) | — | — | (311 | ) | ||||||||||||||||
Additions to real estate | (3 | ) | — | (501 | ) | (171 | ) | — | (675 | ) | ||||||||||||||
Repayment of loans receivable | — | — | 2,052 | — | — | 2,052 | ||||||||||||||||||
Investment in subsidiaries | (414 | ) | (414 | ) | — | — | 828 | — | ||||||||||||||||
Distribution from subsidiaries | 1,355 | 1,355 | — | — | (2,710 | ) | — | |||||||||||||||||
Intercompany financing | (48,175 | ) | (6,063 | ) | — | — | 54,238 | — | ||||||||||||||||
Net cash used in investing activities | (47,237 | ) | (5,122 | ) | (6,063 | ) | (171 | ) | 52,356 | (6,237 | ) | |||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||
Net repayments from revolving credit facility | — | (42,000 | ) | — | — | — | (42,000 | ) | ||||||||||||||||
Principal payments on mortgage notes | — | — | — | (697 | ) | — | (697 | ) | ||||||||||||||||
Payments of deferred financing costs | — | (112 | ) | — | (18 | ) | — | (130 | ) | |||||||||||||||
Issuance of common stock | (7,587 | ) | — | — | — | — | (7,587 | ) | ||||||||||||||||
Dividends paid on common and preferred stock | (25,672 | ) | — | — | — | — | (25,672 | ) | ||||||||||||||||
Contribution from parent | — | 414 | — | 414 | (828 | ) | — | |||||||||||||||||
Distribution to parent | — | (1,355 | ) | — | (1,355 | ) | 2,710 | — | ||||||||||||||||
Intercompany financing | — | 48,175 | 6,063 | — | (54,238 | ) | — | |||||||||||||||||
Net cash (used in) provided by financing activities | (33,259 | ) | 5,122 | 6,063 | (1,656 | ) | (52,356 | ) | (76,086 | ) | ||||||||||||||
Net decrease in cash and cash equivalents | (56,994 | ) | — | — | (628 | ) | — | (57,622 | ) | |||||||||||||||
Cash and cash equivalents, beginning of period | 58,799 | — | — | 2,994 | — | 61,793 | ||||||||||||||||||
Cash and cash equivalents, end of period | $ | 1,805 | $ | — | $ | — | $ | 2,366 | $ | — | $ | 4,171 | ||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | ||||||||||||||||||||||||
For the Three Months Ended March 31, 2014 | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Parent Company | Issuers | Combined | Combined Non- | Elimination | Consolidated | |||||||||||||||||||
Guarantor | Guarantor | |||||||||||||||||||||||
Subsidiaries | Subsidiaries | |||||||||||||||||||||||
Net cash (used in) provided by operating activities | $ | (10,795 | ) | $ | — | $ | — | $ | 12,002 | $ | — | $ | 1,207 | |||||||||||
Cash flows from investing activities: | ||||||||||||||||||||||||
Acquisitions of real estate | — | — | (108,650 | ) | — | — | (108,650 | ) | ||||||||||||||||
Origination of note receivable | — | — | (19,428 | ) | — | — | (19,428 | ) | ||||||||||||||||
Preferred equity investment | — | — | (5 | ) | — | — | (5 | ) | ||||||||||||||||
Additions to real estate | — | — | (56 | ) | — | — | (56 | ) | ||||||||||||||||
Investment in subsidiaries | (1,165 | ) | (1,165 | ) | — | — | 2,330 | — | ||||||||||||||||
Intercompany financing | 27,955 | (101,641 | ) | — | — | 73,686 | — | |||||||||||||||||
Net cash provided by (used in) investing activities | 26,790 | (102,806 | ) | (128,139 | ) | — | 76,016 | (128,139 | ) | |||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||
Proceeds from issuance of senior unsecured notes | — | 350,000 | — | — | — | 350,000 | ||||||||||||||||||
Principal payments on senior unsecured notes | — | (211,250 | ) | — | — | — | (211,250 | ) | ||||||||||||||||
Net proceeds from revolving credit facility | — | — | 26,500 | — | — | 26,500 | ||||||||||||||||||
Proceeds from mortgage notes | — | — | — | 46,103 | — | 46,103 | ||||||||||||||||||
Principal payments on mortgage notes | — | — | — | (57,325 | ) | — | (57,325 | ) | ||||||||||||||||
Payments of deferred financing costs | — | (9,154 | ) | (2 | ) | (717 | ) | — | (9,873 | ) | ||||||||||||||
Issuance of common stock | (648 | ) | — | — | — | — | (648 | ) | ||||||||||||||||
Dividends paid | (16,597 | ) | — | — | — | — | (16,597 | ) | ||||||||||||||||
Contribution from parent | — | 1,165 | — | 1,165 | (2,330 | ) | — | |||||||||||||||||
Intercompany financing | — | (27,955 | ) | 101,641 | — | (73,686 | ) | — | ||||||||||||||||
Net cash (used in) provided by financing activities | (17,245 | ) | 102,806 | 128,139 | (10,774 | ) | (76,016 | ) | 126,910 | |||||||||||||||
Net (decrease) increase in cash and cash equivalents | (1,250 | ) | — | — | 1,228 | — | (22 | ) | ||||||||||||||||
Cash and cash equivalents, beginning of period | 3,551 | — | — | 757 | — | 4,308 | ||||||||||||||||||
Cash and cash equivalents, end of period | $ | 2,301 | $ | — | $ | — | $ | 1,985 | $ | — | $ | 4,286 | ||||||||||||
PRO_FORMA_FINANCIAL_INFORMATIO
PRO FORMA FINANCIAL INFORMATION | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
PRO FORMA FINANCIAL INFORMATION [Abstract] | |||||||||
PRO FORMA FINANCIAL INFORMATION | PRO FORMA FINANCIAL INFORMATION | ||||||||
The following table summarizes, on an unaudited pro forma basis, the consolidated results of operations of the Company for the three months ended March 31, 2015 and 2014. The Company acquired six skilled nursing facilities and two senior housing facilities during the three months ended March 31, 2014. The following unaudited pro forma information has been prepared to give effect to these acquisitions as if these acquisitions occurred on January 1, 2013. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had these acquisitions occurred on January 1, 2013, nor does it purport to predict the results of operations for future periods. | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(in thousands, except share and per share amounts) | |||||||||
Revenues | $ | 55,572 | $ | 42,322 | |||||
Depreciation and amortization | 14,150 | 9,702 | |||||||
Net income (loss) attributable to common stockholders | 16,889 | (8,467 | ) | ||||||
Net income (loss) attributable to common stockholders, per: | |||||||||
Basic common share | $ | 0.29 | $ | (0.22 | ) | ||||
Diluted common share | $ | 0.28 | $ | (0.22 | ) | ||||
Weighted-average number of common shares outstanding, basic | 59,185,225 | 38,968,403 | |||||||
Weighted-average number of common shares outstanding, diluted | 59,559,253 | 38,968,403 | |||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. Compliance with existing environmental laws is not expected to have a material adverse effect on the Company’s financial condition and results of operations as of March 31, 2015. | |
Income Taxes | |
As a result of the Company’s separation from Sun effective November 15, 2010 (the “Separation Date”), the Company is the surviving taxpayer for income tax purposes. Accordingly, tax positions taken prior to the Separation Date remained the Company’s obligations after the Separation Date. Sun agreed to indemnify the Company against, among other things, federal, state and local taxes (including penalties and interest) related to periods prior to the Separation Date to the extent the deferred tax assets allocated to the Company are not sufficient and/or cannot be utilized to satisfy these taxes. | |
Effective December 1, 2012, Sun was acquired by Genesis HealthCare LLC. As a result of its acquisition of Sun, Genesis HealthCare LLC became successor to the obligations of Sun described above. Effective February 2, 2015, Genesis HealthCare LLC combined with Skilled Healthcare Group, Inc. and now operates under the name Genesis Healthcare, Inc. (“Genesis”). | |
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. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS |
The Company evaluates subsequent events up until the date the condensed consolidated financial statements are issued. | |
Dividend Declaration | |
On May 5, 2015, the Company announced that its board of directors declared a quarterly cash dividend of $0.39 per share of common stock. The dividend will be paid on May 29, 2015 to common stockholders of record as of the close of business on May 15, 2015. | |
On May 5, 2015, the Company also announced that its board of directors declared a quarterly cash dividend of $0.4453125 per share of Series A Preferred Stock. The dividend will be paid on May 29, 2015 to preferred stockholders of record as of the close of business on May 15, 2015. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying condensed consolidated financial statements include the accounts of Sabra and its wholly owned subsidiaries as of March 31, 2015 and December 31, 2014 and for the periods ended March 31, 2015 and 2014. All significant intercompany transactions and balances have been eliminated in consolidation. |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the results for such periods. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2014 included in the Company’s 2014 Annual Report on Form 10-K filed with the SEC. | |
Variable Interest Entities | GAAP requires the Company to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity's activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. If the Company were determined to be the primary beneficiary of the VIE, the Company would consolidate investments in the VIE. The Company may change its original assessment of a VIE due to events such as modifications of contractual arrangements that affect the characteristics or adequacy of the entity's equity investments at risk and the disposal of all or a portion of an interest held by the primary beneficiary. |
The Company identifies the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The Company performs this analysis on an ongoing basis. | |
As of March 31, 2015, the Company determined it was the primary beneficiary of one senior housing facility and has consolidated the operations of the facility in the accompanying condensed consolidated financial statements. As of March 31, 2015, the Company determined that operations of the facility were not material to the Company’s results of operations, financial condition or cash flows. | |
As it relates to investments in loans, in addition to the Company's assessment of VIEs and whether the Company is the primary beneficiary of those VIEs, the Company evaluates the loan terms and other pertinent facts to determine if the loan investment should be accounted for as a loan or as a real estate joint venture. If an investment has the characteristics of a real estate joint venture, including if the Company participates in the majority of the borrower's expected residual profit, the Company would account for the investment as an investment in a real estate joint venture and not as a loan investment. Expected residual profit is defined as the amount of profit, whether called interest or another name, such as an equity kicker, above a reasonable amount of interest and fees expected to be earned by a lender. At March 31, 2015, none of the Company's investments in loans are accounted for as real estate joint ventures. | |
