DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 29, 2018 | |
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 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 178,284,975 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Real estate investments, net of accumulated depreciation of $419,225 and $340,423 as of September 30, 2018 and December 31, 2017, respectively | $ 5,975,590 | $ 5,994,432 |
Loans receivable and other investments, net | 110,351 | 114,390 |
Investment in unconsolidated joint venture | 344,341 | 0 |
Cash and cash equivalents | 36,348 | 518,632 |
Restricted cash | 103,168 | 68,817 |
Lease intangible assets, net | 142,919 | 167,119 |
Accounts receivable, prepaid expenses and other assets, net | 197,622 | 168,887 |
Total assets | 6,910,339 | 7,032,277 |
Liabilities | ||
Secured debt, net | 252,827 | 256,430 |
Revolving credit facility | 619,000 | 641,000 |
Term loans, net | 1,189,647 | 1,190,774 |
Senior unsecured notes, net | 1,307,120 | 1,306,286 |
Accounts payable and accrued liabilities | 86,885 | 102,523 |
Lease intangible liabilities, net | 87,602 | 98,015 |
Total liabilities | 3,543,081 | 3,595,028 |
Commitments and contingencies (Note 14) | ||
Equity | ||
Preferred stock, $.01 par value; 10,000,000 shares authorized, 5,750,000 shares issued and outstanding as of December 31, 2017 | 0 | 58 |
Common stock, $.01 par value; 250,000,000 shares authorized, 178,284,975 and 178,255,843 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 1,783 | 1,783 |
Additional paid-in capital | 3,505,877 | 3,636,913 |
Cumulative distributions in excess of net income | (171,116) | (217,236) |
Accumulated other comprehensive income | 26,357 | 11,289 |
Total Sabra Health Care REIT, Inc. stockholders’ equity | 3,362,901 | 3,432,807 |
Noncontrolling interests | 4,357 | 4,442 |
Total equity | 3,367,258 | 3,437,249 |
Total liabilities and equity | $ 6,910,339 | $ 7,032,277 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Accumulated depreciation | $ 419,225 | $ 340,423 |
Preferred stock | ||
Par value (in dollars per share) | $ 0.01 | |
Shares authorized (in shares) | 10,000,000 | |
Shares issued (in shares) | 5,750,000 | |
Shares outstanding (in shares) | 5,750,000 | |
Common stock | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 250,000,000 | 250,000,000 |
Shares issued (in shares) | 178,284,975 | 178,255,843 |
Shares outstanding (in shares) | 178,284,975 | 178,255,843 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Rental income | $ 130,467 | $ 100,145 | $ 418,951 | $ 213,273 |
Interest and other income | 3,932 | 4,090 | 12,823 | 8,062 |
Resident fees and services | 17,403 | 7,554 | 52,426 | 17,840 |
Total revenues | 151,802 | 111,789 | 484,200 | 239,175 |
Expenses: | ||||
Depreciation and amortization | 48,468 | 25,933 | 143,301 | 62,290 |
Interest | 37,305 | 24,568 | 109,880 | 56,218 |
Operating expenses | 12,611 | 5,102 | 37,034 | 11,929 |
General and administrative | 8,022 | 12,944 | 25,160 | 24,159 |
Merger and acquisition costs | 151 | 23,299 | 593 | 29,750 |
Provision for doubtful accounts and loan losses | 8,910 | 5,149 | 9,449 | 7,454 |
Impairment of real estate | 0 | 0 | 1,413 | 0 |
Total expenses | 115,467 | 96,995 | 326,830 | 191,800 |
Other income: | ||||
Loss on extinguishment of debt | 0 | (553) | 0 | (553) |
Other income | 1,336 | 51 | 4,156 | 3,121 |
Net gain on sales of real estate | 14 | 582 | 142,445 | 4,614 |
Total other income | 1,350 | 80 | 146,601 | 7,182 |
Income before loss from unconsolidated joint venture and income tax (expense) benefit | 37,685 | 14,874 | 303,971 | 54,557 |
Loss from unconsolidated joint venture | (1,725) | 0 | (3,626) | 0 |
Income tax (expense) benefit | (732) | 195 | (1,847) | (161) |
Net income | 35,228 | 15,069 | 298,498 | 54,396 |
Net (income) loss attributable to noncontrolling interests | (10) | 26 | (22) | 42 |
Net income attributable to Sabra Health Care REIT, Inc. | 35,218 | 15,095 | 298,476 | 54,438 |
Preferred stock dividends | 0 | (2,561) | (9,768) | (7,682) |
Net income attributable to common stockholders | $ 35,218 | $ 12,534 | $ 288,708 | $ 46,756 |
Net income attributable to common stockholders, per: | ||||
Basic common share (in dollars per share) | $ 0.20 | $ 0.11 | $ 1.62 | $ 0.58 |
Diluted common share (in dollars per share) | $ 0.20 | $ 0.11 | $ 1.62 | $ 0.57 |
Weighted-average number of common shares outstanding, basic (in shares) | 178,317,769 | 112,149,638 | 178,309,127 | 81,150,846 |
Weighted-average number of common shares outstanding, diluted (in shares) | 178,941,213 | 112,418,100 | 178,729,853 | 81,429,044 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 35,228 | $ 15,069 | $ 298,498 | $ 54,396 |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation (loss) gain | (65) | 412 | (178) | 552 |
Unrealized gain on cash flow hedges | 2,010 | 4,657 | 15,246 | 5,482 |
Total other comprehensive income | 1,945 | 5,069 | 15,068 | 6,034 |
Comprehensive income | 37,173 | 20,138 | 313,566 | 60,430 |
Comprehensive (income) loss attributable to noncontrolling interest | (10) | 26 | (22) | 42 |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | $ 37,163 | $ 20,164 | $ 313,544 | $ 60,472 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Total Stockholders’ Equity | Preferred Stock | Common Stock | Additional Paid-in Capital | Cumulative Distributions in Excess of Net Income | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests |
Balance (in shares) at Dec. 31, 2016 | 5,750,000 | 65,285,614 | ||||||
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) | 54,396 | 54,438 | 54,438 | (42) | ||||
Other comprehensive income | 6,034 | 6,034 | 6,034 | |||||
Change in noncontrolling interests | 2,733 | 2,733 | ||||||
Amortization of stock-based compensation | 8,768 | 8,768 | 8,768 | |||||
Common stock issuance, net (in shares) | 110,546,599 | |||||||
Common stock issuance, net | 2,371,985 | 2,371,985 | $ 1,105 | 2,370,880 | ||||
Preferred dividends | (7,682) | (7,682) | (7,682) | |||||
Common dividends | (80,014) | (80,014) | (80,014) | |||||
Balance (in shares) at Sep. 30, 2017 | 5,750,000 | 175,832,213 | ||||||
Balance at Sep. 30, 2017 | 3,371,829 | 3,369,103 | $ 58 | $ 1,758 | 3,588,510 | (225,459) | 4,236 | 2,726 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative effect of ASU 2017-12 adoption | 0 | 0 | (795) | 795 | ||||
Balance (in shares) at Dec. 31, 2017 | 5,750,000 | 178,255,843 | ||||||
Balance at Dec. 31, 2017 | 3,437,249 | 3,432,807 | $ 58 | $ 1,783 | 3,636,913 | (217,236) | 11,289 | 4,442 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 298,498 | 298,476 | 298,476 | 22 | ||||
Other comprehensive income | 14,273 | 14,273 | 14,273 | |||||
Distributions to noncontrolling interests | (107) | (107) | ||||||
Amortization of stock-based compensation | 7,357 | 7,357 | 7,357 | |||||
Preferred stock redemption | (5,750,000) | |||||||
Preferred stock redemption | (143,750) | (143,750) | $ (58) | (138,191) | (5,501) | |||
Common stock issuance, net (in shares) | 29,132 | |||||||
Common stock issuance, net | (202) | (202) | $ 0 | (202) | ||||
Preferred dividends | (4,267) | (4,267) | (4,267) | |||||
Common dividends | (241,793) | (241,793) | (241,793) | |||||
Balance (in shares) at Sep. 30, 2018 | 0 | 178,284,975 | ||||||
Balance at Sep. 30, 2018 | $ 3,367,258 | $ 3,362,901 | $ 0 | $ 1,783 | $ 3,505,877 | $ (171,116) | $ 26,357 | $ 4,357 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | Aug. 08, 2018 | May 09, 2018 | Feb. 05, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Statement of Stockholders' Equity [Abstract] | |||||
Common dividends (in dollars per share) | $ 0.45 | $ 0.45 | $ 0.45 | $ 1.35 | $ 1.21 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 298,498 | $ 54,396 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 143,301 | 62,290 |
Amortization of above and below market lease intangibles, net | 4,193 | 637 |
Non-cash interest income adjustments | (1,722) | (137) |
Non-cash interest expense | 7,548 | 5,288 |
Stock-based compensation expense | 6,275 | 8,329 |
Loss on extinguishment of debt | 0 | 553 |
Straight-line rental income adjustments | (34,404) | (18,260) |
Provision for doubtful accounts and loan losses | 9,449 | 7,454 |
Change in fair value of contingent consideration | 0 | (552) |
Net gain on sales of real estate | (142,445) | (4,614) |
Impairment of real estate | 1,413 | 0 |
Loss from unconsolidated joint venture | 3,626 | 0 |
Distributions of earnings from unconsolidated joint venture | 6,494 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, prepaid expenses and other assets, net | (4,031) | (5,565) |
Accounts payable and accrued liabilities | (15,171) | (56,561) |
Net cash provided by operating activities | 283,024 | 53,258 |
Cash flows from investing activities: | ||
Acquisition of real estate | (239,001) | (393,064) |
Cash received in CCP Merger | 0 | 77,858 |
Origination and fundings of loans receivable | (41,448) | (5,642) |
Origination and fundings of preferred equity investments | (5,285) | (2,713) |
Additions to real estate | (21,695) | (3,233) |
Repayments of loans receivable | 48,282 | 8,710 |
Repayments of preferred equity investments | 6,491 | 3,239 |
Investment in unconsolidated joint venture | (354,461) | 0 |
Net proceeds from the sales of real estate | 290,864 | 11,723 |
Net cash used in investing activities | (316,253) | (303,122) |
Cash flows from financing activities: | ||
Net repayments of revolving credit facility | (22,000) | (137,000) |
Proceeds from term loans | 0 | 181,000 |
Principal payments on secured debt | (3,202) | (3,094) |
Payments of deferred financing costs | (12) | (15,316) |
Distributions to noncontrolling interests | (107) | 0 |
Preferred stock redemption | (143,750) | 0 |
Issuance of common stock, net | (499) | 319,026 |
Dividends paid on common and preferred stock | (244,978) | (86,813) |
Net cash (used in) provided by financing activities | (414,548) | 257,803 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (447,777) | 7,939 |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | (156) | 758 |
Cash, cash equivalents and restricted cash, beginning of period | 587,449 | 34,665 |
Cash, cash equivalents and restricted cash, end of period | 139,516 | 43,362 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 111,519 | 48,836 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Acquisition of business in CCP Merger (see Note 3) | 0 | 3,726,093 |
Assumption of indebtedness in CCP Merger | 0 | (1,751,373) |
Stock exchanged in CCP Merger | $ 0 | $ (2,052,578) |
BUSINESS
BUSINESS | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | BUSINESS Overview Sabra Health Care REIT, Inc. (“Sabra” or the “Company”) was incorporated on May 10, 2010 as a wholly owned subsidiary of Sun Healthcare Group, Inc. (“Sun”) and commenced operations on November 15, 2010 following Sabra’s separation from Sun. Sabra elected to be treated as a real estate investment trust (“REIT”) with the filing of its U.S. federal income tax return for the taxable year beginning January 1, 2011. Sabra believes that it has been organized and operated, and it intends to continue to operate, in a manner to qualify as a REIT. Sabra’s primary business consists of acquiring, financing and owning real estate property to be leased to third-party tenants in the healthcare sector. Sabra primarily generates revenues by leasing properties to tenants and operators throughout the United States 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 communities and specialty hospitals and other facilities, in each case leased to third-party operators; senior housing communities operated by third-party property managers pursuant to property management agreements (“Senior Housing - Managed”); investments in loans receivable; preferred equity investments; and an investment in an unconsolidated joint venture. On May 7, 2017, the Company, the Operating Partnership, PR Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), Care Capital Properties, Inc., a Delaware corporation (“CCP”), and Care Capital Properties, L.P. (“CCPLP”), a Delaware limited partnership and wholly owned subsidiary of CCP, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, on August 17, 2017, CCP merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the “CCP Merger”), following which Merger Sub merged with and into the Company, with the Company continuing as the surviving entity (the “Subsequent Merger”), and, simultaneous with the Subsequent Merger, CCPLP merged with and into the Operating Partnership, with the Operating Partnership continuing as the surviving entity. Pursuant to the Merger Agreement, as of the effective time of the CCP Merger, each share of CCP common stock, par value $0.01 per share, issued and outstanding immediately prior to the effective time of the CCP 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) was converted into the right to receive 1.123 newly issued shares of Company common stock, par value $0.01 per share, plus cash in lieu of any fractional shares. See Note 3, “CCP Merger and Recent Real Estate Acquisitions” for additional information regarding the CCP Merger. The acquisition of CCP has been reflected in the Company’s condensed consolidated financial statements since the effective date of the CCP Merger. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
