Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 26, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Sabra Health Care REIT, Inc. | |
Entity Central Index Key | 1,492,298 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 65,437,678 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Real estate investments, net of accumulated depreciation of $314,103 and $282,812 as of June 30, 2017 and December 31, 2016, respectively | $ 1,995,911 | $ 2,009,939 |
Loans receivable and other investments, net | 94,208 | 96,036 |
Cash and cash equivalents | 13,235 | 25,663 |
Restricted cash | 9,413 | 9,002 |
Prepaid expenses, deferred financing costs and other assets, net | 141,193 | 125,279 |
Total assets | 2,253,960 | 2,265,919 |
Liabilities | ||
Mortgage notes, net | 159,366 | 160,752 |
Revolving credit facility | 32,000 | 26,000 |
Term loans, net | 339,248 | 335,673 |
Senior unsecured notes, net | 689,508 | 688,246 |
Accounts payable and accrued liabilities | 37,123 | 39,639 |
Total liabilities | 1,257,245 | 1,250,310 |
Commitments and contingencies (Note 13) | ||
Equity | ||
Preferred stock, $.01 par value; 10,000,000 shares authorized, 5,750,000 shares issued and outstanding as of June 30, 2017 and December 31, 2016 | 58 | 58 |
Common stock, $.01 par value; 125,000,000 shares authorized, 65,425,434 and 65,285,614 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | 654 | 653 |
Additional paid-in capital | 1,210,895 | 1,208,862 |
Cumulative distributions in excess of net income | (214,078) | (192,201) |
Accumulated other comprehensive loss | (833) | (1,798) |
Total Sabra Health Care REIT, Inc. stockholders’ equity | 996,696 | 1,015,574 |
Noncontrolling interests | 19 | 35 |
Total equity | 996,715 | 1,015,609 |
Total liabilities and equity | $ 2,253,960 | $ 2,265,919 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Real estate investments, net of accumulated depreciation of $314,103 and $282,812 as of June 30, 2017 and December 31, 2016, respectively | $ 314,103 | $ 282,812 |
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) | 65,425,434 | 65,285,614 |
Common stock, shares outstanding (in shares) | 65,425,434 | 65,285,614 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues: | ||||
Rental income | $ 55,904 | $ 55,297 | $ 113,128 | $ 110,609 |
Interest and other income | 2,027 | 16,993 | 3,972 | 22,325 |
Resident fees and services | 6,805 | 1,959 | 10,286 | 3,874 |
Total revenues | 64,736 | 74,249 | 127,386 | 136,808 |
Expenses: | ||||
Depreciation and amortization | 17,220 | 16,405 | 36,357 | 34,171 |
Interest | 15,862 | 16,427 | 31,650 | 33,345 |
Operating expenses | 4,407 | 1,440 | 6,827 | 2,852 |
General and administrative | 11,149 | 4,636 | 18,022 | 9,350 |
Provision for doubtful accounts and loan losses | 535 | 223 | 2,305 | 2,746 |
Impairment of real estate | 0 | 0 | 0 | 29,811 |
Total expenses | 49,173 | 39,131 | 95,161 | 112,275 |
Other income (expense): | ||||
Loss on extinguishment of debt | 0 | 0 | 0 | (556) |
Other income | 941 | 2,400 | 3,070 | 2,400 |
Net gain (loss) on sale of real estate | 4,032 | (52) | 4,032 | (4,654) |
Total other income (expense) | 4,973 | 2,348 | 7,102 | (2,810) |
Net income | 20,536 | 37,466 | 39,327 | 21,723 |
Net (income) loss attributable to noncontrolling interests | (16) | 9 | 16 | 41 |
Net income attributable to Sabra Health Care REIT, Inc. | 20,520 | 37,475 | 39,343 | 21,764 |
Preferred stock dividends | (2,560) | (2,560) | (5,121) | (5,121) |
Net income attributable to common stockholders | $ 17,960 | $ 34,915 | $ 34,222 | $ 16,643 |
Net income attributable to common stockholders, per: | ||||
Basic common share (in dollars per share) | $ 0.27 | $ 0.53 | $ 0.52 | $ 0.25 |
Diluted common share (in dollars per share) | $ 0.27 | $ 0.53 | $ 0.52 | $ 0.25 |
Weighted-average number of common shares outstanding, basic (in shares) | 65,438,739 | 65,303,057 | 65,396,146 | 65,274,845 |
Weighted-average number of common shares outstanding, diluted (in shares) | 65,670,853 | 65,503,383 | 65,694,019 | 65,454,337 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income | $ 20,536 | $ 37,466 | $ 39,327 | $ 21,723 | |
Unrealized gain (loss), net of tax: | |||||
Foreign currency translation gain (loss) | 698 | 324 | 140 | (249) | |
Unrealized gain (loss) on cash flow hedges | [1] | 97 | (206) | 825 | (1,698) |
Total other comprehensive income (loss) | 795 | 118 | 965 | (1,947) | |
Comprehensive income | 21,331 | 37,584 | 40,292 | 19,776 | |
Comprehensive (income) loss attributable to noncontrolling interest | (16) | 9 | 16 | 41 | |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | $ 21,315 | $ 37,593 | $ 40,308 | $ 19,817 | |
[1] | Amounts are net of provision for income taxes of $0.2 million for the three and six months ended June 30, 2017 and none for the three and six months ended June 30, 2016. |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain (loss) on cash flow hedges, tax | $ 200,000 | $ 0 | $ 200,000 | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Total Stockholders' Equity [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Cumulative Distributions in Excess of Net Income [Member] | Accumulated Other Comprehensive Loss [Member] | Noncontrolling Interests [Member] | Common Stock [Member] | Common Stock [Member]Total Stockholders' Equity [Member] | Common Stock [Member]Common Stock [Member] | Common Stock [Member]Additional Paid-in Capital [Member] |
Beginning balance (in shares) at Dec. 31, 2015 | 5,750,000 | 65,182,335 | ||||||||||
Beginning balance at Dec. 31, 2015 | $ 1,053,876 | $ 1,053,770 | $ 58 | $ 652 | $ 1,202,541 | $ (142,148) | $ (7,333) | $ 106 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | 21,723 | 21,764 | 21,764 | (41) | ||||||||
Other comprehensive loss | (1,947) | (1,947) | (1,947) | |||||||||
Amortization of stock-based compensation | 3,982 | 3,982 | 3,982 | |||||||||
Common stock issuance, net (in shares) | 105,981 | |||||||||||
Common stock issuance, net | $ (1,103) | $ (1,103) | $ 1 | $ (1,104) | ||||||||
Preferred dividends | (5,121) | (5,121) | (5,121) | |||||||||
Common dividends | (54,498) | (54,498) | (54,498) | |||||||||
Ending balance (in shares) at Jun. 30, 2016 | 5,750,000 | 65,288,316 | ||||||||||
Ending balance at Jun. 30, 2016 | 1,016,912 | 1,016,847 | $ 58 | $ 653 | 1,205,419 | (180,003) | (9,280) | 65 | ||||
Beginning balance (in shares) at Dec. 31, 2016 | 5,750,000 | 65,285,614 | ||||||||||
Beginning balance at Dec. 31, 2016 | 1,015,609 | 1,015,574 | $ 58 | $ 653 | 1,208,862 | (192,201) | (1,798) | 35 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | 39,327 | 39,343 | 39,343 | (16) | ||||||||
Other comprehensive loss | 965 | 965 | 965 | |||||||||
Amortization of stock-based compensation | 4,848 | 4,848 | 4,848 | |||||||||
Common stock issuance, net (in shares) | 139,820 | |||||||||||
Common stock issuance, net | $ (2,814) | $ (2,814) | $ 1 | $ (2,815) | ||||||||
Preferred dividends | (5,121) | (5,121) | (5,121) | |||||||||
Common dividends | (56,099) | (56,099) | (56,099) | |||||||||
Ending balance (in shares) at Jun. 30, 2017 | 5,750,000 | 65,425,434 | ||||||||||
Ending balance at Jun. 30, 2017 | $ 996,715 | $ 996,696 | $ 58 | $ 654 | $ 1,210,895 | $ (214,078) | $ (833) | $ 19 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares | May 08, 2017 | Feb. 03, 2017 | Jun. 30, 2017 | Jun. 30, 2016 |
Statement of Stockholders' Equity [Abstract] | ||||
Common dividends (in dollars per share) | $ 0.43 | $ 0.42 | $ 0.85 | $ 0.83 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 39,327 | $ 21,723 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 36,357 | 34,171 |
Non-cash interest income adjustments | 51 | 443 |
Amortization of deferred financing costs | 2,558 | 2,494 |
Stock-based compensation expense | 4,319 | 3,652 |
Amortization of debt discount | 57 | 54 |
Loss on extinguishment of debt | 0 | 556 |
Straight-line rental income adjustments | (9,578) | (11,117) |
Provision for doubtful accounts and loan losses | 2,305 | 2,746 |
Change in fair value of contingent consideration | (822) | (50) |
Net (gain) loss on sales of real estate | (4,032) | 4,654 |
Impairment of real estate | 0 | 29,811 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (15,129) | 3,265 |
Accounts payable and accrued liabilities | 327 | 4,324 |
Restricted cash | (1,869) | (2,232) |
Net cash provided by operating activities | 53,871 | 94,494 |
Cash flows from investing activities: | ||
Acquisition of real estate | (14,456) | 0 |
Origination and fundings of loans receivable | (927) | (6,283) |
Origination and fundings of preferred equity investments | (76) | (6,172) |
Additions to real estate | (1,294) | (874) |
Repayment of loans receivable | 1,547 | 193,893 |
Repayments of preferred equity investments | 2,766 | 0 |
Net proceeds from the sales of real estate | 6,099 | 75,456 |
Net cash (used in) provided by investing activities | (6,341) | 256,020 |
Cash flows from financing activities: | ||
Net borrowing (repayments) of revolving credit facility | 6,000 | (255,000) |
Proceeds from term loans | 0 | 69,360 |
Principal payments on mortgage notes | (2,049) | (2,060) |
Payments of deferred financing costs | (124) | (5,931) |
Issuance of common stock, net | (3,224) | (1,289) |
Dividends paid on common and preferred stock | (60,691) | (59,288) |
Net cash used in financing activities | (60,088) | (254,208) |
Net (decrease) increase in cash and cash equivalents | (12,558) | 96,306 |
Effect of foreign currency translation on cash and cash equivalents | 130 | 128 |
Cash and cash equivalents, beginning of period | 25,663 | 7,434 |
Cash and cash equivalents, end of period | 13,235 | 103,868 |
Supplemental disclosure of cash flow information: | ||
Interest paid | $ 28,944 | $ 30,581 |
BUSINESS
BUSINESS | 6 Months Ended |
Jun. 30, 2017 | |
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 (the "Separation Date"). 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 and Canada. Sabra owns substantially all of its assets and properties and conducts its operations through Sabra Health Care Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), of which Sabra is the sole general partner and 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 and an acute care hospital leased to third-party operators; senior housing facilities operated by third-party property managers pursuant to property management agreements (“Managed Properties”); investments in loans receivable; and preferred equity investments. Pending Merger with CCP On May 7, 2017, the Company and the Operating Partnership entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Care Capital Properties, Inc., a Delaware corporation (“CCP”), PR Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), and Care Capital Properties, L.P. (“CCPLP”), a Delaware limited partnership and wholly-owned subsidiary of CCP. Pursuant to the Merger Agreement, CCP will be merged with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving entity in the Merger. Following the Merger, also pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Subsequent Merger”), with the Company continuing as the surviving entity in the Subsequent Merger. Simultaneously with the Subsequent Merger, also pursuant to the Merger Agreement, CCPLP will be merged with and into the Operating Partnership (the “Partnership Merger”), with the Operating Partnership continuing as the surviving entity in the Partnership Merger. Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, each share of CCP common stock, par value $0.01 per share, issued and outstanding immediately prior to the effective time of the Merger (other than shares of CCP common stock owned directly by CCP, the Company or their respective subsidiaries, in each case not held on behalf of third parties) will be converted into the right to receive 1.123 (the “Exchange Ratio”) newly issued shares of Company common stock, par value $0.01 per share. The parties’ obligations to consummate the Merger are subject to certain conditions, including, without limitation, (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of CCP common stock entitled to vote at a special meeting of the CCP stockholders held for that purpose, (ii) the approval of the issuance of Company common stock in connection with the Merger by a majority of the votes cast by the holders of Company common stock at a special meeting of the Company stockholders held for that purpose, (iii) the shares of Company common stock to be issued in connection with the Merger will have been approved for listing on the NASDAQ Global Select Market, subject to official notice of issuance, (iv) the registration statement on Form S-4 filed by the Company for purposes of registering the issuance of shares of Company common stock issuable in connection with the Merger shall not be the subject of any stop order, (v) the Company and CCP each having received certain tax opinions and (vi) the absence of any order or injunction preventing the consummation of the Merger or any material law rendering the consummation of the Merger illegal. On July 7, 2017, the Securities and Exchange Commission (“SEC”) declared the Company's registration statement on Form S-4 effective and a special meeting of the Company's stockholders is scheduled to be held on August 15, 2017. The Company, Merger Sub and CCP have made customary representations and warranties in the Merger Agreement and agreed to certain customary covenants, including, among others, covenants by each party to use commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice during the period between the execution of the Merger Agreement and the consummation of the Merger. The closing of the Merger is expected to occur during the third calendar quarter of 2017, subject to the satisfaction of certain closing conditions. There can be no assurance that all closing conditions will be satisfied or waived by the parties, that the Merger will close on during the third calendar quarter of 2017 or that the Merger will be consummated at all. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 and December 31, 2016 and for the periods ended June 30, 2017 and 2016 . 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 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 and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 . For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC. GAAP requires the Company to identify entities for which control is achieved through voting rights or other means and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity's activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. If the Company were determined to be the primary beneficiary of the VIE, the Company would consolidate investments in the VIE. The Company may change its original assessment of a VIE due to events such as modifications of contractual arrangements that affect the characteristics or adequacy of the entity's equity investments at risk and the disposal of all or a portion of an interest held by the primary beneficiary. The Company identifies the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The Company performs this analysis on an ongoing basis. As of June 30, 2017 , the Company determined it was the primary beneficiary of one variable interest entity—a senior housing facility—and has consolidated the operations of this facility in the accompanying condensed consolidated financial statements. As of June 30, 2017 , the Company determined that operations of this entity 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 June 30, 2017 , none of the Company's investments in loans are accounted for as real estate joint ventures. As it relates to investments in joint ventures, the Company assesses any limited partners' rights and their impact on the presumption of control of the limited partnership by any single partner. The Company reassesses its determination of which entity controls the joint venture if: there is a change to the terms or in the exercisability of the rights of any partners, 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. Recently Issued Accounting Standards Update Between May 2014 and May 2016, the FASB issued three Accounting Standards Update (“ASU”) changing the requirements for recognizing and reporting revenue (together, herein referred to as the “Revenue ASUs”): (i) ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), (ii) ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) and (iii) ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). ASU 2014-09 provides guidance for revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-08 is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. ASU 2016-12 provides practical expedients and improvements on the previously narrow scope of ASU 2014-09. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 defers the effective date of ASU 2014-09 by one year to fiscal years, and interim periods within, beginning after December 15, 2017. All subsequent ASUs related to ASU 2014-09, including ASU 2016-08 and ASU 2016-12, assumed the deferred effective date enforced by ASU 2015-14. Early adoption of the Revenue ASUs is permitted for annual periods, and interim periods within, beginning after December 15, 2016. A reporting entity may apply the amendments in the Revenue ASUs using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or full retrospective approach. The Company has not yet elected a transition method and is evaluating the complete impact of the adoption of the Revenue ASUs on January 1, 2018 to its consolidated financial position, results of operations and disclosures. The Company expects to complete its evaluation of the impacts of the Revenue ASUs during the second half of 2017. As the primary source of revenue for the Company is generated through leasing arrangements, which are excluded from the Revenue ASUs, the Company expects that the impact of the Revenue ASUs to the Company will be limited to the recognition of non-lease revenue, such as certain resident fees in its Managed Properties structures (a portion of which are not generated through leasing arrangements) and therefore are not expected to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 supersedes guidance related to accounting for leases. ASU 2016-02 updates guidance around the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The objective of ASU 2016-02 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. ASU 2016-02 does not fundamentally change lessor accounting; however, some changes have been made to lessor accounting to conform and align that guidance with the lessee guidance and other areas within GAAP. ASU 2016-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the definition of a business (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. When substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. To be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to create outputs. To be a business without outputs, there will now need to be an organized workforce. ASU 2017-01 is effective for fiscal years and interim periods within those years beginning after December 15, 2017, with early adoption permitted. The Company adopted ASU 2017-01 on October 1, 2016 on a prospective basis. The Company expects that the majority of its future acquisitions of real estate will be accounted for as asset acquisitions under the new guidance. This adoption will impact how the Company accounts for acquisition pursuit costs and contingent consideration which may result in lower expensed acquisition pursuit costs and eliminate fair value adjustments related to future contingent consideration arrangements. In May 2017, the FASB issued ASU 2017-09, Compensation—Stock compensation (Topic 718): Scope of modification accounting (“ASU 2017-09”). ASU 2017-09 clarifies and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 is effective for fiscal years and interim periods within those years beginning after December 15, 2017, with early adoption permitted. The Company does not expect the adoption of ASU 2017-09 to have a significant impact on its consolidated financial statements. |
RECENT REAL ESTATE ACQUISITIONS
RECENT REAL ESTATE ACQUISITIONS | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
RECENT REAL ESTATE ACQUISITIONS | RECENT REAL ESTATE ACQUISITIONS During the six months ended June 30, 2017 , the Company acquired one senior housing facility and accounted for this acquisition as an asset acquisition. No acquisitions were completed during the six months ended June 30, 2016 . The consideration for the senior housing facility was allocated as follows (in thousands): Six Months Ended June 30, 2017 Land $ 1,034 Building and Improvements 13,128 Tenant Origination and Absorption Costs 223 Tenant Relationship 71 Total Consideration $ 14,456 The tenant origination and absorption costs intangible assets and tenant relationship intangible assets acquired in connection with this acquisition have amortization periods as of the respective date of acquisition of 15 years and 25 years, respectively. For the three and six months ended June 30, 2017 , the Company recognized $0.1 million of total revenues and net income attributable to common stockholders from the facility acquired during the six months ended June 30, 2017 . |
REAL ESTATE PROPERTIES HELD FOR