As it relates to investments in joint ventures, based on the type of rights held by the limited partner(s), GAAP may preclude consolidation by the sole general partner in certain circumstances in which the general partner would otherwise consolidate the joint venture. The Company assesses limited partners' rights and their impact on the presumption of control of the limited partnership by the sole general partner when an investor becomes the sole general partner, and the Company reassesses if: there is a change to the terms or in the exercisability of the rights of the limited partners; the sole general partner increases or decreases its ownership of limited partnership interests; or there is an increase or decrease in the number of outstanding limited partnership interests. The Company also applies this guidance to managing member interests in limited liability companies. | |
Use of Estimates | Use of Estimates |
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. | |
Recently Issued Accounting Standards Update | Recently Issued Accounting Standards Update |
In January 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-01, Income Statement–Extraordinary and Unusual (“ASU 2015-01”). ASU 2015-01 simplifies income statement presentation by eliminating the concept of extraordinary items. An entity will no longer be allowed to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is unusual in nature and occurs infrequently. ASU 2015-01 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted, and may be applied either prospectively or retrospectively. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. | |
In February 2015, the FASB issued ASU 2015-02, Consolidation–Amendments to the Consolidation Analysis (Topic 810) (“ASU 2015-02”). ASU 2015-02 updates guidance related to accounting for consolidation of certain limited partnerships. ASU 2015-02 does not add or remove any of the five characteristics that determine if an entity is a VIE; however, it changes the manner in which a reporting entity assesses its ability to make decisions about the entity's activities. Additionally, ASU 2015-02 removes three of the six criteria that must be met for a fee arrangement to not be a VIE and modifies how an entity assesses interests held through related parties. ASU 2015-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted. | |
In April 2015, the FASB issued ASU 2015-03, Interest–Imputation of Interest-Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30) (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of this guidance is permitted for financial statements that have not been previously issued, and an entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. |
REAL_ESTATE_PROPERTIES_HELD_FO1
REAL ESTATE PROPERTIES HELD FOR INVESTMENT (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||
Real Estate Investments, Net [Abstract] | |||||||||||||||||||
Schedule of Real Estate Properties Held for Investment | The Company’s real estate properties held for investment consisted of the following (dollars in thousands): | ||||||||||||||||||
As of March 31, 2015 (1) | |||||||||||||||||||
Property Type | Number of | Number of | Total | Accumulated | Total | ||||||||||||||
Properties | Beds/Units | Real Estate | Depreciation | Real Estate | |||||||||||||||
at Cost | Investments, Net | ||||||||||||||||||
Skilled Nursing/Transitional Care | 104 | 11,396 | $ | 855,049 | $ | (159,647 | ) | $ | 695,402 | ||||||||||
Senior Housing | 54 | 5,198 | 801,350 | (27,127 | ) | 774,223 | |||||||||||||
Acute Care Hospitals | 2 | 124 | 175,807 | (12,775 | ) | 163,032 | |||||||||||||
160 | 16,718 | 1,832,206 | (199,549 | ) | 1,632,657 | ||||||||||||||
Corporate Level | 268 | (218 | ) | 50 | |||||||||||||||
$ | 1,832,474 | $ | (199,767 | ) | $ | 1,632,707 | |||||||||||||
(1) During the three months ended March 31, 2015, Genesis converted one senior housing facility in Kentucky into a skilled nursing/transitional care facility. | |||||||||||||||||||
As of December 31, 2014 | |||||||||||||||||||
Property Type | Number of | Number of | Total | Accumulated | Total | ||||||||||||||
Properties | Beds/Units | Real Estate | Depreciation | Real Estate | |||||||||||||||
at Cost | Investments, Net | ||||||||||||||||||
Skilled Nursing/Transitional Care | 103 | 11,336 | $ | 851,252 | $ | (151,978 | ) | $ | 699,274 | ||||||||||
Senior Housing | 55 | 5,258 | 804,475 | (22,487 | ) | 781,988 | |||||||||||||
Acute Care Hospitals | 2 | 124 | 175,807 | (11,324 | ) | 164,483 | |||||||||||||
160 | 16,718 | 1,831,534 | (185,789 | ) | 1,645,745 | ||||||||||||||
Corporate Level | 265 | (205 | ) | 60 | |||||||||||||||
$ | 1,831,799 | $ | (185,994 | ) | $ | 1,645,805 | |||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||
Building and improvements | $ | 1,552,220 | $ | 1,551,548 | |||||||||||||||
Furniture and equipment | 82,815 | 82,812 | |||||||||||||||||
Land improvements | 3,646 | 3,646 | |||||||||||||||||
Land | 193,793 | 193,793 | |||||||||||||||||
1,832,474 | 1,831,799 | ||||||||||||||||||
Accumulated depreciation | (199,767 | ) | (185,994 | ) | |||||||||||||||
$ | 1,632,707 | $ | 1,645,805 | ||||||||||||||||
Schedule of Future Minimum Rental Payments Receivable for Operating Leases | As of March 31, 2015, the future minimum rental payments from the Company’s properties under non-cancelable operating leases was as follows (in thousands): | ||||||||||||||||||
April 1, 2015 through December 31, 2015 | $ | 131,801 | |||||||||||||||||
2016 | 180,904 | ||||||||||||||||||
2017 | 185,745 | ||||||||||||||||||
2018 | 190,603 | ||||||||||||||||||
2019 | 196,153 | ||||||||||||||||||
Thereafter | 1,237,606 | ||||||||||||||||||
$ | 2,122,812 | ||||||||||||||||||
LOANS_RECEIVABLE_AND_OTHER_INV1
LOANS RECEIVABLE AND OTHER INVESTMENTS (Tables) | 3 Months Ended | |||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||
Loans Receivable and Other Investments [Abstract] | ||||||||||||||||||||||||||
Schedule of Loans Receivable and Other Investments | As of March 31, 2015 and December 31, 2014, the Company’s loans receivable and other investments consisted of the following (dollars in thousands): | |||||||||||||||||||||||||
Investment | Quantity | Facility Type | Principal Balance as of March 31, 2015 | Book Value as of | Book Value as of | Weighted Average Contractual Interest Rate / Rate of Return | Weighted Average Annualized Effective Interest Rate / Rate of Return | Maturity Date | ||||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||||||||||||
Loans Receivable: | ||||||||||||||||||||||||||
Mortgage | 5 | Skilled Nursing / Senior Housing / Acute Care Hospital | $ | 148,937 | $ | 149,295 | $ | 144,383 | 8.3 | % | 8.2 | % | 10/13/15 - 1/31/18 | |||||||||||||
Construction | 3 | Acute Care Hospital / Senior Housing | 68,298 | 68,561 | 65,525 | 7.6 | % | 7.5 | % | 9/30/16 - 10/31/18 | ||||||||||||||||
Mezzanine | 2 | Skilled Nursing / Senior Housing | 19,819 | 19,879 | 21,491 | 11.3 | % | 11.1 | % | 6/27/15 - 8/31/17 | ||||||||||||||||
Pre-development | 4 | Senior Housing | 3,309 | 3,397 | 3,777 | 9 | % | 8 | % | 8/16/15 - 9/09/17 | ||||||||||||||||
14 | 240,363 | 241,132 | 235,176 | 8.4 | % | 8.2 | % | |||||||||||||||||||
Other Investments: | ||||||||||||||||||||||||||
Preferred Equity | 6 | Skilled Nursing / Senior Housing | 16,919 | 17,214 | 16,407 | 12.5 | % | 12.5 | % | N/A | ||||||||||||||||
Total | 20 | $ | 257,282 | $ | 258,346 | $ | 251,583 | 8.7 | % | 8.5 | % | |||||||||||||||
DEBT_Tables
DEBT (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Schedule of Maturities of Debt | The following is a schedule of maturities for the Company’s outstanding debt as of March 31, 2015 (in thousands): | ||||||||||||||||
Mortgage | Senior Notes (1) | Revolving Credit Facility and Term Loan (2) | Total | ||||||||||||||
Indebtedness | |||||||||||||||||
April 1, 2015 through December 31, 2015 | $ | 2,102 | $ | — | $ | — | $ | 2,102 | |||||||||
2016 | 2,987 | — | — | 2,987 | |||||||||||||
2017 | 3,083 | — | — | 3,083 | |||||||||||||
2018 | 3,182 | — | 226,000 | 229,182 | |||||||||||||
2019 | 3,284 | — | — | 3,284 | |||||||||||||
Thereafter | 108,687 | 700,000 | — | 808,687 | |||||||||||||
$ | 123,325 | $ | 700,000 | $ | 226,000 | $ | 1,049,325 | ||||||||||
(1) Outstanding principal balance for Senior Notes does not include discount of $0.7 million as of March 31, 2015. | |||||||||||||||||
(2) Subject to a one-year extension option. | |||||||||||||||||
Mortgage Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Schedule of Long Term Debt | The Company’s mortgage notes payable consist of the following (dollars in thousands): | ||||||||||||||||
Interest Rate Type | Book Value as of | Book Value as of | Weighted Average | Maturity | |||||||||||||
31-Mar-15 | December 31, 2014 | Effective Interest Rate at | Date | ||||||||||||||
March 31, 2015 (1) | |||||||||||||||||
Fixed Rate | $ | 123,325 | $ | 124,022 | 3.77 | % | May 2031 - August 2051 | ||||||||||
(1) Weighted average effective rate includes private mortgage insurance. | |||||||||||||||||
Senior Unsecured Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Schedule of Long Term Debt | The Company’s senior unsecured notes consist of the following (dollars in thousands): | ||||||||||||||||
Principal Balance as of | |||||||||||||||||
Title | Maturity Date | March 31, 2015 (1) | December 31, 2014 (1) | ||||||||||||||
5.5% senior unsecured notes due 2021 (“2021 Notes”) | 1-Feb-21 | $ | 500,000 | $ | 500,000 | ||||||||||||
5.375% senior unsecured notes due 2023 (“2023 Notes”) | 1-Jun-23 | 200,000 | 200,000 | ||||||||||||||
$ | 700,000 | $ | 700,000 | ||||||||||||||
(1) Outstanding principal balance for Senior Notes does not include discount of $0.7 million as of March 31, 2015 and December 31, 2014. |
DERIVATIVE_INSTRUMENTS_Tables
DERIVATIVE INSTRUMENTS (Tables) | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||
Summary of the Effect on the Fair Value of the Interest Rate Cap as a Result of Movements in the Interest Rate Market | The following table illustrates the effect on the fair value of the interest rate cap as a result of movements in the interest rate market (dollars in thousands): | ||||||||||||||
Effects of Change in Interest Rates | |||||||||||||||
+50 Basis Points | -50 Basis Points | +100 Basis Points | -100 Basis Points | ||||||||||||
$ | 1,947 | $ | (1,511 | ) | $ | 4,284 | $ | (2,522 | ) | ||||||
FAIR_VALUE_DISCLOSURES_Tables
FAIR VALUE DISCLOSURES (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||||||||||||
Summary of Face Values, Carrying Amounts and Fair Values of Financial Instruments | The following are the face values, carrying amounts and fair values of the Company’s financial instruments as of March 31, 2015 and December 31, 2014 whose carrying amounts do not approximate their fair value (in thousands): | |||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||||||
Face | Carrying | Fair | Face | Carrying | Fair | |||||||||||||||||||
Value (1) | Amount (2) | Value | Value (1) | Amount (2) | Value | |||||||||||||||||||
Financial assets: | ||||||||||||||||||||||||