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 September 30, 2018 and December 31, 2017 and for the periods ended September 30, 2018 and 2017 . 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 nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 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 September 30, 2018 , the Company determined it was the primary beneficiary of three variable interest entities— two exchange accommodation titleholder variable interest entities and a joint venture variable interest entity owning one skilled nursing/transitional care facility—and has consolidated the operations of these entities in the accompanying condensed consolidated financial statements. As of September 30, 2018 , the Company determined that operations of these entities 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 whether the loan investment should be accounted for as a loan or as a real estate joint venture. If an investment has the characteristics of a real estate joint venture, including if the Company participates in the majority of the borrower’s expected residual profit, the Company would account for the investment as an investment in a real estate joint venture and not as a loan investment. Expected residual profit is defined as the amount of profit, whether called interest or another name, such as an equity kicker, above a reasonable amount of interest and fees expected to be earned by a lender. At September 30, 2018 , 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 also applies this guidance to managing member interests in limited liability companies. The Company reassesses its determination of which entity controls the joint venture if: there is a change to the terms or in the exercisability of the rights of any partners or members, the sole general partner or managing member increases or decreases its ownership interests, or there is an increase or decrease in the number of outstanding ownership interests. As of September 30, 2018 , the Company’s determination of which entity controls its investments in joint ventures has not changed as a result of any reassessment. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. Reclassifications Certain amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. As a result, certain reclassifications were made to the condensed consolidated statements of cash flows. Investment in Unconsolidated Joint Venture The Company reports investments in unconsolidated entities over whose operating and financial policies it has the ability to exercise significant influence under the equity method of accounting. Under this method of accounting, the Company’s share of the investee’s earnings or losses is included in the Company’s condensed consolidated statements of income. The initial carrying value of the investment is based on the amount paid to purchase the joint venture interest. Differences between the Company’s cost basis and the basis reflected at the joint venture level are generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of earnings of the joint venture. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its equity method investments may not be recoverable or realized. When indicators of potential impairment are identified, the Company evaluates its equity method investments for impairment based on a comparison of the fair value of the investment to its carrying value. The fair value is estimated based on discounted cash flows that include all estimated cash inflows and outflows over a specified holding period and any estimated debt premiums or discounts. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of its equity method investment, the Company would record an impairment loss to the extent that the carrying value exceeds the estimated fair value of its equity method investment. On January 2, 2018, the Company completed its transaction with affiliates of Enlivant and TPG Real Estate, the real estate platform of TPG, and contributed $352.7 million , before closing costs, to acquire a 49% equity interest in an entity that owns 172 senior housing communities managed by Enlivant (the “Enlivant Joint Venture”). At closing, the Enlivant Joint Venture had outstanding indebtedness of $791.3 million and net working capital of $22.9 million , and the Company’s investment in the Enlivant Joint Venture implied an aggregate portfolio value of $1.49 billion . The joint venture agreement includes an option for the Company to acquire the remainder of the outstanding equity interests in the Enlivant Joint Venture by January 2, 2021 and grants the Company the right of first offer if the Company’s partner in the Enlivant Joint Venture desires to transfer its equity interest (which it may do commencing on January 2, 2020). Sabra also has the right to designate three directors on the seven member board of directors of the Enlivant Joint Venture and has other customary minority rights. As of September 30, 2018 , the book value of the Company’s investment in the Enlivant Joint Venture was $344.3 million . Net Investment in Direct Financing Lease As of September 30, 2018 , the Company had a $23.3 million net investment in one skilled nursing/transitional care facility leased to an operator under a direct financing lease, as the tenant is obligated to purchase the property at the end of the lease term. The net investment in direct financing lease is recorded in accounts receivable, prepaid expenses and other assets, net on the accompanying condensed consolidated balance sheets and represents the total undiscounted rental payments, plus the estimated unguaranteed residual value, less the unearned lease income. Unearned lease income represents the excess of the minimum lease payments and residual value over the cost of the investment. Unearned lease income is deferred and amortized to income over the lease term to provide a constant yield when collectability of the lease payments is reasonably assured. Income from the Company’s net investment in direct financing lease was $0.6 million and $1.9 million for the three and nine months ended September 30, 2018 , respectively, and is reflected in interest and other income on the accompanying condensed consolidated statements of income. Future minimum lease payments contractually due under the direct financing lease at September 30, 2018 , were as follows: $0.5 million for the remainder of 2018; $2.2 million for 2019; $2.3 million for 2020; and $2.1 million for 2021. Recently Issued Accounting Standards Update Adopted Between May 2014 and February 2017, the FASB issued four Accounting Standards Updates (each, an “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”), (iii) ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”) and (iv) ASU No. 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”). 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. The Revenue ASUs became effective for the Company on January 1, 2018 with the Company electing to use the modified retrospective approach for its adoption. Further, the Company elected to reassess only contracts that were not completed as of the adoption date. The adoption of these ASUs did not have a material impact to beginning retained earnings as of January 1, 2018. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides specific guidance clarifying how certain cash receipts and payments should be classified. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The Company adopted ASU 2016-15 and ASU 2016-18 on January 1, 2018. The full retrospective approach of adoption is required for both ASUs and, accordingly, certain line items in the Company’s consolidated statements of cash flows have been reclassified to conform to the current period presentation. The following table illustrates changes in the Company’s cash flows as reported in the accompanying condensed consolidated statements of cash flows and as previously reported prior to the adoption (in thousands): Nine Months Ended September 30, 2017 As Reported As Previously Reported Net cash provided by operating activities 53,258 49,771 Net increase in balance 7,939 4,452 Balance - beginning of the year 34,665 25,663 Balance - end of the year 43,362 30,873 In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 is intended to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and to simplify the application of the hedge accounting guidance in current GAAP. ASU 2017-12 is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. The Company adopted ASU 2017-12 effective beginning January 1, 2018. ASU 2017-12 requires a modified retrospective transition method in which the Company recognized the cumulative effect of the change on the opening balance of each affected component of equity in the condensed consolidated balance sheet as of the date of adoption, which resulted in a decrease to cumulative distributions in excess of net income and an increase to accumulated other comprehensive income of $0.8 million . Issued but Not Yet Adopted 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. Under ASU 2016-02, entities currently are required to adopt the new lease requirements using a modified retrospective transition method whereby an entity initially applies the new lease requirements (subject to specific transition requirements and optional practical expedients) at the beginning of the earliest period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”) that allows lessors to elect, as a practical expedient, not to separate lease and nonlease components (such as services rendered) in a contract for the purpose of revenue recognition and disclosure. The practical expedient can only be applied to leasing arrangements for which (i) the timing and pattern of transfer are the same for the lease and nonlease components and (ii) the lease component, if accounted for separately, would be classified as an operating lease. Under this practical expedient, contracts that are predominantly lease-based would be accounted for under Topic 842, and contracts that are predominantly service-based would be accounted for under Topic 606, Revenue from Contracts with Customers. The Company preliminarily expects that rental income will be predominately lease-based and accounted for under Topic 842. The Company is still in the process of completing its preliminary assessment related to resident fees and services revenue. Further, ASU 2018-11 also provides for an additional (and optional) transition method to adopt the new lease requirements by allowing entities to initially apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company plans to elect this practical expedient and apply the optional transition method for its operating leases for which the Company is the lessee, using the cumulative-effect adjustment to the opening balance sheet as of January 1, 2019. Upon adoption of ASU 2016-02, the Company will recognize its operating leases for which it is the lessee, mainly corporate office leases and ground leases, on its consolidated balance sheets. Further, as a result of adoption, the Company may be required to increase its revenue and expense for the amount of real estate taxes and insurance paid by its tenants under certain leasing arrangements with no net impact to net income. The Company is still evaluating the full impact of the adoption of ASU 2016-02 on January 1, 2019 to its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires that a financial asset (or a group of financial assets) measured at amortized cost basis be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The amendments in ASU 2016-13 are an improvement because they eliminate the probable initial recognition threshold in current GAAP and, instead, reflect an entity’s current estimate of all expected credit losses. Previously, when credit losses were measured under GAAP, an entity generally only considered past events and current conditions in measuring the incurred loss. ASU 2016-13 is effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted as of the fiscal years beginning after December 15, 2018. An entity will apply the amendments in this update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 updates the fair value measurement disclosure requirements by (i) eliminating certain requirements, including disclosure of the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements, (ii) modifying certain requirements, including clarifying that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date and (iii) adding certain requirements, including disclosure of the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted for any eliminated or modified disclosures. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted. |
CCP MERGER AND RECENT REAL ESTA
CCP MERGER AND RECENT REAL ESTATE ACQUISITIONS | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
CCP MERGER AND RECENT REAL ESTATE ACQUISITIONS | CCP MERGER AND RECENT REAL ESTATE ACQUISITIONS CCP Merger On August 17, 2017, the Company completed the CCP Merger. Under the terms of the Merger Agreement, each share of CCP common stock issued and outstanding immediately prior to the effective time of the CCP Merger (other than any shares owned directly by CCP, the Company or their respective subsidiaries, in each case not held on behalf of third parties) was converted into the right to receive 1.123 newly issued shares of Company common stock, resulting in the issuance of approximately 94.0 million shares of Company common stock at the effective time of the CCP Merger. As a result of the CCP Merger, the Company acquired 330 properties (consisting of 296 skilled nursing/transitional care facilities, 13 senior housing communities and 21 specialty hospitals and other facilities), one skilled nursing/transitional care facility leased to an operator under a direct financing lease (see Note 2, “Summary of Significant Accounting Policies—Net Investment in Direct Financing Lease”), 18 investments in loans receivable (see Note 6, “Loans Receivable and Other Investments”) and one specialty valuation firm that the Company subsequently sold in March 2018. Sabra also assumed certain outstanding equity awards and other debt and liabilities of CCP (see Note 7, “Debt”). Based on the closing price of Sabra’s common stock on August 16, 2017, the Company estimates the fair value of the consideration exchanged or assumed to be approximately $2.1 billion . The following table summarizes the purchase price allocation for the CCP Merger based on the Company’s valuation, including estimates and assumptions of the acquisition date fair value of the tangible and intangible assets acquired and liabilities assumed on August 17, 2017 (in thousands): Real estate investments $ 3,727,310 Loans receivable and other investments 58,244 Cash and cash equivalents 77,859 Restricted cash 779 Lease intangible assets, net 145,786 Accounts receivable, prepaid expenses and other assets, net 35,873 Secured debt, net (98,500 ) Revolving credit facility (362,000 ) Unsecured term loans (674,000 ) Senior unsecured notes, net (616,873 ) Accounts payable and accrued liabilities (134,802 ) Lease intangible liabilities, net (102,643 ) Noncontrolling interests (4,455 ) Total consideration $ 2,052,578 The lease intangible assets and lease intangible liabilities acquired in connection with the CCP