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 six months ended June 30, 2014. As of June 30, 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 June 30, 2015 (in thousands) (unaudited) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 44 $ — $ 1,766,502 $ 167,285 $ — $ 1,933,831 Loans receivable and other investments, net — — 278,507 — — 278,507 Cash and cash equivalents 2,455 — — 3,587 — 6,042 Restricted cash — — 160 6,933 — 7,093 Prepaid expenses, deferred financing costs and other assets, net 2,269 23,870 76,491 9,699 — 112,329 Intercompany 577,489 795,386 — — (1,372,875 ) — Investment in subsidiaries 495,905 712,059 27,023 — (1,234,987 ) — Total assets $ 1,078,162 $ 1,531,315 $ 2,148,683 $ 187,504 $ (2,607,862 ) $ 2,337,802 Liabilities Mortgage notes $ — $ — $ — $ 142,252 $ — $ 142,252 Revolving credit facility — 122,000 — — — 122,000 Term loans — 200,000 72,846 — — 272,846 Senior unsecured notes — 699,323 — — — 699,323 Accounts payable and accrued liabilities 7,291 14,087 8,406 789 — 30,573 Intercompany — — 1,360,918 11,957 (1,372,875 ) — Total liabilities 7,291 1,035,410 1,442,170 154,998 (1,372,875 ) 1,266,994 Total Sabra Health Care REIT, Inc. stockholders' equity 1,070,871 495,905 706,513 32,569 (1,234,987 ) 1,070,871 Noncontrolling interests — — — (63 ) — (63 ) Total equity 1,070,871 495,905 706,513 32,506 (1,234,987 ) 1,070,808 Total liabilities and equity $ 1,078,162 $ 1,531,315 $ 2,148,683 $ 187,504 $ (2,607,862 ) $ 2,337,802 CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2014 (in thousands) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 60 $ — $ 1,505,974 $ 139,771 $ — $ 1,645,805 Loans receivable and other investments, net — — 251,583 — — 251,583 Cash and cash equivalents 58,799 — — 2,994 — 61,793 Restricted cash — — 160 6,864 — 7,024 Prepaid expenses, deferred financing costs and other assets, net 586 27,803 62,325 7,973 — 98,687 Intercompany 444,499 757,676 — — (1,202,175 ) — Investment in subsidiaries 447,916 642,611 25,057 — (1,115,584 ) — Total assets $ 951,860 $ 1,428,090 $ 1,845,099 $ 157,602 $ (2,317,759 ) $ 2,064,892 Liabilities Mortgage notes $ — $ — $ — $ 124,022 $ — $ 124,022 Revolving credit facility — 68,000 — — — 68,000 Term loan — 200,000 — — — 200,000 Senior unsecured notes — 699,272 — — — 699,272 Accounts payable and accrued liabilities 9,994 12,902 7,422 1,457 — 31,775 Intercompany — — 1,198,779 3,396 (1,202,175 ) — Total liabilities 9,994 980,174 1,206,201 128,875 (1,202,175 ) 1,123,069 Total Sabra Health Care REIT, Inc. stockholders' equity 941,866 447,916 638,898 28,770 (1,115,584 ) 941,866 Noncontrolling interests — — — (43 ) — (43 ) Total equity 941,866 447,916 638,898 28,727 (1,115,584 ) 941,823 Total liabilities and equity $ 951,860 $ 1,428,090 $ 1,845,099 $ 157,602 $ (2,317,759 ) $ 2,064,892 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended June 30, 2015 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Elimination Consolidated Revenues: Rental income $ — $ — $ 44,888 $ 5,008 $ — $ 49,896 Interest and other income — 74 5,925 691 — 6,690 Total revenues — 74 50,813 5,699 — 56,586 Expenses: Depreciation and amortization 14 — 12,981 1,502 — 14,497 Interest — 12,665 136 1,251 — 14,052 General and administrative 3,589 2 5,714 557 — 9,862 Provision for doubtful accounts and write-offs (136 ) — 3,108 — — 2,972 Total expenses 3,467 12,667 21,939 3,310 — 41,383 Other income (expense): Other (expense) income — — (100 ) — — (100 ) Gain on sale of real estate — — 1,723 — — 1,723 Total other income (expense) — — 1,623 — — 1,623 Income in subsidiaries 20,302 32,895 — — (53,197 ) — Net income 16,835 20,302 30,497 2,389 (53,197 ) 16,826 Net loss attributable to noncontrolling interests — — — 9 — 9 Net income attributable to Sabra Health Care REIT, Inc. 16,835 20,302 30,497 2,398 (53,197 ) 16,835 Preferred stock dividends (2,560 ) — — — — (2,560 ) Net income attributable to common stockholders $ 14,275 $ 20,302 $ 30,497 $ 2,398 $ (53,197 ) $ 14,275 Net income attributable to common stockholders, per: Basic common share $ 0.24 Diluted common share $ 0.24 Weighted-average number of common shares outstanding, basic 59,323,799 Weighted-average number of common shares outstanding, diluted 59,543,781 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended June 30, 2014 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Combined Non- Elimination Consolidated Revenues: Rental income $ — $ — $ 