Loans receivable | $ | 240,363 | $ | 241,132 | $ | 241,860 | $ | 234,359 | $ | 235,176 | $ | 234,227 | ||||||||||||
Preferred equity investments | 16,919 | 17,214 | 17,638 | 16,125 | 16,407 | 17,115 | ||||||||||||||||||
Financial liabilities: | ||||||||||||||||||||||||
Senior Notes | 700,000 | 699,298 | 744,500 | 700,000 | 699,272 | 723,625 | ||||||||||||||||||
Mortgage indebtedness | 123,325 | 123,325 | 118,471 | 124,022 | 124,022 | 122,131 | ||||||||||||||||||
(1) Face value represents amounts contractually due under the terms of the respective agreements. | ||||||||||||||||||||||||
(2) Carrying amounts represent the book value of financial instruments and include unamortized premiums (discounts). | ||||||||||||||||||||||||
Schedule of Amounts Measured at Fair Value | During the three months ended March 31, 2015, the Company recorded the following amounts measured at fair value (in thousands): | |||||||||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||
Recurring Basis: | ||||||||||||||||||||||||
Interest rate cap | $ | 3,073 | $ | — | $ | 3,073 | $ | — | ||||||||||||||||
Contingent consideration liability | 4,000 | — | — | 4,000 | ||||||||||||||||||||
Schedule of Reconciliation for Contingent Consideration Liability Recorded at Fair Value using Level 3 Inputs | The following reconciliation provides the details of activity during the three months ended March 31, 2015 for contingent consideration liability recorded at fair value using Level 3 inputs: | |||||||||||||||||||||||
Balance as of December 31, 2014 | $ | 3,900 | ||||||||||||||||||||||
Increase in contingent liability | 100 | |||||||||||||||||||||||
Balance as of March 31, 2015 | $ | 4,000 | ||||||||||||||||||||||
Recurring [Member] | ||||||||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||||||||||||
Schedule of Inputs used for Carrying Amounts which do not Approximate Fair Value with Valuation Methods | The Company determined the fair value of financial instruments as of March 31, 2015 whose carrying amounts do not approximate their fair value with valuation methods utilizing the following types of inputs (in thousands): | |||||||||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||
Financial assets: | ||||||||||||||||||||||||
Loans receivable | $ | 241,860 | $ | — | $ | — | $ | 241,860 | ||||||||||||||||
Preferred equity investments | 17,638 | — | — | 17,638 | ||||||||||||||||||||
Financial liabilities: | ||||||||||||||||||||||||
Senior Notes | 744,500 | — | 744,500 | — | ||||||||||||||||||||
Mortgage indebtedness | 118,471 | — | — | 118,471 | ||||||||||||||||||||
EQUITY_Tables
EQUITY (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity [Abstract] | |||||||||
Schedule of Cash Dividends on Common Stock Declared and Paid | The following table lists the cash dividends on common stock declared and paid by the Company during the three months ended March 31, 2015: | ||||||||
Declaration Date | Record Date | Amount Per Share | Dividend Payable Date | ||||||
12-Jan-15 | 13-Feb-15 | $ | 0.39 | 27-Feb-15 | |||||
EARNINGS_PER_COMMON_SHARE_Tabl
EARNINGS PER COMMON SHARE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of the Computation of Basic and Diluted Earnings Per Share | The following table illustrates the computation of basic and diluted earnings per share for the three months ended March 31, 2015 and 2014 (in thousands, except share and per share amounts): | ||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator | |||||||||
Net income (loss) attributable to common stockholders | $ | 16,889 | $ | (9,864 | ) | ||||
Denominator | |||||||||
Basic weighted average common shares and common equivalents | 59,185,225 | 38,968,403 | |||||||
Dilutive restricted stock units | 374,028 | — | |||||||
Diluted weighted average common shares | 59,559,253 | 38,968,403 | |||||||
Net income (loss) attributable to common stockholders, per: | |||||||||
Basic common share | $ | 0.29 | $ | (0.25 | ) | ||||
Diluted common share | $ | 0.28 | $ | (0.25 | ) | ||||
SUMMARIZED_CONDENSED_CONSOLIDA1
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION [Abstract] | ||||||||||||||||||||||||
Schedule of Condensed Consolidating Balance Sheet (unaudited) | CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||||||||
March 31, 2015 | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Parent | Issuers | Combined | Combined Non- | Elimination | Consolidated | |||||||||||||||||||
Company | Guarantor | Guarantor | ||||||||||||||||||||||
Subsidiaries | Subsidiaries | |||||||||||||||||||||||
Assets | ||||||||||||||||||||||||
Real estate investments, net of accumulated depreciation | $ | 50 | $ | — | $ | 1,494,137 | $ | 138,520 | $ | — | $ | 1,632,707 | ||||||||||||
Loans receivable and other investments, net | — | — | 258,346 | — | — | 258,346 | ||||||||||||||||||
Cash and cash equivalents | 1,805 | — | — | 2,366 | — | 4,171 | ||||||||||||||||||
Restricted cash | — | — | 160 | 6,788 | — | 6,948 | ||||||||||||||||||
Prepaid expenses, deferred financing costs and other assets, net | 1,153 | 25,041 | 67,430 | 8,701 | — | 102,325 | ||||||||||||||||||
Intercompany | 379,217 | 787,986 | — | — | (1,167,203 | ) | — | |||||||||||||||||
Investment in subsidiaries | 558,045 | 679,121 | 25,512 | — | (1,262,678 | ) | — | |||||||||||||||||
Total assets | $ | 940,270 | $ | 1,492,148 | $ | 1,845,585 | $ | 156,375 | $ | (2,429,881 | ) | $ | 2,004,497 | |||||||||||
Liabilities | ||||||||||||||||||||||||
Mortgage notes | $ | — | $ | — | $ | — | $ | 123,325 | $ | — | $ | 123,325 | ||||||||||||
Revolving credit facility | — | 26,000 | — | — | — | 26,000 | ||||||||||||||||||
Term loan | — | 200,000 | — | — | — | 200,000 | ||||||||||||||||||
Senior unsecured notes | — | 699,298 | — | — | — | 699,298 | ||||||||||||||||||
Accounts payable and accrued liabilities | 8,062 | 8,805 | 5,977 | 876 | — | 23,720 | ||||||||||||||||||
Intercompany | — | — | 1,165,099 | 2,104 | (1,167,203 | ) | — | |||||||||||||||||
Total liabilities | 8,062 | 934,103 | 1,171,076 | 126,305 | (1,167,203 | ) | 1,072,343 | |||||||||||||||||
Total Sabra Health Care REIT, Inc. stockholders' equity | 932,208 | 558,045 | 674,509 | 30,124 | (1,262,678 | ) | 932,208 | |||||||||||||||||
Noncontrolling interests | — | — | — | (54 | ) | — | (54 | ) | ||||||||||||||||
Total equity | 932,208 | 558,045 | 674,509 | 30,070 | (1,262,678 | ) | 932,154 | |||||||||||||||||
Total liabilities and equity | $ | 940,270 | $ | 1,492,148 | $ | 1,845,585 | $ | 156,375 | $ | (2,429,881 | ) | $ | 2,004,497 | |||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | ||||||||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Parent | Issuers | Combined | Combined Non- | Elimination | Consolidated | |||||||||||||||||||
Company | Guarantor | Guarantor | ||||||||||||||||||||||
Subsidiaries | Subsidiaries | |||||||||||||||||||||||
Assets | ||||||||||||||||||||||||
Real estate investments, net of accumulated depreciation | $ | 60 | $ | — | $ | 1,505,974 | $ | 139,771 | $ | — | $ | 1,645,805 | ||||||||||||
Loans receivable and other investments, net | — | — | 251,583 | — | — | 251,583 | ||||||||||||||||||
Cash and cash equivalents | 58,799 | — | — | 2,994 | — | 61,793 | ||||||||||||||||||
Restricted cash | — | — | 160 | 6,864 | — | 7,024 | ||||||||||||||||||
Prepaid expenses, deferred financing costs and other assets, net | 586 | 27,803 | 62,325 | 7,973 | — | 98,687 | ||||||||||||||||||
Intercompany | 444,499 | 757,676 | — | — | (1,202,175 | ) | — | |||||||||||||||||
Investment in subsidiaries | 447,916 | 642,611 | 25,057 | — | (1,115,584 | ) | — | |||||||||||||||||
Total assets | $ | 951,860 | $ | 1,428,090 | $ | 1,845,099 | $ | 157,602 | $ | (2,317,759 | ) | $ | 2,064,892 | |||||||||||
Liabilities | ||||||||||||||||||||||||
Mortgage notes | $ | — | $ | — | $ | — | $ | 124,022 | $ | — | $ | 124,022 | ||||||||||||
Revolving credit facility | — | 68,000 | — | — | — | 68,000 | ||||||||||||||||||
Term loan | — | 200,000 | — | — | — | 200,000 | ||||||||||||||||||
Senior unsecured notes | — | 699,272 | — | — | — | 699,272 | ||||||||||||||||||
Accounts payable and accrued liabilities | 9,994 | 12,902 | 7,422 | 1,457 | — | 31,775 | ||||||||||||||||||
Intercompany | — | — | 1,198,779 | 3,396 | (1,202,175 | ) | — | |||||||||||||||||
Total liabilities | 9,994 | 980,174 | 1,206,201 | 128,875 | (1,202,175 | ) | 1,123,069 | |||||||||||||||||
Total Sabra Health Care REIT, Inc. stockholders' equity | 941,866 | 447,916 | 638,898 | 28,770 | (1,115,584 | ) | 941,866 | |||||||||||||||||
Noncontrolling interests | — | — | — | (43 | ) | — | (43 | ) | ||||||||||||||||
Total equity | 941,866 | 447,916 | 638,898 | 28,727 | (1,115,584 | ) | 941,823 | |||||||||||||||||
Total liabilities and equity | $ | 951,860 | $ | 1,428,090 | $ | 1,845,099 | $ | 157,602 | $ | (2,317,759 | ) | $ | 2,064,892 | |||||||||||
Schedule of Condensed Consolidating Income Statement (unaudited) | CONDENSED CONSOLIDATING STATEMENT OF INCOME | |||||||||||||||||||||||
For the Three Months Ended March 31, 2015 | ||||||||||||||||||||||||
(dollars in thousands, except per share amounts) | ||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Parent Company | Issuers | Combined | Combined Non- | Elimination | Consolidated | |||||||||||||||||||
Guarantor | Guarantor | |||||||||||||||||||||||
Subsidiaries | Subsidiaries | |||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||
Rental income | $ | — | $ | — | $ | 44,601 | $ | 4,904 | $ | — | $ | 49,505 | ||||||||||||
Interest and other income | 1 | — | 5,384 | 682 | — | 6,067 | ||||||||||||||||||
Total revenues | 1 | — | 49,985 | 5,586 | — | 55,572 | ||||||||||||||||||
Expenses: | ||||||||||||||||||||||||
Depreciation and amortization | 13 | — | 12,702 | 1,435 | — | 14,150 | ||||||||||||||||||
Interest | — | 12,550 | — | 1,330 | — | 13,880 | ||||||||||||||||||
General and administrative | 5,438 | — | 2,023 | 542 | — | 8,003 | ||||||||||||||||||
Total expenses | 5,451 | 12,550 | 14,725 | 3,307 | — | 36,033 | ||||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||
Other (expense) income | — | — | (100 | ) | — | — | (100 | ) | ||||||||||||||||
Total other expense | — | — | (100 | ) | — | — | (100 | ) | ||||||||||||||||
Income in subsidiaries | 24,900 | 37,450 | 1,395 | — | (63,745 | ) | — | |||||||||||||||||
Net income | 19,450 | 24,900 | 36,555 | 2,279 | (63,745 | ) | 19,439 | |||||||||||||||||
Net loss attributable to noncontrolling interests | — | — | — | 11 | — | 11 | ||||||||||||||||||
Net income attributable to Sabra Health Care REIT, Inc. | 19,450 | 24,900 | 36,555 | 2,290 | (63,745 | ) | 19,450 | |||||||||||||||||
Preferred stock dividends | (2,561 | ) | — | — | — | — | (2,561 | ) | ||||||||||||||||
Net income attributable to common stockholders | $ | 16,889 | $ | 24,900 | $ | 36,555 | $ | 2,290 | $ | (63,745 | ) | $ | 16,889 | |||||||||||
Net income attributable to common stockholders, per: | ||||||||||||||||||||||||
Basic common share | $ | 0.29 | ||||||||||||||||||||||