Merger have weighted-average amortization periods as of the closing date of the CCP Merger of 10 years . Recent Real Estate Acquisitions During the nine months ended September 30, 2018 , the Company acquired 11 Senior Housing - Managed communities, seven senior housing communities and two skilled nursing/transitional care facilities. During the nine months ended September 30, 2017 , in addition to the properties acquired as a result of the CCP Merger, the Company acquired 21 skilled nursing/transitional care facilities and one senior housing community. Allocation of the consideration was based on certain valuations and analyses and is as follows (in thousands): Nine Months Ended September 30, 2018 2017 Land $ 28,089 $ 55,579 Building and improvements 208,678 329,462 Tenant origination and absorption costs intangible assets 1,669 6,143 Tenant relationship intangible assets 565 1,880 Total consideration $ 239,001 $ 393,064 The tenant origination and absorption costs intangible assets and tenant relationship intangible assets acquired in connection with these acquisitions have weighted-average amortization periods as of the respective dates of acquisition of 13 years and 22 years , respectively, for acquisitions completed during the nine months ended September 30, 2018 , and 13 years and 23 years , respectively, for the acquisitions completed during the nine months ended September 30, 2017 . For the three and nine months ended September 30, 2018 , the Company recognized $11.2 million and $31.5 million of total revenues, respectively, and $3.2 million and $9.3 million of net income attributable to common stockholders, respectively, from the facilities acquired during the nine months ended September 30, 2018 . For the three and nine months ended September 30, 2017 , the Company recognized $1.5 million and $1.6 million of total revenues, respectively, and for each of the three and nine months ended September 30, 2017 , the Company recognized $1.4 million of net income attributable to common stockholders, in each case from the facilities acquired during the nine months ended September 30, 2017 (excluding the properties acquired as a result of the CCP Merger). |
REAL ESTATE PROPERTIES HELD FOR
REAL ESTATE PROPERTIES HELD FOR INVESTMENT | 9 Months Ended |
Sep. 30, 2018 | |
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 September 30, 2018 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 350 39,848 $ 4,236,602 $ (251,287 ) $ 3,985,315 Senior Housing - Leased 91 7,309 1,227,305 (121,289 ) 1,106,016 Senior Housing - Managed 24 1,712 311,782 (18,458 ) 293,324 Specialty Hospitals and Other 22 1,085 618,493 (27,887 ) 590,606 487 49,954 6,394,182 (418,921 ) 5,975,261 Corporate Level 633 (304 ) 329 $ 6,394,815 $ (419,225 ) $ 5,975,590 As of December 31, 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 384 43,223 $ 4,364,387 $ (209,039 ) $ 4,155,348 Senior Housing - Leased 88 8,137 1,166,687 (102,370 ) 1,064,317 Senior Housing - Managed 13 1,113 189,120 (12,125 ) 176,995 Specialty Hospitals and Other 22 1,085 614,068 (16,620 ) 597,448 507 53,558 6,334,262 (340,154 ) 5,994,108 Corporate Level 593 (269 ) 324 $ 6,334,855 $ (340,423 ) $ 5,994,432 September 30, 2018 December 31, 2017 Building and improvements $ 5,506,855 $ 5,449,415 Furniture and equipment 239,146 232,889 Land improvements 2,156 3,456 Land 646,658 649,095 6,394,815 6,334,855 Accumulated depreciation (419,225 ) (340,423 ) $ 5,975,590 $ 5,994,432 Operating Leases As of September 30, 2018 , the substantial majority of the Company’s real estate properties (excluding 24 Senior Housing - Managed communities) were leased under triple-net operating leases with expirations ranging from less than one year to 15 years. As of September 30, 2018 , the leases had a weighted-average remaining term of nine years. The leases generally include provisions to extend the lease terms and other negotiated terms and conditions. The Company, through its subsidiaries, retains substantially all of the risks and benefits of ownership of the real estate assets leased to the tenants. The Company may receive additional security under these operating leases in the form of letters of credit and security deposits from the lessee or guarantees from the parent of the lessee. Security deposits received in cash related to tenant leases are included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets and totaled $14.3 million and $20.3 million as of September 30, 2018 and December 31, 2017 , respectively, and letters of credit deposited with the Company totaled approximately $89 million and $96 million as of September 30, 2018 and December 31, 2017 , respectively. In addition, our tenants have deposited with the Company $20.9 million and $28.3 million as of September 30, 2018 and December 31, 2017 , respectively, for future real estate taxes, insurance expenditures and tenant improvements related to our properties and their operations. As of September 30, 2018 , the Company had a $1.2 million reserve for unpaid cash rental income and a $7.9 million reserve associated with accumulated straight-line rental income. As of December 31, 2017 , the Company had a $3.2 million reserve for unpaid cash rental income and a $12.4 million reserve associated with accumulated straight-line rental income. The Company has entered into memoranda of understanding with Genesis Healthcare, Inc. (“Genesis”) to market for sale up to all of its remaining Genesis facilities and to restructure its lease agreements with Genesis to increase the marketability of these facilities to potential buyers. Effective January 1, 2018, the annual base rent payable under the Genesis leases was reduced by $19.0 million pursuant to a lease restructuring agreement. During the nine months ended September 30, 2018 , the Company completed the sale of 28 facilities leased to Genesis and expects to complete the sale of 18 of its remaining 26 Genesis facilities by the end of the first quarter of 2019 and retain eight facilities, although it cannot provide assurance that the sales will be completed in that timeframe, if at all. In addition, on August 27, 2018, the Company entered into a non-binding letter of intent to sell the 36 skilled nursing/transitional care facilities and two senior housing communities currently leased to Senior Care Centers for an aggregate sales price of $405.0 million , inclusive of a potential earnout opportunity of $27.5 million . The sale of the facilities is subject to entry by the parties into a definitive purchase and sale agreement, as well as the completion by the potential purchaser of due diligence and other customary closing conditions to be included in the definitive agreement. The Company expects to complete the sale in early 2019. There can be no assurances that a definitive agreement will be entered into or that the sale transaction will be consummated, on the foregoing terms or timing or at all. During the three months ended September 30, 2018, the Company issued to Senior Care Centers notices of default and lease termination due to Senior Care Centers’ non-payment of rent under the terms of the master leases. As a result, Senior Care Centers is currently operating the facilities on a month-to-month basis. Deposits were fully exhausted to pay contractual rents and cash rents have been recorded through a portion of September 2018, reflecting a shortfall of $1.9 million in cash rents from Senior Care Centers through September 30, 2018. No straight-line rents have been recorded since May 2018. There can be no assurances that the Company will receive any additional rent payments from Senior Care Centers during the pendency of the sale process. Prior to termination of the master leases, the annual lease rate was $58.5 million . The Company monitors the creditworthiness of its tenants by reviewing credit ratings (if available) and evaluating the ability of the tenants to meet their lease obligations to the Company based on the tenants’ financial performance, including the evaluation of any parent guarantees (or the guarantees of other related parties) of tenant lease obligations. As formal credit ratings may not be available for most of the Company’s tenants, the primary basis for the Company’s evaluation of the credit quality of its tenants (and more specifically the tenant’s ability to pay their rent obligations to the Company) is the tenant’s lease coverage ratio or the parent’s fixed charge coverage ratio for those entities with a parent guarantee. These coverage ratios include earnings before interest, taxes, depreciation, amortization and rent (“EBITDAR”) to rent and earnings before interest, taxes, depreciation, amortization, rent and management fees (“EBITDARM”) to rent at the lease level and consolidated EBITDAR to total fixed charges at the parent guarantor level when such a guarantee exists. The Company obtains various financial and operational information from its tenants each month and reviews this information in conjunction with the above-described coverage metrics to identify financial and operational trends, evaluate the impact of the industry’s operational and financial environment (including the impact of government reimbursement), and evaluate the management of the tenant’s operations. These metrics help the Company identify potential areas of concern relative to its tenants’ credit quality and ultimately the tenant’s ability to generate sufficient liquidity to meet its obligations, including its obligation to continue to pay the rent due to the Company. For both the three and nine months ended September 30, 2018 , no tenant relationship represented 10% or more of the Company’s total revenues. As of September 30, 2018 , the future minimum rental payments from the Company’s properties held for investment under non-cancelable operating leases were as follows (in thousands): October 1 through December 31, 2018 $ 116,525 2019 472,146 2020 462,598 2021 459,309 2022 456,750 Thereafter 2,807,313 $ 4,774,641 |
DISPOSITIONS
DISPOSITIONS | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITIONS | DISPOSITIONS 2018 Dispositions During the nine months ended September 30, 2018 , the Company completed the sale of 36 skilled nursing/transitional care facilities and four senior housing communities for aggregate consideration, net of closing costs, of $290.9 million . The net carrying value of the assets and liabilities of these facilities was $148.5 million , which resulted in an aggregate $142.4 million net gain on sale. During the nine months ended September 30, 2018 , the Company recognized a $1.4 million real estate impairment, of which $0.5 million related to one senior housing community sold during the period. Excluding the net gain on sale and real estate impairment, the Company recognized $12.5 million and $24.9 million of net income during the nine months ended September 30, 2018 and 2017 , respectively, from these facilities. The sale of these facilities does not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results, and therefore the results of operations attributable to these facilities have remained in continuing operations. 2017 Dispositions During the nine months ended September 30, 2017 , the Company completed the sale of four skilled nursing/transitional care facilities for aggregate consideration, net of closing costs, of $11.7 million . The net carrying value of the assets and liabilities of these facilities was $7.1 million , which resulted in an aggregate $4.6 million net gain on sale. Excluding the net gain on sale, the Company recognized $0.3 million of net income during the nine months ended September 30, 2017 from these facilities. The sale of these facilities does not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results, and therefore the results of operations attributable to these facilities have remained in continuing operations. |
LOANS RECEIVABLE AND OTHER INVE
LOANS RECEIVABLE AND OTHER INVESTMENTS | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
LOANS RECEIVABLE AND OTHER INVESTMENTS | LOANS RECEIVABLE AND OTHER INVESTMENTS As of September 30, 2018 and December 31, 2017 , the Company’s loans receivable and other investments consisted of the following (dollars in thousands): September 30, 2018 Investment Quantity as of September 30, 2018 Property Type Principal Balance as of September 30, 2018 (1) Book Value as of September 30, 2018 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 September 30, 2018 Loans Receivable: Mortgage 1 Specialty Hospital $ 16,525 $ 16,525 $ 12,351 10.0 % 10.0 % 01/31/27 Construction 2 Senior Housing 4,266 4,329 2,733 8.0 % 7.7 % 04/30/21- 09/30/22 Mezzanine 1 Skilled Nursing 25,000 2,291 10,239 10.0 % 41.9 % 05/25/20 Pre-development 1 Senior Housing 2,357 2,357 2,357 9.0 % 9.0 % 04/01/20 Other 17 Multiple 41,619 39,002 38,324 7.7 % 8.6 % 01/31/18- 08/31/28 22 89,767 64,504 66,004 8.8 % 10.1 % Loan loss reserve — (1,249 ) (97 ) $ 89,767 $ 63,255 $ 65,907 Other Investments: Preferred Equity 11 Skilled Nursing / Senior Housing 46,616 47,096 48,483 12.1 % 12.1 % N/A Total 33 $ 136,383 $ 110,351 $ 114,390 9.9 % 10.9 % (1) Principal balance includes amounts funded and accrued but unpaid interest / preferred return and excludes capitalizable fees. In connection with the CCP Merger, the Company acquired 18 loans receivable investments with a principal balance of $83.3 million and fair value of $58.2 million as of August 17, 2017. Of the loans acquired in connection with the CCP Merger, eight loans receivable investments with a principal balance of $36.3 million were considered to have deteriorated credit quality, and based on the collateral or expected cash flows, the fair value was determined to be $11.3 million and the accretable yield was $3.5 million as of August 17, 2017. During the nine months ended September 30, 2018 , one loan with deteriorated credit quality was repaid in full. As of September 30, 2018 and December 31, 2017 , the book value of these loans was $4.5 million and $10.0 million , respectively. The following table presents changes in the accretable yield for the three and nine months ended September 30, 2018 (in thousands): Three Months Ended Nine Months Ended September 30, 2018 Accretable yield, beginning of period $ 1,081 $ 2,483 Accretion recognized in earnings (348 ) (2,477 ) Net reclassification from nonaccretable difference — 727 Accretable yield, end of period $ 733 $ 733 During each of the three and nine months ended September 30, 2018 , the Company recorded a $0.6 million provision for specific loan losses, and during the three and nine months ended September 30, 2018 , the Company increased its portfolio-based loan loss reserve by $0.3 million and $0.6 million , respectively. As of September 30, 2018 , the Company had a $0.6 million specific loan loss reserve, and the portfolio-based loan loss reserve was $0.7 million . As of September 30, 2018 , the Company considered one loan receivable investment to be impaired, which had a principal balance of $1.3 million and $1.4 million as of September 30, 2018 and December 31, 2017 , respectively. As of September 30, 2018 , two loans receivable investments with an aggregate book value of $1.3 million were on nonaccrual status. Additionally, as of September 30, 2018 , the Company recognized interest income related to three loans receivable, with an aggregate book value of $7.0 million , that were more than 90 days past due. As of September 30, 2018 , the Company did not consider any preferred equity investments to be impaired, and no preferred equity investments were on nonaccrual status. As of December 31, 2017 , the Company had no specific loan loss reserve, and the portfolio-based loan loss reserve was $0.1 million . As of December 31, 2017 , the Company did not consider any loans receivable investments to be impaired, and one loan receivable with a book value of $0 was on nonaccrual status. During the three and nine months ended September 30, 2017 , the Company recorded a provision for specific loan losses of $3.0 million and $4.8 million , respectively, related to four loans receivable investments, two of which were written-off during the nine months ended September 30, 2017 , and reduced its portfolio-based loan loss reserve by $32,000 and $0.3 million , respectively. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Secured Indebtedness The Company’s secured debt consists of the following (dollars in thousands): Interest Rate Type Principal Balance as of (1) Principal Balance as of (1) Weighted Average (2) Maturity Date Fixed Rate $ 157,012 $ 160,702 3.87 % December 2021 - Variable Rate 98,500 98,500 4.06 % July 2019 $ 255,512 $ 259,202 3.95 % (1) Principal balance does not include deferred financing costs, net of $ 2.7 million and $2.8 million as of September 30, 2018 and December 31, 2017 , respectively. (2) Weighted average effective interest rate includes private mortgage insurance. On August 17, 2017, in connection with the CCP Merger (see Note 3, “CCP Merger and Recent Real Estate Acquisitions”), the Company assumed a $98.5 million variable rate secured term loan that bears interest at LIBOR plus 1.80% and matures in July 2019. Senior Unsecured Notes The Company’s senior unsecured notes consist of the following (dollars in thousands): Principal Balance as of Title Maturity Date September 30, 2018 (1) December 31, 2017 (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 5.125% senior unsecured notes due 2026 (“2026 Notes”) August 15, 2026 500,000 500,000 5.38% senior unsecured notes due 2027 (“2027 Notes”) May 17, 2027 100,000 100,000 $ 1,300,000 $ 1,300,000 (1) Principal balance does not include premium, net of $14.9 million and deferred financing costs, net of $7.7 million as of September 30, 2018 and does not include premium, net of $15.9 million and deferred financing costs, net of $9.6 million as of December 31, 2017 . The 2021 Notes and the 2023 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 2026 Notes and the 2027 Notes were assumed as a result of the CCP Merger (see Note 3, “CCP Merger and Recent Real Estate Acquisitions”) and accrue interest at a rate of 5.125% and 5.38% , respectively, per annum. Interest is payable semiannually on February 15 and August 15 of each year for the 2026 Notes and on May 17 and November 17 of each year for the 2027 Notes. The obligations under the 2021 Notes, 2023 Notes and 2027 Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by Sabra and certain subsidiaries of Sabra; provided, however, that such guarantees are subject to release under certain customary circumstances. The obligations under the 2026 Notes are fully and unconditionally guaranteed, on an unsecured basis, by Sabra; provided, however, that such guarantee is subject to release under certain customary circumstances. 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 and agreements (the “Senior Notes Indentures”) governing the 2021 Notes, 2023 Notes, 2026 Notes and 2027 Notes (collectively, the “Senior Notes”) include customary events of default and require the Company to comply with specified restrictive covenants. As of September 30, 2018 , the Company was in compliance with all applicable financial covenants under the Senior Notes Indentures. Credit Facility Effective on August 17, 2017, the Operating Partnership and Sabra Canadian Holdings, LLC (together, the “Borrowers”), Sabra and the other parties thereto entered into a fourth amended and restated unsecured credit facility (the “Credit Facility”). The Credit Facility amends and restates the prior credit facility entered into by the Borrowers in January 2016 (the “Prior Credit Facility”). The Company recognized a $0.6 million loss on extinguishment of debt during the three and nine months ended September 30, 2017 related to write-offs of deferred financing costs in connection with amending and restating the Prior Credit Facility. The Credit Facility includes a $1.0 billion revolving credit facility (the “Revolving Credit Facility”), $1.1 billion in U.S. dollar term loans and a CAD $125.0 million Canadian dollar term loan (collectively, the “Term Loans”). Further, up to $175.0 million of the Revolving Credit Facility may be used for borrowings in certain foreign currencies. The Credit Facility also contains an accordion feature that can increase the total available borrowings to $2.5 billion , subject to terms and conditions. The Revolving Credit Facility has a maturity date of August 17, 2021, and includes two six -month extension options. $200.0 million of the U.S. dollar Term Loans has a maturity date of August 17, 2020, and the other Term Loans have a maturity date of August 17, 2022. As of September 30, 2018 , there was $619.0 million outstanding under the Revolving Credit Facility and $381.0 million available for borrowing. Borrowings under the Revolving Credit Facility bear interest on the outstanding principal amount at a rate equal to an applicable interest margin plus, at the Operating Partnership’s option, either (a) LIBOR or (b) a base rate determined as the greater of (i) the federal funds rate plus 0.5% , (ii) the prime rate, and (iii) one-month LIBOR plus 1.0% (the “Base Rate”). On August 17, 2017, Sabra’s ratings met the Investment Grade Ratings Criteria (as defined in the credit agreement), and Sabra elected to use the ratings-based applicable interest margin for borrowings which will vary based on the Debt Ratings, as defined in the credit agreement, and will range from 0.875% to 1.65% per annum for LIBOR based borrowings and 0.00% to 0.65% per annum for borrowings at the Base Rate. As of September 30, 2018 , the interest rate on the Revolving Credit Facility was 3.51% . In addition, the Operating Partnership pays a facility fee ranging between 0.125% and 0.300% per annum based on the aggregate amount of commitments under the Revolving Credit Facility regardless of amounts outstanding thereunder. The U.S. dollar Term Loans bear interest on the outstanding principal amount at a rate equal to an applicable interest margin plus, at the Operating Partnership’s option, either (a) LIBOR or (b) the Base Rate. The ratings-based applicable interest margin for borrowings will vary based on the Debt Ratings, as defined in the credit agreement, and will range from 0.90% to 1.90% per annum for LIBOR based borrowings and 0.00% to 0.90% 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 Offered Rate (“CDOR”) plus an interest margin that will range from 0.90% to 1.90% depending on the Debt Ratings. On June 10, 2015, the Company entered into an interest rate swap agreement to fix the CDOR portion of the interest rate for CAD $90.0 million of its Canadian dollar Term Loan at 1.59% . In addition, CAD $90.0 million of the Canadian dollar Term Loan was designated as a net investment hedge. On August 10, 2016, the Company entered into two interest rate swap agreements to fix the LIBOR portion of the interest rate for $245.0 million of its U.S. dollar Term Loans 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% . See Note 8, “Derivative and Hedging Instruments” for further information. As a result of the CCP Merger (see Note 3, “CCP Merger and Recent Real Estate Acquisitions”), the Company assumed eight interest rate swap agreements that fix the LIBOR portion of the interest rate for $600 million of the Company’s U.S. dollar Term Loans at a weighted average rate of 1.31% . See Note 8, “Derivative and Hedging Instruments” for further information. 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 September 30, 2018 , the Company was in compliance with all applicable financial covenants under the Credit Facility. Interest Expense During the three and nine months ended September 30, 2018 , the Company incurred interest expense of $37.3 million and $109.9 million , respectively, and $24.6 million and $56.2 million during the three and nine months ended September 30, 2017 , respectively. Interest expense includes non-cash interest expense of $2.6 million and $7.5 million for the three and nine months ended September 30, 2018 , respectively, and $2.0 million and $5.3 million for the three and nine months ended September 30, 2017 , respectively. As of September 30, 2018 and December 31, 2017 , the Company had $15.6 million and $24.7 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 September 30, 2018 (in thousands): Secured Indebtedness Revolving Credit Facility (1) Term Loans Senior Notes Total October 1 through December 31, 2018 $ 1,085 $ — $ — $ — $ 1,085 2019 102,930 — — — 102,930 2020 4,578 — 200,000 — 204,578 2021 20,039 619,000 — 500,000 1,139,039 2022 4,285 — 996,888 — 1,001,173 Thereafter 122,595 — — 800,000 922,595 Total Debt 255,512 619,000 1,196,888 1,300,000 3,371,400 Premium, net — — — 14,860 14,860 Deferred financing costs, net (2,685 ) — (7,241 ) (7,740 ) (17,666 ) Total Debt, Net $ 252,827 $ 619,000 $ 1,189,647 $ 1,307,120 $ 3,368,594 (1) Revolving Credit Facility is subject to two six -month extension options. |
DERIVATIVE AND HEDGING INSTRUME
DERIVATIVE AND HEDGING INSTRUMENTS | 9 Months Ended |
Sep. 30, 2018 | |
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. As of September 30, 2018 , approximately $8.8 million of gains, which are included in accumulated other comprehensive income, are expected to be reclassified into earnings in the next 12 months. Net Investment Hedges The Company is exposed to fluctuations in foreign exchange rates on investments it holds in Canada. The Company uses cross currency interest rate swaps to hedge its exposure to changes in foreign exchange rates on these foreign investments. The following presents the notional amount of derivative instruments as of the dates indicated (in thousands): September 30, 2018 December 31, 2017 Derivatives designated as cash flow hedges: Denominated in U.S. Dollars $ 845,000 $ 845,000 Denominated in Canadian Dollars $ 125,000 $ 125,000 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 55,425 $ 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 $ 875 $ — 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 September 30, 2018 and December 31, 2017 (dollars in thousands): Count as of September 30, 2018 Fair Value Maturity Dates Type Designation September 30, 2018 December 31, 2017 Balance Sheet Location Assets: Interest rate swaps Cash flow 12 $ 36,688 $ 25,221 2020 - 2023 Accounts receivable, prepaid expenses and other assets, net Cross currency interest rate swaps Net investment 2 1,423 674 2025 Accounts receivable, prepaid expenses and other assets, net $ 38,111 $ 25,895 Liabilities: CAD term loan Net investment 1 96,888 99,588 2022 Term loans, net $ 96,888 $ 99,588 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 nine months ended September 30, 2018 and 2017 (in thousands): Gain (Loss) Recognized in Other Comprehensive Income Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Income Statement Location Cash Flow Hedges: Interest rate products $ 2,954 $ 4,372 $ 16,091 $ 4,462 Interest expense Net Investment Hedges: Foreign currency products (688 ) (1,080 ) 817 (2,239 ) N/A CAD term loan (1,725 ) (3,938 ) 2,700 (7,225 ) N/A $ 541 $ (646 ) $ 19,608 $ (5,002 ) Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Income Statement Location Cash Flow Hedges: Interest rate products $ 1,001 $ (535 ) $ 1,584 $ (1,404 ) Interest expense Net Investment Hedges: Foreign currency products — — — — N/A CAD term loan — — — — N/A $ 1,001 $ (535 ) $ 1,584 $ (1,404 ) The gain (loss) in the table above related to interest rate products was reclassified from accumulated other comprehensive income into interest expense. Interest expense totaled $37.3 million and $109.9 million for the three and nine months ended September 30, 2018 , respectively, and $24.6 million and $56.2 million for the three and nine months ended September 30, 2017 , respectively. During the three and nine months ended September 30, 2018 , no cash flow hedges were determined to be ineffective. During the three and nine months ended September 30, 2017 , the Company determined that a portion of a cash flow hedge was ineffective and recognized $30,000 and $0.1 million , respectively, of unrealized losses related to its interest rate swaps to other income in the condensed consolidated statements of income. Derivatives Not Designated as Hedging Instruments As of September 30, 2018 , 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 $22,000 and included this amount in accounts receivable, prepaid expenses and other assets, net on the condensed consolidated balance sheets. During each of the three and nine months ended September 30, 2018 , the Company recorded $11,000 of other expense related to this derivative not designated as a hedging instrument. During the three and nine months ended September 30, 2017 , the Company recorded $0 and $8,000 , respectively, of other expense related to a cross currency interest rate swap not designated as a hedging instrument. 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 September 30, 2018 and December 31, 2017 (in thousands): As of September 30, 2018 Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 38,111 $ — $ 38,111 $ — $ — $ 38,111 Offsetting Liabilities: Derivatives $ — $ — $ — $ — $ — $ — As of December 31, 2017 Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 25,895 $ — $ 25,895 $ — $ — $ 25,895 Offsetting Liabilities: Derivatives $ — $ — $ — $ — $ — $ — Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision pursuant to which the Company could be declared in default on the derivative obligation if the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender. As of September 30, 2018 , the Company had no derivatives with a fair value in a net liability position. |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 9 Months Ended |