REAL ESTATE PROPERTIES HELD FOR INVESTMENT | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 Property Type Number of Properties Number of Beds/Units Total Real Estate at Cost Accumulated Depreciation Total Real Estate Investments, Net Skilled Nursing/Transitional Care 96 10,689 $ 1,038,958 $ (203,740 ) $ 835,218 Senior Housing (1) 75 7,070 1,044,664 (89,383 ) 955,281 Managed Properties (1) 11 1,001 164,334 (9,402 ) 154,932 Acute Care Hospital 1 70 61,640 (11,311 ) 50,329 183 18,830 2,309,596 (313,836 ) 1,995,760 Corporate Level 418 (267 ) 151 $ 2,310,014 $ (314,103 ) $ 1,995,911 As of December 31, 2016 Property Type Number of Properties Number of Beds/Units Total Real Estate at Cost Accumulated Depreciation Total Real Estate Investments, Net Skilled Nursing/Transitional Care 97 10,819 $ 1,042,754 $ (190,038 ) $ 852,716 Senior Housing (1) 83 7,855 1,153,739 (80,449 ) 1,073,290 Managed Properties 2 134 34,212 (1,682 ) 32,530 Acute Care Hospital 1 70 61,640 (10,387 ) 51,253 183 18,878 2,292,345 (282,556 ) 2,009,789 Corporate Level 406 (256 ) 150 $ 2,292,751 $ (282,812 ) $ 2,009,939 June 30, 2017 December 31, 2016 Building and improvements $ 1,998,391 $ 1,983,769 Furniture and equipment 86,589 85,196 Land improvements 3,480 3,744 Land 221,554 220,042 2,310,014 2,292,751 Accumulated depreciation (314,103 ) (282,812 ) $ 1,995,911 $ 2,009,939 (1) During the six months ended June 30, 2017, the Company transitioned nine senior housing facilities into a managed property structure whereby the Company owns the operations of the facilities and the facilities are operated by a third-party property manager. Contingent Consideration Arrangements In connection with three of its real estate acquisitions, the Company entered into contingent consideration arrangements pursuant to which it could be required to pay out additional amounts based on incremental value created through the improvement of operations of the applicable acquired facility (a contingent consideration liability). The estimated value of the contingent consideration liabilities at the time of purchase was $3.2 million . The contingent consideration amounts would be determined based on portfolio performance and the facility achieving certain performance hurdles during 2017. During the six months ended June 30, 2017 , one earn-out arrangement expired and resulted in a $0 payout and a second earn-out arrangement was terminated in connection with the transition of the eight senior housing facilities to Managed Properties. To determine the value of the remaining contingent consideration arrangement, the Company used significant inputs not observable in the market to estimate the contingent consideration, made assumptions regarding the probability of the facility achieving the incremental value and then applied an appropriate discount rate. As of June 30, 2017 , based on the performance of this facility, the contingent consideration liability had an estimated value of $0 . During the three months ended June 30, 2017 , the Company made no adjustment to the contingent consideration liability. During the six months ended June 30, 2017 , the Company recorded an adjustment to decrease the contingent consideration liability by $0.8 million and included this amount in other income on the accompanying condensed consolidated statements of income. Operating Leases As of June 30, 2017 , nearly all of the Company’s real estate properties (excluding 11 Managed Properties) were leased under triple-net operating leases with expirations ranging from three to 15 years. As of June 30, 2017 , the leases had a weighted-average remaining term of nine 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 $2.0 million as of June 30, 2017 and $2.7 million as of December 31, 2016 . As of June 30, 2017 , the Company had a $3.3 million reserve for unpaid cash rents and a $2.2 million reserve associated with accumulated straight-line rental income. As of December 31, 2016 , the Company had a $3.2 million reserve for unpaid cash rents and a $3.7 million reserve associated with accumulated straight-line rental income. The following table provides information regarding significant tenant relationships as of June 30, 2017 (dollars in thousands): Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Number of Investments Rental Revenue % of Total Revenue Rental Revenue % of Total Revenue Genesis Healthcare, Inc. 77 $ 20,257 31.3 % $ 40,212 31.6 % Holiday AL Holdings, LP 21 9,813 15.2 19,625 15.4 NMS Healthcare 5 7,505 11.6 15,010 11.8 The Company has entered into memoranda of understanding with Genesis to market for sale 35 skilled nursing facilities and the Company has made certain other lease and corporate guarantee amendments for the remaining 43 facilities leased to Genesis. As of June 30, 2017 , the Company completed the sale of one of these facilities and subsequent to June 30, 2017, the Company completed the sale of one additional facility. Marketing of the remaining 33 facilities is ongoing and is expected to be completed in the second half of 2017; provided, however that there can be no assurances that the Company will successfully complete these sales on the terms or timing contemplated by the memoranda of understanding, or at all. 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 or the parent's fixed charge coverage ratio for those entities with a parent guarantee. These coverage ratios include earnings before interest, taxes, depreciation, amortization and rent (“EBITDAR”) to rent and earnings before interest, taxes, depreciation, amortization, rent and management fees (“EBITDARM”) to rent at the lease level and consolidated EBITDAR to total fixed charges at the parent guarantor level when such a guarantee exists. The Company obtains various financial and operational information from its tenants each month and reviews this information in conjunction with the above-described coverage metrics to identify financial and operational trends, evaluate the impact of the industry's operational and financial environment (including the impact of government reimbursement), and evaluate the management of the tenant’s operations. These metrics help the Company identify potential areas of concern relative to its tenants’ credit quality and ultimately the 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 June 30, 2017 , the future minimum rental payments from the Company’s properties held for investment under non-cancelable operating leases was as follows (in thousands): July 1, 2017 through December 31, 2017 $ 104,798 2018 213,954 2019 220,072 2020 226,084 2021 225,289 Thereafter 1,214,950 $ 2,205,147 |
DISPOSITIONS
DISPOSITIONS | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITIONS | DISPOSITIONS 2017 Dispositions During the six months ended June 30, 2017 , the Company completed the sale of one skilled nursing/transitional care facility for aggregate consideration of $6.1 million . The net book value of this facility was $2.1 million , which resulted in a $4.0 million gain on sale. 2016 Dispositions During the six months ended June 30, 2016 , the Company completed the sale of one skilled nursing/transitional care facility and one acute care hospital for aggregate consideration of $75.5 million after selling expenses of $2.2 million . The net carrying value of the assets and liabilities of these facilities, after the impairment loss of $29.8 million recognized in relation to the acute care hospital, was $80.1 million , resulting in an aggregate $4.7 million loss on sale. Excluding the net gain and loss on the sales of the dispositions made during the six months ended June 30, 2017 and 2016, the Company recognized $0.1 million of net income and $1.1 million of net loss from these facilities during the six months ended June 30, 2017 and 2016, respectively. The sale of these facilities do not represent a strategic shift that has or will have a major effect on the Company's operations and financial results and therefore the results of operations attributable to these facilities have remained in continuing operations. |
LOANS RECEIVABLE AND OTHER INVE
LOANS RECEIVABLE AND OTHER INVESTMENTS | 6 Months Ended |
Jun. 30, 2017 | |
Loans Receivable and Other Investments [Abstract] | |
LOANS RECEIVABLE AND OTHER INVESTMENTS | LOANS RECEIVABLE AND OTHER INVESTMENTS As of June 30, 2017 and December 31, 2016 , the Company’s loans receivable and other investments consisted of the following (dollars in thousands): June 30, 2017 Investment Quantity as of June 30, 2017 Facility Type Principal Balance as of June 30, 2017 (1) Book Value as of June 30, 2017 Book Value as of Weighted Average Contractual Interest Rate / Rate of Return Weighted Average Annualized Effective Interest Rate / Rate of Return Maturity Date as of June 30, 2017 Loans Receivable: Mortgage 4 Skilled Nursing / Senior Housing $ 38,336 $ 38,361 $ 38,262 9.1 % 8.9 % 11/07/16- 04/30/18 Construction 2 Senior Housing 1,736 1,798 842 8.0 % 7.7 % 03/31/21- 05/31/22 Mezzanine 1 Senior Housing 9,640 9,646 9,656 11.0 % 10.8 % 08/31/17 Pre-development 1 Senior Housing 2,304 2,306 4,023 9.0 % 8.4 % 09/09/17 Debtor-in-possession — Acute Care Hospital — — 813 N/A N/A N/A 8 52,016 52,111 53,596 9.4 % 9.3 % Loan loss reserve — (3,248 ) (2,750 ) $ 52,016 $ 48,863 $ 50,846 Other Investments: Preferred Equity 12 Skilled Nursing / Senior Housing 44,961 45,345 45,190 12.9 % 12.9 % N/A Total 20 $ 96,977 $ 94,208 $ 96,036 11.0 % 11.0 % (1) Principal balance includes amounts funded and accrued but unpaid interest / preferred return and excludes capitalizable fees. As of June 30, 2017 , the Company considered three loan receivable investments to be impaired. The principal balances of the impaired loans were $35.2 million as of June 30, 2017 and December 31, 2016. The Company recorded a provision for loan losses of $0.3 million and $1.8 million related to five loan receivable investments during the three and six months ended June 30, 2017, respectively, two of which were written-off during the three months ended June 30, 2017. As of June 30, 2017 , three loans receivable investments totaling $35.2 million were on nonaccrual status. During the three and six months ended June 30, 2017 , the Company reduced its portfolio-based loan loss reserve by $0.1 million and $0.2 million , respectively. The Company's specific loan loss reserve and portfolio-based loan loss reserve were $3.1 million and $0.2 million , respectively, as of June 30, 2017 . The Company's specific loan loss reserve and portfolio-based loan loss reserve were $2.3 million and $0.4 million , respectively, as of December 31, 2016. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2017 | |
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 (1) Book Value as of (1) Weighted Average (2) Maturity Date Fixed Rate $ 162,195 $ 163,638 3.87 % December 2021 - (1) Principal balance does not include deferred financing costs of $ 2.8 million and $2.9 million as of June 30, 2017 and December 31, 2016 , respectively. (2) Weighted average effective interest rate includes private mortgage insurance. Senior Unsecured Notes The Company’s senior unsecured notes consist of the following (dollars in thousands): Principal Balance as of Title Maturity Date June 30, 2017 (1) December 31, 2016 (1) 5.5% senior unsecured notes due 2021 (“2021 Notes”) February 1, 2021 $ 500,000 $ 500,000 5.375% senior unsecured notes due 2023 (“2023 Notes”) June 1, 2023 200,000 200,000 $ 700,000 $ 700,000 (1) Principal balance does not include discount of $ 0.5 million as of June 30, 2017 and December 31, 2016 , and also excludes deferred financing costs of $10.0 million and $11.2 million as of June 30, 2017 and December 31, 2016 , respectively. 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 12, “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 the Company to comply with specified restrictive covenants. As of June 30, 2017 , the Company was in compliance with all applicable financial covenants under the Senior Notes Indentures. Revolving Credit Facility and Term Loans On January 14, 2016, the Operating Partnership and Sabra Canadian Holdings, LLC (together, the “Borrowers”) entered into a third amended and restated unsecured credit facility (the “Credit Facility”). The Credit Facility includes a revolving credit facility (the “Revolving Credit Facility”) and U.S. dollar and Canadian dollar term loans (collectively, the “Term Loans”). The Revolving Credit Facility provides for a borrowing capacity of $500.0 million and, in addition, increases the Company's U.S. dollar and Canadian dollar term loans to $245.0 million and CAD $125.0 million , respectively. Further, up to $125.0 million of the Revolving Credit Facility may be used for borrowings in certain foreign currencies. The Credit Facility also contains an accordion feature that can increase the total available borrowings to $1.25 billion , subject to terms and conditions. In addition, the Canadian dollar term loan was re-designated as a net investment hedge (see Note 8, “Derivative and Hedging Instruments” for further information). The Revolving Credit Facility has a maturity date of January 14, 2020, and includes two six -month extension options. The Term Loans have a maturity date of January 14, 2021. As of June 30, 2017 , there was $32.0 million outstanding under the Revolving Credit Facility and $468.0 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) a base rate determined as the greater of (i) the federal funds rate plus 0.5% , (ii) the prime rate, and (iii) one-month LIBOR plus 1.0% (the "Base Rate"). The applicable percentage for borrowings will vary based on the Consolidated Leverage Ratio, as defined in the credit agreement, and will range from 1.80% to 2.40% per annum for LIBOR based borrowings and 0.80% to 1.40% per annum for borrowings at the Base Rate. As of June 30, 2017 , the interest rate on the Revolving Credit Facility was 3.22% . In addition, the Operating Partnership pays an unused facility fee to the lenders equal to 0.25% or 0.30% per annum, which is determined by usage under the Revolving Credit Facility. The U.S. dollar term loan bears 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. The applicable percentage for borrowings will vary based on the Consolidated Leverage Ratio, as defined in the credit agreement, and will range from 1.75% to 2.35% per annum for LIBOR based borrowings and 0.75% to 1.35% per annum for borrowings at the Base Rate. The Canadian dollar term loan bears interest on the outstanding principal amount at a rate equal to the Canadian Dollar Offer Rate (“CDOR”) plus 1.75% to 2.35% depending on the Consolidated Leverage Ratio. On June 10, 2015, the Company entered into an interest rate swap agreement to fix the CDOR portion of the interest rate for this CAD $90.0 million term loan at 1.59% . In addition, CAD $90.0 million of the Canadian dollar term loan was designated as a net investment hedge (see Note 8, “Derivative and Hedging Instruments” for further information). On August 10, 2016, the Company entered into two interest rate swap agreements to fix the LIBOR portion of the interest rate for its $245.0 million U.S. dollar term loan at 0.90% and one interest rate swap agreement to fix the CDOR portion on CAD $35.0 million of its Canadian dollar term loan at 0.93% . In the event that Sabra achieves investment grade ratings from at least two of S&P, Moody’s and/or Fitch, the Operating Partnership can elect to reduce the applicable percentage for LIBOR or Base Rate borrowings. If the Operating Partnership makes this election, the applicable percentage for borrowings will vary based on the Debt Ratings at each Pricing Level, as defined in the credit agreement, and will range from 0.90% to 1.70% per annum for LIBOR based borrowings under the Revolving Credit Facility, 1.00% to 1.95% per annum for LIBOR or CDOR based borrowings under the Term Loans, 0.00% to 0.70% per annum for borrowings at the Base Rate under the Revolving Credit Facility, and 0.00% to 0.95% per annum for borrowings at the Base Rate under the U.S. dollar term loan. In addition, should the Operating Partnership elect this option, the unused fee will no longer apply and a facility fee ranging between 0.125% and 0.300% per annum will take effect based on the borrowing capacity regardless of amounts outstanding under the Revolving Credit Facility. The obligations of the Borrowers under the Credit Facility are guaranteed by Sabra and certain subsidiaries of Sabra. The Credit Facility contains customary covenants that include restrictions or limitations on the ability to make acquisitions and other investments, pay dividends, incur additional indebtedness, engage in non-healthcare related business activities, enter into transactions with affiliates and sell or otherwise transfer certain assets as well as customary events of default. The Credit 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 June 30, 2017 , the Company was in compliance with all applicable financial covenants under the Credit Facility. Interest Expense During the three and six months ended June 30, 2017 , the Company incurred interest expense of $15.9 million and $31.7 million , respectively, and $16.4 million and $33.3 million during the three and six months ended June 30, 2016 , respectively. Interest expense includes financing costs amortization of $1.3 million and $2.6 million for the three and six months ended June 30, 2017 , respectively, and $1.3 million and $2.5 million for the three and six months ended June 30, 2016 , respectively. As of June 30, 2017 and December 31, 2016 , the Company had $13.4 million and $ 13.8 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 June 30, 2017 (in thousands): Mortgage Indebtedness Revolving Credit Facility (1) Term Loans Senior Notes Total July 1, 2017 through December 31, 2017 $ 2,090 $ — $ — $ — $ 2,090 2018 4,283 — — — 4,283 2019 4,426 — — — 4,426 2020 4,575 32,000 — — 36,575 2021 19,941 — 341,287 500,000 861,228 Thereafter 126,880 — — 200,000 326,880 Total Principal Balance 162,195 32,000 341,287 700,000 1,235,482 Discount — — — (458 ) (458 ) Deferred financing costs (2,829 ) — (2,039 ) (10,034 ) (14,902 ) Total Debt, net $ 159,366 $ 32,000 $ 339,248 $ 689,508 $ 1,220,122 (1) Revolving Credit Facility is subject to two six -month extension options. |
DERIVATIVE AND HEDGING INSTRUME
DERIVATIVE AND HEDGING INSTRUMENTS | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE AND HEDGING INSTRUMENTS | DERIVATIVE AND HEDGING INSTRUMENTS The Company is exposed to various market risks, including the potential loss arising from adverse changes in interest rates and foreign exchange rates. The Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates and foreign exchange rates. The Company’s derivative financial instruments are used to manage differences in the amount of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings. Certain of the Company’s foreign operations expose the Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value in the Company’s functional currency, the U.S. dollar, of the Company’s investment in foreign operations, the cash receipts and payments related to these foreign operations and payments of interest and principal under Canadian dollar denominated debt. The Company enters into derivative financial instruments to protect the value of its foreign investments and fix a portion of the interest payments for certain debt obligations. The Company does not enter into derivatives for speculative purposes. Cash Flow Hedges The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Approximately $2.9 million of losses, which are included in accumulated other comprehensive loss, as of June 30, 2017 , are expected to be reclassified into earnings in the next 12 months. In 2016 the Company terminated its interest rate cap, generating cash proceeds of $0.3 million . The balance of the loss in other comprehensive income will be reclassified to earnings through 2019. Net Investment Hedges The Company is exposed to fluctuations in foreign exchange rates on investments it holds in Canada. The Company uses cross currency interest rate swaps to hedge its exposure to changes in foreign exchange rates on these foreign investments. The following presents the notional amount of derivatives instruments as of the dates indicated (in thousands): June 30, 2017 December 31, 2016 Derivatives designated as cash flow hedges: Denominated in U.S. Dollars $ 245,000 $ 245,000 Denominated in Canadian Dollars $ 125,000 $ 125,000 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 56,096 $ 56,300 Financial instrument designated as net investment hedge: Denominated in Canadian Dollars $ 125,000 $ 125,000 Derivatives not designated as net investment hedges: Denominated in Canadian Dollars $ 204 $ — Derivative and Financial Instruments Designated as Hedging Instruments The following is a summary of the derivative and financial instruments designated as hedging instruments held by the Company at June 30, 2017 and December 31, 2016 (in thousands): Fair Value Maturity Dates Type Designation Count June 30, 2017 December 31, 2016 Balance Sheet Location Assets: Interest rate swap Cash Flow 3 $ 7,870 $ 8,083 2021 Prepaid expenses, deferred financing costs and other assets, net Cross currency interest rate swaps Net Investment 2 1,900 3,157 2025 Prepaid expenses, deferred financing costs and other assets, net $ 9,770 $ 11,240 Liabilities: Interest rate swap Cash Flow 1 $ 185 $ 716 2020 - 2021 Accounts payable and accrued liabilities CAD Term Loan Net Investment 1 96,288 93,000 2021 Term loans, net $ 96,473 $ 93,716 The following presents the effect of the Company’s derivative and financial instruments designated as hedging instruments on the condensed consolidated statements of income and the condensed consolidated statements of equity for the three and six months ended June 30, 2017 : Gain (Loss) Recognized in Other Comprehensive Income Income Statement Location Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Cash Flow Hedges: Interest Rate Products $ (136 ) $ (417 ) $ 125 $ (1,957 ) Interest Expense Net Investment Hedges: Foreign