Diluted common share | $ | 0.28 | ||||||||||||||||||||||
Weighted-average number of common shares outstanding, basic | 59,185,225 | |||||||||||||||||||||||
Weighted-average number of common shares outstanding, diluted | 59,559,253 | |||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF (LOSS) INCOME | ||||||||||||||||||||||||
For the Three Months Ended March 31, 2014 | ||||||||||||||||||||||||
(dollars in thousands, except per share amounts) | ||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Parent Company | Issuers | Combined | Combined Non- | Elimination | Consolidated | |||||||||||||||||||
Guarantor | Guarantor | |||||||||||||||||||||||
Subsidiaries | Subsidiaries | |||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||
Rental income | $ | — | $ | — | $ | 28,777 | $ | 7,316 | $ | — | $ | 36,093 | ||||||||||||
Interest and other income | 4 | — | 4,092 | 661 | — | 4,757 | ||||||||||||||||||
Total revenues | 4 | — | 32,869 | 7,977 | — | 40,850 | ||||||||||||||||||
Expenses: | ||||||||||||||||||||||||
Depreciation and amortization | 13 | — | 7,420 | 1,917 | — | 9,350 | ||||||||||||||||||
Interest | — | 7,790 | 1,874 | 1,470 | — | 11,134 | ||||||||||||||||||
General and administrative | 4,692 | 1 | 444 | 716 | — | 5,853 | ||||||||||||||||||
Total expenses | 4,705 | 7,791 | 9,738 | 4,103 | — | 26,337 | ||||||||||||||||||
Other (expense) income: | ||||||||||||||||||||||||
Loss on extinguishment of debt | — | (21,619 | ) | — | (515 | ) | — | (22,134 | ) | |||||||||||||||
Other income | — | — | 300 | — | — | 300 | ||||||||||||||||||
Total other (expense) income | — | (21,619 | ) | 300 | (515 | ) | — | (21,834 | ) | |||||||||||||||
(Loss) income in subsidiaries | (2,602 | ) | 26,808 | 1,341 | — | (25,547 | ) | — | ||||||||||||||||
Net (loss) income | (7,303 | ) | (2,602 | ) | 24,772 | 3,359 | (25,547 | ) | (7,321 | ) | ||||||||||||||
Net loss attributable to noncontrolling interests | — | — | — | 18 | — | 18 | ||||||||||||||||||
Net (loss) income attributable to Sabra Health Care REIT, Inc. | (7,303 | ) | (2,602 | ) | 24,772 | 3,377 | (25,547 | ) | (7,303 | ) | ||||||||||||||
Preferred dividends | (2,561 | ) | — | — | — | — | (2,561 | ) | ||||||||||||||||
Net (loss) income attributable to common stockholders | $ | (9,864 | ) | $ | (2,602 | ) | $ | 24,772 | $ | 3,377 | $ | (25,547 | ) | $ | (9,864 | ) | ||||||||
Net loss attributable to common stockholders, per: | ||||||||||||||||||||||||
Basic common share | $ | (0.25 | ) | |||||||||||||||||||||
Diluted common share | $ | (0.25 | ) | |||||||||||||||||||||
Weighted-average number of common shares outstanding, basic | 38,968,403 | |||||||||||||||||||||||
Weighted-average number of common shares outstanding, diluted | 38,968,403 | |||||||||||||||||||||||
Schedule of Condensed Consolidating Statement of Comprehensive Income | CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME | |||||||||||||||||||||||
For the Three Months Ended March 31, 2015 | ||||||||||||||||||||||||
(dollars in thousands, except per share amounts) | ||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Parent Company | Issuers | Combined | Combined Non- | Elimination | Consolidated | |||||||||||||||||||
Guarantor | Guarantor | |||||||||||||||||||||||
Subsidiaries | Subsidiaries | |||||||||||||||||||||||
Net income | $ | 19,450 | $ | 24,900 | $ | 36,555 | $ | 2,279 | $ | (63,745 | ) | $ | 19,439 | |||||||||||
Other comprehensive loss: | ||||||||||||||||||||||||
Unrealized loss on cash flow hedge | — | (1,545 | ) | — | — | — | (1,545 | ) | ||||||||||||||||
Comprehensive income | 19,450 | 23,355 | 36,555 | 2,279 | (63,745 | ) | 17,894 | |||||||||||||||||
Comprehensive loss attributable to noncontrolling interest | — | — | — | 11 | — | 11 | ||||||||||||||||||
Comprehensive income attributable to Sabra Health Care REIT, Inc. | $ | 19,450 | $ | 23,355 | $ | 36,555 | $ | 2,290 | $ | (63,745 | ) | $ | 17,905 | |||||||||||
Schedule of Condensed Consolidating Statement of Cash Flows (unaudited) | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||||
For the Three Months Ended March 31, 2015 | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Parent Company | Issuers | Combined | Combined Non- | Elimination | Consolidated | |||||||||||||||||||
Guarantor | Guarantor | |||||||||||||||||||||||
Subsidiaries | Subsidiaries | |||||||||||||||||||||||
Net cash provided by operating activities | $ | 23,502 | $ | — | $ | — | $ | 1,199 | $ | — | $ | 24,701 | ||||||||||||
Cash flows from investing activities: | ||||||||||||||||||||||||
Origination and fundings of loans receivable | — | — | (7,303 | ) | — | — | (7,303 | ) | ||||||||||||||||
Preferred equity investments | — | — | (311 | ) | — | — | (311 | ) | ||||||||||||||||
Additions to real estate | (3 | ) | — | (501 | ) | (171 | ) | — | (675 | ) | ||||||||||||||
Repayment of loans receivable | — | — | 2,052 | — | — | 2,052 | ||||||||||||||||||
Investment in subsidiaries | (414 | ) | (414 | ) | — | — | 828 | — | ||||||||||||||||
Distribution from subsidiaries | 1,355 | 1,355 | — | — | (2,710 | ) | — | |||||||||||||||||
Intercompany financing | (48,175 | ) | (6,063 | ) | — | — | 54,238 | — | ||||||||||||||||
Net cash used in investing activities | (47,237 | ) | (5,122 | ) | (6,063 | ) | (171 | ) | 52,356 | (6,237 | ) | |||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||
Net repayments from revolving credit facility | — | (42,000 | ) | — | — | — | (42,000 | ) | ||||||||||||||||
Principal payments on mortgage notes | — | — | — | (697 | ) | — | (697 | ) | ||||||||||||||||
Payments of deferred financing costs | — | (112 | ) | — | (18 | ) | — | (130 | ) | |||||||||||||||
Issuance of common stock | (7,587 | ) | — | — | — | — | (7,587 | ) | ||||||||||||||||
Dividends paid on common and preferred stock | (25,672 | ) | — | — | — | — | (25,672 | ) | ||||||||||||||||
Contribution from parent | — | 414 | — | 414 | (828 | ) | — | |||||||||||||||||
Distribution to parent | — | (1,355 | ) | — | (1,355 | ) | 2,710 | — | ||||||||||||||||
Intercompany financing | — | 48,175 | 6,063 | — | (54,238 | ) | — | |||||||||||||||||
Net cash (used in) provided by financing activities | (33,259 | ) | 5,122 | 6,063 | (1,656 | ) | (52,356 | ) | (76,086 | ) | ||||||||||||||
Net decrease in cash and cash equivalents | (56,994 | ) | — | — | (628 | ) | — | (57,622 | ) | |||||||||||||||
Cash and cash equivalents, beginning of period | 58,799 | — | — | 2,994 | — | 61,793 | ||||||||||||||||||
Cash and cash equivalents, end of period | $ | 1,805 | $ | — | $ | — | $ | 2,366 | $ | — | $ | 4,171 | ||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | ||||||||||||||||||||||||
For the Three Months Ended March 31, 2014 | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Parent Company | Issuers | Combined | Combined Non- | Elimination | Consolidated | |||||||||||||||||||
Guarantor | Guarantor | |||||||||||||||||||||||
Subsidiaries | Subsidiaries | |||||||||||||||||||||||
Net cash (used in) provided by operating activities | $ | (10,795 | ) | $ | — | $ | — | $ | 12,002 | $ | — | $ | 1,207 | |||||||||||
Cash flows from investing activities: | ||||||||||||||||||||||||
Acquisitions of real estate | — | — | (108,650 | ) | — | — | (108,650 | ) | ||||||||||||||||
Origination of note receivable | — | — | (19,428 | ) | — | — | (19,428 | ) | ||||||||||||||||
Preferred equity investment | — | — | (5 | ) | — | — | (5 | ) | ||||||||||||||||
Additions to real estate | — | — | (56 | ) | — | — | (56 | ) | ||||||||||||||||
Investment in subsidiaries | (1,165 | ) | (1,165 | ) | — | — | 2,330 | — | ||||||||||||||||
Intercompany financing | 27,955 | (101,641 | ) | — | — | 73,686 | — | |||||||||||||||||
Net cash provided by (used in) investing activities | 26,790 | (102,806 | ) | (128,139 | ) | — | 76,016 | (128,139 | ) | |||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||
Proceeds from issuance of senior unsecured notes | — | 350,000 | — | — | — | 350,000 | ||||||||||||||||||
Principal payments on senior unsecured notes | — | (211,250 | ) | — | — | — | (211,250 | ) | ||||||||||||||||
Net proceeds from revolving credit facility | — | — | 26,500 | — | — | 26,500 | ||||||||||||||||||
Proceeds from mortgage notes | — | — | — | 46,103 | — | 46,103 | ||||||||||||||||||
Principal payments on mortgage notes | — | — | — | (57,325 | ) | — | (57,325 | ) | ||||||||||||||||
Payments of deferred financing costs | — | (9,154 | ) | (2 | ) | (717 | ) | — | (9,873 | ) | ||||||||||||||
Issuance of common stock | (648 | ) | — | — | — | — | (648 | ) | ||||||||||||||||
Dividends paid | (16,597 | ) | — | — | — | — | (16,597 | ) | ||||||||||||||||
Contribution from parent | — | 1,165 | — | 1,165 | (2,330 | ) | — | |||||||||||||||||
Intercompany financing | — | (27,955 | ) | 101,641 | — | (73,686 | ) | — | ||||||||||||||||
Net cash (used in) provided by financing activities | (17,245 | ) | 102,806 | 128,139 | (10,774 | ) | (76,016 | ) | 126,910 | |||||||||||||||
Net (decrease) increase in cash and cash equivalents | (1,250 | ) | — | — | 1,228 | — | (22 | ) | ||||||||||||||||
Cash and cash equivalents, beginning of period | 3,551 | — | — | 757 | — | 4,308 | ||||||||||||||||||
Cash and cash equivalents, end of period | $ | 2,301 | $ | — | $ | — | $ | 1,985 | $ | — | $ | 4,286 | ||||||||||||
PRO_FORMA_FINANCIAL_INFORMATIO1
PRO FORMA FINANCIAL INFORMATION (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
PRO FORMA FINANCIAL INFORMATION [Abstract] | |||||||||
Schedule of Pro Forma Information | This pro forma information does not purport to represent what the actual results of operations of the Company would have been had these acquisitions occurred on January 1, 2013, nor does it purport to predict the results of operations for future periods. | ||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(in thousands, except share and per share amounts) | |||||||||
Revenues | $ | 55,572 | $ | 42,322 | |||||
Depreciation and amortization | 14,150 | 9,702 | |||||||
Net income (loss) attributable to common stockholders | 16,889 | (8,467 | ) | ||||||
Net income (loss) attributable to common stockholders, per: | |||||||||
Basic common share | $ | 0.29 | $ | (0.22 | ) | ||||
Diluted common share | $ | 0.28 | $ | (0.22 | ) | ||||
Weighted-average number of common shares outstanding, basic | 59,185,225 | 38,968,403 | |||||||
Weighted-average number of common shares outstanding, diluted | 59,559,253 | 38,968,403 | |||||||
REAL_ESTATE_PROPERTIES_HELD_FO2
REAL ESTATE PROPERTIES HELD FOR INVESTMENT - Schedule of Real Estate Properties Held for Investment (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Real Estate Properties [Line Items] | ||
Building and improvements | $1,552,220 | $1,551,548 |
Furniture and equipment | 82,815 | 82,812 |
Land improvements | 3,646 | 3,646 |
Land | 193,793 | 193,793 |
Total Real Estate at Cost | 1,832,474 | 1,831,799 |
Accumulated Depreciation | -199,767 | -185,994 |
Total Real Estate Investments, Net | 1,632,707 | 1,645,805 |
Operating Segments [Member] | ||