29,795 $ 7,690 $ — $ 37,485 Interest and other income 3 — 4,806 679 — 5,488 Total revenues 3 — 34,601 8,369 — 42,973 Expenses: Depreciation and amortization 13 — 7,725 2,017 — 9,755 Interest — 7,964 1,613 1,417 — 10,994 General and administrative 3,869 1 588 573 — 5,031 Provision for doubtful accounts and write-offs — — 2,895 — — 2,895 Total expenses 3,882 7,965 12,821 4,007 — 28,675 Other (expense) income: Loss on extinguishment of debt — (70 ) — (92 ) — (162 ) Other income (expense) — — 660 — — 660 Total other (expense) income — (70 ) 660 (92 ) — 498 Income in subsidiaries 18,680 26,715 1,078 — (46,473 ) — Net income 14,801 18,680 23,518 4,270 (46,473 ) 14,796 Net loss attributable to noncontrolling interests — — — 5 — 5 Net income attributable to Sabra Health Care REIT, Inc. 14,801 18,680 23,518 4,275 (46,473 ) 14,801 Preferred dividends (2,560 ) — — — — (2,560 ) Net income attributable to common stockholders $ 12,241 $ 18,680 $ 23,518 $ 4,275 $ (46,473 ) $ 12,241 Net loss attributable to common stockholders, per: Basic common share $ 0.28 Diluted common share $ 0.28 Weighted-average number of common shares outstanding, basic 43,655,292 Weighted-average number of common shares outstanding, diluted 44,096,297 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Six Months Ended June 30, 2015 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Elimination Consolidated Revenues: Rental income $ — $ — $ 89,489 $ 9,912 $ — $ 99,401 Interest and other income 1 72 11,309 1,375 — 12,757 Total revenues 1 72 100,798 11,287 — 112,158 Expenses: Depreciation and amortization 27 — 25,683 2,937 — 28,647 Interest — 25,216 136 2,580 — 27,932 General and administrative 9,491 3 6,128 1,099 — 16,721 Provision for doubtful accounts and write-offs (600 ) — 4,716 — — 4,116 Total expenses 8,918 25,219 36,663 6,616 — 77,416 Other income (expense): Other (expense) income — — (200 ) — — (200 ) Gain on sale of real estate — — 1,723 — — 1,723 Total other income (expense) — — 1,523 — — 1,523 Income in subsidiaries 45,202 70,349 — — (115,551 ) — Net income 36,285 45,202 65,658 4,671 (115,551 ) 36,265 Net loss attributable to noncontrolling interests — — — 20 — 20 Net income attributable to Sabra Health Care REIT, Inc. 36,285 45,202 65,658 4,691 (115,551 ) 36,285 Preferred stock dividends (5,121 ) — — — — (5,121 ) Net income attributable to common stockholders $ 31,164 — $ 45,202 $ 65,658 — $ 4,691 $ (115,551 ) $ 31,164 Net income attributable to common stockholders, per: Basic common share $ 0.53 Diluted common share $ 0.52 Weighted-average number of common shares outstanding, basic 59,254,895 Weighted-average number of common shares outstanding, diluted 59,510,164 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Six Months Ended June 30, 2014 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Combined Non- Elimination Consolidated Revenues: Rental income — — 58,572 15,006 — 73,578 Interest and other income 7 — 8,898 1,340 — 10,245 Total revenues 7 — 67,470 16,346 — 83,823 Expenses: Depreciation and amortization 25 — 15,146 3,934 — 19,105 Interest — 15,754 3,488 2,886 — 22,128 General and administrative 8,559 2 934 1,290 — 10,785 Provision for doubtful accounts and write-offs — — 2,994 — — 2,994 Total expenses 8,584 15,756 22,562 8,110 — 55,012 Other (expense) income: Loss on extinguishment of debt — (21,689 ) — (607 ) — (22,296 ) Other income (expense) — — 960 — — 960 Total other (expense) income — (21,689 ) 960 (607 ) — (21,336 ) Income in subsidiaries 16,075 53,520 2,419 — (72,014 ) — Net income 7,498 16,075 48,287 7,629 (72,014 ) 7,475 Net loss attributable to noncontrolling interests — — — 23 — 23 Net income attributable to Sabra Health Care REIT, Inc. 7,498 16,075 48,287 7,652 (72,014 ) 7,498 Preferred dividends (5,121 ) — — — — (5,121 ) Net income attributable to common stockholders 2,377 16,075 48,287 7,652 (72,014 ) 2,377 Net income attributable to common stockholders, per: Basic common share 0.06 Diluted common share 0.06 Weighted-average number of common shares outstanding, basic 41,324,795 Weighted-average number of common shares outstanding, diluted 41,791,470 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Three Months Ended June 30, 2015 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Elimination Consolidated Net income $ 16,835 $ 20,302 $ 30,497 $ 2,389 $ (53,197 ) $ 16,826 Other comprehensive loss: Foreign currency translation — (164 ) (326 ) (105 ) — (595 ) Unrealized loss on cash flow hedge — (1,144 ) — — — (1,144 ) Comprehensive income 16,835 18,994 30,171 2,284 (53,197 ) 15,087 Comprehensive loss attributable to noncontrolling interest — — — 9 — 9 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 16,835 $ 18,994 $ 30,171 $ 2,293 $ (53,197 ) $ 15,096 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Six Months Ended June 30, 2015 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Elimination Consolidated Net income $ 36,285 $ 45,202 $ 65,658 $ 4,671 $ (115,551 ) $ 36,265 Other comprehensive loss: Foreign currency translation — (164 ) (326 ) (105 ) — (595 ) Unrealized loss on cash flow hedge — (2,689 ) — — — (2,689 ) Comprehensive income 36,285 42,349 65,332 4,566 (115,551 ) 32,981 Comprehensive loss attributable to noncontrolling interest — — — 20 — 20 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 36,285 $ 42,349 $ 65,332 $ 4,586 $ (115,551 ) $ 33,001 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2015 (in thousands) (unaudited) Parent Company Issuers Combined Combined Non- Elimination Consolidated Net cash provided by operating activities $ 37,007 $ — $ — $ 14,300 $ — $ 51,307 Cash flows from investing activities: Acquisitions of real estate — — (290,604 ) (11,247 ) — (301,851 ) Origination and fundings of loans receivable — — (21,737 ) — — (21,737 ) Preferred equity investments — — (5,131 ) — — (5,131 ) Additions to real estate (11 ) — (851 ) (171 ) — (1,033 ) Release of contingent consideration held in escrow — — 5,240 — — 5,240 Repayment of loans receivable — — 2,052 — — 2,052 Investment in subsidiaries (414 ) (414 ) — — 828 — Net proceeds from the sale of real estate — — 1,800 — — 1,800 Distribution from subsidiaries 1,355 1,355 — — (2,710 ) — Intercompany financing (182,815 ) (236,689 ) — — 419,504 — Net cash used in investing activities (181,885 ) (235,748 ) (309,231 ) (11,418 ) 417,622 (320,660 ) Cash flows from financing activities: Net repayments from revolving credit facility — 54,000 — — — 54,000 Proceeds from term loan — — 73,242 — — 73,242 Principal payments on mortgage notes — — — (1,340 ) — (1,340 ) Payments of deferred financing costs — (126 ) (700 ) (8 ) — (834 ) Issuance of common stock 140,062 — — — — 140,062 Dividends paid on common and preferred stock (51,343 ) — — — — (51,343 ) Contribution from parent — 414 — 414 (828 ) — Distribution to parent — (1,355 ) — (1,355 ) 2,710 — Intercompany financing — 182,815 236,689 — (419,504 ) — Net cash provided by (used in) financing activities 88,719 235,748 309,231 (2,289 ) (417,622 ) 213,787 Net (decrease) increase in cash and cash equivalents (56,159 ) — — 593 — (55,566 ) Effect of foreign currency translation on cash and cash equivalents (185 ) — — — — (185 ) Cash and cash equivalents, beginning of period 58,799 — — 2,994 — 61,793 Cash and cash equivalents, end of period $ 2,455 $ — $ — $ 3,587 $ — $ 6,042 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2014 (in thousands) (unaudited) Parent Company Issuers Combined Combined Non- Elimination Consolidated Net cash (used in) provided by operating activities $ (1,746 ) $ — $ — $ 30,667 $ — $ 28,921 Cash flows from investing activities: Acquisitions of real estate — — (108,650 ) (9,739 ) — (118,389 ) Origination of note receivable — — (38,373 ) — — (38,373 ) Preferred equity investment — — (6,458 ) — — (6,458 ) Additions to real estate — — (783 ) — — (783 ) Investment in subsidiaries (12,122 ) (12,122 ) — — 24,244 — Intercompany financing (160,248 ) (289,776 ) — — 450,024 — Net cash used in investing activities (172,370 ) (301,898 ) (154,264 ) (9,739 ) 474,268 (164,003 ) 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 — — (135,500 ) — — (135,500 ) Proceeds from mortgage notes — — — 57,703 — 57,703 Principal payments on mortgage notes — — — (87,733 ) — (87,733 ) Payments of deferred financing costs — (9,222 ) (12 ) (901 ) — (10,135 ) Issuance of common stock 219,899 — — — — 219,899 Dividends paid (37,125 ) — — — — (37,125 ) Contribution from parent — 12,122 — 12,122 (24,244 ) — Intercompany financing — 160,248 289,776 — (450,024 ) — Net cash provided by (used in) financing activities 182,774 301,898 154,264 (18,809 ) (474,268 ) 145,859 Net increase in cash and cash equivalents 8,658 — — 2,119 — 10,777 Cash and cash equivalents, beginning of period 3,551 — — 757 — 4,308 Cash and cash equivalents, end of period $ 12,209 $ — $ — $ 2,876 $ — $ 15,085 |