Sep. 30, 2018 | |
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 on the accompanying condensed consolidated balance sheets at their amortized cost and not at fair value. The fair values of the loans receivable were estimated using an internal valuation model that considered the expected cash flows for the loans receivable, as well as the underlying collateral value and other credit enhancements as applicable. As such, the Company classifies these instruments as Level 3. Preferred equity investments : These instruments are presented on the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair values of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows for the preferred equity 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 swaps and cross currency swaps, using the assistance of a third party using inputs that are observable in the market, which include forward yield curves and other relevant information. Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative financial instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company has determined that its derivative financial instruments valuations in their entirety are classified in Level 2 of the fair value hierarchy. Senior Notes : These instruments are presented on the accompanying 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. Secured indebtedness : These instruments are presented on 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 secured debt were estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. 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 September 30, 2018 and December 31, 2017 whose carrying amounts do not approximate their fair value (in thousands): September 30, 2018 December 31, 2017 Face (1) Carrying Amount (2) Fair Value Face (1) Carrying (2) Fair Value Financial assets: Loans receivable $ 89,767 $ 63,255 $ 66,440 $ 91,280 $ 65,907 $ 65,892 Preferred equity investments 46,616 47,096 46,575 48,035 48,483 47,064 Financial liabilities: Senior Notes 1,300,000 1,307,120 1,300,363 1,300,000 1,306,286 1,329,191 Secured indebtedness 255,512 252,827 234,999 259,202 256,430 246,461 (1) Face value represents amounts contractually due under the terms of the respective agreements. (2) Carrying amount represents the book value of financial instruments, including unamortized premiums/discounts and deferred financing costs. The Company determined the fair value of financial instruments as of September 30, 2018 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 (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Financial assets: Loans receivable $ 66,440 $ — $ — $ 66,440 Preferred equity investments 46,575 — — 46,575 Financial liabilities: Senior Notes 1,300,363 — 1,300,363 — Secured indebtedness 234,999 — — 234,999 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 nine months ended September 30, 2018 , the Company recorded the following amounts measured at fair value (in thousands): Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Recurring Basis: Financial assets: Interest rate swap $ 36,688 $ — $ 36,688 $ — Cross currency swap 1,423 — 1,423 — |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
EQUITY | EQUITY Preferred Stock On March 21, 2013, the Company completed an underwritten public offering of 5,750,000 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 Company redeemed all 5,750,000 shares of its Series A Preferred Stock on June 1, 2018 (the “Redemption Date”) for $25.00 per share, plus accrued and unpaid dividends to, but not including, the Redemption Date, without interest, in the amount of $0.4453125 per share of Series A Preferred Stock, for a total redemption price per share of Series A Preferred Stock equal to $25.4453125 . As a result of the redemption, the Company incurred a charge of $5.5 million related to the original issuance costs of the Series A Preferred Stock. The charge is presented as an additional preferred stock dividend in the Company’s condensed consolidated statements of income for the nine months ended September 30, 2018 . Common Stock As a result of the CCP Merger completed on August 17, 2017, the Company issued approximately 94.0 million shares of its common stock in exchange for shares of CCP common stock and shares underlying share-based awards assumed by the Company outstanding as of the effective time of the CCP Merger. On September 28, 2017, the Company completed an underwritten public offering of 16.0 million newly issued shares of its common stock pursuant to an effective registration statement. The underwriters exercised their option to purchase additional shares, and on October 2, 2017, the Company issued an additional 2.4 million newly issued shares of its common stock pursuant to an effective registration statement. The Company received net proceeds, before expenses, of $370.9 million from the offering, after giving effect to the issuance and sale of all 18.4 million shares of common stock, at a price of $21.00 per share. These proceeds were used to repay borrowings outstanding under the Revolving Credit Facility. The following table lists the cash dividends on common stock declared and paid by the Company during the nine months ended September 30, 2018 : Declaration Date Record Date Amount Per Share Dividend Payable Date February 5, 2018 February 15, 2018 $ 0.45 February 28, 2018 May 9, 2018 May 21, 2018 $ 0.45 May 31, 2018 August 8, 2018 August 18, 2018 $ 0.45 August 31, 2018 During the nine months ended September 30, 2018 , the Company issued 29,132 shares of common stock as a result of restricted stock unit vestings. Upon any payment of shares as a result of restricted stock unit vestings, the related tax withholding obligation will generally be satisfied by the Company, reducing the number of shares to be delivered by a number of shares necessary to satisfy the related applicable tax withholding obligation. During the nine months ended September 30, 2018 and 2017 , the Company incurred $0.2 million and $2.8 million , respectively, 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 Income The following is a summary of the Company’s accumulated other comprehensive income (in thousands): September 30, 2018 December 31, 2017 Foreign currency translation loss $ (3,091 ) $ (2,913 ) Unrealized gains on cash flow hedges 29,448 14,202 Total accumulated other comprehensive income $ 26,357 $ 11,289 |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2018 | |
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 nine months ended September 30, 2018 and 2017 (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerator Net income attributable to common stockholders $ 35,218 $ 12,534 $ 288,708 $ 46,756 Denominator Basic weighted average common shares and common equivalents 178,317,769 112,149,638 178,309,127 81,150,846 Dilutive restricted stock units 623,444 268,462 420,726 278,198 Diluted weighted average common shares 178,941,213 112,418,100 178,729,853 81,429,044 Net income attributable to common stockholders, per: Basic common share $ 0.20 $ 0.11 $ 1.62 $ 0.58 Diluted common share $ 0.20 $ 0.11 $ 1.62 $ 0.57 During the three months ended September 30, 2018 , no restricted stock units were considered anti-dilutive, and during the nine months ended September 30, 2018, approximately 20,500 restricted stock units were not included in computing diluted earnings per share because they were considered anti-dilutive. During the three and nine months ended September 30, 2017 , approximately 6,800 and 23,100 restricted stock units, respectively, were not included in computing diluted earnings per share because they were considered anti-dilutive. No stock options were considered anti-dilutive during the three and nine months ended September 30, 2018 and 2017 . |
SUMMARIZED CONDENSED CONSOLIDAT
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION | 9 Months Ended |
Sep. 30, 2018 | |
Summarized Condensed Consolidating Information [Abstract] | |
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION | SUMMARIZED CONDENSED CONSOLIDATING INFORMATION In connection with the offerings of the 2021 Notes and the 2023 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 2021 Notes and the 2023 Notes, subject to release under certain customary circumstances as described below. In connection with the assumption of the 2026 Notes as a result of the CCP Merger (see Note 3, “CCP Merger and Recent Real Estate Acquisitions”), the Company has fully and unconditionally guaranteed the 2026 Notes, subject to release under certain 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 2021 Notes and the 2023 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 2021 Notes or the 2023 Notes or another Guarantor, provided that the surviving entity remains a Guarantor; • A subsidiary Guarantor is declared “unrestricted” for covenant purposes under the indentures governing the 2021 Notes or the 2023 Notes; • The requirements for legal defeasance or covenant defeasance or to discharge the indentures governing the 2021 Notes or the 2023 Notes have been satisfied; • A liquidation or dissolution, to the extent permitted under the indentures governing the 2021 Notes or the 2023 Notes, of a subsidiary Guarantor; or • The release or discharge of the guaranty that resulted in the creation of the subsidiary guaranty, except a discharge or release by or as a result of payment under such guaranty. The Company will be automatically and unconditionally released from its obligations under the guarantees with respect to the 2026 Notes in the event of: • A liquidation or dissolution, to the extent permitted under the indenture governing the 2026 Notes; • A merger or consolidation, provided that the surviving entity remains a Guarantor; or • The requirements for legal defeasance or covenant defeasance or to discharge the indenture governing the 2026 Notes have been satisfied. Pursuant to Rule 3-10 of Regulation S-X, the following summarized condensed consolidating information is provided for the Company (the “Parent Company”), the Operating Partnership, Sabra Capital Corporation, the Guarantors, and the Company’s non-Guarantor subsidiaries with respect to the 2021 Notes and the 2023 Notes. This summarized financial information has been prepared from the books and records maintained by the Company, the Operating Partnership, Sabra Capital Corporation, 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 Operating Partnership, Sabra Capital Corporation, 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 Operating Partnership only, Sabra Capital Corporation only, the combined Guarantor subsidiaries and the combined non-Guarantor subsidiaries, are as follows: CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2018 (in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 329 $ — $ — $ 1,683,780 $ 4,291,481 $ — $ 5,975,590 Loans receivable and other investments, net (688 ) — — 52,165 58,874 — 110,351 Investment in unconsolidated joint venture — — — — 344,341 — 344,341 Cash and cash equivalents 29,603 — — 1,443 5,302 — 36,348 Restricted cash — — — 92,027 11,141 — 103,168 Lease intangible assets, net — — — 15,965 126,954 — 142,919 Accounts receivable, prepaid expenses and other assets, net 607 46,239 — 81,070 79,397 (9,691 ) 197,622 Intercompany 2,089,878 2,645,837 — — — (4,735,715 ) — Investment in subsidiaries 1,266,833 1,611,594 — 15,038 — (2,893,465 ) — Total assets $ 3,386,562 $ 4,303,670 $ — $ 1,941,488 $ 4,917,490 $ (7,638,871 ) $ 6,910,339 Liabilities Secured debt, net $ — $ — $ — $ — $ 252,827 $ — $ 252,827 Revolving credit facility — 619,000 — — — — 619,000 Term loans, net — 1,093,772 — 95,875 — — 1,189,647 Senior unsecured notes, net — 1,307,120 — — — — 1,307,120 Accounts payable and accrued liabilities 23,661 16,945 — 3,758 52,212 (9,691 ) 86,885 Lease intangible liabilities, net — — — — 87,602 — 87,602 Intercompany — — — 542,824 4,192,891 (4,735,715 ) — Total liabilities 23,661 3,036,837 — 642,457 4,585,532 (4,745,406 ) 3,543,081 Total Sabra Health Care REIT, Inc. stockholders’ equity 3,362,901 1,266,833 — 1,299,031 327,601 (2,893,465 ) 3,362,901 Noncontrolling interests — — — — 4,357 — 4,357 Total equity 3,362,901 1,266,833 — 1,299,031 331,958 (2,893,465 ) 3,367,258 Total liabilities and equity $ 3,386,562 $ 4,303,670 $ — $ 1,941,488 $ 4,917,490 $ (7,638,871 ) $ 6,910,339 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2017 (in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 324 $ — $ — $ 1,756,933 $ 4,237,175 $ — $ 5,994,432 Loans receivable and other investments, net (97 ) — — 55,297 59,190 — 114,390 Cash and cash equivalents 511,670 — — 449 6,513 — 518,632 Restricted cash — — — 36,910 31,907 — 68,817 Lease intangible assets, net — — — 17,577 149,542 — 167,119 Accounts receivable, prepaid expenses and other assets, net 3,499 36,073 — 80,739 53,765 (5,189 ) 168,887 Intercompany 2,043,402 2,721,979 — — — (4,765,381 ) — Investment in subsidiaries 890,462 1,198,305 — 14,661 — (2,103,428 ) — Total assets $ 3,449,260 $ 3,956,357 $ — $ 1,962,566 $ 4,538,092 $ (6,873,998 ) $ 7,032,277 Liabilities Secured debt, net $ — $ — $ — $ — $ 256,430 $ — $ 256,430 Revolving credit facility — 641,000 — — — — 641,000 Term loans, net — 1,092,397 — 