Real Estate Properties [Line Items] | ||
Number of Properties | 160 | 160 |
Number of Beds/Units | 16,718 | 16,718 |
Total Real Estate at Cost | 1,832,206 | 1,831,534 |
Accumulated Depreciation | -199,549 | -185,789 |
Total Real Estate Investments, Net | 1,632,657 | 1,645,745 |
Skilled Nursing/Transitional Care Facilities [Member] | ||
Real Estate Properties [Line Items] | ||
Number of Properties | 104 | 103 |
Number of Beds/Units | 11,396 | 11,336 |
Total Real Estate at Cost | 855,049 | 851,252 |
Accumulated Depreciation | -159,647 | -151,978 |
Total Real Estate Investments, Net | 695,402 | 699,274 |
Senior Housing [Member] | ||
Real Estate Properties [Line Items] | ||
Number of Properties | 54 | 55 |
Number of Beds/Units | 5,198 | 5,258 |
Total Real Estate at Cost | 801,350 | 804,475 |
Accumulated Depreciation | -27,127 | -22,487 |
Total Real Estate Investments, Net | 774,223 | 781,988 |
Acute Care Hospital [Member] | ||
Real Estate Properties [Line Items] | ||
Number of Properties | 2 | 2 |
Number of Beds/Units | 124 | 124 |
Total Real Estate at Cost | 175,807 | 175,807 |
Accumulated Depreciation | -12,775 | -11,324 |
Total Real Estate Investments, Net | 163,032 | 164,483 |
Corporate [Member] | ||
Real Estate Properties [Line Items] | ||
Total Real Estate at Cost | 268 | 265 |
Accumulated Depreciation | -218 | -205 |
Total Real Estate Investments, Net | $50 | $60 |
REAL_ESTATE_PROPERTIES_HELD_FO3
REAL ESTATE PROPERTIES HELD FOR INVESTMENT - Schedule of Real Estate Properties Held for Investment (Footnote) (Details) (Skilled Nursing Transitional Care Facilities [Member]) | Mar. 31, 2015 | Dec. 31, 2014 |
Facilitiy | Facilitiy | |
Real Estate Properties [Line Items] | ||
Number of properties converted | 104 | 103 |
Genesis Healthcare, Inc [Member] | ||
Real Estate Properties [Line Items] | ||
Number of properties converted | 1 |
REAL_ESTATE_PROPERTIES_HELD_FO4
REAL ESTATE PROPERTIES HELD FOR INVESTMENT - Narrative (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Feb. 14, 2014 | Oct. 22, 2013 | Jun. 30, 2014 | Dec. 31, 2014 | |
Real Estate Properties [Line Items] | ||||||
Adjustment to increase contingent consideration liability | ($100,000) | $300,000 | ||||
Weighted average lease expiration period | 10 years | |||||
Security deposit liability | 400,000 | 400,000 | ||||
Nye Portfolio [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Number of acquired properties, payments | 90,000,000 | |||||
Contingent consideration liability | 4,000,000 | 3,200,000 | ||||
Adjustment to increase contingent consideration liability | 100,000 | |||||
Nye Portfolio [Member] | Skilled Nursing Transitional Care Facilities [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Number of acquired properties | 4 | |||||
Nye Portfolio [Member] | Senior Housing Facilities [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Number of acquired properties | 2 | |||||
Forest Park Medical Center - Frisco [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Contingent consideration liability | 0 | 7,300,000 | ||||
Purchase price | 119,800,000 | |||||
Purchase price held in escrow | 10,500,000 | |||||
Purchase price held in escrow, period | 20 months | |||||
Annual fee during escrow period | 500,000 | |||||
Amount released from escrow | 5,300,000 | |||||
Amount remaining in escrow | 5,200,000 | |||||
Adjustment to contingent consideration liability | $0 | |||||
Forest Park Medical Center - Frisco [Member] | Acute Care Hospital [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Number of acquired properties | 1 | |||||
Operating Segments [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Number of Properties | 160 | 160 | ||||
Genesis Healthcare, Inc [Member] | Operating Segments [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Number of Properties | 81 | |||||
Minimum [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Lease expiration period | 2 years | |||||
Maximum [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Lease expiration period | 18 years |
REAL_ESTATE_PROPERTIES_HELD_FO5
REAL ESTATE PROPERTIES HELD FOR INVESTMENT - Schedule of Future Minimum Rental Payments Receivable for Operating Leases (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
April 1, 2015 through December 31, 2015 | $131,801 |
2016 | 180,904 |
2017 | 185,745 |
2018 | 190,603 |
2019 | 196,153 |
Thereafter | 1,237,606 |
Total | $2,122,812 |
LOANS_RECEIVABLE_AND_OTHER_INV2
LOANS RECEIVABLE AND OTHER INVESTMENTS - Schedule of Loans Receivable and Other Investments (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | loan | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans Receivable, Quantity | 14 | |
Loans Receivable, Principal Balance | $240,363 | |
Loans Receivable, Book Value | 241,132 | 235,176 |
Loans Receivable, Weighted Average Contractual Interest Rate / Rate of Return | 8.40% | |
Loans Receivable, Weighted Average Annualized Effective Interest Rate / Rate of Return | 8.20% | |
Preferred Equity Investment, Quantity | 6 | |
Preferred Equity Investment, Principal Balance | 16,919 | 16,125 |
Preferred Equity Investment, Book Value | 17,214 | 16,407 |
Preferred Equity Investment, Weighted Average Contractual Interest Rate / Rate of Return | 12.50% | |
Preferred Equity Investment, Weighted Average Annualized Effective Interest Rate / Rate of Return | 12.50% | |
Total Investments, Quantity | 20 | |
Total Investments, Principal Balance | 257,282 | |
Total Investments, Book Value | 258,346 | 251,583 |
Total Investments, Weighted Average Contractual Interest Rate / Rate of Return | 8.70% | |
Total Investments, Weighted Average Annualized Effective Interest Rate / Rate of Return | 8.50% | |
Mortgage Loans Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans Receivable, Quantity | 5 | |
Loans Receivable, Principal Balance | 148,937 | |
Loans Receivable, Book Value | 149,295 | 144,383 |
Loans Receivable, Weighted Average Contractual Interest Rate / Rate of Return | 8.30% | |
Loans Receivable, Weighted Average Annualized Effective Interest Rate / Rate of Return | 8.20% | |
Construction Mortgage Loans [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans Receivable, Quantity | 3 | |
Loans Receivable, Principal Balance | 68,298 | |
Loans Receivable, Book Value | 68,561 | 65,525 |
Loans Receivable, Weighted Average Contractual Interest Rate / Rate of Return | 7.60% | |
Loans Receivable, Weighted Average Annualized Effective Interest Rate / Rate of Return | 7.50% | |
Mezzanine Investments [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans Receivable, Quantity | 2 | |
Loans Receivable, Principal Balance | 19,819 | |
Loans Receivable, Book Value | 19,879 | 21,491 |
Loans Receivable, Weighted Average Contractual Interest Rate / Rate of Return | 11.30% | |
Loans Receivable, Weighted Average Annualized Effective Interest Rate / Rate of Return | 11.10% | |
Pre-Development Loans [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans Receivable, Quantity | 4 | |
Loans Receivable, Principal Balance | 3,309 | |
Loans Receivable, Book Value | $3,397 | $3,777 |
Loans Receivable, Weighted Average Contractual Interest Rate / Rate of Return | 9.00% | |
Loans Receivable, Weighted Average Annualized Effective Interest Rate / Rate of Return | 8.00% |
DEBT_Schedule_of_Long_Term_Deb
DEBT - Schedule of Long Term Debt - Mortgage Notes (Details) (Mortgage Indebtedness [Member], USD $) | Mar. 31, 2015 | Feb. 28, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | |||
Weighted Average Effective Interest Rate | 3.98% | 4.39% | |
Fixed Rate Mortgages [Member] | |||
Debt Instrument [Line Items] | |||
Book Value | 123,325 | $124,022 | |
Weighted Average Effective Interest Rate | 3.77% |
DEBT_Narrative_Details
DEBT - Narrative (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||||||
Mar. 31, 2015 | Mar. 31, 2014 | Feb. 11, 2014 | Jan. 08, 2014 | Oct. 10, 2014 | Dec. 31, 2014 | Sep. 10, 2014 | Feb. 28, 2015 | Jan. 21, 2014 | |
Debt Instrument [Line Items] | |||||||||
Amount of unamortized deferred financing costs written off | $500,000 | ||||||||
Debt, aggregate principal amount | 1,049,325,000 | ||||||||
Payments made to noteholders for early redemption | 0 | -22,134,000 | |||||||
Revolving credit facility | 26,000,000 | 68,000,000 | |||||||
Interest expense | 13,880,000 | 11,134,000 | |||||||
Deferred financing costs amortization included in interest expense | 1,261,000 | 945,000 | |||||||
Accrued interest | 9,000,000 | 13,200,000 | |||||||
Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Optional extension period | 1 year | ||||||||
Interest expense | 200,000 | ||||||||
Unused facility fees | 400,000 | ||||||||
Senior Unsecured Notes due 2021 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 5.50% | ||||||||
Senior Unsecured Notes Due 2023 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 5.38% | ||||||||
Senior Notes due 2018 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 8.13% | ||||||||
Debt, aggregate principal amount | 211,300,000 | ||||||||
Amount retired | 400,000 | 210,900,000 | |||||||
Redemption premium | 109.49% | 109.84% | |||||||
Tender off and redemption related costs and write-offs | 21,600,000 | ||||||||
Payments made to noteholders for early redemption | 20,800,000 | ||||||||
Write-offs associated with unamortized deferred financing and premium costs | 800,000 | ||||||||
2014 Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | 650,000,000 | ||||||||
Accordion feature, additional capacity | 100,000,000 | ||||||||
Term loan | 200,000,000 | ||||||||
Interest rate cap contract term | 5 years | ||||||||
Optional extension period | 1 year | ||||||||
Revolving credit facility | 26,000,000 | ||||||||
Available borrowing capacity | 424,000,000 | ||||||||
Interest rate | 2.28% | ||||||||
2014 Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Annum percent unused borrowing fee | 0.25% | ||||||||
2014 Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Annum percent unused borrowing fee | 0.35% | ||||||||
Mortgage Indebtedness [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of mortgage notes | 6 | ||||||||
Mortgage, face amount | 59,200,000 | 44,800,000 | |||||||
Weighted average interest rate | 3.98% | 4.39% | |||||||
Interest rate | 4.25% | ||||||||
Debt, aggregate principal amount | $123,325,000 | ||||||||
Mortgage Indebtedness [Member] | Fixed Rate Mortgages [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Weighted average interest rate | 3.77% | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | 2014 Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.00% |
DEBT_Schedule_of_Long_Term_Deb1
DEBT - Schedule of Long Term Debt - Senior Unsecured Notes (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Principal Balance | $700,000 | $700,000 |
Senior Unsecured Notes due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Balance | 500,000 | 500,000 |
Senior Unsecured Notes Due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Balance | $200,000 | $200,000 |