Currency Products (242 ) 283 (1,159 ) (2,220 ) N/A CAD Term Loan (2,513 ) 7,225 (3,288 ) 87 N/A $ (2,891 ) $ 7,091 $ (4,322 ) $ (4,090 ) Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) Income Statement Location Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Cash Flow Hedges: Interest Rate Products $ (399 ) $ (215 ) $ (869 ) $ (381 ) Interest Expense Net Investment Hedges: Foreign Currency Products — — — — N/A CAD Term Loan — — — — N/A $ (399 ) $ (215 ) $ (869 ) $ (381 ) During the three and six months ended June 30, 2017 , the Company determined that a portion of a cash flow hedge was ineffective and recognized $14,000 and $0.1 million , respectively, of unrealized losses related to its interest rate swaps to other income in the condensed consolidated statements of income. During the three and six months ended June 30, 2016 , the Company recorded no hedge ineffectiveness in the condensed consolidated statements of income. Derivatives Not Designated as Hedging Instruments As of June 30, 2017 , the Company had one outstanding cross currency interest rate swap not designated as a hedging instrument in an asset position with a fair value of $7,000 and included this amount in prepaid expenses, deferred financing costs and other assets, net on the condensed consolidated balance sheets. During the three and six months ended June 30, 2017 , the Company recorded $1,000 and $8,000 , respectively, of other expense related to this derivative not designated as a hedging instrument. As of December 31, 2016, the Company's derivatives were all designated as hedging instruments. Offsetting Derivatives The Company enters into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of June 30, 2017 and December 31, 2016 : As of June 30, 2017 Gross Amounts Not Offset in the Balance Sheet Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 9,777 $ — $ 9,777 $ (185 ) $ — $ 9,592 Offsetting Liabilities: Derivatives $ 185 $ — $ 185 $ (185 ) $ — $ — As of December 31, 2016 Gross Amounts Not Offset in the Balance Sheet Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 11,240 $ — $ 11,240 $ (716 ) $ — $ 10,524 Offsetting Liabilities: Derivatives $ 716 $ — $ 716 $ (716 ) $ — $ — Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. As of June 30, 2017 , the Company had no derivatives with a fair value in a net liability position. |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES Financial Instruments The fair value for certain financial instruments is derived using a combination of market quotes, pricing models and other valuation techniques that involve significant management judgment. The price transparency of financial instruments is a key determinant of the degree of judgment involved in determining the fair value of the Company’s financial instruments. Financial instruments for which actively quoted prices or pricing parameters are available and whose markets contain orderly transactions will generally have a higher degree of price transparency than financial instruments whose markets are inactive or consist of non-orderly trades. The Company evaluates several factors when determining if a market is inactive or when market transactions are not orderly. The carrying values of cash and cash equivalents, restricted cash, accounts payable, accrued liabilities and the Credit Facility 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. As such, the Company classifies these instruments as Level 3. 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. As such, the Company classifies these instruments as Level 3. Derivative instruments : The Company’s derivative instruments are presented at fair value on the accompanying condensed consolidated balance sheets. The Company estimates the fair value of derivative instruments, including its interest rate swap and cross currency swaps, using the assistance of a third party using inputs that are observable in the market, which includes forward yield curves and other relevant information. Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative financial instruments utilize level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company has determined that its derivative financial instruments valuations in their entirety are classified in level 2 of the fair value hierarchy. Senior Notes : These instruments are presented in the accompanying condensed consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums (discounts) and not at fair value. The fair values of the Senior Notes were determined using third-party market quotes derived from orderly trades. As such, the Company classifies these instruments as Level 2. Mortgage indebtedness : These instruments are presented in the accompanying condensed consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums (discounts) and not at fair value. The fair values of the Company’s 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. As such, the Company classifies these instruments as Level 3. The following are the face values, carrying amounts and fair values of the Company’s financial instruments as of June 30, 2017 and December 31, 2016 whose carrying amounts do not approximate their fair value (in thousands): June 30, 2017 December 31, 2016 Carrying Amount (1) Face (2) Fair Value Carrying (1) Face (2) Fair Value Financial assets: Loans receivable $ 52,111 $ 52,016 $ 48,850 $ 53,596 $ 53,484 $ 51,914 Preferred equity investments 45,345 44,961 47,073 45,190 44,882 48,332 Financial liabilities: Senior Notes 689,508 700,000 724,375 688,246 700,000 709,500 Mortgage indebtedness 159,366 162,195 148,890 160,752 163,638 150,091 (1) Carrying amounts represent the book value of financial instruments, including unamortized premiums (discounts), but excluding related reserves. (2) Face value represents amounts contractually due under the terms of the respective agreements. The Company determined the fair value of financial instruments as of June 30, 2017 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 $ 48,850 $ — $ — $ 48,850 Preferred equity investments 47,073 — — 47,073 Financial liabilities: Senior Notes 724,375 — 724,375 — Mortgage indebtedness 148,890 — — 148,890 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. Items Measured at Fair Value on a Recurring Basis During the six months ended June 30, 2017 , 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: Financial assets: Interest rate swap $ 7,870 $ — $ 7,870 $ — Cross currency swap 1,900 — 1,900 — Financial liabilities: Interest rate swap 185 — 185 — The Company entered into contingent consideration arrangements as a result of three acquisitions of real estate (see Note 4, “Real Estate Properties Held for Investment”). During the six months ended June 30, 2017 , one earn-out arrangement expired and resulted in a $0 payout and a second earn-out arrangement was terminated in connection with the transition of the eight senior housing facilities to Managed Properties. In order to determine the fair value of the Company’s remaining contingent consideration arrangements the Company used significant inputs not observable in the market to estimate the contingent consideration. The Company used financial information provided by the facility to estimate the possible payout. As of June 30, 2017 , the total contingent consideration liability had an estimated value of $0 . The following reconciliation provides the details of activity for contingent consideration liability recorded at fair value using Level 3 inputs (in thousands): Balance as of December 31, 2016 $ 818 Decrease in contingent consideration liability (822 ) Foreign currency translation 4 Balance as of June 30, 2017 $ — A corresponding amount equal to the decrease in the contingent consideration liability was included as other income on the accompanying consolidated statements of income for the six months ended June 30, 2017 . No adjustment was made during the three months ended June 30, 2017 . |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 , 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 (which would not include the pending Merger transaction), 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 six months ended June 30, 2017 : Declaration Date Record Date Amount Per Share Dividend Payable Date February 3, 2017 February 15, 2017 $ 0.42 February 28, 2017 May 8, 2017 May 18, 2017 $ 0.43 May 31, 2017 During the six months ended June 30, 2017 , the Company issued 0.1 million shares of common stock as a result of restricted stock unit vestings and in connection with amounts payable under the Company's 2016 Bonus Plan pursuant to an election by certain participants to receive their bonus in the form of an equity award. 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 six months ended June 30, 2017 , pursuant to advance elections made by certain participants, the Company incurred $2.6 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. Accumulated Other Comprehensive Loss The following is a summary of the Company’s accumulated other comprehensive loss (in thousands): June 30, 2017 December 31, 2016 Foreign currency translation loss $ (2,927 ) $ (3,067 ) Unrealized gains on cash flow hedges 2,094 1,269 Total accumulated other comprehensive loss $ (833 ) $ (1,798 ) |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 6 Months Ended |
Jun. 30, 2017 | |
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 and six months ended June 30, 2017 and 2016 (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Numerator Net income attributable to common stockholders $ 17,960 $ 34,915 $ 34,222 $ 16,643 Denominator Basic weighted average common shares and common equivalents 65,438,739 65,303,057 65,396,146 65,274,845 Dilutive restricted stock units 232,114 200,326 297,873 179,492 Diluted weighted average common shares 65,670,853 65,503,383 65,694,019 65,454,337 Net income attributable to common stockholders, per: Basic common share $ 0.27 $ 0.53 $ 0.52 $ 0.25 Diluted common share $ 0.27 $ 0.53 $ 0.52 $ 0.25 During the three and six months ended June 30, 2017 , approximately 15,900 and 19,300 restricted stock units, respectively, were not included in computing diluted earnings per share because they were considered anti-dilutive. During the three and six months ended June 30, 2016 , approximately 24,200 and 31,200 restricted stock units, respectively, were not included in computing diluted earnings per share because they were considered anti-dilutive. |
SUMMARIZED CONDENSED CONSOLIDAT
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION | 6 Months Ended |
Jun. 30, 2017 | |
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. 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, 2017 (in thousands) (unaudited) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 151 $ — $ 1,848,316 $ 147,444 $ — $ 1,995,911 Loans receivable and other investments, net (172 ) — 94,380 — — 94,208 Cash and cash equivalents 4,718 — 2,431 6,086 — 13,235 Restricted cash — — 67 9,346 — 9,413 Prepaid expenses, deferred financing costs and other assets, net 13,963 15,113 102,856 10,984 (1,723 ) 141,193 Intercompany 292,398 674,928 — — (967,326 ) — Investment in subsidiaries 698,329 987,422 13,814 — (1,699,565 ) — Total assets $ 1,009,387 $ 1,677,463 $ 2,061,864 $ 173,860 $ (2,668,614 ) $ 2,253,960 Liabilities Mortgage notes, net $ — $ — $ — $ 159,366 $ — $ 159,366 Revolving credit facility — 32,000 — — — 32,000 Term loans, net — 243,795 95,453 — — 339,248 Senior unsecured notes, net — 689,508 — — — 689,508 Accounts payable and accrued liabilities 12,691 13,831 8,626 3,698 (1,723 ) 37,123 Intercompany — — 994,200 (26,874 ) (967,326 ) — Total liabilities 12,691 979,134 1,098,279 136,190 (969,049 ) 1,257,245 Total Sabra Health Care REIT, Inc. stockholders' equity 996,696 698,329 963,585 37,651 (1,699,565 ) 996,696 Noncontrolling interests — — — 19 — 19 Total equity 996,696 698,329 963,585 37,670 (1,699,565 ) 996,715 Total liabilities and equity $ 1,009,387 $ 1,677,463 $ 2,061,864 $ 173,860 $ (2,668,614 ) $ 2,253,960 CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2016 (in thousands) (unaudited) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 150 $ — $ 1,860,850 $ 148,939 $ — $ 2,009,939 Loans receivable and other investments, net (410 ) — 96,446 — — 96,036 Cash and cash equivalents 18,168 — 2,675 4,820 — 25,663 Restricted cash — — 57 8,945 — 9,002 Prepaid expenses, deferred financing costs and other assets, net 2,859 18,023 96,301 10,005 (1,909 ) 125,279 Intercompany 368,281 687,493 — 25,125 (1,080,899 ) — Investment in subsidiaries 640,238 907,136 12,364 — (1,559,738 ) — Total assets $ 1,029,286 $ 1,612,652 $ 2,068,693 $ 197,834 $ (2,642,546 ) $ 2,265,919 Liabilities Mortgage notes, net $ — $ — $ — $ 160,752 $ — $ 160,752 Revolving credit facility — 26,000 — — — 26,000 Term loans, net — 243,626 92,047 — — 335,673 Senior unsecured notes, net — 688,246 — — — 688,246 Accounts payable and accrued liabilities 13,712 14,542 11,606 1,688 (1,909 ) 39,639 Intercompany — — 1,080,899 — (1,080,899 ) — Total liabilities 13,712 972,414 1,184,552 162,440 (1,082,808 ) 1,250,310 Total Sabra Health Care REIT, Inc. stockholders' equity 1,015,574 640,238 884,141 35,359 (1,559,738 ) 1,015,574 Noncontrolling interests — — — 35 — 35 Total equity 1,015,574 640,238 884,141 35,394 (1,559,738 ) 1,015,609 Total liabilities and equity $ 1,029,286 $ 1,612,652 $ 2,068,693 $ 197,834 $ (2,642,546 ) $ 2,265,919 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended June 30, 2017 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non-Guarantor Elimination Consolidated Revenues: Rental income $ — $ — $ 52,442 $ 4,656 $ (1,194 ) $ 55,904 Interest and other income 6 — 2,039 — (18 ) 2,027 Resident fees and services — — — 6,805 — 6,805 Total revenues 6 — 54,481 11,461 (1,212 ) 64,736 Expenses: Depreciation and amortization 216 — 15,425 1,579 — 17,220 Interest — 13,516 715 1,631 — 15,862 Operating expenses — — — 5,619 (1,212 ) 4,407 General and administrative 9,853 17 1,222 57 — 11,149 Provision for doubtful accounts and loan losses 227 — 308 — — 535 Total expenses 10,296 13,533 17,670 8,886 (1,212 ) 49,173 Other income (expense): Other income 916 703 (665 ) (13 ) — 941 Net gain on sales of real estate — — 4,026 6 — 4,032 Total other income (expense) 916 703 3,361 (7 ) — 4,973 Income in subsidiary 29,894 42,724 1,785 — (74,403 ) — Net income 20,520 29,894 41,957 2,568 (74,403 ) 20,536 Net income attributable to noncontrolling interests — — — (16 ) — (16 ) Net income attributable to Sabra Health Care REIT, Inc. 20,520 29,894 41,957 2,552 (74,403 ) 20,520 Preferred stock dividends (2,560 ) — — — — (2,560 ) Net income attributable to common stockholders $ 17,960 $ 29,894 $ 41,957 $ 2,552 $ (74,403 ) $ 17,960 Net loss attributable to common stockholders, per: Basic common share $ 0.27 Diluted common share $ 0.27 Weighted-average number of common shares outstanding, basic 65,438,739 Weighted-average number of common shares outstanding, diluted 65,670,853 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 Combined Non-Guarantor Elimination Consolidated Revenues: Rental income $ — $ — $ 50,674 $ 5,214 $ (591 ) $ 55,297 Interest and other income 1 119 17,004 65 (196 ) 16,993 Resident fees and services — — — 1,959 — 1,959 Total revenues 1 119 67,678 7,238 (787 ) 74,249 Expenses: Depreciation and amortization 201 — 14,620 1,584 — 16,405 Interest — 13,720 1,114 1,712 (119 ) 16,427 Operating expenses — — — 2,043 (603 ) 1,440 General and administrative 3,713 12 849 62 — 4,636 (Recovery of) provision for doubtful accounts and loan losses (888 ) — 1,111 — — 223 Total expenses 3,026 13,732 17,694 5,401 (722 ) 39,131 Other income (expense): Other income (expense) 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 38,467 52,064 1,710 — (92,241 ) — Net income 37,540 38,467 51,951 1,814 (92,306 ) 37,466 Net loss attributable to noncontrolling interests — — — 9 — 9 Net income attributable to Sabra Health Care REIT, Inc. 37,540 38,467 51,951 1,823 (92,306 ) 37,475 Preferred stock dividends (2,560 ) — — — — (2,560 ) Net income attributable to common stockholders $ 34,980 $ 38,467 $ 51,951 $ 1,823 $ (92,306 ) $ 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 Six Months Ended June 30, 2017 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Revenues: Rental income $ — $ — $ 105,481 $ 9,625 $ (1,978 ) $ 113,128 Interest and other income 13 — 3,977 — (18 ) 3,972 Resident fees and services — — — 10,286 — 10,286 Total revenues 13 — 109,458 19,911 (1,996 ) 127,386 Expenses: Depreciation and amortization 432 — 32,381 3,544 — 36,357 Interest — 26,924 1,445 3,281 — 31,650 Operating expenses — — — 8,823 (1,996 ) 6,827 General and administrative 15,770 32 2,019 201 — 18,022 Provision for doubtful accounts and loan losses 82 — 2,223 — — 2,305 Total expenses 16,284 26,956 38,068 15,849 (1,996 ) 95,161 Other income: Other income 2,283 737 50 — — 3,070 Net gain on sale of real estate — — 4,026 6 — 4,032 Total other income 2,283 737 4,076 6 — 7,102 Income in subsidiary 53,331 79,550 3,564 — (136,445 ) — Net income 39,343 53,331 79,030 4,068 (136,445 ) 39,327 Net loss attributable to noncontrolling interests — — — 16 — 16 Net income attributable to Sabra Health Care REIT, Inc. 39,343 53,331 79,030 4,084 (136,445 ) 39,343 Preferred stock dividends (5,121 ) — — — — (5,121 ) Net income attributable to common stockholders $ 34,222 $ 53,331 $ 79,030 — $ 4,084 $ (136,445 ) $ 34,222 Net loss attributable to common stockholders, per: Basic common share $ 0.52 Diluted common share $ 0.52 Weighted-average number of common shares outstanding, basic 65,396,146 Weighted-average number of common shares outstanding, diluted 65,694,019 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 $ — $ — $ 101,424 $ 10,347 $ (1,162 ) $ 110,609 Interest and other income 2 238 22,335 127 (377 ) 22,325 Resident fees and services — — — 3,874 — 3,874 Total revenues 2 238 123,759 14,348 (1,539 ) 136,808 Expenses: Depreciation and amortization 384 — 30,634 3,153 — 34,171 Interest — 28,023 2,132 3,428 (238 ) 33,345 Operating expenses — — — 4,025 (1,173 ) 2,852 General and administrative 8,187 22 1,029 112 — 9,350 (Recovery of) 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 67,007 10,718 (1,411 ) 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 27,708 55,467 3,370 — (86,545 ) — Net income 21,892 27,708 55,239 3,557 (86,673 ) 21,723 Net loss attributable to noncontrolling interests — — — 41 — 41 Net income attributable to Sabra Health Care REIT, Inc. 21,892 27,708 55,239 3,598 (86,673 ) 21,764 Preferred stock dividends (5,121 ) — — — — (5,121 ) Net income attributable to common stockholders $ 16,771 $ 27,708 $ 55,239 $ 3,598 $ (86,673 ) $ 16,643 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 65,274,845 Weighted-average number of common shares outstanding, diluted 65,454,337 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Three Months Ended June 30, 2017 (dollars in thousands) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net income $ 20,520 $ 29,894 $ 41,957 $ 2,568 $ (74,403 ) $ 20,536 Other comprehensive (loss) income Unrealized gain (loss), net of tax: Foreign currency translation (loss) income — (415 ) 833 280 — 698 Unrealized gain (loss) on cash flow hedge (1) — 285 (188 ) — — 97 Total other comprehensive (loss) income — (130 ) 645 280 — 795 Comprehensive income 20,520 29,764 42,602 2,848 (74,403 ) 21,331 Comprehensive income attributable to noncontrolling interest — — — (16 ) — (16 ) Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 20,520 $ 29,764 $ 42,602 $ 2,832 $ (74,403 ) $ 21,315 (1) Amounts are net of provision for income taxes of $0.2 million for the three months ended June 30, 2017. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Three Months Ended June 30, 2016 (dollars in thousands) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net income $ 37,540 $ 38,467 $ 51,951 $ 1,814 $ (92,306 ) $ 37,466 Other comprehensive income: Foreign currency translation — 287 29 8 — 324 Unrealized loss on cash flow hedge — (206 ) — — — (206 ) Total other comprehensive income — 81 29 8 — 118 Comprehensive income 37,540 38,548 51,980 1,822 (92,306 ) 37,584 Comprehensive loss attributable to noncontrolling interest — — — 9 — 9 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 37,540 $ 38,548 $ 51,980 $ 1,831 $ (92,306 ) $ 37,593 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Six Months Ended June 30, 2017 (dollars in thousands) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net income $ 39,343 $ 53,331 $ 79,030 $ 4,068 $ (136,445 ) $ 39,327 Other comprehensive (loss) income Unrealized (loss) gain, net of tax: Foreign currency translation (loss) income — (1,367 ) 1,131 376 — 140 Unrealized gain (loss) on cash flow hedge (1) — 1,013 (188 ) — — 825 Total other comprehensive (loss) income — (354 ) 943 376 — 965 Comprehensive income 39,343 52,977 79,973 4,444 (136,445 ) 40,292 Comprehensive loss attributable to noncontrolling interest — — — 16 — 16 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 39,343 $ 52,977 $ 79,973 $ 4,460 $ (136,445 ) $ 40,308 (1) Amounts are net of provision for income taxes of $0.2 million for the six months ended June 30, 2017. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Six Months Ended June 30, 2016 (dollars in thousands) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net income $ 21,892 $ 27,708 $ 55,239 $ 3,557 $ (86,673 ) $ 21,723 Other comprehensive (loss) income: Foreign currency translation (loss) income — (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 21,892 23,653 56,902 4,002 (86,673 ) 19,776 Comprehensive loss attributable to noncontrolling interest — — — 41 — 41 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 21,892 $ 23,653 $ 56,902 $ 4,043 $ (86,673 ) $ 19,817 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2017 (in thousands) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net cash provided by (used in) operating activities $ 49,670 $ — $ (1,703 ) $ 5,904 $ — $ 53,871 Cash flows from investing activities: Acquisition of real estate — — (14,456 ) — — (14,456 ) Origination and fundings of loans receivable — — (927 ) — — (927 ) Origination and fundings of preferred equity investments — — (76 ) — — (76 ) Additions to real estate (12 ) — (1,106 ) (176 ) — (1,294 ) Repayment of loans receivable — — 1,547 — — 1,547 Repayments of preferred equity investments — — 2,766 — — 2,766 Investment in subsidiaries 2,474 2,474 — — (4,948 ) — Net proceeds from the sales of real estate — — 6,099 — — 6,099 Intercompany financing (1,667 ) (7,543 ) — — 9,210 — Net cash provided by (used in) investing activities 795 (5,069 ) (6,153 ) (176 ) 4,262 (6,341 ) Cash flows from financing activities: Net repayments from revolving credit facility — 6,000 — — — 6,000 Principal payments on mortgage notes — — — (2,049 ) — (2,049 ) Payments of deferred financing costs — (124 ) — — — (124 ) Issuance of common stock, net (3,224 ) — — — — (3,224 ) Dividends paid on common and preferred stock (60,691 ) — — — — (60,691 ) Distribution to parent — (2,474 ) — (2,474 ) 4,948 — Intercompany financing — 1,667 7,543 — (9,210 ) — Net cash (used in) provided by financing activities (63,915 ) 5,069 7,543 (4,523 ) (4,262 ) (60,088 ) Net (decrease) increase in cash and cash equivalents (13,450 ) — (313 ) 1,205 — (12,558 ) Effect of foreign currency translation on cash and cash equivalents — — 69 61 — 130 Cash and cash equivalents, beginning of period 18,168 — 2,675 4,820 — 25,663 Cash and cash equivalents, end of period $ 4,718 $ — $ 2,431 $ 6,086 $ — $ 13,235 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 $ — $ 3,177 $ 4,147 $ — $ 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 subsidiaries (200 ) (200 ) — — 400 — Net proceeds from the sale of real estate — — 75,456 — — 75,456 Distribution from subsidiaries 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 — — (77 ) (1,983 ) — (2,060 ) Payments of deferred financing costs — (5,320 ) (611 ) — — (5,931 ) Issuance of common stock, net (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 ) (256,406 ) (3,808 ) 348,486 (254,208 ) Net increase (decrease) in cash and cash equivalents 93,056 — 3,265 (15 ) — 96,306 Effect of foreign currency translation on cash and cash equivalents — — 70 58 — 128 Cash and cash equivalents, beginning of period 2,548 — 456 4,430 — 7,434 Cash and cash equivalents, end of period $ 95,604 $ — $ 3,791 $ 4,473 $ — $ 103,868 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2017 | |