98,377 — — 1,190,774 Senior unsecured notes, net — 1,306,286 — — — — 1,306,286 Accounts payable and accrued liabilities 16,453 26,212 — 3,560 61,487 (5,189 ) 102,523 Lease intangible liabilities, net — — — — 98,015 — 98,015 Intercompany — — — 785,120 3,980,261 (4,765,381 ) — Total liabilities 16,453 3,065,895 — 887,057 4,396,193 (4,770,570 ) 3,595,028 Total Sabra Health Care REIT, Inc. stockholders’ equity 3,432,807 890,462 — 1,075,509 137,457 (2,103,428 ) 3,432,807 Noncontrolling interests — — — — 4,442 — 4,442 Total equity 3,432,807 890,462 — 1,075,509 141,899 (2,103,428 ) 3,437,249 Total liabilities and equity $ 3,449,260 $ 3,956,357 $ — $ 1,962,566 $ 4,538,092 $ (6,873,998 ) $ 7,032,277 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended September 30, 2018 (dollars in thousands, except per share amounts) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Revenues: Rental income $ — $ — $ — $ 40,570 $ 94,200 $ (4,303 ) $ 130,467 Interest and other income 33 95 — 1,665 2,234 (95 ) 3,932 Resident fees and services — — — — 17,403 — 17,403 Total revenues 33 95 — 42,235 113,837 (4,398 ) 151,802 Expenses: Depreciation and amortization 221 — — 14,615 33,632 — 48,468 Interest — 33,892 — 846 2,662 (95 ) 37,305 Operating expenses — — — — 16,914 (4,303 ) 12,611 General and administrative 6,933 24 — 614 451 — 8,022 Merger and acquisition costs 151 — — — — — 151 (Recovery of) provision for doubtful accounts and loan losses (1,699 ) — — 4,315 6,294 — 8,910 Total expenses 5,606 33,916 — 20,390 59,953 (4,398 ) 115,467 Other (expense) income: Other (expense) income — (11 ) — (70 ) 1,417 — 1,336 Net (loss) gain on sales of real estate — — — (1,158 ) 1,172 — 14 Total other (expense) income — (11 ) — (1,228 ) 2,589 — 1,350 Income in subsidiary 41,283 75,115 — 1,924 — (118,322 ) — Income before loss from unconsolidated joint venture and income tax expense 35,710 41,283 — 22,541 56,473 (118,322 ) 37,685 Loss from unconsolidated joint venture — — — — (1,725 ) — (1,725 ) Income tax expense (492 ) — — (200 ) (40 ) — (732 ) Net income 35,218 41,283 — 22,341 54,708 (118,322 ) 35,228 Net income attributable to noncontrolling interests — — — — (10 ) — (10 ) Net income attributable to common stockholders $ 35,218 $ 41,283 $ — $ 22,341 $ 54,698 $ (118,322 ) $ 35,218 Net income attributable to common stockholders, per: Basic common share $ 0.20 Diluted common share $ 0.20 Weighted-average number of common shares outstanding, basic 178,317,769 Weighted-average number of common shares outstanding, diluted 178,941,213 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended September 30, 2017 (dollars in thousands, except per share amounts) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Revenues: Rental income $ — $ — $ — $ 54,640 $ 48,692 $ (3,187 ) $ 100,145 Interest and other income 8 47 — 1,991 2,091 (47 ) 4,090 Resident fees and services — — — — 7,554 — 7,554 Total revenues 8 47 — 56,631 58,337 (3,234 ) 111,789 Expenses: Depreciation and amortization 217 — — 15,500 10,216 — 25,933 Interest — 21,765 — 792 2,011 — 24,568 Operating expenses — — — — 8,289 (3,187 ) 5,102 General and administrative 10,058 16 — 1,671 1,199 — 12,944 Merger and acquisition costs 23,287 — — 12 — — 23,299 Provision for doubtful accounts and loan losses 533 — — 4,616 — — 5,149 Total expenses 34,095 21,781 — 22,591 21,715 (3,187 ) 96,995 Other income (expense): Loss on extinguishment of debt — (422 ) — (131 ) — — (553 ) Other income (expense) 349 688 — (986 ) — — 51 Net gain (loss) on sales of real estate — — — 614 (32 ) — 582 Total other income (expense) 349 266 — (503 ) (32 ) — 80 Income in subsidiary 49,145 70,613 — 1,808 — (121,566 ) — Income before income tax (expense) benefit 15,407 49,145 — 35,345 36,590 (121,613 ) 14,874 Income tax (expense) benefit (265 ) — — 482 (22 ) — 195 Net income 15,142 49,145 — 35,827 36,568 (121,613 ) 15,069 Net loss attributable to noncontrolling interests — — — — 26 — 26 Net income attributable to Sabra Health Care REIT, Inc. 15,142 49,145 — 35,827 36,594 (121,613 ) 15,095 Preferred stock dividends (2,561 ) — — — — — (2,561 ) Net income attributable to common stockholders $ 12,581 $ 49,145 $ — $ 35,827 $ 36,594 $ (121,613 ) $ 12,534 Net income attributable to common stockholders, per: Basic common share $ 0.11 Diluted common share $ 0.11 Weighted-average number of common shares outstanding, basic 112,149,638 Weighted-average number of common shares outstanding, diluted 112,418,100 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2018 (dollars in thousands, except per share amounts) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Revenues: Rental income $ — $ — $ — $ 130,594 $ 301,213 $ (12,856 ) $ 418,951 Interest and other income 83 303 — 4,130 8,610 (303 ) 12,823 Resident fees and services — — — — 52,426 — 52,426 Total revenues 83 303 — 134,724 362,249 (13,159 ) 484,200 Expenses: Depreciation and amortization 665 — — 43,691 98,945 — 143,301 Interest — 99,873 — 2,446 7,864 (303 ) 109,880 Operating expenses — — — — 49,890 (12,856 ) 37,034 General and administrative 20,764 52 — 1,424 2,920 — 25,160 Merger and acquisition costs 599 — — — (6 ) — 593 Provision for doubtful accounts and loan losses 793 — — 2,359 6,297 — 9,449 Impairment of real estate — — — 1,413 — — 1,413 Total expenses 22,821 99,925 — 51,333 165,910 (13,159 ) 326,830 Other income: Other income 1,977 222 — 308 1,649 — 4,156 Net gain on sales of real estate — — — 140,704 1,741 — 142,445 Total other income 1,977 222 — 141,012 3,390 — 146,601 Income in subsidiary 320,082 419,483 — 5,649 — (745,214 ) — Income before loss from unconsolidated joint venture and income tax expense 299,321 320,083 — 230,052 199,729 (745,214 ) 303,971 Loss from unconsolidated joint venture — — — — (3,626 ) — (3,626 ) Income tax expense (845 ) (1 ) — (742 ) (259 ) — (1,847 ) Net income 298,476 320,082 — 229,310 195,844 (745,214 ) 298,498 Net income attributable to noncontrolling interests — — — — (22 ) — (22 ) Net income attributable to Sabra Health Care REIT, Inc. 298,476 320,082 — 229,310 195,822 (745,214 ) 298,476 Preferred stock dividends (9,768 ) — — — — — (9,768 ) Net income attributable to common stockholders $ 288,708 $ 320,082 $ — $ 229,310 $ 195,822 $ (745,214 ) $ 288,708 Net income attributable to common stockholders, per: Basic common share $ 1.62 Diluted common share $ 1.62 Weighted-average number of common shares outstanding, basic 178,309,127 Weighted-average number of common shares outstanding, diluted 178,729,853 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2017 (dollars in thousands, except per share amounts) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Revenues: Rental income $ — $ — $ — $ 160,121 $ 58,316 $ (5,164 ) $ 213,273 Interest and other income 21 47 — 6,014 2,045 (65 ) 8,062 Resident fees and services — — — — 17,840 — 17,840 Total revenues 21 47 — 166,135 78,201 (5,229 ) 239,175 Expenses: Depreciation and amortization 649 — — 47,882 13,759 — 62,290 Interest — 48,689 — 2,237 5,292 — 56,218 Operating expenses — — — — 17,111 (5,182 ) 11,929 General and administrative 19,380 47 — 3,429 1,303 — 24,159 Merger and acquisition costs 29,703 — — 47 — — 29,750 Provision for doubtful accounts and loan losses 615 — — 6,839 — — 7,454 Total expenses 50,347 48,736 — 60,434 37,465 (5,182 ) 191,800 Other income: Loss on extinguishment of debt — (422 ) — (131 ) — — (553 ) Other income (expense) 2,634 707 — (220 ) — — 3,121 Net gain (loss) on sales of real estate — — — 4,640 (26 ) — 4,614 Total other income 2,634 285 — 4,289 (26 ) — 7,182 Income in subsidiary 102,474 150,879 — 5,372 — (258,725 ) — Income before income tax (expense) benefit 54,782 102,475 — 115,362 40,710 (258,772 ) 54,557 Income tax (expense) benefit (297 ) (1 ) — 255 (118 ) — (161 ) Net income 54,485 102,474 — 115,617 40,592 (258,772 ) 54,396 Net loss attributable to noncontrolling interests — — — — 42 — 42 Net income attributable to Sabra Health Care REIT, Inc. 54,485 102,474 — 115,617 40,634 (258,772 ) 54,438 Preferred stock dividends (7,682 ) — — — — — (7,682 ) Net income attributable to common stockholders $ 46,803 $ 102,474 $ — $ 115,617 $ 40,634 $ (258,772 ) $ 46,756 Net income attributable to common stockholders, per: Basic common share $ 0.58 Diluted common share $ 0.57 Weighted-average number of common shares outstanding, basic 81,150,846 Weighted-average number of common shares outstanding, diluted 81,429,044 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Three Months Ended September 30, 2018 (dollars in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net income $ 35,218 $ 41,283 $ — $ 22,341 $ 54,708 $ (118,322 ) $ 35,228 Other comprehensive income (loss): Unrealized gain (loss), net of tax: Foreign currency translation (loss) gain — (857 ) — 610 182 — (65 ) Unrealized gain on cash flow hedges — 2,000 — 10 — — 2,010 Total other comprehensive income — 1,143 — 620 182 — 1,945 Comprehensive income 35,218 42,426 — 22,961 54,890 (118,322 ) 37,173 Comprehensive income attributable to noncontrolling interest — — — — (10 ) — (10 ) Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 35,218 $ 42,426 $ — $ 22,961 $ 54,880 $ (118,322 ) $ 37,163 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Three Months Ended September 30, 2017 (dollars in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net income $ 15,142 $ 49,145 $ — $ 35,827 $ 36,568 $ (121,613 ) $ 15,069 Other comprehensive income (loss): Unrealized gain (loss), net of tax: Foreign currency translation (loss) gain — (1,352 ) — 1,335 429 — 412 Unrealized gain (loss) on cash flow hedges — 4,964 — (307 ) — — 4,657 Total other comprehensive income — 3,612 — 1,028 429 — 5,069 Comprehensive income 15,142 52,757 — 36,855 36,997 (121,613 ) 20,138 Comprehensive income attributable to noncontrolling interest — — — — 26 — 26 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 15,142 $ 52,757 $ — $ 36,855 $ 37,023 $ (121,613 ) $ 20,164 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2018 (dollars in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net income $ 298,476 $ 320,082 $ — $ 229,310 $ 195,844 $ (745,214 ) $ 298,498 Other comprehensive income (loss): Unrealized gain (loss), net of tax: Foreign currency translation gain (loss) — 1,048 — (926 ) (300 ) — (178 ) Unrealized gain on cash flow hedges — 15,238 — 8 — — 15,246 Total other comprehensive income (loss) — 16,286 — (918 ) (300 ) — 15,068 Comprehensive income 298,476 336,368 — 228,392 195,544 (745,214 ) 313,566 Comprehensive income attributable to noncontrolling interest — — — — (22 ) — (22 ) Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 298,476 $ 336,368 $ — $ 228,392 $ 195,522 $ (745,214 ) $ 313,544 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2017 (dollars in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net income $ 54,485 $ 102,474 $ — $ 115,617 $ 40,592 $ (258,772 ) $ 54,396 Other comprehensive income (loss): Unrealized gain (loss), net of tax: Foreign currency translation (loss) gain — (2,718 ) — 2,466 804 — 552 Unrealized gain (loss) on cash flow hedges — 5,977 — (495 ) — — 5,482 Total other comprehensive income — 3,259 — 1,971 804 — 6,034 Comprehensive income 54,485 105,733 — 117,588 41,396 (258,772 ) 60,430 Comprehensive loss attributable to noncontrolling interest — — — — 42 — 42 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 54,485 $ 105,733 $ — $ 117,588 $ 41,438 $ (258,772 ) $ 60,472 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2018 (in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net cash provided by operating activities $ 271,511 $ — $ — $ 1,296 $ 10,217 $ — $ 283,024 Cash flows from investing activities: Acquisition of real estate — — — (54,715 ) (184,286 ) — (239,001 ) Origination and fundings of loans receivable — — — (2,650 ) (38,798 ) — (41,448 ) Origination and fundings of preferred equity investments — — — (5,285 ) — — (5,285 ) Additions to real estate (40 ) — — (5,763 ) (15,892 ) — (21,695 ) Repayments of loans receivable — — — 6,534 41,748 — 48,282 Repayments of preferred equity investments — — — 6,491 — — 6,491 Investment in unconsolidated JV — — — — (354,461 ) — (354,461 ) Net proceeds from the sales of real estate — — — 233,703 57,161 — 290,864 Distribution from subsidiaries 5,421 5,421 — — — (10,842 ) — Intercompany financing (369,732 ) (347,720 ) — — — 717,452 — Net cash (used in) provided by investing activities (364,351 ) (342,299 ) — 178,315 (494,528 ) 706,610 (316,253 ) Cash flows from financing activities: Net borrowings from revolving credit facility — (22,000 ) — — — — (22,000 ) Principal payments on secured debt — — — — (3,202 ) — (3,202 ) Payments of deferred financing costs — (12 ) — — — — (12 ) Distributions to noncontrolling interest — — — — (107 ) — (107 ) Preferred stock redemption (143,750 ) — — — — — (143,750 ) Issuance of common stock, net (499 ) — — — — — (499 ) Dividends paid on common and preferred stock (244,978 ) — — — — — (244,978 ) Distribution to parent — (5,421 ) — — (5,421 ) 10,842 — Intercompany financing — 369,732 — (123,418 ) 471,138 (717,452 ) — Net cash (used in) provided by financing activities (389,227 ) 342,299 — (123,418 ) 462,408 (706,610 ) (414,548 ) Net (decrease) increase in cash, cash equivalents and restricted cash (482,067 ) — — 56,193 (21,903 ) — (447,777 ) Effect of foreign currency translation on cash, cash equivalents and restricted cash — — — (82 ) (74 ) — (156 ) Cash, cash equivalents and restricted cash, beginning of period 511,670 — — 37,359 38,420 — 587,449 Cash, cash equivalents and restricted cash, end of period $ 29,603 $ — $ — $ 93,470 $ 16,443 $ — $ 139,516 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2017 (in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net cash provided by operating activities $ 40,567 $ — $ — $ 6,103 $ 6,588 $ — $ 53,258 Cash flows from investing activities: Acquisition of real estate — — — (393,064 ) — — (393,064 ) Cash received in CCP Merger 77,858 — — — — — 77,858 Origination and fundings of loans receivable — — — (1,488 ) (4,154 ) — (5,642 ) Origination and fundings of preferred equity investments — — — (2,713 ) — — (2,713 ) Additions to real estate (22 ) — — (2,847 ) (364 ) — (3,233 ) Repayments of loans receivable — — — 2,221 6,489 — 8,710 Repayments of preferred equity investments — — — 3,239 — — 3,239 Net proceeds from the sale of real estate — — — 11,328 395 — 11,723 Distribution from subsidiaries 2,474 2,474 — — — (4,948 ) — Intercompany financing (346,044 ) (374,728 ) — — — 720,772 — Net cash (used in) provided by investing activities (265,734 ) (372,254 ) — (383,324 ) 2,366 715,824 (303,122 ) Cash flows from financing activities: Net repayments of revolving credit facility — (137,000 ) — — — — (137,000 ) Proceeds from term loans — 181,000 — — — — 181,000 Principal payments on secured debt — — — — (3,094 ) — (3,094 ) Payments of deferred financing costs — (15,316 ) — — — — (15,316 ) Issuance of common stock, net 319,026 — — — — — 319,026 Dividends paid |