DEBT_Schedule_of_Long_Term_Deb2
DEBT - Schedule of Long Term Debt - Senior Unsecured Notes (Footnote) (Details) (Senior Notes [Member], USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Debt discount not included in outstanding principal balance | $0.70 |
DEBT_Schedule_of_Maturities_of
DEBT - Schedule of Maturities of Debt (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Debt Instrument [Line Items] | |
April 1, 2015 through December 31, 2015 | $2,102 |
2016 | 2,987 |
2017 | 3,083 |
2018 | 229,182 |
2019 | 3,284 |
Thereafter | 808,687 |
Total | 1,049,325 |
Mortgage Indebtedness [Member] | |
Debt Instrument [Line Items] | |
April 1, 2015 through December 31, 2015 | 2,102 |
2016 | 2,987 |
2017 | 3,083 |
2018 | 3,182 |
2019 | 3,284 |
Thereafter | 108,687 |
Total | 123,325 |
Senior Notes [Member] | |
Debt Instrument [Line Items] | |
April 1, 2015 through December 31, 2015 | 0 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
2019 | 0 |
Thereafter | 700,000 |
Total | 700,000 |
Revolving Credit Facility and Term Loan [Member] | |
Debt Instrument [Line Items] | |
April 1, 2015 through December 31, 2015 | 0 |
2016 | 0 |
2017 | 0 |
2018 | 226,000 |
2019 | 0 |
Thereafter | 0 |
Total | $226,000 |
DEBT_Schedule_of_Maturities_of1
DEBT - Schedule of Maturities of Debt (Footnote) (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Debt discount not included in outstanding principal balance | 0.7 |
Revolving Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Optional extension period | 1 year |
DERIVATIVE_INSTRUMENTS_Narrati
DERIVATIVE INSTRUMENTS - Narrative (Details) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended |
Oct. 10, 2014 | Dec. 31, 2015 | Mar. 31, 2015 | |
Derivative [Line Items] | |||
Interest rate cap purchase price | $6,200,000 | ||
Variable rate borrowings | 200,000,000 | 200,000,000 | |
Scenario, Forecast [Member] | |||
Derivative [Line Items] | |||
Losses in accumulated other comprehensive loss | 70,000 | ||
Interest Rate Cap [Member] | |||
Derivative [Line Items] | |||
Fair value adjustment of interest rate cap | -1,500,000 | ||
Fair value of interest rate cap | $3,100,000 |
DERIVATIVE_INSTRUMENTS_Summary
DERIVATIVE INSTRUMENTS - Summary of the Effect on the Fair Value of the Interest Rate Cap as a Result of Movements in the Interest Rate Market (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Effects of Change in Interest Rates, Increase of 50 Basis Points in Interest Rates | $1,947 |
Effects of Change in Interest Rates, Decrease of 50 Basis Points in Interest Rates | -1,511 |
Effects of Change in Interest Rates, Increase of 100 Basis Points in Interest Rates | 4,284 |
Effects of Change in Interest Rates, Decrease of 100 Basis Points in Interest Rates | ($2,522) |
FAIR_VALUE_DISCLOSURES_Summary
FAIR VALUE DISCLOSURES - Summary of Face Values, Carrying Amounts and Fair Values of Financial Instruments (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable, Face Value | $240,363 | $234,359 |
Preferred equity investment, Face Value | 16,919 | 16,125 |
Carrying Amount [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 241,132 | 235,176 |
Preferred equity investments | 17,214 | 16,407 |
Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 241,860 | 234,227 |
Preferred equity investments | 17,638 | 17,115 |
Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities, Face Value | 700,000 | 700,000 |
Senior Notes [Member] | Carrying Amount [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 699,298 | 699,272 |
Senior Notes [Member] | Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 744,500 | 723,625 |
Mortgage indebtedness [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities, Face Value | 123,325 | 124,022 |
Mortgage indebtedness [Member] | Carrying Amount [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 123,325 | 124,022 |
Mortgage indebtedness [Member] | Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | $118,471 | $122,131 |
FAIR_VALUE_DISCLOSURES_Schedul
FAIR VALUE DISCLOSURES - Schedule of Inputs used for Carrying Amounts which do not Approximate Fair Value with Valuation Methods (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | $0 | |
Preferred equity investments | 0 | |
Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 0 | |
Preferred equity investments | 0 | |
Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 241,860 | |
Preferred equity investments | 17,638 | |
Total [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 241,860 | 234,227 |
Preferred equity investments | 17,638 | 17,115 |
Total [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 241,860 | |
Preferred equity investments | 17,638 | |
Senior Notes [Member] | Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Senior Notes [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 744,500 | |
Senior Notes [Member] | Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Senior Notes [Member] | Total [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 744,500 | 723,625 |
Senior Notes [Member] | Total [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 744,500 | |
Mortgage indebtedness [Member] | Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Mortgage indebtedness [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Mortgage indebtedness [Member] | Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 118,471 | |
Mortgage indebtedness [Member] | Total [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 118,471 | 122,131 |
Mortgage indebtedness [Member] | Total [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | $118,471 |
FAIR_VALUE_DISCLOSURES_Schedul1
FAIR VALUE DISCLOSURES - Schedule of Amounts Measured at Fair Value (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | $4,000 | |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 4,000 | 3,900 |
Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate cap | 0 | |
Contingent consideration liability | 0 | |
Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate cap | 3,073 | |
Contingent consideration liability | 0 | |
Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate cap | 0 | |
Contingent consideration liability | 4,000 | |
Total [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate cap | 3,073 | |
Contingent consideration liability | $4,000 |
FAIR_VALUE_DISCLOSURES_Narrati
FAIR VALUE DISCLOSURES - Narrative (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration liability | $4,000 | |
Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration liability | $4,000 | $3,900 |
FAIR_VALUE_DISCLOSURES_Schedul2
FAIR VALUE DISCLOSURES - Schedule of Reconciliation for Contingent Consideration Liability Recorded at Fair Value using Level 3 Inputs (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance as of March 31, 2015 | $4,000,000 |
Level 3 [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance as of December 31, 2014 | 3,900,000 |
Increase in contingent liability | 100,000 |
Balance as of March 31, 2015 | $4,000,000 |
EQUITY_Narrative_Details
EQUITY - Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||||||
Dec. 01, 2014 | Oct. 03, 2014 | 12-May-14 | Mar. 21, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 01, 2014 | |
Equity [Line Items] | ||||||||
Preferred stock, shares issued (in shares) | 5,800,000 | 5,750,000 | 5,750,000 | |||||
Preferred stock, dividend rate, percentage | 7.13% | |||||||
Price per share (in dollars per share) | $24.25 | $28.35 | $25 | |||||
Preferred stock, net proceeds from offering | $138,300,000 | |||||||
Preferred stock, dividends in arrears | 0 | |||||||
Redemption share price (in dollars per share) | $25 | |||||||
Convertible preferred stock, conversion price (in dollars per share) | $25 | |||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 1.7864 | |||||||
Common stock issuance (in shares) | 6,900,000 | 8,100,000 | ||||||
Common stock, net proceeds from offering | 160,600,000 | 219,100,000 | -7,587,000 | -648,000 | ||||
Number of shares sold to underwriters upon exercise of option to purchase additional shares (in shares) | 900,000 | 1,100,000 | ||||||
Tax withholding obligations on behalf of employees | 4,700,000 | |||||||
Common stock, par value (in dollars per share) | $0.01 | $0.01 | $0.01 | $0.01 | ||||
Sales commissions, percent of gross proceeds | 2.00% | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Equity [Line Items] | ||||||||
Shares issued as a result of restricted stock unit vestings (in shares) | 200,000 | |||||||
2014 ATM Program [Member] | ||||||||
Equity [Line Items] | ||||||||
Common stock issuance (in shares) | 0 | |||||||
Aggregate gross proceeds, up to | 200,000,000 | |||||||
Shares available for sale, amount | $76,500,000 |
EQUITY_Schedule_of_Cash_Divide
EQUITY - Schedule of Cash Dividends on Common Stock Declared and Paid (Details) (USD $) | 0 Months Ended | 3 Months Ended | |
Jan. 12, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | |
Equity [Abstract] | |||
Common dividends (in dollars per share) | $0.39 | $0.39 | $0.36 |
EARNINGS_PER_COMMON_SHARE_Sche
EARNINGS PER COMMON SHARE - Schedule of the Computation of Basic and Diluted Earnings Per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Numerator | ||
Net income (loss) attributable to common stockholders | $16,889 | ($9,864) |
Denominator | ||
Basic weighted average common shares (in shares) | 59,185,225 | 38,968,403 |
Dilutive restricted stock units (in shares) | 374,028 | 0 |
Diluted weighted average common shares (in shares) | 59,559,253 | 38,968,403 |
Net income (loss) attributable to common stockholders, per: | ||
Basic common share (in dollars per share) | $0.29 | ($0.25) |
Diluted common share (in dollars per share) | $0.28 | ($0.25) |
EARNINGS_PER_COMMON_SHARE_Narr
EARNINGS PER COMMON SHARE - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options outstanding | 0 | |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive stock | 300 | 38,000 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive stock | 0 |
SUMMARIZED_CONDENSED_CONSOLIDA2
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - Condensed Consolidating Balance Sheet (unaudited) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Assets | ||||
Real estate investments, net of accumulated depreciation | $1,632,707 | $1,645,805 | ||
Loans receivable and other investments, net | 258,346 | 251,583 | ||
Cash and cash equivalents | 4,171 | 61,793 | 4,286 | 4,308 |
Restricted cash | 6,948 | 7,024 | ||
Prepaid expenses, deferred financing costs and other assets, net | 102,325 | 98,687 | ||
Intercompany | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Total assets | 2,004,497 | 2,064,892 | ||
Liabilities | ||||
Mortgage notes | 123,325 | 124,022 | ||
Revolving credit facility | 26,000 | 68,000 | ||
Term loan | 200,000 | 200,000 | ||
Senior unsecured notes | 699,298 | 699,272 | ||
Accounts payable and accrued liabilities | 23,720 | 31,775 | ||
Intercompany | 0 | 0 | ||
Total liabilities | 1,072,343 | 1,123,069 | ||