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. As of June 30, 2017 , the Company does not expect that compliance with existing environmental laws will have a material adverse effect on the Company’s financial condition and results of operations. Legal Matters From time to time, the Company is party to legal proceedings that arise in the ordinary course of its business. Management is not aware of any legal proceedings where the likelihood of a loss contingency is reasonably possible and the amount or range of reasonably possible losses is material to the Company's results of operations, financial condition or cash flows. In addition, subsequent to its entry into the Merger Agreement, the Company, the Operating Partnership and Merger Sub were named, in addition to CCP and each member of CCP’s board of directors (collectively, “CCP Defendants”), in two putative class action lawsuits ( Loeb v. Care Capital Properties, Inc., et al ., Case No. 1:17-cv-00866-UNA (D. Del. June 30, 2017), and Klein v. Care Capital Properties, Inc., et al., Case No 1:99-mc-09999 (D. Del. July 10, 2017)) filed in the United States District Court for the District of Delaware. Four other related actions have been filed against only the CCP Defendants, three in the U.S. District Court for the District of Delaware ( Gordon v. Care Capital Properties, Inc., et al. , Case No. 1:17-cv-00859-LPS; Vineyard v. Care Capital Properties, Inc., et al. , Case No. 1:17-cv-00878-LPS; and Parrish v. Care Capital Properties, Inc., et al. , Case No. 1:17-cv-00909-LPS) and one in the U.S. District Court for the Northern District of Illinois ( Douglas v. Care Capital Properties, Inc., et al. , Case No. 1:17-cv-04942). The lawsuits all seek to recover under federal securities laws on the basis that the joint proxy statement/prospectus included in the registration statement filed by the Company with the SEC purportedly omitted to disclose information necessary to make the statements therein not materially false or misleading. The lawsuits seek, among other things, an injunction of the Merger; dissemination of a revised registration statement; declarations that the registration statement violated federal securities laws; damages, including rescissory damages; and an award of costs and attorneys’ fees. On July 25, 2017, the five actions filed in the United States District Court for the District of Delaware were consolidated under the lead-case caption In re Care Capital Properties, Inc. Shareholder Litigation , Civil Action No. 1:17-cv-00859-LPS. The lawsuits are in a preliminary stage. The Company believes that these actions are without merit. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2017 | |
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 In accordance with the terms of the Merger Agreement, on August 2, 2017 , the Company announced that its board of directors declared a prorated quarterly cash dividend of $0.3598913 per share of common stock, assuming the closing of the Merger occurs on August 17, 2017. The dividend will be paid on August 18, 2017 to common stockholders of record as of the close of business on August 16, 2017 . If the closing of the Merger occurs later than August 17, 2017, then the record date will be revised to be the last business day prior to the closing date, the amount of the dividend will be increased by $0.0046739 per share per calendar day that the record date occurs later than August 16, 2017, and the dividend will be paid on the earliest practicable date thereafter. On August 2, 2017 , 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 August 31, 2017 to preferred stockholders of record as of the close of business on August 16, 2017 . Credit Facility On July 28, 2017, the Company and certain of its subsidiaries irrevocably delivered into escrow, along with the other parties thereto, their respective signature pages to the form of a fourth amended and restated unsecured credit agreement (the “Amended Credit Agreement”). The Amended Credit Agreement is conditioned on and expected to become effective concurrent with the closing of the Company's pending merger transaction with CCP. When it becomes effective, the Amended Credit Agreement will amend and restate the current Credit Facility. The Amended Credit Agreement includes a revolving credit facility of $1.0 billion , U.S. dollar term loans of $1.1 billion and a Canadian dollar term loan of CAD $125 million . The revolving credit facility has a maturity date of the fourth anniversary of the effective date of the Amended Credit Agreement, and includes two six -month extension options. $200 million of the U.S. dollar term loans matures on the third anniversary of the effective date and the remaining $900 million of U.S. dollar term loans and the Canadian dollar term loan mature on the fifth anniversary of the effective date. The Amended Credit Agreement also contains an accordion feature that can increase the total available borrowings to $2.5 billion (an increase from $1.25 billion in the current Credit Facility), subject to standard accordion provisions. |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying condensed consolidated financial statements include the accounts of Sabra and its wholly owned subsidiaries as of June 30, 2017 and December 31, 2016 and for the periods ended June 30, 2017 and 2016 . 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 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 and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 . For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC. |
Variable Interest Entities | GAAP requires the Company to identify entities for which control is achieved through voting rights or other means and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity's activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. If the Company were determined to be the primary beneficiary of the VIE, the Company would consolidate investments in the VIE. The Company may change its original assessment of a VIE due to events such as modifications of contractual arrangements that affect the characteristics or adequacy of the entity's equity investments at risk and the disposal of all or a portion of an interest held by the primary beneficiary. The Company identifies the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The Company performs this analysis on an ongoing basis. As of June 30, 2017 , the Company determined it was the primary beneficiary of one variable interest entity—a senior housing facility—and has consolidated the operations of this facility in the accompanying condensed consolidated financial statements. As of June 30, 2017 , the Company determined that operations of this entity 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 June 30, 2017 , none of the Company's investments in loans are accounted for as real estate joint ventures. As it relates to investments in joint ventures, the Company assesses any limited partners' rights and their impact on the presumption of control of the limited partnership by any single partner. The Company reassesses its determination of which entity controls the joint venture if: there is a change to the terms or in the exercisability of the rights of any partners, 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. |
Recently Issued Accounting Standards Update | Between May 2014 and May 2016, the FASB issued three Accounting Standards Update (“ASU”) changing the requirements for recognizing and reporting revenue (together, herein referred to as the “Revenue ASUs”): (i) ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), (ii) ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) and (iii) ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). ASU 2014-09 provides guidance for revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-08 is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. ASU 2016-12 provides practical expedients and improvements on the previously narrow scope of ASU 2014-09. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 defers the effective date of ASU 2014-09 by one year to fiscal years, and interim periods within, beginning after December 15, 2017. All subsequent ASUs related to ASU 2014-09, including ASU 2016-08 and ASU 2016-12, assumed the deferred effective date enforced by ASU 2015-14. Early adoption of the Revenue ASUs is permitted for annual periods, and interim periods within, beginning after December 15, 2016. A reporting entity may apply the amendments in the Revenue ASUs using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or full retrospective approach. The Company has not yet elected a transition method and is evaluating the complete impact of the adoption of the Revenue ASUs on January 1, 2018 to its consolidated financial position, results of operations and disclosures. The Company expects to complete its evaluation of the impacts of the Revenue ASUs during the second half of 2017. As the primary source of revenue for the Company is generated through leasing arrangements, which are excluded from the Revenue ASUs, the Company expects that the impact of the Revenue ASUs to the Company will be limited to the recognition of non-lease revenue, such as certain resident fees in its Managed Properties structures (a portion of which are not generated through leasing arrangements) and therefore are not expected to have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 supersedes guidance related to accounting for leases. ASU 2016-02 updates guidance around the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The objective of ASU 2016-02 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. ASU 2016-02 does not fundamentally change lessor accounting; however, some changes have been made to lessor accounting to conform and align that guidance with the lessee guidance and other areas within GAAP. ASU 2016-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the definition of a business (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. When substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. To be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to create outputs. To be a business without outputs, there will now need to be an organized workforce. ASU 2017-01 is effective for fiscal years and interim periods within those years beginning after December 15, 2017, with early adoption permitted. The Company adopted ASU 2017-01 on October 1, 2016 on a prospective basis. The Company expects that the majority of its future acquisitions of real estate will be accounted for as asset acquisitions under the new guidance. This adoption will impact how the Company accounts for acquisition pursuit costs and contingent consideration which may result in lower expensed acquisition pursuit costs and eliminate fair value adjustments related to future contingent consideration arrangements. In May 2017, the FASB issued ASU 2017-09, Compensation—Stock compensation (Topic 718): Scope of modification accounting (“ASU 2017-09”). ASU 2017-09 clarifies and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 is effective for fiscal years and interim periods within those years beginning after December 15, 2017, with early adoption permitted. The Company does not expect the adoption of ASU 2017-09 to have a significant impact on its consolidated financial statements. |
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 and the Credit Facility 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. As such, the Company classifies these instruments as Level 3. 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. As such, the Company classifies these instruments as Level 3. Derivative instruments : The Company’s derivative instruments are presented at fair value on the accompanying condensed consolidated balance sheets. The Company estimates the fair value of derivative instruments, including its interest rate swap and cross currency swaps, using the assistance of a third party using inputs that are observable in the market, which includes forward yield curves and other relevant information. Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative financial instruments utilize level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company has determined that its derivative financial instruments valuations in their entirety are classified in level 2 of the fair value hierarchy. Senior Notes : These instruments are presented in the accompanying condensed consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums (discounts) and not at fair value. The fair values of the Senior Notes were determined using third-party market quotes derived from orderly trades. As such, the Company classifies these instruments as Level 2. Mortgage indebtedness : These instruments are presented in the accompanying condensed consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums (discounts) and not at fair value. The fair values of the Company’s 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. As such, the Company classifies these instruments as Level 3. |
RECENT REAL ESTATE ACQUISITIO25
RECENT REAL ESTATE ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The consideration for the senior housing facility was allocated as follows (in thousands): Six Months Ended June 30, 2017 Land $ 1,034 Building and Improvements 13,128 Tenant Origination and Absorption Costs 223 Tenant Relationship 71 Total Consideration $ 14,456 |
REAL ESTATE PROPERTIES HELD F26
REAL ESTATE PROPERTIES HELD FOR INVESTMENT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 Property Type Number of Properties Number of Beds/Units Total Real Estate at Cost Accumulated Depreciation Total Real Estate Investments, Net Skilled Nursing/Transitional Care 96 10,689 $ 1,038,958 $ (203,740 ) $ 835,218 Senior Housing (1) 75 7,070 1,044,664 (89,383 ) 955,281 Managed Properties (1) 11 1,001 164,334 (9,402 ) 154,932 Acute Care Hospital 1 70 61,640 (11,311 ) 50,329 183 18,830 2,309,596 (313,836 ) 1,995,760 Corporate Level 418 (267 ) 151 $ 2,310,014 $ (314,103 ) $ 1,995,911 As of December 31, 2016 Property Type Number of Properties Number of Beds/Units Total Real Estate at Cost Accumulated Depreciation Total Real Estate Investments, Net Skilled Nursing/Transitional Care 97 10,819 $ 1,042,754 $ (190,038 ) $ 852,716 Senior Housing (1) 83 7,855 1,153,739 (80,449 ) 1,073,290 Managed Properties 2 134 34,212 (1,682 ) 32,530 Acute Care Hospital 1 70 61,640 (10,387 ) 51,253 183 18,878 2,292,345 (282,556 ) 2,009,789 Corporate Level 406 (256 ) 150 $ 2,292,751 $ (282,812 ) $ 2,009,939 June 30, 2017 December 31, 2016 Building and improvements $ 1,998,391 $ 1,983,769 Furniture and equipment 86,589 85,196 Land improvements 3,480 3,744 Land 221,554 220,042 2,310,014 2,292,751 Accumulated depreciation (314,103 ) (282,812 ) $ 1,995,911 $ 2,009,939 (1) During the six months ended June 30, 2017, the Company transitioned nine senior housing facilities into a managed property structure whereby the Company owns the operations of the facilities and the facilities are operated by a third-party property manager. |
Schedule of Future Minimum Rental Payments Receivable for Operating Leases | As of June 30, 2017 , the future minimum rental payments from the Company’s properties held for investment under non-cancelable operating leases was as follows (in thousands): July 1, 2017 through December 31, 2017 $ 104,798 2018 213,954 2019 220,072 2020 226,084 2021 225,289 Thereafter 1,214,950 $ 2,205,147 |
Schedule of Revenue from External Customers | The following table provides information regarding significant tenant relationships as of June 30, 2017 (dollars in thousands): Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 Number of Investments Rental Revenue % of Total Revenue Rental Revenue % of Total Revenue Genesis Healthcare, Inc. 77 $ 20,257 31.3 % $ 40,212 31.6 % Holiday AL Holdings, LP 21 9,813 15.2 19,625 15.4 NMS Healthcare 5 7,505 11.6 15,010 11.8 |
LOANS RECEIVABLE AND OTHER IN27
LOANS RECEIVABLE AND OTHER INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Loans Receivable and Other Investments [Abstract] | |
Schedule of Loans Receivable and Other Investments | As of June 30, 2017 and December 31, 2016 , the Company’s loans receivable and other investments consisted of the following (dollars in thousands): June 30, 2017 Investment Quantity as of June 30, 2017 Facility Type Principal Balance as of June 30, 2017 (1) Book Value as of June 30, 2017 Book Value as of Weighted Average Contractual Interest Rate / Rate of Return Weighted Average Annualized Effective Interest Rate / Rate of Return Maturity Date as of June 30, 2017 Loans Receivable: Mortgage 4 Skilled Nursing / Senior Housing $ 38,336 $ 38,361 $ 38,262 9.1 % 8.9 % 11/07/16- 04/30/18 Construction 2 Senior Housing 1,736 1,798 842 8.0 % 7.7 % 03/31/21- 05/31/22 Mezzanine 1 Senior Housing 9,640 9,646 9,656 11.0 % 10.8 % 08/31/17 Pre-development 1 Senior Housing 2,304 2,306 4,023 9.0 % 8.4 % 09/09/17 Debtor-in-possession — Acute Care Hospital — — 813 N/A N/A N/A 8 52,016 52,111 53,596 9.4 % 9.3 % Loan loss reserve — (3,248 ) (2,750 ) $ 52,016 $ 48,863 $ 50,846 Other Investments: Preferred Equity 12 Skilled Nursing / Senior Housing 44,961 45,345 45,190 12.9 % 12.9 % N/A Total 20 $ 96,977 $ 94,208 $ 96,036 11.0 % 11.0 % (1) Principal balance includes amounts funded and accrued but unpaid interest / preferred return and excludes capitalizable fees. |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Instrument [Line Items] | |
Schedule of Maturities of Debt | The following is a schedule of maturities for the Company’s outstanding debt as of June 30, 2017 (in thousands): Mortgage Indebtedness Revolving Credit Facility (1) Term Loans Senior Notes Total July 1, 2017 through December 31, 2017 $ 2,090 $ — $ — $ — $ 2,090 2018 4,283 — — — 4,283 2019 4,426 — — — 4,426 2020 4,575 32,000 — — 36,575 2021 19,941 — 341,287 500,000 861,228 Thereafter 126,880 — — 200,000 326,880 Total Principal Balance 162,195 32,000 341,287 700,000 1,235,482 Discount — — — (458 ) (458 ) Deferred financing costs (2,829 ) — (2,039 ) (10,034 ) (14,902 ) Total Debt, net $ 159,366 $ 32,000 $ 339,248 $ 689,508 $ 1,220,122 (1) Revolving Credit Facility is subject to two six -month extension options. |
Mortgages [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 (1) Book Value as of (1) Weighted Average (2) Maturity Date Fixed Rate $ 162,195 $ 163,638 3.87 % December 2021 - (1) Principal balance does not include deferred financing costs of $ 2.8 million and $2.9 million as of June 30, 2017 and December 31, 2016 , respectively. (2) Weighted average effective interest 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 June 30, 2017 (1) December 31, 2016 (1) 5.5% senior unsecured notes due 2021 (“2021 Notes”) February 1, 2021 $ 500,000 $ 500,000 5.375% senior unsecured notes due 2023 (“2023 Notes”) June 1, 2023 200,000 200,000 $ 700,000 $ 700,000 (1) Principal balance does not include discount of $ 0.5 million as of June 30, 2017 and December 31, 2016 , and also excludes deferred financing costs of $10.0 million and $11.2 million as of June 30, 2017 and December 31, 2016 , respectively. |