PRO FORMA FINANCIAL INFORMATION
PRO FORMA FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
PRO FORMA FINANCIAL INFORMATION | PRO FORMA FINANCIAL INFORMATION The following table summarizes, on an unaudited pro forma basis, the consolidated results of operations of the Company for the three and nine months ended September 30, 2017 to give effect to the CCP Merger completed on August 17, 2017. The following unaudited pro forma information has been prepared to give effect to the CCP Merger as if it occurred on January 1, 2017. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the CCP Merger been completed on January 1, 2017, nor does it purport to predict the results of operations for future periods. The pro forma information follows (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended September 30, 2017 Revenues $ 162,128 $ 480,287 Net income attributable to common stockholders 37,823 209,674 Net income attributable to common stockholders, per: Basic common share $ 0.24 $ 1.31 Diluted common share $ 0.24 $ 1.31 Weighted-average number of common shares outstanding, basic 160,189,442 159,685,873 Weighted-average number of common shares outstanding, diluted 160,457,904 159,964,071 Merger and acquisition costs of $29.7 million related to the CCP Merger completed on August 17, 2017 are reflected above as if they were incurred on January 1, 2017. No business combinations were completed during the nine months ended September 30, 2018 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
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 September 30, 2018 , 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluates subsequent events up until the date the condensed consolidated financial statements are issued. Dividend Declaration On November 5, 2018 , the Company announced that its board of directors declared a quarterly cash dividend of $0.45 per share of common stock. The dividend will be paid on November 30, 2018 to common stockholders of record as of the close of business on November 15, 2018 . |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying condensed consolidated financial statements include the accounts of Sabra and its wholly owned subsidiaries as of September 30, 2018 and December 31, 2017 and for the periods ended September 30, 2018 and 2017 . 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 nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 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 September 30, 2018 , the Company determined it was the primary beneficiary of three variable interest entities— two exchange accommodation titleholder variable interest entities and a joint venture variable interest entity owning one skilled nursing/transitional care facility—and has consolidated the operations of these entities in the accompanying condensed consolidated financial statements. As of September 30, 2018 , the Company determined that operations of these entities 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 whether the loan investment should be accounted for as a loan or as a real estate joint venture. If an investment has the characteristics of a real estate joint venture, including if the Company participates in the majority of the borrower’s expected residual profit, the Company would account for the investment as an investment in a real estate joint venture and not as a loan investment. Expected residual profit is defined as the amount of profit, whether called interest or another name, such as an equity kicker, above a reasonable amount of interest and fees expected to be earned by a lender. At September 30, 2018 , 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 also applies this guidance to managing member interests in limited liability companies. The Company reassesses its determination of which entity controls the joint venture if: there is a change to the terms or in the exercisability of the rights of any partners or members, the sole general partner or managing member increases or decreases its ownership interests, or there is an increase or decrease in the number of outstanding ownership interests. |
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. |
Reclassification | Certain amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. As a result, certain reclassifications were made to the condensed consolidated statements of cash flows. |
Investment in Unconsolidated Joint Venture | The Company reports investments in unconsolidated entities over whose operating and financial policies it has the ability to exercise significant influence under the equity method of accounting. Under this method of accounting, the Company’s share of the investee’s earnings or losses is included in the Company’s condensed consolidated statements of income. The initial carrying value of the investment is based on the amount paid to purchase the joint venture interest. Differences between the Company’s cost basis and the basis reflected at the joint venture level are generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of earnings of the joint venture. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its equity method investments may not be recoverable or realized. When indicators of potential impairment are identified, the Company evaluates its equity method investments for impairment based on a comparison of the fair value of the investment to its carrying value. The fair value is estimated based on discounted cash flows that include all estimated cash inflows and outflows over a specified holding period and any estimated debt premiums or discounts. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of its equity method investment, the Company would record an impairment loss to the extent that the carrying value exceeds the estimated fair value of its equity method investment. |
Net Investment in Direct Financing Lease | The net investment in direct financing lease is recorded in accounts receivable, prepaid expenses and other assets, net on the accompanying condensed consolidated balance sheets and represents the total undiscounted rental payments, plus the estimated unguaranteed residual value, less the unearned lease income. Unearned lease income represents the excess of the minimum lease payments and residual value over the cost of the investment. Unearned lease income is deferred and amortized to income over the lease term to provide a constant yield when collectability of the lease payments is reasonably assured. |
Recently Issued Accounting Standards Update | Recently Issued Accounting Standards Update Adopted Between May 2014 and February 2017, the FASB issued four Accounting Standards Updates (each, an “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”), (iii) ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”) and (iv) ASU No. 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”). 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. The Revenue ASUs became effective for the Company on January 1, 2018 with the Company electing to use the modified retrospective approach for its adoption. Further, the Company elected to reassess only contracts that were not completed as of the adoption date. The adoption of these ASUs did not have a material impact to beginning retained earnings as of January 1, 2018. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides specific guidance clarifying how certain cash receipts and payments should be classified. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The Company adopted ASU 2016-15 and ASU 2016-18 on January 1, 2018. The full retrospective approach of adoption is required for both ASUs and, accordingly, certain line items in the Company’s consolidated statements of cash flows have been reclassified to conform to the current period presentation. The following table illustrates changes in the Company’s cash flows as reported in the accompanying condensed consolidated statements of cash flows and as previously reported prior to the adoption (in thousands): Nine Months Ended September 30, 2017 As Reported As Previously Reported Net cash provided by operating activities 53,258 49,771 Net increase in balance 7,939 4,452 Balance - beginning of the year 34,665 25,663 Balance - end of the year 43,362 30,873 In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 is intended to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and to simplify the application of the hedge accounting guidance in current GAAP. ASU 2017-12 is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. The Company adopted ASU 2017-12 effective beginning January 1, 2018. ASU 2017-12 requires a modified retrospective transition method in which the Company recognized the cumulative effect of the change on the opening balance of each affected component of equity in the condensed consolidated balance sheet as of the date of adoption, which resulted in a decrease to cumulative distributions in excess of net income and an increase to accumulated other comprehensive income of $0.8 million . Issued but Not Yet Adopted 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. Under ASU 2016-02, entities currently are required to adopt the new lease requirements using a modified retrospective transition method whereby an entity initially applies the new lease requirements (subject to specific transition requirements and optional practical expedients) at the beginning of the earliest period presented in the financial statements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”) that allows lessors to elect, as a practical expedient, not to separate lease and nonlease components (such as services rendered) in a contract for the purpose of revenue recognition and disclosure. The practical expedient can only be applied to leasing arrangements for which (i) the timing and pattern of transfer are the same for the lease and nonlease components and (ii) the lease component, if accounted for separately, would be classified as an operating lease. Under this practical expedient, contracts that are predominantly lease-based would be accounted for under Topic 842, and contracts that are predominantly service-based would be accounted for under Topic 606, Revenue from Contracts with Customers. The Company preliminarily expects that rental income will be predominately lease-based and accounted for under Topic 842. The Company is still in the process of completing its preliminary assessment related to resident fees and services revenue. Further, ASU 2018-11 also provides for an additional (and optional) transition method to adopt the new lease requirements by allowing entities to initially apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company plans to elect this practical expedient and apply the optional transition method for its operating leases for which the Company is the lessee, using the cumulative-effect adjustment to the opening balance sheet as of January 1, 2019. Upon adoption of ASU 2016-02, the Company will recognize its operating leases for which it is the lessee, mainly corporate office leases and ground leases, on its consolidated balance sheets. Further, as a result of adoption, the Company may be required to increase its revenue and expense for the amount of real estate taxes and insurance paid by its tenants under certain leasing arrangements with no net impact to net income. The Company is still evaluating the full impact of the adoption of ASU 2016-02 on January 1, 2019 to its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires that a financial asset (or a group of financial assets) measured at amortized cost basis be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The amendments in ASU 2016-13 are an improvement because they eliminate the probable initial recognition threshold in current GAAP and, instead, reflect an entity’s current estimate of all expected credit losses. Previously, when credit losses were measured under GAAP, an entity generally only considered past events and current conditions in measuring the incurred loss. ASU 2016-13 is effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted as of the fiscal years beginning after December 15, 2018. An entity will apply the amendments in this update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 updates the fair value measurement disclosure requirements by (i) eliminating certain requirements, including disclosure of the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements, (ii) modifying certain requirements, including clarifying that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date and (iii) adding certain requirements, including disclosure of the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted for any eliminated or modified disclosures. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted. |
