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. 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, 2016 (in thousands) (unaudited) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 159 $ — $ 1,687,594 $ 220,914 $ — $ 1,908,667 Loans receivable and other investments, net (340 ) — 122,873 — (2,233 ) 120,300 Cash and cash equivalents 95,604 — 1,890 6,374 — 103,868 Restricted cash — — 128 8,851 — 8,979 Prepaid expenses, deferred financing costs and other assets, net 2,259 12,279 89,138 11,122 (3,266 ) 111,532 Intercompany 348,663 683,436 — — (1,032,099 ) — Investment in subsidiaries 582,667 832,058 59,991 — (1,474,716 ) — Total assets $ 1,029,012 $ 1,527,773 $ 1,961,614 $ 247,261 $ (2,512,314 ) $ 2,253,346 Liabilities Mortgage notes, net $ — $ — $ — $ 174,053 $ — $ 174,053 Term loans, net — 243,456 95,404 — — 338,860 Senior unsecured notes, net — 686,968 — — — 686,968 Accounts payable and accrued liabilities 12,165 14,682 10,363 1,608 (2,265 ) 36,553 Intercompany — — 997,315 34,784 (1,032,099 ) — Total liabilities 12,165 945,106 1,103,082 210,445 (1,034,364 ) 1,236,434 Total Sabra Health Care REIT, Inc. stockholders' equity 1,016,847 582,667 858,532 36,751 (1,477,950 ) 1,016,847 Noncontrolling interests — — — 65 — 65 Total equity 1,016,847 582,667 858,532 36,816 (1,477,950 ) 1,016,912 Total liabilities and equity $ 1,029,012 $ 1,527,773 $ 1,961,614 $ 247,261 $ (2,512,314 ) $ 2,253,346 CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2015 (in thousands) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 48 $ — $ 1,816,813 $ 222,755 $ — $ 2,039,616 Loans receivable and other investments, net — — 302,282 — (2,105 ) 300,177 Cash and cash equivalents 2,548 — 1,008 3,878 — 7,434 Restricted cash — — 1,618 8,195 — 9,813 Prepaid expenses, deferred financing costs and other assets, net 2,047 13,384 89,590 9,522 (2,746 ) 111,797 Intercompany 489,763 918,209 — — (1,407,972 ) — Investment in subsidiaries 568,841 792,065 55,439 — (1,416,345 ) — Total assets $ 1,063,247 $ 1,723,658 $ 2,266,750 $ 244,350 $ (2,829,168 ) $ 2,468,837 Liabilities Mortgage notes, net $ — $ — $ — $ 174,846 $ — $ 174,846 Revolving credit facility — 255,000 — — — 255,000 Term loans, net — 200,000 64,229 — — 264,229 Senior unsecured notes, net — 685,704 — — — 685,704 Accounts payable and accrued liabilities 9,477 14,113 11,254 2,084 (1,746 ) 35,182 Intercompany — — 1,391,115 16,857 (1,407,972 ) — Total liabilities 9,477 1,154,817 1,466,598 193,787 (1,409,718 ) 1,414,961 Total Sabra Health Care REIT, Inc. stockholders' equity 1,053,770 568,841 800,152 50,457 (1,419,450 ) 1,053,770 Noncontrolling interests — — — 106 — 106 Total equity 1,053,770 568,841 800,152 50,563 (1,419,450 ) 1,053,876 Total liabilities and equity $ 1,063,247 $ 1,723,658 $ 2,266,750 $ 244,350 $ (2,829,168 ) $ 2,468,837 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended June 30, 2016 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non-Guarantor Elimination Consolidated Revenues: Rental income $ — $ — $ 48,782 $ 6,754 $ (239 ) $ 55,297 Interest and other income 1 119 17,078 (9 ) (196 ) 16,993 Resident fees and services — — 1,413 546 — 1,959 Total revenues 1 119 67,273 7,291 (435 ) 74,249 Expenses: Depreciation and amortization 201 — 14,138 2,066 — 16,405 Interest — 13,720 964 1,862 (119 ) 16,427 Operating expenses — — 1,015 675 (250 ) 1,440 General and administrative 3,713 12 857 54 — 4,636 Provision for doubtful accounts and loan losses (888 ) — 1,111 — — 223 Total expenses 3,026 13,732 18,085 4,657 (369 ) 39,131 Other income (expense): Other income (loss) 2,098 16 309 (23 ) — 2,400 Net loss on sales of real estate — — (52 ) — — (52 ) Total other income (expense) 2,098 16 257 (23 ) — 2,348 Income in subsidiary 38,468 52,065 2,686 — (93,219 ) — Net income 37,541 38,468 52,131 2,611 (93,285 ) 37,466 Net loss attributable to noncontrolling interests — — — 9 — 9 Net income attributable to Sabra Health Care REIT, Inc. 37,541 38,468 52,131 2,620 (93,285 ) 37,475 Preferred stock dividends (2,560 ) — — — — (2,560 ) Net income attributable to common stockholders $ 34,981 $ 38,468 $ 52,131 $ 2,620 $ (93,285 ) $ 34,915 Net loss attributable to common stockholders, per: Basic common share $ 0.53 Diluted common share $ 0.53 Weighted-average number of common shares outstanding, basic 65,303,057 