DERIVATIVE AND HEDGING INSTRU29
DERIVATIVE AND HEDGING INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following presents the notional amount of derivatives instruments as of the dates indicated (in thousands): June 30, 2017 December 31, 2016 Derivatives designated as cash flow hedges: Denominated in U.S. Dollars $ 245,000 $ 245,000 Denominated in Canadian Dollars $ 125,000 $ 125,000 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 56,096 $ 56,300 Financial instrument designated as net investment hedge: Denominated in Canadian Dollars $ 125,000 $ 125,000 Derivatives not designated as net investment hedges: Denominated in Canadian Dollars $ 204 $ — |
Summary of Derivative and Financial Instruments Designated as Hedging Instruments | The following is a summary of the derivative and financial instruments designated as hedging instruments held by the Company at June 30, 2017 and December 31, 2016 (in thousands): Fair Value Maturity Dates Type Designation Count June 30, 2017 December 31, 2016 Balance Sheet Location Assets: Interest rate swap Cash Flow 3 $ 7,870 $ 8,083 2021 Prepaid expenses, deferred financing costs and other assets, net Cross currency interest rate swaps Net Investment 2 1,900 3,157 2025 Prepaid expenses, deferred financing costs and other assets, net $ 9,770 $ 11,240 Liabilities: Interest rate swap Cash Flow 1 $ 185 $ 716 2020 - 2021 Accounts payable and accrued liabilities CAD Term Loan Net Investment 1 96,288 93,000 2021 Term loans, net $ 96,473 $ 93,716 |
Schedule of Derivative Financial Instruments on the Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Equity | The following presents the effect of the Company’s derivative and financial instruments designated as hedging instruments on the condensed consolidated statements of income and the condensed consolidated statements of equity for the three and six months ended June 30, 2017 : Gain (Loss) Recognized in Other Comprehensive Income Income Statement Location Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Cash Flow Hedges: Interest Rate Products $ (136 ) $ (417 ) $ 125 $ (1,957 ) Interest Expense Net Investment Hedges: Foreign Currency Products (242 ) 283 (1,159 ) (2,220 ) N/A CAD Term Loan (2,513 ) 7,225 (3,288 ) 87 N/A $ (2,891 ) $ 7,091 $ (4,322 ) $ (4,090 ) Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) Income Statement Location Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Cash Flow Hedges: Interest Rate Products $ (399 ) $ (215 ) $ (869 ) $ (381 ) Interest Expense Net Investment Hedges: Foreign Currency Products — — — — N/A CAD Term Loan — — — — N/A $ (399 ) $ (215 ) $ (869 ) $ (381 ) |
Schedule of the Gross Presentation, Effects of Offsetting, and a Net Presentation of Derivatives, Assets | The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of June 30, 2017 and December 31, 2016 : As of June 30, 2017 Gross Amounts Not Offset in the Balance Sheet Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 9,777 $ — $ 9,777 $ (185 ) $ — $ 9,592 Offsetting Liabilities: Derivatives $ 185 $ — $ 185 $ (185 ) $ — $ — As of December 31, 2016 Gross Amounts Not Offset in the Balance Sheet Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 11,240 $ — $ 11,240 $ (716 ) $ — $ 10,524 Offsetting Liabilities: Derivatives $ 716 $ — $ 716 $ (716 ) $ — $ — |
Schedule of the Gross Presentation, Effects of Offsetting, and a Net Presentation of Derivatives, Liabilities | The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of June 30, 2017 and December 31, 2016 : As of June 30, 2017 Gross Amounts Not Offset in the Balance Sheet Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 9,777 $ — $ 9,777 $ (185 ) $ — $ 9,592 Offsetting Liabilities: Derivatives $ 185 $ — $ 185 $ (185 ) $ — $ — As of December 31, 2016 Gross Amounts Not Offset in the Balance Sheet Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 11,240 $ — $ 11,240 $ (716 ) $ — $ 10,524 Offsetting Liabilities: Derivatives $ 716 $ — $ 716 $ (716 ) $ — $ — |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 and December 31, 2016 whose carrying amounts do not approximate their fair value (in thousands): June 30, 2017 December 31, 2016 Carrying Amount (1) Face (2) Fair Value Carrying (1) Face (2) Fair Value Financial assets: Loans receivable $ 52,111 $ 52,016 $ 48,850 $ 53,596 $ 53,484 $ 51,914 Preferred equity investments 45,345 44,961 47,073 45,190 44,882 48,332 Financial liabilities: Senior Notes 689,508 700,000 724,375 688,246 700,000 709,500 Mortgage indebtedness 159,366 162,195 148,890 160,752 163,638 150,091 (1) Carrying amounts represent the book value of financial instruments, including unamortized premiums (discounts), but excluding related reserves. (2) Face value represents amounts contractually due under the terms of the respective agreements. |
Schedule of Amounts Measured at Fair Value | During the six months ended June 30, 2017 , 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: Financial assets: Interest rate swap $ 7,870 $ — $ 7,870 $ — Cross currency swap 1,900 — 1,900 — Financial liabilities: Interest rate swap 185 — 185 — |
Schedule of Reconciliation for Contingent Consideration Liability/Asset Recorded at Fair Value using Level 3 Inputs | The following reconciliation provides the details of activity for contingent consideration liability recorded at fair value using Level 3 inputs (in thousands): Balance as of December 31, 2016 $ 818 Decrease in contingent consideration liability (822 ) Foreign currency translation 4 Balance as of June 30, 2017 $ — |
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 June 30, 2017 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 $ 48,850 $ — $ — $ 48,850 Preferred equity investments 47,073 — — 47,073 Financial liabilities: Senior Notes 724,375 — 724,375 — Mortgage indebtedness 148,890 — — 148,890 |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 six months ended June 30, 2017 : Declaration Date Record Date Amount Per Share Dividend Payable Date February 3, 2017 February 15, 2017 $ 0.42 February 28, 2017 May 8, 2017 May 18, 2017 $ 0.43 May 31, 2017 |
Summary of Accumulated Other Comprehensive Loss | The following is a summary of the Company’s accumulated other comprehensive loss (in thousands): June 30, 2017 December 31, 2016 Foreign currency translation loss $ (2,927 ) $ (3,067 ) Unrealized gains on cash flow hedges 2,094 1,269 Total accumulated other comprehensive loss $ (833 ) $ (1,798 ) |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 and six months ended June 30, 2017 and 2016 (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Numerator Net income attributable to common stockholders $ 17,960 $ 34,915 $ 34,222 $ 16,643 Denominator Basic weighted average common shares and common equivalents 65,438,739 65,303,057 65,396,146 65,274,845 Dilutive restricted stock units 232,114 200,326 297,873 179,492 Diluted weighted average common shares 65,670,853 65,503,383 65,694,019 65,454,337 Net income attributable to common stockholders, per: Basic common share $ 0.27 $ 0.53 $ 0.52 $ 0.25 Diluted common share $ 0.27 $ 0.53 $ 0.52 $ 0.25 |
SUMMARIZED CONDENSED CONSOLID33
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION [Abstract] | |
Schedule of Condensed Consolidating Balance Sheet (unaudited) | CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2017 (in thousands) (unaudited) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 151 $ — $ 1,848,316 $ 147,444 $ — $ 1,995,911 Loans receivable and other investments, net (172 ) — 94,380 — — 94,208 Cash and cash equivalents 4,718 — 2,431 6,086 — 13,235 Restricted cash — — 67 9,346 — 9,413 Prepaid expenses, deferred financing costs and other assets, net 13,963 15,113 102,856 10,984 (1,723 ) 141,193 Intercompany 292,398 674,928 — — (967,326 ) — Investment in subsidiaries 698,329 987,422 13,814 — (1,699,565 ) — Total assets $ 1,009,387 $ 1,677,463 $ 2,061,864 $ 173,860 $ (2,668,614 ) $ 2,253,960 Liabilities Mortgage notes, net $ — $ — $ — $ 159,366 $ — $ 159,366 Revolving credit facility — 32,000 — — — 32,000 Term loans, net — 243,795 95,453 — — 339,248 Senior unsecured notes, net — 689,508 — — — 689,508 Accounts payable and accrued liabilities 12,691 13,831 8,626 3,698 (1,723 ) 37,123 Intercompany — — 994,200 (26,874 ) (967,326 ) — Total liabilities 12,691 979,134 1,098,279 136,190 (969,049 ) 1,257,245 Total Sabra Health Care REIT, Inc. stockholders' equity 996,696 698,329 963,585 37,651 (1,699,565 ) 996,696 Noncontrolling interests — — — 19 — 19 Total equity 996,696 698,329 963,585 37,670 (1,699,565 ) 996,715 Total liabilities and equity $ 1,009,387 $ 1,677,463 $ 2,061,864 $ 173,860 $ (2,668,614 ) $ 2,253,960 CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2016 (in thousands) (unaudited) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 150 $ — $ 1,860,850 $ 148,939 $ — $ 2,009,939 Loans receivable and other investments, net (410 ) — 96,446 — — 96,036 Cash and cash equivalents 18,168 — 2,675 4,820 — 25,663 Restricted cash — — 57 8,945 — 9,002 Prepaid expenses, deferred financing costs and other assets, net 2,859 18,023 96,301 10,005 (1,909 ) 125,279 Intercompany 368,281 687,493 — 25,125 (1,080,899 ) — Investment in subsidiaries 640,238 907,136 12,364 — (1,559,738 ) — Total assets $ 1,029,286 $ 1,612,652 $ 2,068,693 $ 197,834 $ (2,642,546 ) $ 2,265,919 Liabilities Mortgage notes, net $ — $ — $ — $ 160,752 $ — $ 160,752 Revolving credit facility — 26,000 — — — 26,000 Term loans, net — 243,626 92,047 — — 335,673 Senior unsecured notes, net — 688,246 — — — 688,246 Accounts payable and accrued liabilities 13,712 14,542 11,606 1,688 (1,909 ) 39,639 Intercompany — — 1,080,899 — (1,080,899 ) — Total liabilities 13,712 972,414 1,184,552 162,440 (1,082,808 ) 1,250,310 Total Sabra Health Care REIT, Inc. stockholders' equity 1,015,574 640,238 884,141 35,359 (1,559,738 ) 1,015,574 Noncontrolling interests — — — 35 — 35 Total equity 1,015,574 640,238 884,141 35,394 (1,559,738 ) 1,015,609 Total liabilities and equity $ 1,029,286 $ 1,612,652 $ 2,068,693 $ 197,834 $ (2,642,546 ) $ 2,265,919 |
Schedule of Condensed Consolidating Statement of Income (unaudited) | CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended June 30, 2017 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non-Guarantor Elimination Consolidated Revenues: Rental income $ — $ — $ 52,442 $ 4,656 $ (1,194 ) $ 55,904 Interest and other income 6 — 2,039 — (18 ) 2,027 Resident fees and services — — — 6,805 — 6,805 Total revenues 6 — 54,481 11,461 (1,212 ) 64,736 Expenses: Depreciation and amortization 216 — 15,425 1,579 — 17,220 Interest — 13,516 715 1,631 — 15,862 Operating expenses — — — 5,619 (1,212 ) 4,407 General and administrative 9,853 17 1,222 57 — 11,149 Provision for doubtful accounts and loan losses 227 — 308 — — 535 Total expenses 10,296 13,533 17,670 8,886 (1,212 ) 49,173 Other income (expense): Other income 916 703 (665 ) (13 ) — 941 Net gain on sales of real estate — — 4,026 6 — 4,032 Total other income (expense) 916 703 3,361 (7 ) — 4,973 Income in subsidiary 29,894 42,724 1,785 — (74,403 ) — Net income 20,520 29,894 41,957 2,568 (74,403 ) 20,536 Net income attributable to noncontrolling interests — — — (16 ) — (16 ) Net income attributable to Sabra Health Care REIT, Inc. 20,520 29,894 41,957 2,552 (74,403 ) 20,520 Preferred stock dividends (2,560 ) — — — — (2,560 ) Net income attributable to common stockholders $ 17,960 $ 29,894 $ 41,957 $ 2,552 $ (74,403 ) $ 17,960 Net loss attributable to common stockholders, per: Basic common share $ 0.27 Diluted common share $ 0.27 Weighted-average number of common shares outstanding, basic 65,438,739 Weighted-average number of common shares outstanding, diluted 65,670,853 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 Combined Non-Guarantor Elimination Consolidated Revenues: Rental income $ — $ — $ 50,674 $ 5,214 $ (591 ) $ 55,297 Interest and other income 1 119 17,004 65 (196 ) 16,993 Resident fees and services — — — 1,959 — 1,959 Total revenues 1 119 67,678 7,238 (787 ) 74,249 Expenses: Depreciation and amortization 201 — 14,620 1,584 — 16,405 Interest — 13,720 1,114 1,712 (119 ) 16,427 Operating expenses — — — 2,043 (603 ) 1,440 General and administrative 3,713 12 849 62 — 4,636 (Recovery of) provision for doubtful accounts and loan losses (888 ) — 1,111 — — 223 Total expenses 3,026 13,732 17,694 5,401 (722 ) 39,131 Other income (expense): Other income (expense) 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 38,467 52,064 1,710 — (92,241 ) — Net income 37,540 38,467 51,951 1,814 (92,306 ) 37,466 Net loss attributable to noncontrolling interests — — — 9 — 9 Net income attributable to Sabra Health Care REIT, Inc. 37,540 38,467 51,951 1,823 (92,306 ) 37,475 Preferred stock dividends (2,560 ) — — — — (2,560 ) Net income attributable to common stockholders $ 34,980 $ 38,467 $ 51,951 $ 1,823 $ (92,306 ) $ 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 Six Months Ended June 30, 2017 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Revenues: Rental income $ — $ — $ 105,481 $ 9,625 $ (1,978 ) $ 113,128 Interest and other income 13 — 3,977 — (18 ) 3,972 Resident fees and services — — — 10,286 — 10,286 Total revenues 13 — 109,458 19,911 (1,996 ) 127,386 Expenses: Depreciation and amortization 432 — 32,381 3,544 — 36,357 Interest — 26,924 1,445 3,281 — 31,650 Operating expenses — — — 8,823 (1,996 ) 6,827 General and administrative 15,770 32 2,019 201 — 18,022 Provision for doubtful accounts and loan losses 82 — 2,223 — — 2,305 Total expenses 16,284 26,956 38,068 15,849 (1,996 ) 95,161 Other income: Other income 2,283 737 50 — — 3,070 Net gain on sale of real estate — — 4,026 6 — 4,032 Total other income 2,283 737 4,076 6 — 7,102 Income in subsidiary 53,331 79,550 3,564 — (136,445 ) — Net income 39,343 53,331 79,030 4,068 (136,445 ) 39,327 Net loss attributable to noncontrolling interests — — — 16 — 16 Net income attributable to Sabra Health Care REIT, Inc. 39,343 53,331 79,030 4,084 (136,445 ) 39,343 Preferred stock dividends (5,121 ) — — — — (5,121 ) Net income attributable to common stockholders $ 34,222 $ 53,331 $ 79,030 — $ 4,084 $ (136,445 ) $ 34,222 Net loss attributable to common stockholders, per: Basic common share $ 0.52 Diluted common share $ 0.52 Weighted-average number of common shares outstanding, basic 65,396,146 Weighted-average number of common shares outstanding, diluted 65,694,019 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 $ — $ — $ 101,424 $ 10,347 $ (1,162 ) $ 110,609 Interest and other income 2 238 22,335 127 (377 ) 22,325 Resident fees and services — — — 3,874 — 3,874 Total revenues 2 238 123,759 14,348 (1,539 ) 136,808 Expenses: Depreciation and amortization 384 — 30,634 3,153 — 34,171 Interest — 28,023 2,132 3,428 (238 ) 33,345 Operating expenses — — — 4,025 (1,173 ) 2,852 General and administrative 8,187 22 1,029 112 — 9,350 (Recovery of) 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 67,007 10,718 (1,411 ) 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 27,708 55,467 3,370 — (86,545 ) — Net income 21,892 27,708 55,239 3,557 (86,673 ) 21,723 Net loss attributable to noncontrolling interests — — — 41 — 41 Net income attributable to Sabra Health Care REIT, Inc. 21,892 27,708 55,239 3,598 (86,673 ) 21,764 Preferred stock dividends (5,121 ) — — — — (5,121 ) Net income attributable to common stockholders $ 16,771 $ 27,708 $ 55,239 $ 3,598 $ (86,673 ) $ 16,643 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 65,274,845 Weighted-average number of common shares outstanding, diluted 65,454,337 |
Schedule of Condensed Consolidating Statement of Comprehensive Income | CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Three Months Ended June 30, 2017 (dollars in thousands) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net income $ 20,520 $ 29,894 $ 41,957 $ 2,568 $ (74,403 ) $ 20,536 Other comprehensive (loss) income Unrealized gain (loss), net of tax: Foreign currency translation (loss) income — (415 ) 833 280 — 698 Unrealized gain (loss) on cash flow hedge (1) — 285 (188 ) — — 97 Total other comprehensive (loss) income — (130 ) 645 280 — 795 Comprehensive income 20,520 29,764 42,602 2,848 (74,403 ) 21,331 Comprehensive income attributable to noncontrolling interest — — — (16 ) — (16 ) Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 20,520 $ 29,764 $ 42,602 $ 2,832 $ (74,403 ) $ 21,315 (1) Amounts are net of provision for income taxes of $0.2 million for the three months ended June 30, 2017. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Three Months Ended June 30, 2016 (dollars in thousands) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net income $ 37,540 $ 38,467 $ 51,951 $ 1,814 $ (92,306 ) $ 37,466 Other comprehensive income: Foreign currency translation — 287 29 8 — 324 Unrealized loss on cash flow hedge — (206 ) — — — (206 ) Total other comprehensive income — 81 29 8 — 118 Comprehensive income 37,540 38,548 51,980 1,822 (92,306 ) 37,584 Comprehensive loss attributable to noncontrolling interest — — — 9 — 9 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 37,540 $ 38,548 $ 51,980 $ 1,831 $ (92,306 ) $ 37,593 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Six Months Ended June 30, 2017 (dollars in thousands) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net income $ 39,343 $ 53,331 $ 79,030 $ 4,068 $ (136,445 ) $ 39,327 Other comprehensive (loss) income Unrealized (loss) gain, net of tax: Foreign currency translation (loss) income — (1,367 ) 1,131 376 — 140 Unrealized gain (loss) on cash flow hedge (1) — 1,013 (188 ) — — 825 Total other comprehensive (loss) income — (354 ) 943 376 — 965 Comprehensive income 39,343 52,977 79,973 4,444 (136,445 ) 40,292 Comprehensive loss attributable to noncontrolling interest — — — 16 — 16 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 39,343 $ 52,977 $ 79,973 $ 4,460 $ (136,445 ) $ 40,308 (1) Amounts are net of provision for income taxes of $0.2 million for the six months ended June 30, 2017. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Six Months Ended June 30, 2016 (dollars in thousands) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net income $ 21,892 $ 27,708 $ 55,239 $ 3,557 $ (86,673 ) $ 21,723 Other comprehensive (loss) income: Foreign currency translation (loss) income — (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 21,892 23,653 56,902 4,002 (86,673 ) 19,776 Comprehensive loss attributable to noncontrolling interest — — — 41 — 41 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 21,892 $ 23,653 $ 56,902 $ 4,043 $ (86,673 ) $ 19,817 |
Schedule of Condensed Consolidating Statement of Cash Flows (unaudited) | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Six Months Ended June 30, 2017 (in thousands) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net cash provided by (used in) operating activities $ 49,670 $ — $ (1,703 ) $ 5,904 $ — $ 53,871 Cash flows from investing activities: Acquisition of real estate — — (14,456 ) — — (14,456 ) Origination and fundings of loans receivable — — (927 ) — — (927 ) Origination and fundings of preferred equity investments — — (76 ) — — (76 ) Additions to real estate (12 ) — (1,106 ) (176 ) — (1,294 ) Repayment of loans receivable — — 1,547 — — 1,547 Repayments of preferred equity investments — — 2,766 — — 2,766 Investment in subsidiaries 2,474 2,474 — — (4,948 ) — Net proceeds from the sales of real estate — — 6,099 — — 6,099 Intercompany financing (1,667 ) (7,543 ) — — 9,210 — Net cash provided by (used in) investing activities 795 (5,069 ) (6,153 ) (176 ) 4,262 (6,341 ) Cash flows from financing activities: Net repayments from revolving credit facility — 6,000 — — — 6,000 Principal payments on mortgage notes — — — (2,049 ) — (2,049 ) Payments of deferred financing costs — (124 ) — — — (124 ) Issuance of common stock, net (3,224 ) — — — — (3,224 ) Dividends paid on common and preferred stock (60,691 ) — — — — (60,691 ) Distribution to parent — (2,474 ) — (2,474 ) 4,948 — Intercompany financing — 1,667 7,543 — (9,210 ) — Net cash (used in) provided by financing activities (63,915 ) 5,069 7,543 (4,523 ) (4,262 ) (60,088 ) Net (decrease) increase in cash and cash equivalents (13,450 ) — (313 ) 1,205 — (12,558 ) Effect of foreign currency translation on cash and cash equivalents — — 69 61 — 130 Cash and cash equivalents, beginning of period 18,168 — 2,675 4,820 — 25,663 Cash and cash equivalents, end of period $ 4,718 $ — $ 2,431 $ 6,086 $ — $ 13,235 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 $ — $ 3,177 $ 4,147 $ — $ 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 subsidiaries (200 ) (200 ) — — 400 — Net proceeds from the sale of real estate — — 75,456 — — 75,456 Distribution from subsidiaries 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 — — (77 ) (1,983 ) — (2,060 ) Payments of deferred financing costs — (5,320 ) (611 ) — — (5,931 ) Issuance of common stock, net (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 ) (256,406 ) (3,808 ) 348,486 (254,208 ) Net increase (decrease) in cash and cash equivalents 93,056 — 3,265 (15 ) — 96,306 Effect of foreign currency translation on cash and cash equivalents — — 70 58 — 128 Cash and cash equivalents, beginning of period 2,548 — 456 4,430 — 7,434 Cash and cash equivalents, end of period $ 95,604 $ — $ 3,791 $ 4,473 $ — $ 103,868 |
BUSINESS - Narrative (Details)
BUSINESS - Narrative (Details) | Jun. 30, 2017$ / shares | May 07, 2017$ / shares | Dec. 31, 2016$ / shares |
Business [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Care Capital Properties [Member] | |||