Total Sabra Health Care REIT, Inc. stockholders' equity | 932,208 | 941,866 | ||
Noncontrolling interests | -54 | -43 | ||
Total equity | 932,154 | 941,823 | 438,723 | 460,164 |
Total liabilities and equity | 2,004,497 | 2,064,892 | ||
Parent Company [Member] | ||||
Assets | ||||
Real estate investments, net of accumulated depreciation | 50 | 60 | ||
Loans receivable and other investments, net | 0 | 0 | ||
Cash and cash equivalents | 1,805 | 58,799 | 2,301 | 3,551 |
Restricted cash | 0 | 0 | ||
Prepaid expenses, deferred financing costs and other assets, net | 1,153 | 586 | ||
Intercompany | 379,217 | 444,499 | ||
Investment in subsidiaries | 558,045 | 447,916 | ||
Total assets | 940,270 | 951,860 | ||
Liabilities | ||||
Mortgage notes | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Term loan | 0 | 0 | ||
Senior unsecured notes | 0 | 0 | ||
Accounts payable and accrued liabilities | 8,062 | 9,994 | ||
Intercompany | 0 | 0 | ||
Total liabilities | 8,062 | 9,994 | ||
Total Sabra Health Care REIT, Inc. stockholders' equity | 932,208 | 941,866 | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 932,208 | 941,866 | ||
Total liabilities and equity | 940,270 | 951,860 | ||
Issuers [Member] | ||||
Assets | ||||
Real estate investments, net of accumulated depreciation | 0 | 0 | ||
Loans receivable and other investments, net | 0 | 0 | ||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Restricted cash | 0 | 0 | ||
Prepaid expenses, deferred financing costs and other assets, net | 25,041 | 27,803 | ||
Intercompany | 787,986 | 757,676 | ||
Investment in subsidiaries | 679,121 | 642,611 | ||
Total assets | 1,492,148 | 1,428,090 | ||
Liabilities | ||||
Mortgage notes | 0 | 0 | ||
Revolving credit facility | 26,000 | 68,000 | ||
Term loan | 200,000 | 200,000 | ||
Senior unsecured notes | 699,298 | 699,272 | ||
Accounts payable and accrued liabilities | 8,805 | 12,902 | ||
Intercompany | 0 | 0 | ||
Total liabilities | 934,103 | 980,174 | ||
Total Sabra Health Care REIT, Inc. stockholders' equity | 558,045 | 447,916 | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 558,045 | 447,916 | ||
Total liabilities and equity | 1,492,148 | 1,428,090 | ||
Combined Guarantor Subsidiaries [Member] | ||||
Assets | ||||
Real estate investments, net of accumulated depreciation | 1,494,137 | 1,505,974 | ||
Loans receivable and other investments, net | 258,346 | 251,583 | ||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Restricted cash | 160 | 160 | ||
Prepaid expenses, deferred financing costs and other assets, net | 67,430 | 62,325 | ||
Intercompany | 0 | 0 | ||
Investment in subsidiaries | 25,512 | 25,057 | ||
Total assets | 1,845,585 | 1,845,099 | ||
Liabilities | ||||
Mortgage notes | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Term loan | 0 | 0 | ||
Senior unsecured notes | 0 | 0 | ||
Accounts payable and accrued liabilities | 5,977 | 7,422 | ||
Intercompany | 1,165,099 | 1,198,779 | ||
Total liabilities | 1,171,076 | 1,206,201 | ||
Total Sabra Health Care REIT, Inc. stockholders' equity | 674,509 | 638,898 | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 674,509 | 638,898 | ||
Total liabilities and equity | 1,845,585 | 1,845,099 | ||
Combined Non-Guarantor Subsidiaries [Member] | ||||
Assets | ||||
Real estate investments, net of accumulated depreciation | 138,520 | 139,771 | ||
Loans receivable and other investments, net | 0 | 0 | ||
Cash and cash equivalents | 2,366 | 2,994 | 1,985 | 757 |
Restricted cash | 6,788 | 6,864 | ||
Prepaid expenses, deferred financing costs and other assets, net | 8,701 | 7,973 | ||
Intercompany | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Total assets | 156,375 | 157,602 | ||
Liabilities | ||||
Mortgage notes | 123,325 | 124,022 | ||
Revolving credit facility | 0 | 0 | ||
Term loan | 0 | 0 | ||
Senior unsecured notes | 0 | 0 | ||
Accounts payable and accrued liabilities | 876 | 1,457 | ||
Intercompany | 2,104 | 3,396 | ||
Total liabilities | 126,305 | 128,875 | ||
Total Sabra Health Care REIT, Inc. stockholders' equity | 30,124 | 28,770 | ||
Noncontrolling interests | -54 | -43 | ||
Total equity | 30,070 | 28,727 | ||
Total liabilities and equity | 156,375 | 157,602 | ||
Elimination [Member] | ||||
Assets | ||||
Real estate investments, net of accumulated depreciation | 0 | 0 | ||
Loans receivable and other investments, net | 0 | 0 | ||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Restricted cash | 0 | 0 | ||
Prepaid expenses, deferred financing costs and other assets, net | 0 | 0 | ||
Intercompany | -1,167,203 | -1,202,175 | ||
Investment in subsidiaries | -1,262,678 | -1,115,584 | ||
Total assets | -2,429,881 | -2,317,759 | ||
Liabilities | ||||
Mortgage notes | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Term loan | 0 | 0 | ||
Senior unsecured notes | 0 | 0 | ||
Accounts payable and accrued liabilities | 0 | 0 | ||
Intercompany | -1,167,203 | -1,202,175 | ||
Total liabilities | -1,167,203 | -1,202,175 | ||
Total Sabra Health Care REIT, Inc. stockholders' equity | -1,262,678 | -1,115,584 | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | -1,262,678 | -1,115,584 | ||
Total liabilities and equity | ($2,429,881) | ($2,317,759) |
SUMMARIZED_CONDENSED_CONSOLIDA3
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - Condensed Consolidating Statement of Income (unaudited) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
Rental income | $49,505 | $36,093 |
Interest and other income | 6,067 | 4,757 |
Total revenues | 55,572 | 40,850 |
Expenses: | ||
Depreciation and amortization | 14,150 | 9,350 |
Interest | 13,880 | 11,134 |
General and administrative | 8,003 | 5,853 |
Total expenses | 36,033 | 26,337 |
Loss on extinguishment of debt | 0 | -22,134 |
Other (expense) income | -100 | 300 |
Total other expense | -100 | -21,834 |
(Loss) income in subsidiaries | 0 | 0 |
Net income (loss) | 19,439 | -7,321 |
Net loss attributable to noncontrolling interests | 11 | 18 |
Net income (loss) attributable to Sabra Health Care REIT, Inc. | 19,450 | -7,303 |
Preferred stock dividends | -2,561 | -2,561 |
Net income (loss) attributable to common stockholders | 16,889 | -9,864 |
Net income (loss) attributable to common stockholders, per: | ||
Basic common share (in dollars per share) | $0.29 | ($0.25) |
Diluted common share (in dollars per share) | $0.28 | ($0.25) |
Weighted-average number of common shares outstanding, basic (in shares) | 59,185,225 | 38,968,403 |
Weighted-average number of common shares outstanding, diluted (in shares) | 59,559,253 | 38,968,403 |
Parent Company [Member] | ||
Revenues: | ||
Rental income | 0 | 0 |
Interest and other income | 1 | 4 |
Total revenues | 1 | 4 |
Expenses: | ||
Depreciation and amortization | 13 | 13 |
Interest | 0 | 0 |
General and administrative | 5,438 | 4,692 |
Total expenses | 5,451 | 4,705 |
Loss on extinguishment of debt | 0 | |
Other (expense) income | 0 | 0 |
Total other expense | 0 | 0 |
(Loss) income in subsidiaries | 24,900 | -2,602 |
Net income (loss) | 19,450 | -7,303 |
Net loss attributable to noncontrolling interests | 0 | 0 |
Net income (loss) attributable to Sabra Health Care REIT, Inc. | 19,450 | -7,303 |
Preferred stock dividends | -2,561 | -2,561 |
Net income (loss) attributable to common stockholders | 16,889 | -9,864 |
Issuers [Member] | ||
Revenues: | ||
Rental income | 0 | 0 |
Interest and other income | 0 | 0 |
Total revenues | 0 | 0 |
Expenses: | ||
Depreciation and amortization | 0 | 0 |
Interest | 12,550 | 7,790 |
General and administrative | 0 | 1 |
Total expenses | 12,550 | 7,791 |
Loss on extinguishment of debt | -21,619 | |
Other (expense) income | 0 | 0 |
Total other expense | 0 | -21,619 |
(Loss) income in subsidiaries | 37,450 | 26,808 |
Net income (loss) | 24,900 | -2,602 |
Net loss attributable to noncontrolling interests | 0 | 0 |
Net income (loss) attributable to Sabra Health Care REIT, Inc. | 24,900 | -2,602 |
Preferred stock dividends | 0 | 0 |
Net income (loss) attributable to common stockholders | 24,900 | -2,602 |
Combined Guarantor Subsidiaries [Member] | ||
Revenues: | ||
Rental income | 44,601 | 28,777 |
Interest and other income | 5,384 | 4,092 |
Total revenues | 49,985 | 32,869 |
Expenses: | ||
Depreciation and amortization | 12,702 | 7,420 |
Interest | 0 | 1,874 |
General and administrative | 2,023 | 444 |
Total expenses | 14,725 | 9,738 |
Loss on extinguishment of debt | 0 | |
Other (expense) income | -100 | 300 |
Total other expense | -100 | 300 |
(Loss) income in subsidiaries | 1,395 | 1,341 |
Net income (loss) | 36,555 | 24,772 |
Net loss attributable to noncontrolling interests | 0 | 0 |
Net income (loss) attributable to Sabra Health Care REIT, Inc. | 36,555 | 24,772 |
Preferred stock dividends | 0 | 0 |
Net income (loss) attributable to common stockholders | 36,555 | 24,772 |
Combined Non-Guarantor Subsidiaries [Member] | ||
Revenues: | ||
Rental income | 4,904 | 7,316 |
Interest and other income | 682 | 661 |
Total revenues | 5,586 | 7,977 |
Expenses: | ||
Depreciation and amortization | 1,435 | 1,917 |
Interest | 1,330 | 1,470 |
General and administrative | 542 | 716 |
Total expenses | 3,307 | 4,103 |
Loss on extinguishment of debt | -515 | |
Other (expense) income | 0 | 0 |
Total other expense | 0 | -515 |
(Loss) income in subsidiaries | 0 | 0 |
Net income (loss) | 2,279 | 3,359 |
Net loss attributable to noncontrolling interests | 11 | 18 |
Net income (loss) attributable to Sabra Health Care REIT, Inc. | 2,290 | 3,377 |
Preferred stock dividends | 0 | 0 |
Net income (loss) attributable to common stockholders | 2,290 | 3,377 |
Elimination [Member] | ||
Revenues: | ||
Rental income | 0 | 0 |
Interest and other income | 0 | 0 |
Total revenues | 0 | 0 |
Expenses: | ||
Depreciation and amortization | 0 | 0 |
Interest | 0 | 0 |
General and administrative | 0 | 0 |
Total expenses | 0 | 0 |
Loss on extinguishment of debt | 0 | |
Other (expense) income | 0 | 0 |
Total other expense | 0 | 0 |
(Loss) income in subsidiaries | -63,745 | -25,547 |
Net income (loss) | -63,745 | -25,547 |
Net loss attributable to noncontrolling interests | 0 | 0 |
Net income (loss) attributable to Sabra Health Care REIT, Inc. | -63,745 | -25,547 |
Preferred stock dividends | 0 | 0 |
Net income (loss) attributable to common stockholders | ($63,745) | ($25,547) |
SUMMARIZED_CONDENSED_CONSOLIDA4
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - Condensed Consolidating Statement of Comprehensive Income (unaudited) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | $19,439 | ($7,321) |
Unrealized loss on cash flow hedge | -1,545 | 0 |
Comprehensive income (loss) | 17,894 | -7,321 |
Comprehensive loss attributable to noncontrolling interest | 11 | 18 |
Comprehensive income (loss) attributable to Sabra Health Care REIT, Inc. | 17,905 | -7,303 |
Parent Company [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | 19,450 | -7,303 |
Unrealized loss on cash flow hedge | 0 | |
Comprehensive income (loss) | 19,450 | |