Weighted-average number of common shares outstanding, diluted 65,503,383 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 Combined Non-Guarantor Elimination Consolidated Revenues: Rental income $ — $ — $ 44,888 $ 5,008 $ — $ 49,896 Interest and other income — 74 5,925 — — 5,999 Resident fees and services — — — 691 — 691 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 Operating expenses — — — 499 — 499 General and administrative 3,589 2 5,714 58 — 9,363 Provision for doubtful accounts (136 ) — 3,108 — — 2,972 Total expenses 3,467 12,667 21,939 3,310 — 41,383 Other income (expense): Other expense — — (100 ) — — (100 ) Gain on sales of real estate — — 1,723 — — 1,723 Total other income (expense) — — 1,623 — — 1,623 Income in subsidiary 20,302 32,895 1,469 — (54,666 ) — Net income 16,835 20,302 31,966 2,389 (54,666 ) 16,826 Net loss attributable to noncontrolling interests — — — 9 — 9 Net income attributable to Sabra Health Care REIT, Inc. 16,835 20,302 31,966 2,398 (54,666 ) 16,835 Preferred stock dividends (2,560 ) — — — — (2,560 ) Net income attributable to common stockholders $ 14,275 $ 20,302 $ 31,966 $ 2,398 $ (54,666 ) $ 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 Six Months Ended June 30, 2016 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Revenues: Rental income $ — $ — $ 97,642 $ 13,444 $ (477 ) $ 110,609 Interest and other income 2 238 22,488 (26 ) (377 ) 22,325 Resident fees and services — — 2,758 1,116 — 3,874 Total revenues 2 238 122,888 14,534 (854 ) 136,808 Expenses: Depreciation and amortization 384 — 29,647 4,140 — 34,171 Interest — 28,023 1,832 3,728 (238 ) 33,345 Operating expenses — — 1,985 1,356 (489 ) 2,852 General and administrative 8,187 22 1,029 112 — 9,350 Provision for doubtful accounts and loan losses (655 ) — 3,401 — — 2,746 Impairment of real estate — — 29,811 — — 29,811 Total expenses 7,916 28,045 67,705 9,336 (727 ) 112,275 Other income (expense): Loss on extinguishment of debt — (468 ) (88 ) — — (556 ) Other income (expense) 2,098 516 (141 ) (73 ) — 2,400 Net loss on sales of real estate — — (4,654 ) — — (4,654 ) Total other income (expense) 2,098 48 (4,883 ) (73 ) — (2,810 ) Income in subsidiary 27,707 55,466 5,304 — (88,477 ) — Net income 21,891 27,707 55,604 5,125 (88,604 ) 21,723 Net loss attributable to noncontrolling interests — — — 41 — 41 Net income attributable to Sabra Health Care REIT, Inc. 21,891 27,707 55,604 5,166 (88,604 ) 21,764 Preferred stock dividends (5,121 ) — — — — (5,121 ) Net income attributable to common stockholders $ 16,770 $ 27,707 $ 55,604 $ 5,166 $ (88,604 ) $ 16,643 Net income attributable to common stockholders, per: Basic common share $ 0.25 Diluted common share $ 0.25 Weighted-average number of common shares outstanding, basic 65,274,845 Weighted-average number of common shares outstanding, diluted 65,454,337 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 Combined Non-Guarantor Elimination Consolidated Revenues: Rental income $ — $ — $ 89,489 $ 9,912 $ — $ 99,401 Interest and other income 1 72 11,309 1 — 11,383 Resident fees and services — — — 1,374 — 1,374 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 Operating expenses — — — 997 — 997 General and administrative 9,491 3 6,128 102 — 15,724 Provision for doubtful accounts (600 ) — 4,716 — — 4,116 Total expenses 8,918 25,219 36,663 6,616 — 77,416 Other income (expense): Other expense — — (200 ) — — (200 ) Gain on sales of real estate — — 1,723 — — 1,723 Total other income (expense) — — 1,523 — — 1,523 Income in subsidiary 45,202 70,349 2,864 — (118,415 ) — Net income 36,285 45,202 68,522 4,671 (118,415 ) 36,265 Net loss attributable to noncontrolling interests — — — 20 — 20 Net income attributable to Sabra Health Care REIT, Inc. 36,285 45,202 68,522 4,691 (118,415 ) 36,285 Preferred stock dividends (5,121 ) — — — — (5,121 ) Net income attributable to common stockholders $ 31,164 $ 45,202 $ 68,522 $ 4,691 $ (118,415 ) $ 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 COMPREHENSIVE INCOME For the Three Months Ended June 30, 2016 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net income $ 37,541 $ 38,468 $ 52,131 $ 2,611 $ (93,285 ) $ 37,466 Other comprehensive (loss) income: Foreign currency translation — 287 29 8 — 324 Unrealized loss on cash flow hedge — (206 ) — — — (206 ) Total other comprehensive (loss) income — 81 29 8 — 118 Comprehensive income 37,541 38,549 52,160 2,619 (93,285 ) 37,584 Comprehensive loss attributable to noncontrolling interest — — — 9 — 9 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 37,541 $ 38,549 $ 52,160 $ 2,628 $ (93,285 ) $ 37,593 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 Combined Non-Guarantor Elimination Consolidated Net income $ 16,835 $ 20,302 $ 31,966 $ 2,389 $ (54,666 ) $ 16,826 Other comprehensive loss: Foreign currency translation — (164 ) (326 ) (105 ) — (595 ) Unrealized loss on cash flow hedge — (1,144 ) — — — (1,144 ) Total other comprehensive loss — (1,308 ) (326 ) (105 ) — (1,739 ) Comprehensive income 16,835 18,994 31,640 2,284 (54,666 ) 15,087 Comprehensive loss attributable to noncontrolling interest — — — 9 — 9 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 16,835 $ 18,994 $ 31,640 $ 2,293 $ (54,666 ) $ 15,096 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Six Months Ended June 30, 2016 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net income $ 21,891 $ 27,707 $ 55,604 $ 5,125 $ (88,604 ) $ 21,723 Other comprehensive (loss) income: Foreign currency translation — (2,357 ) 1,663 445 — (249 ) Unrealized loss on cash flow hedge — (1,698 ) — — — (1,698 ) Total other comprehensive (loss) income — (4,055 ) 1,663 445 — (1,947 ) Comprehensive income 21,891 23,652 57,267 5,570 (88,604 ) 19,776 Comprehensive loss attributable to noncontrolling interest — — — 41 — 41 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 21,891 $ 23,652 $ 57,267 $ 5,611 $ (88,604 ) $ 19,817 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 Combined Non-Guarantor Elimination Consolidated Net income $ 36,285 $ 45,202 $ 68,522 $ 4,671 $ (118,415 ) $ 36,265 Other comprehensive loss: Foreign currency translation — (164 ) (326 ) (105 ) — (595 ) Unrealized loss on cash flow hedge — (2,689 ) — — — (2,689 ) Total other comprehensive loss — (2,853 ) (326 ) (105 ) — (3,284 ) Comprehensive income 36,285 42,349 68,196 4,566 (118,415 ) 32,981 Comprehensive loss attributable to noncontrolling interest — — — 20 — 20 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 36,285 $ 42,349 $ 68,196 $ 4,586 $ (118,415 ) $ 33,001 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2016 (in thousands) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net cash provided by operating activities $ 87,170 $ — $ 608 $ 6,716 $ — $ 94,494 Cash flows from investing activities: Origination and fundings of loans receivable — — (6,283 ) — — (6,283 ) Origination and fundings of preferred equity investments — — (6,172 ) — — (6,172 ) Additions to real estate (120 ) — (400 ) (354 ) — (874 ) Repayment of loans receivable — — 193,893 — — 193,893 Investment in subsidiary (200 ) (200 ) — — 400 — Net proceeds from the sale of real estate — — 75,456 — — 75,456 Distribution from subsidiary 2,025 2,025 — — (4,050 ) — Intercompany financing 64,758 280,078 — — (344,836 ) — Net cash provided by (used in) investing activities 66,463 281,903 256,494 (354 ) (348,486 ) 256,020 Cash flows from financing activities: Net repayments from revolving credit facility — (255,000 ) — — — (255,000 ) Proceeds from term loan — 45,000 24,360 — — 69,360 Principal payments on mortgage notes — — — (2,060 ) — (2,060 ) Payments of deferred financing costs — (5,320 ) (611 ) — — (5,931 ) Issuance of common stock (1,289 ) — — — — (1,289 ) Dividends paid on common and preferred stock (59,288 ) — — — — (59,288 ) Contribution from parent — 200 — 200 (400 ) — Distribution to parent — (2,025 ) — (2,025 ) 4,050 — Intercompany financing — (64,758 ) (280,078 ) — 344,836 — Net cash used in financing activities (60,577 ) (281,903 ) (256,329 ) (3,885 ) 348,486 (254,208 ) Net increase (decrease) in cash and cash equivalents 93,056 — 773 2,477 — 96,306 Effect of foreign currency translation on cash and cash equivalents — — 109 19 — 128 Cash and cash equivalents, beginning of period 2,548 — 1,008 3,878 — 7,434 Cash and cash equivalents, end of period $ 95,604 $ — $ 1,890 $ 6,374 $ — $ 103,868 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2015 (in thousands) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor 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) 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 |