Business [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Exchange ratio | 1.123 |
SUMMARY OF SIGNIFICANT ACCOUN35
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 6 Months Ended |
Jun. 30, 2017variable_interest_entityInvestment | |
Accounting Policies [Abstract] | |
Number of VIEs | variable_interest_entity | 1 |
Number of investments in loans accounted for as real estate joint ventures | Investment | 0 |
RECENT REAL ESTATE ACQUISITIO36
RECENT REAL ESTATE ACQUISITIONS - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)Facilitiy | Jun. 30, 2016USD ($) | |
Business Acquisition [Line Items] | ||||
Total revenues | $ 64,736 | $ 74,249 | $ 127,386 | $ 136,808 |
Net income attributable to common stockholders | 17,960 | $ 34,915 | 34,222 | $ 16,643 |
Series of Individually Immaterial Business Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Total revenues | 100 | 100 | ||
Net income attributable to common stockholders | $ 100 | $ 100 | ||
Series of Individually Immaterial Business Acquisitions [Member] | Tenant Origination and Absorption Costs [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets, weighted average amortization period as of date of acquisition | 15 years | |||
Series of Individually Immaterial Business Acquisitions [Member] | Tenant Relationship [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets, weighted average amortization period as of date of acquisition | 25 years | |||
Series of Individually Immaterial Business Acquisitions [Member] | Senior Housing Facilities [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of acquired properties | Facilitiy | 1 |
RECENT REAL ESTATE ACQUISITIO37
RECENT REAL ESTATE ACQUISITIONS - Schedule of Purchase Price Allocation (Details) - Series of Individually Immaterial Business Acquisitions [Member] $ in Thousands | Jun. 30, 2017USD ($) |
Business Acquisition [Line Items] | |
Land | $ 1,034 |
Building and Improvements | 13,128 |
Total Consideration | 14,456 |
Tenant Origination and Absorption Costs [Member] | |
Business Acquisition [Line Items] | |
Tenant Costs | 223 |
Tenant Relationship [Member] | |
Business Acquisition [Line Items] | |
Tenant Costs | $ 71 |
REAL ESTATE PROPERTIES HELD F38
REAL ESTATE PROPERTIES HELD FOR INVESTMENT - Schedule of Real Estate Properties Held for Investment (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017USD ($)BedPropertyFacilitiy | Dec. 31, 2016USD ($)BedFacilitiy | |
Real Estate Properties [Line Items] | ||
Building and improvements | $ 1,998,391 | $ 1,983,769 |
Furniture and equipment | 86,589 | 85,196 |
Land improvements | 3,480 | 3,744 |
Land | 221,554 | 220,042 |
Total Real Estate at Cost | 2,310,014 | 2,292,751 |
Accumulated Depreciation | (314,103) | (282,812) |
Total Real Estate Investments, Net | $ 1,995,911 | $ 2,009,939 |
Facilities transitioned to managed property structure | Property | 9 | |
Operating Segments [Member] | ||
Real Estate Properties [Line Items] | ||
Number of Properties | Facilitiy | 183 | 183 |
Number of Beds/Units | Bed | 18,830 | 18,878 |
Total Real Estate at Cost | $ 2,309,596 | $ 2,292,345 |
Accumulated Depreciation | (313,836) | (282,556) |
Total Real Estate Investments, Net | $ 1,995,760 | $ 2,009,789 |
Operating Segments [Member] | Skilled Nursing/Transitional Care Facilities [Member] | ||
Real Estate Properties [Line Items] | ||
Number of Properties | Facilitiy | 96 | 97 |
Number of Beds/Units | Bed | 10,689 | 10,819 |
Total Real Estate at Cost | $ 1,038,958 | $ 1,042,754 |
Accumulated Depreciation | (203,740) | (190,038) |
Total Real Estate Investments, Net | $ 835,218 | $ 852,716 |
Operating Segments [Member] | Senior Housing [Member] | ||
Real Estate Properties [Line Items] | ||
Number of Properties | Facilitiy | 75 | 83 |
Number of Beds/Units | Bed | 7,070 | 7,855 |
Total Real Estate at Cost | $ 1,044,664 | $ 1,153,739 |
Accumulated Depreciation | (89,383) | (80,449) |
Total Real Estate Investments, Net | $ 955,281 | $ 1,073,290 |
Operating Segments [Member] | Managed Properties [Member] | ||
Real Estate Properties [Line Items] | ||
Number of Properties | Facilitiy | 11 | 2 |
Number of Beds/Units | Bed | 1,001 | 134 |
Total Real Estate at Cost | $ 164,334 | $ 34,212 |
Accumulated Depreciation | (9,402) | (1,682) |
Total Real Estate Investments, Net | $ 154,932 | $ 32,530 |
Operating Segments [Member] | Acute Care Hospital [Member] | ||
Real Estate Properties [Line Items] | ||
Number of Properties | Facilitiy | 1 | 1 |
Number of Beds/Units | Bed | 70 | 70 |
Total Real Estate at Cost | $ 61,640 | $ 61,640 |
Accumulated Depreciation | (11,311) | (10,387) |
Total Real Estate Investments, Net | 50,329 | 51,253 |
Corporate, Non-Segment [Member] | ||
Real Estate Properties [Line Items] | ||
Total Real Estate at Cost | 418 | 406 |
Accumulated Depreciation | (267) | (256) |
Total Real Estate Investments, Net | $ 151 | $ 150 |
REAL ESTATE PROPERTIES HELD F39
REAL ESTATE PROPERTIES HELD FOR INVESTMENT - Narrative (Details) $ in Thousands | Jul. 01, 2017Property | Jun. 30, 2017USD ($)PropertyacquisitionFacilitiy | Jun. 30, 2017USD ($)PropertyacquisitionFacilitiy | Jun. 30, 2017USD ($)PropertyacquisitionFacilitiy | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Real Estate Properties [Line Items] | ||||||
Payment of contingent consideration | $ 0 | |||||
Facilities transitioned to managed property structure with earn out terminated | Property | 8 | |||||
Facilities transitioned to managed property structure | Property | 9 | |||||
Change in fair value of contingent consideration | $ 822 | $ 50 | ||||
Weighted average lease expiration period | 9 years | |||||
Security deposit liability | $ 2,000 | $ 2,000 | $ 2,000 | $ 2,700 | ||
Reserve for unpaid cash rents | 3,300 | 3,300 | 3,300 | 3,200 | ||
Allowance for straight-line rental income | $ 2,200 | $ 2,200 | $ 2,200 | $ 3,700 | ||
Genesis [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Memoranda of understanding facilities | Facilitiy | 33 | 35 | ||||
Number of leased facilities | Facilitiy | 43 | 43 | 43 | |||
Number of facilities sold | Property | 1 | |||||
Minimum [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Lease expiration period | 3 years | |||||
Maximum [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Lease expiration period | 15 years | |||||
Acquisitions With Contingent Consideration Arrangements [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Number of Properties | acquisition | 3 | 3 | 3 | |||
Estimated earn-out value | $ 3,200 | $ 3,200 | $ 3,200 | |||
Acquisitions With Contingent Consideration Arrangements [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Contingent consideration liability | $ 0 | 0 | 0 | |||
Acquisitions With Contingent Consideration Arrangements [Member] | Other Operating Income (Expense) [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Change in fair value of contingent consideration | $ 0 | $ 800 | ||||
Non Triple-net Operating Leases [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Number of Properties | Property | 11 | 11 | 11 | |||
Subsequent Event [Member] | Genesis [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Number of facilities sold | Property | 1 |
REAL ESTATE PROPERTIES HELD F40
REAL ESTATE PROPERTIES HELD FOR INVESTMENT - Summary of Revenue by External Customers (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($)Facilitiy | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)Facilitiy | Jun. 30, 2016USD ($) | |
Concentration Risk [Line Items] | ||||
Total revenues | $ 64,736 | $ 74,249 | $ 127,386 | $ 136,808 |
Genesis Healthcare, Inc. [Member] | ||||
Concentration Risk [Line Items] | ||||
Number of Investments | Facilitiy | 77 | 77 | ||
Total revenues | $ 20,257 | $ 40,212 | ||
Holiday AL Holdings, LP [Member] | ||||
Concentration Risk [Line Items] | ||||
Number of Investments | Facilitiy | 21 | 21 | ||
Total revenues | $ 9,813 | $ 19,625 | ||
NMS Healthcare [Member] | ||||
Concentration Risk [Line Items] | ||||
Number of Investments | Facilitiy | 5 | 5 | ||
Total revenues | $ 7,505 | $ 15,010 | ||
Rental Revenue [Member] | Customer Concentration Risk [Member] | Genesis Healthcare, Inc. [Member] | ||||
Concentration Risk [Line Items] | ||||
% of Total Revenue | 31.30% | 31.60% | ||
Rental Revenue [Member] | Customer Concentration Risk [Member] | Holiday AL Holdings, LP [Member] | ||||
Concentration Risk [Line Items] | ||||
% of Total Revenue | 15.20% | 15.40% | ||
Rental Revenue [Member] | Customer Concentration Risk [Member] | NMS Healthcare [Member] | ||||
Concentration Risk [Line Items] | ||||
% of Total Revenue | 11.60% | 11.80% |
REAL ESTATE PROPERTIES HELD F41
REAL ESTATE PROPERTIES HELD FOR INVESTMENT - Schedule of Future Minimum Rental Payments Receivable for Operating Leases (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
July 1, 2017 through December 31, 2017 | $ 104,798 |
2,018 | 213,954 |
2,019 | 220,072 |
2,020 | 226,084 |
2,021 | 225,289 |
Thereafter | 1,214,950 |
Total | $ 2,205,147 |
DISPOSITIONS - Narrative (Detai
DISPOSITIONS - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)Facilitiy | Jun. 30, 2016USD ($)Facilitiy | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment losses on real estate investments | $ 0 | $ 0 | $ 0 | $ 29,811 |
Discontinued Operations, Disposed of by Sale [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net income (loss) from facilities | 100 | (1,100) | ||
Discontinued Operations, Disposed of by Sale [Member] | 2017 Dispositions [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration | 6,100 | 6,100 | ||
Net book value | $ 2,100 | 2,100 | ||
Gain (loss) from sale | $ 4,000 | |||
Discontinued Operations, Disposed of by Sale [Member] | 2016 Dispositions [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration | 75,500 | 75,500 | ||
Net book value | $ 80,100 | 80,100 | ||
Gain (loss) from sale | (4,700) | |||
Selling expenses | 2,200 | |||
Impairment losses on real estate investments | $ 29,800 | |||
Skilled Nursing Transitional Care Facilities [Member] | Discontinued Operations, Disposed of by Sale [Member] | 2017 Dispositions [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of properties disposed of | Facilitiy | 1 | |||
Skilled Nursing Transitional Care Facilities [Member] | Discontinued Operations, Disposed of by Sale [Member] | 2016 Dispositions [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of properties disposed of | Facilitiy | 1 | |||
Acute Care Hospital [Member] | Discontinued Operations, Disposed of by Sale [Member] | 2016 Dispositions [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of properties disposed of | Facilitiy | 1 |
LOANS RECEIVABLE AND OTHER IN43
LOANS RECEIVABLE AND OTHER INVESTMENTS - Schedule of Loans Receivable and Other Investments (Details) $ in Thousands | Jun. 30, 2017USD ($)loan | Dec. 31, 2016USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans Receivable, Quantity | loan | 8 | |
Loans Receivable, Principal Balance | $ 52,016 | |
Loans Receivable, Book Value | $ 52,111 | $ 53,596 |
Loans Receivable, Weighted Average Contractual Interest Rate / Rate of Return | 9.40% | |
Loans Receivable, Weighted Average Annualized Effective Interest Rate / Rate of Return | 9.30% | |
Loan loss reserve | $ (3,248) | (2,750) |
Loans Receivable, Net Amount | $ 48,863 | 50,846 |
Preferred Equity Investment, Quantity | loan | 12 | |
Preferred Equity Investment, Principal Balance | $ 44,961 | 44,882 |
Preferred Equity Investment, Book Value | $ 45,345 | 45,190 |
Preferred Equity Investment, Weighted Average Contractual Interest Rate / Rate of Return | 12.90% | |
Preferred Equity Investment, Weighted Average Annualized Effective Interest Rate / Rate of Return | 12.90% | |
Total Investments, Quantity | loan | 20 | |
Total Investments, Principal Balance | $ 96,977 | |
Total Investments, Book Value | $ 94,208 | 96,036 |
Total Investments, Weighted Average Contractual Interest Rate / Rate of Return | 11.00% | |
Total Investments, Weighted Average Annualized Effective Interest Rate / Rate of Return | 11.00% | |
Mortgage [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans Receivable, Quantity | loan | 4 | |
Loans Receivable, Principal Balance | $ 38,336 | |
Loans Receivable, Book Value | $ 38,361 | 38,262 |
Loans Receivable, Weighted Average Contractual Interest Rate / Rate of Return | 9.10% | |
Loans Receivable, Weighted Average Annualized Effective Interest Rate / Rate of Return | 8.90% | |
Construction [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans Receivable, Quantity | loan | 2 | |
Loans Receivable, Principal Balance | $ 1,736 | |
Loans Receivable, Book Value | $ 1,798 | 842 |
Loans Receivable, Weighted Average Contractual Interest Rate / Rate of Return | 8.00% | |
Loans Receivable, Weighted Average Annualized Effective Interest Rate / Rate of Return | 7.70% | |
Mezzanine [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans Receivable, Quantity | loan | 1 | |
Loans Receivable, Principal Balance | $ 9,640 | |
Loans Receivable, Book Value | $ 9,646 | 9,656 |
Loans Receivable, Weighted Average Contractual Interest Rate / Rate of Return | 11.00% | |
Loans Receivable, Weighted Average Annualized Effective Interest Rate / Rate of Return | 10.80% | |
Pre-development [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans Receivable, Quantity | loan | 1 | |
Loans Receivable, Principal Balance | $ 2,304 | |
Loans Receivable, Book Value | $ 2,306 | 4,023 |
Loans Receivable, Weighted Average Contractual Interest Rate / Rate of Return | 9.00% | |
Loans Receivable, Weighted Average Annualized Effective Interest Rate / Rate of Return | 8.40% | |
Debtor-in-possession [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans Receivable, Quantity | loan | 0 | |
Loans Receivable, Principal Balance | $ 0 | |
Loans Receivable, Book Value | $ 0 | $ 813 |
LOANS RECEIVABLE AND OTHER IN44
LOANS RECEIVABLE AND OTHER INVESTMENTS - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017USD ($)loan | Jun. 30, 2017USD ($)loan | Dec. 31, 2016USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Number of loans | loan | 8 | 8 | |
Outstanding principal balance | $ 52,111 | $ 52,111 | $ 53,596 |
Loan loss reserve | $ 3,248 | $ 3,248 | 2,750 |
Nonperforming Financial Instruments [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Number of loans | loan | 3 | 3 | |
Outstanding principal balance | $ 35,200 | $ 35,200 | 35,200 |
Loan loss reserve in period | $ 300 | $ 1,800 | |
Number of loans on which provision for losses were recorded | loan | 5 | 5 | |
Number of loans written off | loan | 2 | ||
Number of loan receivable investments, nonaccrual status | loan | 3 | 3 | |
Value of loans on nonaccrual status | $ 35,200 | $ 35,200 | |
Portfolio-Based Loan Receivable [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Loan loss reserve in period | 400 | ||
Decrease in provision | 100 | 200 | |
Loan loss reserve | 200 | 200 | |
Specific Loans [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Loan loss reserve in period | $ 2,300 | ||
Loan loss reserve | $ 3,100 | $ 3,100 |
DEBT - Schedule of Long Term De
DEBT - Schedule of Long Term Debt - Mortgage Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Deferred financing costs | $ (14,902) | |
Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Deferred financing costs | (2,829) | |
Mortgages [Member] | Fixed Rate Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Principal Balance | $ 162,195 | $ 163,638 |
Weighted Average Effective Interest Rate | 3.87% | |
Deferred financing costs | $ (2,800) | $ (2,900) |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Jan. 14, 2016USD ($)extension_optioninvestment_grading_company | Jun. 30, 2017USD ($)extension_option | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)extension_option | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Aug. 10, 2016USD ($)agreement | Aug. 10, 2016CADagreement | Jan. 14, 2016CADextension_optioninvestment_grading_company | Jun. 10, 2015CAD |
Debt Instrument [Line Items] | ||||||||||
Revolving credit facility | $ 32,000,000 | $ 32,000,000 | $ 26,000,000 | |||||||
Number of investment grading companies | investment_grading_company | 2 | 2 | ||||||||
Interest expense | 15,862,000 | $ 16,427,000 | 31,650,000 | $ 33,345,000 | ||||||
Deferred financing costs amortization included in interest expense | 1,300,000 | $ 1,300,000 | 2,558,000 | $ 2,494,000 | ||||||
Accrued interest | $ 13,400,000 | $ 13,400,000 | $ 13,800,000 | |||||||
5.5% Senior Unsecured Notes due 2021 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 5.50% | 5.50% | ||||||||
Credit Facility [Member] | Line of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing capacity | $ 1,250,000,000 | |||||||||
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Revolving credit facility | $ 32,000,000 | $ 32,000,000 | ||||||||
Available borrowing capacity | $ 468,000,000 | $ 468,000,000 | ||||||||
Interest rate | 3.22% | 3.22% | ||||||||
5.375% Senior Unsecured Notes Due 2023 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 5.375% | 5.375% | ||||||||
Current Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing capacity | 500,000,000 | |||||||||
Borrowing capacity in certain foreign currencies (up to) | $ 125,000,000 | |||||||||
Number of optional extensions | extension_option | 2 | 2 | 2 | 2 | ||||||
Optional extension period | 6 months | 6 months | ||||||||
Current Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Annum percent unused borrowing fee | 0.25% | |||||||||
Facility fee, contingent event | 0.125% | |||||||||
Current Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Annum percent unused borrowing fee | 0.30% | |||||||||
Facility fee, contingent event | 0.30% | |||||||||
Current Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Federal Funds Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.50% | |||||||||
Current Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.00% | |||||||||
Current Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.80% | |||||||||
Basis spread on variable rate, contingent event | 0.90% | |||||||||
Current Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.40% | |||||||||
Basis spread on variable rate, contingent event | 1.70% | |||||||||
Current Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.80% | |||||||||
Basis spread on variable rate, contingent event | 0.00% | |||||||||
Current Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.40% | |||||||||
Basis spread on variable rate, contingent event | 0.70% | |||||||||
Current Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) Or Canadian Dollar Offer Rate (CDOR) [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate, contingent event | 1.00% | |||||||||
Current Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) Or Canadian Dollar Offer Rate (CDOR) [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate, contingent event | 1.95% | |||||||||
U.S. Dollar Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt amount | $ 245,000,000 | $ 245,000,000 | ||||||||
U.S. Dollar Term Loan [Member] | Interest Rate Swap [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate swap, fixed | 0.90% | 0.90% | ||||||||
Derivatives held | agreement | 2 | 2 | ||||||||
U.S. Dollar Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.75% | |||||||||
U.S. Dollar Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.35% | |||||||||
U.S. Dollar Term Loan [Member] | Base Rate [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.75% | |||||||||
U.S. Dollar Term Loan [Member] | Base Rate [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.35% | |||||||||
U.S. Dollar Term Loan [Member] | Canadian Dollar Offer Rate (CDOR) [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.75% | |||||||||
U.S. Dollar Term Loan [Member] | Canadian Dollar Offer Rate (CDOR) [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.35% | |||||||||
U.S. Dollar Term Loan [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate, contingent event | 0.00% | |||||||||
U.S. Dollar Term Loan [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate, contingent event | 0.95% | |||||||||
Prior Canadian Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt amount | CAD | CAD 90,000,000 | |||||||||
Interest rate swap, fixed | 1.59% | |||||||||
Canadian Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt amount | CAD | CAD 35,000,000 | CAD 125,000,000 | ||||||||
Canadian Term Loan [Member] | Interest Rate Swap [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate swap, fixed | 0.93% | 0.93% | ||||||||
Derivatives held | agreement | 1 | 1 |
DEBT - Schedule of Long Term 47
DEBT - Schedule of Long Term Debt - Senior Unsecured Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Principal Balance | $ 700,000 | $ 700,000 |
Debt discount not included in outstanding principal balance | 458 | |
Deferred financing costs | 14,902 | |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt discount not included in outstanding principal balance | 458 | 500 |
Deferred financing costs | 10,034 | 11,200 |
5.5% Senior Unsecured Notes due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Balance | 500,000 | 500,000 |
5.375% Senior Unsecured Notes Due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Balance | $ 200,000 | $ 200,000 |
DEBT - Schedule of Maturities o
DEBT - Schedule of Maturities of Debt (Details) $ in Thousands | Jan. 14, 2016extension_option | Jun. 30, 2017USD ($)extension_option | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||
July 1, 2017 through December 31, 2017 | $ 2,090 | ||
2,018 | 4,283 | ||
2,019 | 4,426 | ||
2,020 | 36,575 | ||
2,021 | 861,228 | ||
Thereafter | 326,880 | ||
Total Principal Balance | 1,235,482 | ||
Discount | (458) | ||
Deferred financing costs | (14,902) | ||
Total Debt, net | $ 1,220,122 | ||