Comprehensive loss attributable to noncontrolling interest | 0 | |
Comprehensive income (loss) attributable to Sabra Health Care REIT, Inc. | 19,450 | |
Issuers [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | 24,900 | -2,602 |
Unrealized loss on cash flow hedge | -1,545 | |
Comprehensive income (loss) | 23,355 | |
Comprehensive loss attributable to noncontrolling interest | 0 | |
Comprehensive income (loss) attributable to Sabra Health Care REIT, Inc. | 23,355 | |
Combined Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | 36,555 | 24,772 |
Unrealized loss on cash flow hedge | 0 | |
Comprehensive income (loss) | 36,555 | |
Comprehensive loss attributable to noncontrolling interest | 0 | |
Comprehensive income (loss) attributable to Sabra Health Care REIT, Inc. | 36,555 | |
Combined Non-Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | 2,279 | 3,359 |
Unrealized loss on cash flow hedge | 0 | |
Comprehensive income (loss) | 2,279 | |
Comprehensive loss attributable to noncontrolling interest | 11 | |
Comprehensive income (loss) attributable to Sabra Health Care REIT, Inc. | 2,290 | |
Elimination [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | -63,745 | -25,547 |
Unrealized loss on cash flow hedge | 0 | |
Comprehensive income (loss) | -63,745 | |
Comprehensive loss attributable to noncontrolling interest | 0 | |
Comprehensive income (loss) attributable to Sabra Health Care REIT, Inc. | ($63,745) |
SUMMARIZED_CONDENSED_CONSOLIDA5
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - Condensed Consolidating Statement of Cash Flows (unaudited) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $24,701 | $1,207 |
Cash flows from investing activities: | ||
Acquisitions of real estate | 0 | -108,650 |
Origination and fundings of loans receivable | -7,303 | -19,428 |
Preferred equity investments | -311 | -5 |
Additions to real estate | -675 | -56 |
Repayment of loans receivable | 2,052 | 0 |
Investment in subsidiaries | 0 | 0 |
Distribution from subsidiaries | 0 | |
Intercompany financing | 0 | 0 |
Net cash used in investing activities | -6,237 | -128,139 |
Cash flows from financing activities: | ||
Proceeds from issuance of senior unsecured notes | 0 | 350,000 |
Principal payments on senior unsecured notes | 0 | -211,250 |
Net (repayments) proceeds from revolving credit facility | -42,000 | 26,500 |
Proceeds from mortgage notes | 0 | 46,103 |
Principal payments on mortgage notes | -697 | -57,325 |
Payments of deferred financing costs | -130 | -9,873 |
Issuance of common stock | -7,587 | -648 |
Dividends paid on common and preferred stock | -25,672 | -16,597 |
Contribution from parent | 0 | 0 |
Distribution to parent | 0 | |
Intercompany financing | 0 | 0 |
Net cash (used in) provided by financing activities | -76,086 | 126,910 |
Net decrease in cash and cash equivalents | -57,622 | -22 |
Cash and cash equivalents, beginning of period | 61,793 | 4,308 |
Cash and cash equivalents, end of period | 4,171 | 4,286 |
Parent Company [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 23,502 | -10,795 |
Cash flows from investing activities: | ||
Acquisitions of real estate | 0 | |
Origination and fundings of loans receivable | 0 | 0 |
Preferred equity investments | 0 | 0 |
Additions to real estate | -3 | 0 |
Repayment of loans receivable | 0 | |
Investment in subsidiaries | -414 | -1,165 |
Distribution from subsidiaries | 1,355 | |
Intercompany financing | -48,175 | 27,955 |
Net cash used in investing activities | -47,237 | 26,790 |
Cash flows from financing activities: | ||
Proceeds from issuance of senior unsecured notes | 0 | |
Principal payments on senior unsecured notes | 0 | |
Net (repayments) proceeds from revolving credit facility | 0 | 0 |
Proceeds from mortgage notes | 0 | |
Principal payments on mortgage notes | 0 | 0 |
Payments of deferred financing costs | 0 | 0 |
Issuance of common stock | -7,587 | -648 |
Dividends paid on common and preferred stock | -25,672 | -16,597 |
Contribution from parent | 0 | 0 |
Distribution to parent | 0 | |
Intercompany financing | 0 | 0 |
Net cash (used in) provided by financing activities | -33,259 | -17,245 |
Net decrease in cash and cash equivalents | -56,994 | -1,250 |
Cash and cash equivalents, beginning of period | 58,799 | 3,551 |
Cash and cash equivalents, end of period | 1,805 | 2,301 |
Issuers [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Acquisitions of real estate | 0 | |
Origination and fundings of loans receivable | 0 | 0 |
Preferred equity investments | 0 | 0 |
Additions to real estate | 0 | 0 |
Repayment of loans receivable | 0 | |
Investment in subsidiaries | -414 | -1,165 |
Distribution from subsidiaries | 1,355 | |
Intercompany financing | -6,063 | -101,641 |
Net cash used in investing activities | -5,122 | -102,806 |
Cash flows from financing activities: | ||
Proceeds from issuance of senior unsecured notes | 350,000 | |
Principal payments on senior unsecured notes | -211,250 | |
Net (repayments) proceeds from revolving credit facility | -42,000 | 0 |
Proceeds from mortgage notes | 0 | |
Principal payments on mortgage notes | 0 | 0 |
Payments of deferred financing costs | -112 | -9,154 |
Issuance of common stock | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Contribution from parent | 414 | 1,165 |
Distribution to parent | -1,355 | |
Intercompany financing | 48,175 | -27,955 |
Net cash (used in) provided by financing activities | 5,122 | 102,806 |
Net decrease in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Combined Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Acquisitions of real estate | -108,650 | |
Origination and fundings of loans receivable | -7,303 | -19,428 |
Preferred equity investments | -311 | -5 |
Additions to real estate | -501 | -56 |
Repayment of loans receivable | 2,052 | |
Investment in subsidiaries | 0 | 0 |
Distribution from subsidiaries | 0 | |
Intercompany financing | 0 | 0 |
Net cash used in investing activities | -6,063 | -128,139 |
Cash flows from financing activities: | ||
Proceeds from issuance of senior unsecured notes | 0 | |
Principal payments on senior unsecured notes | 0 | |
Net (repayments) proceeds from revolving credit facility | 0 | 26,500 |
Proceeds from mortgage notes | 0 | |
Principal payments on mortgage notes | 0 | 0 |
Payments of deferred financing costs | 0 | -2 |
Issuance of common stock | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Contribution from parent | 0 | 0 |
Distribution to parent | 0 | |
Intercompany financing | 6,063 | 101,641 |
Net cash (used in) provided by financing activities | 6,063 | 128,139 |
Net decrease in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Combined Non-Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 1,199 | 12,002 |
Cash flows from investing activities: | ||
Acquisitions of real estate | 0 | |
Origination and fundings of loans receivable | 0 | 0 |
Preferred equity investments | 0 | 0 |
Additions to real estate | -171 | 0 |
Repayment of loans receivable | 0 | |
Investment in subsidiaries | 0 | 0 |
Distribution from subsidiaries | 0 | |
Intercompany financing | 0 | 0 |
Net cash used in investing activities | -171 | 0 |
Cash flows from financing activities: | ||
Proceeds from issuance of senior unsecured notes | 0 | |
Principal payments on senior unsecured notes | 0 | |
Net (repayments) proceeds from revolving credit facility | 0 | 0 |
Proceeds from mortgage notes | 46,103 | |
Principal payments on mortgage notes | -697 | -57,325 |
Payments of deferred financing costs | -18 | -717 |
Issuance of common stock | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Contribution from parent | 414 | 1,165 |
Distribution to parent | -1,355 | |
Intercompany financing | 0 | 0 |
Net cash (used in) provided by financing activities | -1,656 | -10,774 |
Net decrease in cash and cash equivalents | -628 | 1,228 |
Cash and cash equivalents, beginning of period | 2,994 | 757 |
Cash and cash equivalents, end of period | 2,366 | 1,985 |
Elimination [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Acquisitions of real estate | 0 | |
Origination and fundings of loans receivable | 0 | 0 |
Preferred equity investments | 0 | 0 |
Additions to real estate | 0 | 0 |
Repayment of loans receivable | 0 | |
Investment in subsidiaries | 828 | 2,330 |
Distribution from subsidiaries | -2,710 | |
Intercompany financing | 54,238 | 73,686 |
Net cash used in investing activities | 52,356 | 76,016 |
Cash flows from financing activities: | ||
Proceeds from issuance of senior unsecured notes | 0 | |
Principal payments on senior unsecured notes | 0 | |
Net (repayments) proceeds from revolving credit facility | 0 | 0 |
Proceeds from mortgage notes | 0 | |
Principal payments on mortgage notes | 0 | 0 |
Payments of deferred financing costs | 0 | 0 |
Issuance of common stock | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Contribution from parent | -828 | -2,330 |
Distribution to parent | 2,710 | |
Intercompany financing | -54,238 | -73,686 |
Net cash (used in) provided by financing activities | -52,356 | -76,016 |
Net decrease in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | $0 | $0 |
PRO_FORMA_FINANCIAL_INFORMATIO2
PRO FORMA FINANCIAL INFORMATION - Narrative (Details) (Series of Individually Immaterial Business Acquisitions [Member]) | 3 Months Ended |
Mar. 31, 2014 | |
Facilitiy | |
Skilled Nursing Transitional Care Facilities [Member] | |
Business Acquisition [Line Items] | |
Number of acquired properties | 6 |
Senior Housing Facilities [Member] | |
Business Acquisition [Line Items] | |
Number of acquired properties | 2 |
PRO_FORMA_FINANCIAL_INFORMATIO3
PRO FORMA FINANCIAL INFORMATION - Schedule of Pro Forma Information (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net income (loss) attributable to common stockholders, per: | ||
Weighted-average number of common shares outstanding, basic (in shares) | 59,185,225 | 38,968,403 |
Weighted-average number of common shares outstanding, diluted (in shares) | 59,559,253 | 38,968,403 |
Series of Individually Immaterial Business Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Revenues | 55,572 | 42,322 |
Depreciation and amortization | 14,150 | 9,702 |
Net income (loss) attributable to common stockholders | 16,889 | -8,467 |
Net income (loss) attributable to common stockholders, per: | ||
Basic common share (in dollars per share) | 0.29 | -0.22 |
Diluted common share (in dollars per share) | 0.28 | -0.22 |
SUBSEQUENT_EVENTS_Narrative_De
SUBSEQUENT EVENTS - Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | |
Jan. 12, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | 5-May-15 | |
Subsequent Event [Line Items] | ||||
Common dividends, declared (in dollars per share) | $0.39 | $0.39 | $0.36 | |
Subsequent Event [Member] | Dividend Declared [Member] | ||||
Subsequent Event [Line Items] | ||||
Common dividends, declared (in dollars per share) | $0.39 | |||
Preferred stock dividends, declared (in dollars per share) | $0.45 |