Current Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Number of optional extensions | extension_option | 2 | 2 | |
Optional extension period | 6 months | 6 months | |
Mortgage Indebtedness [Member] | |||
Debt Instrument [Line Items] | |||
July 1, 2017 through December 31, 2017 | $ 2,090 | ||
2,018 | 4,283 | ||
2,019 | 4,426 | ||
2,020 | 4,575 | ||
2,021 | 19,941 | ||
Thereafter | 126,880 | ||
Total Principal Balance | 162,195 | ||
Discount | 0 | ||
Deferred financing costs | (2,829) | ||
Total Debt, net | 159,366 | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
July 1, 2017 through December 31, 2017 | 0 | ||
2,018 | 0 | ||
2,019 | 0 | ||
2,020 | 32,000 | ||
2,021 | 0 | ||
Thereafter | 0 | ||
Total Principal Balance | 32,000 | ||
Discount | 0 | ||
Deferred financing costs | 0 | ||
Total Debt, net | 32,000 | ||
Term Loans [Member] | |||
Debt Instrument [Line Items] | |||
July 1, 2017 through December 31, 2017 | 0 | ||
2,018 | 0 | ||
2,019 | 0 | ||
2,020 | 0 | ||
2,021 | 341,287 | ||
Thereafter | 0 | ||
Total Principal Balance | 341,287 | ||
Discount | 0 | ||
Deferred financing costs | (2,039) | ||
Total Debt, net | 339,248 | ||
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
July 1, 2017 through December 31, 2017 | 0 | ||
2,018 | 0 | ||
2,019 | 0 | ||
2,020 | 0 | ||
2,021 | 500,000 | ||
Thereafter | 200,000 | ||
Total Principal Balance | 700,000 | ||
Discount | (458) | $ (500) | |
Deferred financing costs | (10,034) | $ (11,200) | |
Total Debt, net | $ 689,508 |
DERIVATIVE AND HEDGING INSTRU49
DERIVATIVE AND HEDGING INSTRUMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |||
Derivative [Line Items] | |||
Losses included in accumulated other comprehensive loss which are expected to be reclassified into earnings in the next 12 months | $ 2,900 | ||
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Interest Rate Cap [Member] | |||
Derivative [Line Items] | |||
Proceeds from termination of derivative | $ 300 | ||
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Gain (loss) recognized in income from ineffective portion of hedge | $ 14 | 100 | |
Not Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative asset, fair value | 7 | 7 | |
Interest expense | $ 1 | $ 8 |
DERIVATIVE AND HEDGING INSTRU50
DERIVATIVE AND HEDGING INSTRUMENTS - Summary of Derivative Notional Amounts (Details) - Cross Currency Interest Rate Swaps [Member] CAD in Thousands, $ in Thousands | Jun. 30, 2017USD ($) | Jun. 30, 2017CAD | Dec. 31, 2016USD ($) | Dec. 31, 2016CAD |
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||||
Derivative [Line Items] | ||||
Notional amount | $ 245,000 | CAD 125,000 | $ 245,000 | CAD 125,000 |
Designated as Hedging Instrument [Member] | Net Investment Hedging [Member] | ||||
Derivative [Line Items] | ||||
Notional amount | 56,096 | 56,300 | ||
Derivative liability, notional amount | 125,000 | 125,000 | ||
Not Designated as Hedging Instrument [Member] | Net Investment Hedging [Member] | ||||
Derivative [Line Items] | ||||
Notional amount | CAD 204 | CAD 0 |
DERIVATIVE AND HEDGING INSTRU51
DERIVATIVE AND HEDGING INSTRUMENTS - Summary of Derivative and Financial Instruments Designated as Hedging Instruments (Details) $ in Thousands | Jun. 30, 2017USD ($)instrument | Dec. 31, 2016USD ($) |
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | $ | $ 9,777 | $ 11,240 |
Derivative Liability | $ | $ 185 | $ 716 |
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Prepaid expenses, deferred financing costs and other assets, net [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Count | 3 | |
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Accounts payable and accrued liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Count | 1 | |
Designated as Hedging Instrument [Member] | Cross Currency Interest Rate Swaps [Member] | Net Investment Hedging [Member] | Prepaid expenses, deferred financing costs and other assets, net [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Count | 2 | |
Designated as Hedging Instrument [Member] | CAD Term Loan [Member] | Net Investment Hedging [Member] | Term loans, net [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Count | 1 |
DERIVATIVE AND HEDGING INSTRU52
DERIVATIVE AND HEDGING INSTRUMENTS - Schedule of Derivative Financial Instruments on the Condensed Consolidated Statements of Income (Loss) and Condensed Consolidated Statements of Equity (Details) - Designated as Hedging Instrument [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) | $ (2,891) | $ 7,091 | $ (4,322) | $ (4,090) |
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) | (399) | (215) | (869) | (381) |
Interest Rate Products [Member] | Interest Expense [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) | (136) | (417) | 125 | (1,957) |
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) | (399) | (215) | (869) | (381) |
Foreign Currency Products [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) | (242) | 283 | (1,159) | (2,220) |
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) | 0 | 0 | 0 | 0 |
CAD Term Loan [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) | (2,513) | 7,225 | (3,288) | 87 |
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion) | $ 0 | $ 0 | $ 0 | $ 0 |
DERIVATIVE AND HEDGING INSTRU53
DERIVATIVE AND HEDGING INSTRUMENTS - Schedule of the Gross Presentation, Effects of Offsetting, and a Net Presentation of Derivatives (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Offsetting Assets, Gross Amounts of Recognized Assets / Liabilities | $ 9,777 | $ 11,240 |
Offsetting Assets, Gross Amounts Offset in the Balance Sheet | 0 | 0 |
Offsetting Assets, Net Amounts of Assets / Liabilities presented in the Balance Sheet | 9,777 | 11,240 |
Offsetting Assets, Gross Amounts Not Offset in the Balance Sheet, Financial Instruments | (185) | (716) |
Offsetting Assets, Gross Amounts Not Offset in the Balance Sheet, Cash Collateral Received | 0 | 0 |
Offsetting Assets, Net Amount | 9,592 | 10,524 |
Offsetting Liabilities, Gross Amounts of Recognized Assets / Liabilities | 185 | 716 |
Offsetting Liabilities, Gross Amounts Offset in the Balance Sheet | 0 | 0 |
Offsetting Liabilities, Net Amounts of Assets / Liabilities presented in the Balance Sheet | 185 | 716 |
Offsetting Liabilities, Gross Amounts Not Offset in the Balance Sheet, Financial Instruments | (185) | (716) |
Offsetting Liabilities, Gross Amounts Not Offset in the Balance Sheet, Cash Collateral Received | 0 | 0 |
Offsetting Liabilities, Net Amount | $ 0 | $ 0 |
FAIR VALUE DISCLOSURES - Summar
FAIR VALUE DISCLOSURES - Summary of Face Values, Carrying Amounts and Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable, Face Value | $ 52,016 | $ 53,484 |
Preferred equity investment, Face Value | 44,961 | 44,882 |
Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities, Face Value | 700,000 | 700,000 |
Mortgage indebtedness [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities, Face Value | 162,195 | 163,638 |
Carrying Amount [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 52,111 | 53,596 |
Preferred equity investments | 45,345 | 45,190 |
Carrying Amount [Member] | Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 689,508 | 688,246 |
Carrying Amount [Member] | Mortgage indebtedness [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 159,366 | 160,752 |
Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 48,850 | 51,914 |
Preferred equity investments | 47,073 | 48,332 |
Fair Value [Member] | Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 724,375 | 709,500 |
Fair Value [Member] | Mortgage indebtedness [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | $ 148,890 | $ 150,091 |
FAIR VALUE DISCLOSURES - Schedu
FAIR VALUE DISCLOSURES - Schedule of Inputs used for Carrying Amounts which do not Approximate Fair Value with Valuation Methods (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Total [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | $ 48,850 | $ 51,914 |
Preferred equity investments | 47,073 | 48,332 |
Total [Member] | Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 724,375 | 709,500 |
Total [Member] | Mortgage indebtedness [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 148,890 | $ 150,091 |
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 1 [Member] | Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Recurring [Member] | Level 1 [Member] | Mortgage indebtedness [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 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 2 [Member] | Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 724,375 | |
Recurring [Member] | Level 2 [Member] | Mortgage indebtedness [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 48,850 | |
Preferred equity investments | 47,073 | |
Recurring [Member] | Level 3 [Member] | Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Recurring [Member] | Level 3 [Member] | Mortgage indebtedness [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 148,890 | |
Recurring [Member] | Total [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 48,850 | |
Preferred equity investments | 47,073 | |
Recurring [Member] | Total [Member] | Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 724,375 | |
Recurring [Member] | Total [Member] | Mortgage indebtedness [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | $ 148,890 |
FAIR VALUE DISCLOSURES - Sche56
FAIR VALUE DISCLOSURES - Schedule of Amounts Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Asset | $ 9,777 | $ 11,240 |
Financial liability | 185 | $ 716 |
Recurring [Member] | Level 1 [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Asset | 0 | |
Financial liability | 0 | |
Recurring [Member] | Level 1 [Member] | Cross Currency Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Asset | 0 | |
Recurring [Member] | Level 3 [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Asset | 0 | |
Financial liability | 0 | |
Recurring [Member] | Level 3 [Member] | Cross Currency Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Asset | 0 | |
Recurring [Member] | Total [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Asset | 7,870 | |
Financial liability | 185 | |
Recurring [Member] | Total [Member] | Cross Currency Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Asset | $ 1,900 |
FAIR VALUE DISCLOSURES - Sche57
FAIR VALUE DISCLOSURES - Schedule of Reconciliation for Contingent Consideration Liability Recorded at Fair Value using Level 3 Inputs (Details) - Recurring [Member] - Level 3 [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Business Combination, Contingent Consideration, Liability [Abstract] | |
Beginning Balance | $ 818 |
Decrease in contingent consideration liability | (822) |
Foreign currency translation | 4 |
Ending Balance | $ 0 |
FAIR VALUE DISCLOSURES - Narrat
FAIR VALUE DISCLOSURES - Narrative (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017USD ($)Propertyacquisition | Dec. 31, 2016USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Payment of contingent consideration | $ 0 | |
Facilities transitioned to managed property structure with earn out terminated | Property | 8 | |
Recurring [Member] | Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration liability | $ 0 | $ 818 |
Acquisitions With Contingent Consideration Arrangements [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Number of real estate acquisitions | acquisition | 3 |
EQUITY - Narrative (Details)
EQUITY - Narrative (Details) - USD ($) | Mar. 21, 2013 | Jun. 30, 2017 | Dec. 31, 2016 |
Equity [Abstract] | |||
Preferred stock, shares issued (in shares) | 5,800,000 | 5,750,000 | 5,750,000 |
Preferred stock, dividend rate, percentage | 7.125% | ||
Price per share (in dollars per share) | $ 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 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Tax withholding obligations on behalf of employees | 2,600,000 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued as a result of restricted stock unit vestings (in shares) | 100,000 |
EQUITY - Schedule of Cash Divid
EQUITY - Schedule of Cash Dividends on Common Stock Declared and Paid (Details) - $ / shares | May 08, 2017 | Feb. 03, 2017 | Jun. 30, 2017 | Jun. 30, 2016 |
Equity [Abstract] | ||||
Common dividends (in dollars per share) | $ 0.43 | $ 0.42 | $ 0.85 | $ 0.83 |
EQUITY - Summary of Accumulated
EQUITY - Summary of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | $ (833) | $ (1,798) |
Total accumulated other comprehensive loss [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | (833) | (1,798) |
Foreign currency translation [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | (2,927) | (3,067) |
Unrealized gains on cash flow hedges [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated other comprehensive loss | $ 2,094 | $ 1,269 |
EARNINGS PER COMMON SHARE - Sch
EARNINGS PER COMMON SHARE - Schedule of the Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Numerator | ||||
Net income attributable to common stockholders | $ 17,960 | $ 34,915 | $ 34,222 | $ 16,643 |
Denominator | ||||
Basic weighted average common shares and common equivalents (in shares) | 65,438,739 | 65,303,057 | 65,396,146 | 65,274,845 |
Dilutive restricted stock units (in shares) | 232,114 | 200,326 | 297,873 | 179,492 |
Diluted weighted average common shares (in shares) | 65,670,853 | 65,503,383 | 65,694,019 | 65,454,337 |
Net income attributable to common stockholders, per: | ||||
Basic common share (in dollars per share) | $ 0.27 | $ 0.53 | $ 0.52 | $ 0.25 |
Diluted common share (in dollars per share) | $ 0.27 | $ 0.53 | $ 0.52 | $ 0.25 |
EARNINGS PER COMMON SHARE - Nar
EARNINGS PER COMMON SHARE - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive stock | 15,900 | 24,200 | 19,300 | 31,200 |
SUMMARIZED CONDENSED CONSOLID64
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - Condensed Consolidating Balance Sheet (unaudited) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Assets | ||||
Real estate investments, net of accumulated depreciation | $ 1,995,911 | $ 2,009,939 | ||
Loans receivable and other investments, net | 94,208 | 96,036 | ||
Cash and cash equivalents | 13,235 | 25,663 | $ 103,868 | $ 7,434 |
Restricted cash | 9,413 | 9,002 | ||
Prepaid expenses, deferred financing costs and other assets, net | 141,193 | 125,279 | ||
Intercompany | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Total assets | 2,253,960 | 2,265,919 | ||
Liabilities | ||||
Mortgage notes, net | 159,366 | 160,752 | ||
Revolving credit facility | 32,000 | 26,000 | ||
Term loans, net | 339,248 | 335,673 | ||
Senior unsecured notes, net | 689,508 | 688,246 | ||
Accounts payable and accrued liabilities | 37,123 | 39,639 | ||
Intercompany | 0 | 0 | ||
Total liabilities | 1,257,245 | 1,250,310 | ||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 996,696 | 1,015,574 | ||
Noncontrolling interests | 19 | 35 | ||
Total equity | 996,715 | 1,015,609 | 1,016,912 | 1,053,876 |
Total liabilities and equity | 2,253,960 | 2,265,919 | ||
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 | (1,723) | (1,909) | ||
Intercompany | (967,326) | (1,080,899) | ||
Investment in subsidiaries | (1,699,565) | (1,559,738) | ||
Total assets | (2,668,614) | (2,642,546) | ||
Liabilities | ||||
Mortgage notes, net | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Term loans, net | 0 | 0 | ||
Senior unsecured notes, net | 0 | 0 | ||
Accounts payable and accrued liabilities | (1,723) | (1,909) | ||
Intercompany | (967,326) | (1,080,899) | ||
Total liabilities | (969,049) | (1,082,808) | ||
Total Sabra Health Care REIT, Inc. stockholders’ equity | (1,699,565) | (1,559,738) | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | (1,699,565) | (1,559,738) | ||
Total liabilities and equity | (2,668,614) | (2,642,546) | ||
Parent Company [Member] | ||||
Assets | ||||
Real estate investments, net of accumulated depreciation | 151 | 150 | ||
Loans receivable and other investments, net | (172) | (410) | ||
Cash and cash equivalents | 4,718 | 18,168 | 95,604 | 2,548 |
Restricted cash | 0 | 0 | ||
Prepaid expenses, deferred financing costs and other assets, net | 13,963 | 2,859 | ||
Intercompany | 292,398 | 368,281 | ||
Investment in subsidiaries | 698,329 | 640,238 | ||
Total assets | 1,009,387 | 1,029,286 | ||
Liabilities | ||||
Mortgage notes, net | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Term loans, net | 0 | 0 | ||
Senior unsecured notes, net | 0 | 0 | ||
Accounts payable and accrued liabilities | 12,691 | 13,712 | ||
Intercompany | 0 | 0 | ||
Total liabilities | 12,691 | 13,712 | ||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 996,696 | 1,015,574 | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 996,696 | 1,015,574 | ||
Total liabilities and equity | 1,009,387 | 1,029,286 | ||
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 | 15,113 | 18,023 | ||
Intercompany | 674,928 | 687,493 | ||
Investment in subsidiaries | 987,422 | 907,136 | ||
Total assets | 1,677,463 | 1,612,652 | ||
Liabilities | ||||
Mortgage notes, net | 0 | 0 | ||
Revolving credit facility | 32,000 | 26,000 | ||
Term loans, net | 243,795 | 243,626 | ||
Senior unsecured notes, net | 689,508 | 688,246 | ||
Accounts payable and accrued liabilities | 13,831 | 14,542 | ||
Intercompany | 0 | 0 | ||
Total liabilities | 979,134 | 972,414 | ||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 698,329 | 640,238 | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 698,329 | 640,238 | ||
Total liabilities and equity | 1,677,463 | 1,612,652 | ||
Combined Guarantor Subsidiaries [Member] | ||||
Assets | ||||
Real estate investments, net of accumulated depreciation | 1,848,316 | 1,860,850 | ||
Loans receivable and other investments, net | 94,380 | 96,446 | ||
Cash and cash equivalents | 2,431 | 2,675 | 3,791 | 456 |
Restricted cash | 67 | 57 | ||
Prepaid expenses, deferred financing costs and other assets, net | 102,856 | 96,301 | ||
Intercompany | 0 | 0 | ||
Investment in subsidiaries | 13,814 | 12,364 | ||
Total assets | 2,061,864 | 2,068,693 | ||
Liabilities | ||||
Mortgage notes, net | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Term loans, net | 95,453 | 92,047 | ||
Senior unsecured notes, net | 0 | 0 | ||
Accounts payable and accrued liabilities | 8,626 | 11,606 | ||
Intercompany | 994,200 | 1,080,899 | ||
Total liabilities | 1,098,279 | 1,184,552 | ||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 963,585 | 884,141 | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 963,585 | 884,141 | ||
Total liabilities and equity | 2,061,864 | 2,068,693 | ||
Combined Non-Guarantor Subsidiaries [Member] | ||||
Assets | ||||
Real estate investments, net of accumulated depreciation | 147,444 | 148,939 | ||
Loans receivable and other investments, net | 0 | 0 | ||
Cash and cash equivalents | 6,086 | 4,820 | $ 4,473 | $ 4,430 |
Restricted cash | 9,346 | 8,945 | ||
Prepaid expenses, deferred financing costs and other assets, net | 10,984 | 10,005 | ||
Intercompany | 0 | 25,125 | ||
Investment in subsidiaries | 0 | 0 | ||
Total assets | 173,860 | 197,834 | ||
Liabilities | ||||
Mortgage notes, net | 159,366 | 160,752 | ||
Revolving credit facility | 0 | 0 | ||
Term loans, net | 0 | 0 | ||
Senior unsecured notes, net | 0 | 0 | ||
Accounts payable and accrued liabilities | 3,698 | 1,688 | ||
Intercompany | (26,874) | 0 | ||
Total liabilities | 136,190 | 162,440 | ||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 37,651 | 35,359 | ||
Noncontrolling interests | 19 | 35 | ||
Total equity | 37,670 | 35,394 | ||
Total liabilities and equity | $ 173,860 | $ 197,834 |
SUMMARIZED CONDENSED CONSOLID65
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - Condensed Consolidating Statement of Income (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues: | ||||
Rental income | $ 55,904 | $ 55,297 | $ 113,128 | $ 110,609 |
Interest and other income | 2,027 | 16,993 | 3,972 | 22,325 |
Resident fees and services | 6,805 | 1,959 | 10,286 | 3,874 |
Total revenues | 64,736 | 74,249 | 127,386 | 136,808 |
Expenses: | ||||
Depreciation and amortization | 17,220 | 16,405 | 36,357 | 34,171 |
Interest | 15,862 | 16,427 | 31,650 | 33,345 |
Operating expenses | 4,407 | 1,440 | 6,827 | 2,852 |
General and administrative | 11,149 | 4,636 | 18,022 | 9,350 |
Provision for doubtful accounts and loan losses | 535 | 223 | 2,305 | 2,746 |
Impairment of real estate | 0 | 0 | 0 | 29,811 |
Total expenses | 49,173 | 39,131 | 95,161 | 112,275 |
Other income (expense): | ||||
Loss on extinguishment of debt | 0 | 0 | 0 | (556) |
Other income (expense) | 941 | 2,400 | 3,070 | 2,400 |
Net gain (loss) on sales of real estate | 4,032 | (52) | 4,032 | (4,654) |
Total other income (expense) | 4,973 | 2,348 | 7,102 | (2,810) |
Income in subsidiary | 0 | 0 | 0 | 0 |
Net income | 20,536 | 37,466 | 39,327 | 21,723 |
Net income (loss) attributable to noncontrolling interests | (16) | 9 | 16 | 41 |
Net income attributable to Sabra Health Care REIT, Inc. | 20,520 | 37,475 | 39,343 | 21,764 |
Preferred stock dividends | (2,560) | (2,560) | (5,121) | (5,121) |
Net income attributable to common stockholders | $ 17,960 | $ 34,915 | $ 34,222 | $ 16,643 |
Net income attributable to common stockholders, per: | ||||
Basic common share (in dollars per share) | $ 0.27 | $ 0.53 | $ 0.52 | $ 0.25 |
Diluted common share (in dollars per share) | $ 0.27 | $ 0.53 | $ 0.52 | $ 0.25 |
Weighted-average number of common shares outstanding, basic (in shares) | 65,438,739 | 65,303,057 | 65,396,146 | 65,274,845 |
Weighted-average number of common shares outstanding, diluted (in shares) | 65,670,853 | 65,503,383 | 65,694,019 | 65,454,337 |
Elimination [Member] | ||||
Revenues: | ||||
Rental income | $ (1,194) | $ (591) | $ (1,978) | $ (1,162) |
Interest and other income | (18) | (196) | (18) | (377) |
Resident fees and services | 0 | 0 | 0 | 0 |
Total revenues | (1,212) | (787) | (1,996) | (1,539) |
Expenses: | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 |
Interest | 0 | (119) | 0 | (238) |
Operating expenses | (1,212) | (603) | (1,996) | (1,173) |
General and administrative | 0 | 0 | 0 | 0 |
Provision for doubtful accounts and loan losses | 0 | 0 | 0 | 0 |
Impairment of real estate | 0 | |||
Total expenses | (1,212) | (722) | (1,996) | (1,411) |
Other income (expense): | ||||
Loss on extinguishment of debt | 0 | |||
Other income (expense) | 0 | 0 | 0 | 0 |
Net gain (loss) on sales of real estate | 0 | 0 | 0 | 0 |
Total other income (expense) | 0 | 0 | 0 | 0 |
Income in subsidiary | (74,403) | (92,241) | (136,445) | (86,545) |
Net income | (74,403) | (92,306) | (136,445) | (86,673) |
Net income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to Sabra Health Care REIT, Inc. | (74,403) | (92,306) | (136,445) | (86,673) |
Preferred stock dividends | 0 | 0 | 0 | 0 |
Net income attributable to common stockholders | (74,403) | (92,306) | (136,445) | (86,673) |
Parent Company [Member] | ||||
Revenues: | ||||
Rental income | 0 | 0 | 0 | 0 |
Interest and other income | 6 | 1 | 13 | 2 |
Resident fees and services | 0 | 0 | 0 | 0 |
Total revenues | 6 | 1 | 13 | 2 |
Expenses: | ||||
Depreciation and amortization | 216 | 201 | 432 | 384 |
Interest | 0 | 0 | 0 | 0 |
Operating expenses | 0 | 0 | 0 | 0 |
General and administrative | 9,853 | 3,713 | 15,770 | 8,187 |
Provision for doubtful accounts and loan losses | 227 | (888) | 82 | (655) |
Impairment of real estate | 0 | |||
Total expenses | 10,296 | 3,026 | 16,284 | 7,916 |
Other income (expense): | ||||
Loss on extinguishment of debt | 0 | |||
Other income (expense) | 916 | 2,098 | 2,283 | 2,098 |
Net gain (loss) on sales of real estate | 0 | 0 | 0 | 0 |
Total other income (expense) | 916 | 2,098 | 2,283 | 2,098 |
Income in subsidiary | 29,894 | 38,467 | 53,331 | 27,708 |
Net income | 20,520 | 37,540 | 39,343 | 21,892 |
Net income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to Sabra Health Care REIT, Inc. | 20,520 | 37,540 | 39,343 | 21,892 |
Preferred stock dividends | (2,560) | (2,560) | (5,121) | (5,121) |
Net income attributable to common stockholders | 17,960 | 34,980 | 34,222 | 16,771 |
Issuers [Member] | ||||
Revenues: | ||||
Rental income | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 119 | 0 | 238 |
Resident fees and services | 0 | 0 | 0 | 0 |
Total revenues | 0 | 119 | 0 | 238 |
Expenses: | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 |
Interest | 13,516 | 13,720 | 26,924 | 28,023 |
Operating expenses | 0 | 0 | 0 | 0 |
General and administrative | 17 | 12 | 32 | 22 |
Provision for doubtful accounts and loan losses | 0 | 0 | 0 | 0 |
Impairment of real estate | 0 | |||
Total expenses | 13,533 | 13,732 | 26,956 | 28,045 |
Other income (expense): | ||||
Loss on extinguishment of debt | (468) | |||
Other income (expense) | 703 | 16 | 737 | 516 |
Net gain (loss) on sales of real estate | 0 | 0 | 0 | 0 |
Total other income (expense) | 703 | 16 | 737 | 48 |
Income in subsidiary | 42,724 | 52,064 | 79,550 | 55,467 |
Net income | 29,894 | 38,467 | 53,331 | 27,708 |
Net income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to Sabra Health Care REIT, Inc. | 29,894 | 38,467 | 53,331 | 27,708 |
Preferred stock dividends | 0 | 0 | 0 | 0 |
Net income attributable to common stockholders | 29,894 | 38,467 | 53,331 | 27,708 |
Combined Guarantor Subsidiaries [Member] | ||||
Revenues: | ||||
Rental income | 52,442 | 50,674 | 105,481 | 101,424 |
Interest and other income | 2,039 | 17,004 | 3,977 | 22,335 |
Resident fees and services | 0 | 0 | 0 | 0 |
Total revenues | 54,481 | 67,678 | 109,458 | 123,759 |
Expenses: | ||||
Depreciation and amortization | 15,425 | 14,620 | 32,381 | 30,634 |
Interest | 715 | 1,114 | 1,445 | 2,132 |
Operating expenses | 0 | 0 | 0 | 0 |
General and administrative | 1,222 | 849 | 2,019 | 1,029 |
Provision for doubtful accounts and loan losses | 308 | 1,111 | 2,223 | 3,401 |
Impairment of real estate | 29,811 | |||
Total expenses | 17,670 | 17,694 | 38,068 | 67,007 |
Other income (expense): | ||||
Loss on extinguishment of debt | (88) | |||
Other income (expense) | (665) | 309 | 50 | (141) |
Net gain (loss) on sales of real estate | 4,026 | (52) | 4,026 | (4,654) |
Total other income (expense) | 3,361 | 257 | 4,076 | (4,883) |
Income in subsidiary | 1,785 | 1,710 | 3,564 | 3,370 |
Net income | 41,957 | 51,951 | 79,030 | 55,239 |
Net income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to Sabra Health Care REIT, Inc. | 41,957 | 51,951 | 79,030 | 55,239 |
Preferred stock dividends | 0 | 0 | 0 | 0 |
Net income attributable to common stockholders | 41,957 | 51,951 | 79,030 | 55,239 |
Combined Non-Guarantor Subsidiaries [Member] | ||||
Revenues: | ||||
Rental income | 4,656 | 5,214 | 9,625 | 10,347 |
Interest and other income | 0 | 65 | 0 | 127 |
Resident fees and services | 6,805 | 1,959 | 10,286 | 3,874 |
Total revenues | 11,461 | 7,238 | 19,911 | 14,348 |
Expenses: | ||||
Depreciation and amortization | 1,579 | 1,584 | 3,544 | 3,153 |
Interest | 1,631 | 1,712 | 3,281 | 3,428 |
Operating expenses | 5,619 | 2,043 | 8,823 | 4,025 |
General and administrative | 57 | 62 | 201 | 112 |
Provision for doubtful accounts and loan losses | 0 | 0 | 0 | 0 |
Impairment of real estate | 0 | |||
Total expenses | 8,886 | 5,401 | 15,849 | 10,718 |
Other income (expense): | ||||
Loss on extinguishment of debt | 0 | |||
Other income (expense) | (13) | (23) | 0 | (73) |
Net gain (loss) on sales of real estate | 6 | 0 | 6 | 0 |
Total other income (expense) | (7) | (23) | 6 | (73) |
Income in subsidiary | 0 | 0 | 0 | 0 |
Net income | 2,568 | 1,814 | 4,068 | 3,557 |
Net income (loss) attributable to noncontrolling interests | (16) | 9 | 16 | 41 |
Net income attributable to Sabra Health Care REIT, Inc. | 2,552 | 1,823 | 4,084 | 3,598 |
Preferred stock dividends | 0 | 0 | 0 | 0 |
Net income attributable to common stockholders | $ 2,552 | $ 1,823 | $ 4,084 | $ 3,598 |
SUMMARIZED CONDENSED CONSOLID66
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - Condensed Consolidating Statement of Comprehensive Income (unaudited) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income | $ 20,536,000 | $ 37,466,000 | $ 39,327,000 | $ 21,723,000 | |
Unrealized gain (loss), net of tax: | |||||
Foreign currency translation gain (loss) | 698,000 | 324,000 | 140,000 | (249,000) | |
Unrealized gain (loss) on cash flow hedges | [1] | 97,000 | (206,000) | 825,000 | (1,698,000) |
Total other comprehensive income (loss) | 795,000 | 118,000 | 965,000 | (1,947,000) | |
Comprehensive income | 21,331,000 | 37,584,000 | 40,292,000 | 19,776,000 | |
Comprehensive (income) loss attributable to noncontrolling interest | (16,000) | 9,000 | 16,000 | 41,000 | |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | 21,315,000 | 37,593,000 | 40,308,000 | 19,817,000 | |
Unrealized gain (loss) on cash flow hedges, tax | 200,000 | 0 | 200,000 | 0 | |
Elimination [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income | (74,403,000) | (92,306,000) | (136,445,000) | (86,673,000) | |
Unrealized gain (loss), net of tax: | |||||
Foreign currency translation gain (loss) | 0 | 0 | 0 | 0 | |
Unrealized gain (loss) on cash flow hedges | 0 | 0 | 0 | 0 | |
Total other comprehensive income (loss) | 0 | 0 | 0 | 0 | |
Comprehensive income | (74,403,000) | (92,306,000) | (136,445,000) | (86,673,000) | |
Comprehensive (income) loss attributable to noncontrolling interest | 0 | 0 | 0 | 0 | |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | (74,403,000) | (92,306,000) | (136,445,000) | (86,673,000) | |
Parent Company [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income | 20,520,000 | 37,540,000 | 39,343,000 | 21,892,000 | |
Unrealized gain (loss), net of tax: | |||||
Foreign currency translation gain (loss) | 0 | 0 | 0 | 0 | |
Unrealized gain (loss) on cash flow hedges | 0 | 0 | 0 | 0 | |
Total other comprehensive income (loss) | 0 | 0 | 0 | 0 | |
Comprehensive income | 20,520,000 | 37,540,000 | 39,343,000 | 21,892,000 | |
Comprehensive (income) loss attributable to noncontrolling interest | 0 | 0 | 0 | 0 | |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | 20,520,000 | 37,540,000 | 39,343,000 | 21,892,000 | |
Issuers [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income | 29,894,000 | 38,467,000 | 53,331,000 | 27,708,000 | |
Unrealized gain (loss), net of tax: | |||||
Foreign currency translation gain (loss) | (415,000) | 287,000 | (1,367,000) | (2,357,000) | |
Unrealized gain (loss) on cash flow hedges | 285,000 | (206,000) | 1,013,000 | (1,698,000) | |
Total other comprehensive income (loss) | (130,000) | 81,000 | (354,000) | (4,055,000) | |
Comprehensive income | 29,764,000 | 38,548,000 | 52,977,000 | 23,653,000 | |
Comprehensive (income) loss attributable to noncontrolling interest | 0 | 0 | 0 | 0 | |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | 29,764,000 | 38,548,000 | 52,977,000 | 23,653,000 | |
Combined Guarantor Subsidiaries [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income | 41,957,000 | 51,951,000 | 79,030,000 | 55,239,000 | |
Unrealized gain (loss), net of tax: | |||||
Foreign currency translation gain (loss) | 833,000 | 29,000 | 1,131,000 | 1,663,000 | |
Unrealized gain (loss) on cash flow hedges | (188,000) | 0 | (188,000) | 0 | |
Total other comprehensive income (loss) | 645,000 | 29,000 | 943,000 | 1,663,000 | |
Comprehensive income | 42,602,000 | 51,980,000 | 79,973,000 | 56,902,000 | |
Comprehensive (income) loss attributable to noncontrolling interest | 0 | 0 | 0 | 0 | |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | 42,602,000 | 51,980,000 | 79,973,000 | 56,902,000 | |
Combined Non-Guarantor Subsidiaries [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net income | 2,568,000 | 1,814,000 | 4,068,000 | 3,557,000 | |
Unrealized gain (loss), net of tax: | |||||
Foreign currency translation gain (loss) | 280,000 | 8,000 | 376,000 | 445,000 | |
Unrealized gain (loss) on cash flow hedges | 0 | 0 | 0 | 0 | |
Total other comprehensive income (loss) | 280,000 | 8,000 | 376,000 | 445,000 | |
Comprehensive income | 2,848,000 | 1,822,000 | 4,444,000 | 4,002,000 | |
Comprehensive (income) loss attributable to noncontrolling interest | (16,000) | 9,000 | 16,000 | 41,000 | |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | $ 2,832,000 | $ 1,831,000 | $ 4,460,000 | $ 4,043,000 | |
[1] | Amounts are net of provision for income taxes of $0.2 million for the three and six months ended June 30, 2017 and none for the three and six months ended June 30, 2016. |
SUMMARIZED CONDENSED CONSOLID67
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - Condensed Consolidating Statement of Cash Flows (unaudited) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $ 53,871 | $ 94,494 |
Cash flows from investing activities: | ||
Acquisition of real estate | (14,456) | 0 |
Origination and fundings of loans receivable | (927) | (6,283) |
Origination and fundings of preferred equity investments | (76) | (6,172) |
Additions to real estate | (1,294) | (874) |
Repayment of loans receivable | 1,547 | 193,893 |
Repayments of preferred equity investments | 2,766 | 0 |
Investment in subsidiaries | 0 | 0 |
Net proceeds from the sales of real estate | 6,099 | 75,456 |
Distribution from subsidiary | 0 | |
Intercompany financing | 0 | 0 |
Net cash (used in) provided by investing activities | (6,341) | 256,020 |
Cash flows from financing activities: | ||
Net repayments from revolving credit facility | 6,000 | (255,000) |
Proceeds from term loans | 0 | 69,360 |
Principal payments on mortgage notes | (2,049) | (2,060) |
Payments of deferred financing costs | (124) | (5,931) |
Issuance of common stock, net | (3,224) | (1,289) |
Dividends paid on common and preferred stock | (60,691) | (59,288) |
Contribution from parent | 0 | |
Distribution to parent | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash used in financing activities | (60,088) | (254,208) |
Net (decrease) increase in cash and cash equivalents | (12,558) | 96,306 |
Effect of foreign currency translation on cash and cash equivalents | 130 | 128 |
Cash and cash equivalents, beginning of period | 25,663 | 7,434 |
Cash and cash equivalents, end of period | 13,235 | 103,868 |
Elimination [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Acquisition of real estate | 0 | |
Origination and fundings of loans receivable | 0 | 0 |
Origination and fundings of preferred equity investments | 0 | 0 |
Additions to real estate | 0 | 0 |
Repayment of loans receivable | 0 | 0 |
Repayments of preferred equity investments | 0 | |
Investment in subsidiaries | (4,948) | 400 |
Net proceeds from the sales of real estate | 0 | 0 |
Distribution from subsidiary | (4,050) | |
Intercompany financing | 9,210 | (344,836) |
Net cash (used in) provided by investing activities | 4,262 | (348,486) |
Cash flows from financing activities: | ||
Net repayments from revolving credit facility | 0 | 0 |
Proceeds from term loans | 0 | |
Principal payments on mortgage notes | 0 | 0 |
Payments of deferred financing costs | 0 | 0 |
Issuance of common stock, net | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Contribution from parent | (400) | |
Distribution to parent | 4,948 | 4,050 |
Intercompany financing | (9,210) | 344,836 |
Net cash used in financing activities | (4,262) | 348,486 |
Net (decrease) increase in cash and cash equivalents | 0 | 0 |
Effect of foreign currency translation on cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Parent Company [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 49,670 | 87,170 |
Cash flows from investing activities: | ||
Acquisition of real estate | 0 | |
Origination and fundings of loans receivable | 0 | 0 |
Origination and fundings of preferred equity investments | 0 | 0 |
Additions to real estate | (12) | (120) |
Repayment of loans receivable | 0 | 0 |
Repayments of preferred equity investments | 0 | |
Investment in subsidiaries | 2,474 | (200) |
Net proceeds from the sales of real estate | 0 | 0 |
Distribution from subsidiary | 2,025 | |
Intercompany financing | (1,667) | 64,758 |
Net cash (used in) provided by investing activities | 795 | 66,463 |
Cash flows from financing activities: | ||
Net repayments from revolving credit facility | 0 | 0 |
Proceeds from term loans | 0 | |
Principal payments on mortgage notes | 0 | 0 |
Payments of deferred financing costs | 0 | 0 |
Issuance of common stock, net | (3,224) | (1,289) |
Dividends paid on common and preferred stock | (60,691) | (59,288) |
Contribution from parent | 0 | |
Distribution to parent | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash used in financing activities | (63,915) | (60,577) |
Net (decrease) increase in cash and cash equivalents | (13,450) | 93,056 |
Effect of foreign currency translation on cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 18,168 | 2,548 |
Cash and cash equivalents, end of period | 4,718 | 95,604 |
Issuers [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Acquisition of real estate | 0 | |
Origination and fundings of loans receivable | 0 | 0 |
Origination and fundings of preferred equity investments | 0 | 0 |
Additions to real estate | 0 | 0 |
Repayment of loans receivable | 0 | 0 |
Repayments of preferred equity investments | 0 | |
Investment in subsidiaries | 2,474 | (200) |
Net proceeds from the sales of real estate | 0 | 0 |
Distribution from subsidiary | 2,025 | |
Intercompany financing | (7,543) | 280,078 |
Net cash (used in) provided by investing activities | (5,069) | 281,903 |
Cash flows from financing activities: | ||
Net repayments from revolving credit facility | 6,000 | (255,000) |
Proceeds from term loans | 45,000 | |
Principal payments on mortgage notes | 0 | 0 |
Payments of deferred financing costs | (124) | (5,320) |
Issuance of common stock, net | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Contribution from parent | 200 | |
Distribution to parent | (2,474) | (2,025) |
Intercompany financing | 1,667 | (64,758) |
Net cash used in financing activities | 5,069 | (281,903) |
Net (decrease) increase in cash and cash equivalents | 0 | 0 |
Effect of foreign currency translation on 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 | (1,703) | 3,177 |
Cash flows from investing activities: | ||
Acquisition of real estate | (14,456) | |
Origination and fundings of loans receivable | (927) | (6,283) |
Origination and fundings of preferred equity investments | (76) | (6,172) |
Additions to real estate | (1,106) | (400) |
Repayment of loans receivable | 1,547 | 193,893 |
Repayments of preferred equity investments | 2,766 | |
Investment in subsidiaries | 0 | 0 |
Net proceeds from the sales of real estate | 6,099 | 75,456 |
Distribution from subsidiary | 0 | |
Intercompany financing | 0 | 0 |
Net cash (used in) provided by investing activities | (6,153) | 256,494 |
Cash flows from financing activities: | ||
Net repayments from revolving credit facility | 0 | 0 |
Proceeds from term loans | 24,360 | |
Principal payments on mortgage notes | 0 | (77) |
Payments of deferred financing costs | 0 | (611) |
Issuance of common stock, net | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Contribution from parent | 0 | |
Distribution to parent | 0 | 0 |
Intercompany financing | 7,543 | (280,078) |
Net cash used in financing activities | 7,543 | (256,406) |
Net (decrease) increase in cash and cash equivalents | (313) | 3,265 |
Effect of foreign currency translation on cash and cash equivalents | 69 | 70 |
Cash and cash equivalents, beginning of period | 2,675 | 456 |
Cash and cash equivalents, end of period | 2,431 | 3,791 |
Combined Non-Guarantor Subsidiaries [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 5,904 | 4,147 |
Cash flows from investing activities: | ||
Acquisition of real estate | 0 | |
Origination and fundings of loans receivable | 0 | 0 |
Origination and fundings of preferred equity investments | 0 | 0 |
Additions to real estate | (176) | (354) |
Repayment of loans receivable | 0 | 0 |
Repayments of preferred equity investments | 0 | |
Investment in subsidiaries | 0 | 0 |
Net proceeds from the sales of real estate | 0 | 0 |
Distribution from subsidiary | 0 | |
Intercompany financing | 0 | 0 |
Net cash (used in) provided by investing activities | (176) | (354) |
Cash flows from financing activities: | ||
Net repayments from revolving credit facility | 0 | 0 |
Proceeds from term loans | 0 | |
Principal payments on mortgage notes | (2,049) | (1,983) |
Payments of deferred financing costs | 0 | 0 |
Issuance of common stock, net | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Contribution from parent | 200 | |
Distribution to parent | (2,474) | (2,025) |
Intercompany financing | 0 | 0 |
Net cash used in financing activities | (4,523) | (3,808) |
Net (decrease) increase in cash and cash equivalents | 1,205 | (15) |
Effect of foreign currency translation on cash and cash equivalents | 61 | 58 |
Cash and cash equivalents, beginning of period | 4,820 | 4,430 |
Cash and cash equivalents, end of period | $ 6,086 | $ 4,473 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) | Aug. 02, 2017$ / shares | Jul. 31, 2017USD ($)extension_option | May 08, 2017$ / shares | Feb. 03, 2017$ / shares | Jun. 30, 2017$ / shares | Jun. 30, 2016$ / shares | Jul. 31, 2017CADextension_option | Jul. 30, 2017USD ($) | Aug. 10, 2016USD ($) | Aug. 10, 2016CAD | Jan. 14, 2016USD ($) | Jan. 14, 2016CAD |
Subsequent Event [Line Items] | ||||||||||||
Common dividends, declared (in dollars per share) | $ / shares | $ 0.43 | $ 0.42 | $ 0.85 | $ 0.83 | ||||||||
U.S. Dollar Term Loan [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt amount | $ 245,000,000 | $ 245,000,000 | ||||||||||
Canadian Term Loan [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt amount | CAD | CAD 35,000,000 | CAD 125,000,000 | ||||||||||
Prior Credit Agreement [Member] | Line of Credit [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Borrowing capacity | $ 1,250,000,000 | |||||||||||
Subsequent Event [Member] | U.S. Dollar Term Loan [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt amount | $ 1,100,000,000 | |||||||||||
Subsequent Event [Member] | U.S. Dollar Term Loan [Member] | Third Anniversary [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt amount | 200,000,000 | |||||||||||
Subsequent Event [Member] | U.S. Dollar Term Loan [Member] | Fifth Anniversary [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt amount | 900,000,000 | |||||||||||
Subsequent Event [Member] | Canadian Term Loan [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt amount | CAD | CAD 125,000,000 | |||||||||||
Subsequent Event [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Borrowing capacity | $ 1,000,000,000 | |||||||||||
Number of optional extensions | extension_option | 2 | 2 | ||||||||||
Optional extension period | 6 months | |||||||||||
Subsequent Event [Member] | Credit Agreement [Member] | Line of Credit [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Borrowing capacity | $ 2,500,000,000 | |||||||||||
Subsequent Event [Member] | Prior Credit Agreement [Member] | Line of Credit [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Borrowing capacity | $ 1,250,000,000 | |||||||||||
Subsequent Event [Member] | Dividend Declared [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Common dividends, declared (in dollars per share) | $ / shares | $ 0.3598913 | |||||||||||
Increase in common dividends pending Merger closing (in dollars per share) | $ / shares | 0.0046739 | |||||||||||
Preferred stock dividends, declared (in dollars per share) | $ / shares | $ 0.4453125 |