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 on the accompanying condensed consolidated balance sheets at their amortized cost and not at fair value. The fair values of the loans receivable were estimated using an internal valuation model that considered the expected cash flows for the loans receivable, as well as the underlying collateral value and other credit enhancements as applicable. As such, the Company classifies these instruments as Level 3. Preferred equity investments : These instruments are presented on the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair values of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows for the preferred equity 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 swaps and cross currency swaps, using the assistance of a third party using inputs that are observable in the market, which include forward yield curves and other relevant information. Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative financial instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company has determined that its derivative financial instruments valuations in their entirety are classified in Level 2 of the fair value hierarchy. Senior Notes : These instruments are presented on the accompanying 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. Secured indebtedness : These instruments are presented on 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 secured debt were estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. As such, the Company classifies these instruments as Level 3. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Changes in Cash Flows Due to Adoption of ASU 2016-15 | The following table illustrates changes in the Company’s cash flows as reported in the accompanying condensed consolidated statements of cash flows and as previously reported prior to the adoption (in thousands): Nine Months Ended September 30, 2017 As Reported As Previously Reported Net cash provided by operating activities 53,258 49,771 Net increase in balance 7,939 4,452 Balance - beginning of the year 34,665 25,663 Balance - end of the year 43,362 30,873 |
CCP MERGER AND RECENT REAL ES_2
CCP MERGER AND RECENT REAL ESTATE ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Purchase Price Allocation | The following table summarizes the purchase price allocation for the CCP Merger based on the Company’s valuation, including estimates and assumptions of the acquisition date fair value of the tangible and intangible assets acquired and liabilities assumed on August 17, 2017 (in thousands): Real estate investments $ 3,727,310 Loans receivable and other investments 58,244 Cash and cash equivalents 77,859 Restricted cash 779 Lease intangible assets, net 145,786 Accounts receivable, prepaid expenses and other assets, net 35,873 Secured debt, net (98,500 ) Revolving credit facility (362,000 ) Unsecured term loans (674,000 ) Senior unsecured notes, net (616,873 ) Accounts payable and accrued liabilities (134,802 ) Lease intangible liabilities, net (102,643 ) Noncontrolling interests (4,455 ) Total consideration $ 2,052,578 Allocation of the consideration was based on certain valuations and analyses and is as follows (in thousands): Nine Months Ended September 30, 2018 2017 Land $ 28,089 $ 55,579 Building and improvements 208,678 329,462 Tenant origination and absorption costs intangible assets 1,669 6,143 Tenant relationship intangible assets 565 1,880 Total consideration $ 239,001 $ 393,064 |
REAL ESTATE PROPERTIES HELD F_2
REAL ESTATE PROPERTIES HELD FOR INVESTMENT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate Investments, Net [Abstract] | |
Real Estate Properties Held for Investment | The Company’s real estate properties held for investment consisted of the following (dollars in thousands): As of September 30, 2018 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 350 39,848 $ 4,236,602 $ (251,287 ) $ 3,985,315 Senior Housing - Leased 91 7,309 1,227,305 (121,289 ) 1,106,016 Senior Housing - Managed 24 1,712 311,782 (18,458 ) 293,324 Specialty Hospitals and Other 22 1,085 618,493 (27,887 ) 590,606 487 49,954 6,394,182 (418,921 ) 5,975,261 Corporate Level 633 (304 ) 329 $ 6,394,815 $ (419,225 ) $ 5,975,590 As of December 31, 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 384 43,223 $ 4,364,387 $ (209,039 ) $ 4,155,348 Senior Housing - Leased 88 8,137 1,166,687 (102,370 ) 1,064,317 Senior Housing - Managed 13 1,113 189,120 (12,125 ) 176,995 Specialty Hospitals and Other 22 1,085 614,068 (16,620 ) 597,448 507 53,558 6,334,262 (340,154 ) 5,994,108 Corporate Level 593 (269 ) 324 $ 6,334,855 $ (340,423 ) $ 5,994,432 September 30, 2018 December 31, 2017 Building and improvements $ 5,506,855 $ 5,449,415 Furniture and equipment 239,146 232,889 Land improvements 2,156 3,456 Land 646,658 649,095 6,394,815 6,334,855 Accumulated depreciation (419,225 ) (340,423 ) $ 5,975,590 $ 5,994,432 |
Future Minimum Rental Payments Receivable for Properties Held for Investment Under Non-Cancelable Operating Leases | As of September 30, 2018 , the future minimum rental payments from the Company’s properties held for investment under non-cancelable operating leases were as follows (in thousands): October 1 through December 31, 2018 $ 116,525 2019 472,146 2020 462,598 2021 459,309 2022 456,750 Thereafter 2,807,313 $ 4,774,641 |
LOANS RECEIVABLE AND OTHER IN_2
LOANS RECEIVABLE AND OTHER INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Loans Receivable and Other Investments | As of September 30, 2018 and December 31, 2017 , the Company’s loans receivable and other investments consisted of the following (dollars in thousands): September 30, 2018 Investment Quantity as of September 30, 2018 Property Type Principal Balance as of September 30, 2018 (1) Book Value as of September 30, 2018 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 September 30, 2018 Loans Receivable: Mortgage 1 Specialty Hospital $ 16,525 $ 16,525 $ 12,351 10.0 % 10.0 % 01/31/27 Construction 2 Senior Housing 4,266 4,329 2,733 8.0 % 7.7 % 04/30/21- 09/30/22 Mezzanine 1 Skilled Nursing 25,000 2,291 10,239 10.0 % 41.9 % 05/25/20 Pre-development 1 Senior Housing 2,357 2,357 2,357 9.0 % 9.0 % 04/01/20 Other 17 Multiple 41,619 39,002 38,324 7.7 % 8.6 % 01/31/18- 08/31/28 22 89,767 64,504 66,004 8.8 % 10.1 % Loan loss reserve — (1,249 ) (97 ) $ 89,767 $ 63,255 $ 65,907 Other Investments: Preferred Equity 11 Skilled Nursing / Senior Housing 46,616 47,096 48,483 12.1 % 12.1 % N/A Total 33 $ 136,383 $ 110,351 $ 114,390 9.9 % 10.9 % (1) Principal balance includes amounts funded and accrued but unpaid interest / preferred return and excludes capitalizable fees. |
Changes in Accretable Yield of Loans with Deteriorated Credit Quality | The following table presents changes in the accretable yield for the three and nine months ended September 30, 2018 (in thousands): Three Months Ended Nine Months Ended September 30, 2018 Accretable yield, beginning of period $ 1,081 $ 2,483 Accretion recognized in earnings (348 ) (2,477 ) Net reclassification from nonaccretable difference — 727 Accretable yield, end of period $ 733 $ 733 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Instrument [Line Items] | |
Schedule of Maturities for Outstanding Debt | The following is a schedule of maturities for the Company’s outstanding debt as of September 30, 2018 (in thousands): Secured Indebtedness Revolving Credit Facility (1) Term Loans Senior Notes Total October 1 through December 31, 2018 $ 1,085 $ — $ — $ — $ 1,085 2019 102,930 — — — 102,930 2020 4,578 — 200,000 — 204,578 2021 20,039 619,000 — 500,000 1,139,039 2022 4,285 — 996,888 — 1,001,173 Thereafter 122,595 — — 800,000 922,595 Total Debt 255,512 619,000 1,196,888 1,300,000 3,371,400 Premium, net — — — 14,860 14,860 Deferred financing costs, net (2,685 ) — (7,241 ) (7,740 ) (17,666 ) Total Debt, Net $ 252,827 $ 619,000 $ 1,189,647 $ 1,307,120 $ 3,368,594 (1) Revolving Credit Facility is subject to two six -month extension options. |
Secured Debt | |
Debt Instrument [Line Items] | |
Debt | The Company’s secured debt consists of the following (dollars in thousands): Interest Rate Type Principal Balance as of (1) Principal Balance as of (1) Weighted Average (2) Maturity Date Fixed Rate $ 157,012 $ 160,702 3.87 % December 2021 - Variable Rate 98,500 98,500 4.06 % July 2019 $ 255,512 $ 259,202 3.95 % (1) Principal balance does not include deferred financing costs, net of $ 2.7 million and $2.8 million as of September 30, 2018 and December 31, 2017 , respectively. (2) Weighted average effective interest rate includes private mortgage insurance. |
Senior Notes | |
Debt Instrument [Line Items] | |
Debt | The Company’s senior unsecured notes consist of the following (dollars in thousands): Principal Balance as of Title Maturity Date September 30, 2018 (1) December 31, 2017 (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 5.125% senior unsecured notes due 2026 (“2026 Notes”) August 15, 2026 500,000 500,000 5.38% senior unsecured notes due 2027 (“2027 Notes”) May 17, 2027 100,000 100,000 $ 1,300,000 $ 1,300,000 (1) Principal balance does not include premium, net of $14.9 million and deferred financing costs, net of $7.7 million as of September 30, 2018 and does not include premium, net of $15.9 million and deferred financing costs, net of $9.6 million as of December 31, 2017 . |
DERIVATIVE AND HEDGING INSTRU_2
DERIVATIVE AND HEDGING INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Notional Amount of Derivatives Instruments | The following presents the notional amount of derivative instruments as of the dates indicated (in thousands): September 30, 2018 December 31, 2017 Derivatives designated as cash flow hedges: Denominated in U.S. Dollars $ 845,000 $ 845,000 Denominated in Canadian Dollars $ 125,000 $ 125,000 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 55,425 $ 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 $ 875 $ — |
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 September 30, 2018 and December 31, 2017 (dollars in thousands): Count as of September 30, 2018 Fair Value Maturity Dates Type Designation September 30, 2018 December 31, 2017 Balance Sheet Location Assets: Interest rate swaps Cash flow 12 $ 36,688 $ 25,221 2020 - 2023 Accounts receivable, prepaid expenses and other assets, net Cross currency interest rate swaps Net investment 2 1,423 674 2025 Accounts receivable, prepaid expenses and other assets, net $ 38,111 $ 25,895 Liabilities: CAD term loan Net investment 1 96,888 99,588 2022 Term loans, net $ 96,888 $ 99,588 |
Effect 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 nine months ended September 30, 2018 and 2017 (in thousands): Gain (Loss) Recognized in Other Comprehensive Income Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Income Statement Location Cash Flow Hedges: Interest rate products $ 2,954 $ 4,372 $ 16,091 $ 4,462 Interest expense Net Investment Hedges: Foreign currency products (688 ) (1,080 ) 817 (2,239 ) N/A CAD term loan (1,725 ) (3,938 ) 2,700 (7,225 ) N/A $ 541 $ (646 ) $ 19,608 $ (5,002 ) Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Income Statement Location Cash Flow Hedges: Interest rate products $ 1,001 $ (535 ) $ 1,584 $ (1,404 ) Interest expense Net Investment Hedges: Foreign currency products — — — — N/A CAD term loan — — — — N/A $ 1,001 $ (535 ) $ 1,584 $ (1,404 ) |
Gross Presentation, Effects of Offsetting, and 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 September 30, 2018 and December 31, 2017 (in thousands): As of September 30, 2018 Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 38,111 $ — $ 38,111 $ — $ — $ 38,111 Offsetting Liabilities: Derivatives $ — $ — $ — $ — $ — $ — As of December 31, 2017 Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 25,895 $ — $ 25,895 $ — $ — $ 25,895 Offsetting Liabilities: Derivatives $ — $ — $ — $ — $ — $ — |
Gross Presentation, Effects of Offsetting, and 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 September 30, 2018 and December 31, 2017 (in thousands): As of September 30, 2018 Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 38,111 $ — $ 38,111 $ — $ — $ 38,111 Offsetting Liabilities: Derivatives $ — $ — $ — $ — $ — $ — As of December 31, 2017 Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 25,895 $ — $ 25,895 $ — $ — $ 25,895 Offsetting Liabilities: Derivatives $ — $ — $ — $ — $ — $ — |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
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 September 30, 2018 and December 31, 2017 whose carrying amounts do not approximate their fair value (in thousands): September 30, 2018 December 31, 2017 Face (1) Carrying Amount (2) Fair Value Face (1) Carrying (2) Fair Value Financial assets: Loans receivable $ 89,767 $ 63,255 $ 66,440 $ 91,280 $ 65,907 $ 65,892 Preferred equity investments 46,616 47,096 46,575 48,035 48,483 47,064 Financial liabilities: Senior Notes 1,300,000 1,307,120 1,300,363 1,300,000 1,306,286 1,329,191 Secured indebtedness 255,512 252,827 234,999 259,202 256,430 246,461 (1) Face value represents amounts contractually due under the terms of the respective agreements. (2) Carrying amount represents the book value of financial instruments, including unamortized premiums/discounts and deferred financing costs. |
Fair Value of Financial Instruments | The Company determined the fair value of financial instruments as of September 30, 2018 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 (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Financial assets: Loans receivable $ 66,440 $ — $ — $ 66,440 Preferred equity investments 46,575 — — 46,575 Financial liabilities: Senior Notes 1,300,363 — 1,300,363 — Secured indebtedness 234,999 — — 234,999 |
Items Measured at Fair Value on a Recurring Basis | During the nine months ended September 30, 2018 , the Company recorded the following amounts measured at fair value (in thousands): Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Recurring Basis: Financial assets: Interest rate swap $ 36,688 $ — $ 36,688 $ — Cross currency swap 1,423 — 1,423 — |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
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 nine months ended September 30, 2018 : Declaration Date Record Date Amount Per Share Dividend Payable Date February 5, 2018 February 15, 2018 $ 0.45 February 28, 2018 May 9, 2018 May 21, 2018 $ 0.45 May 31, 2018 August 8, 2018 August 18, 2018 $ 0.45 August 31, 2018 |
Accumulated Other Comprehensive Income | The following is a summary of the Company’s accumulated other comprehensive income (in thousands): September 30, 2018 December 31, 2017 Foreign currency translation loss $ (3,091 ) $ (2,913 ) Unrealized gains on cash flow hedges 29,448 14,202 Total accumulated other comprehensive income $ 26,357 $ 11,289 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
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 nine months ended September 30, 2018 and 2017 (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerator Net income attributable to common stockholders $ 35,218 $ 12,534 $ 288,708 $ 46,756 Denominator Basic weighted average common shares and common equivalents 178,317,769 112,149,638 178,309,127 81,150,846 Dilutive restricted stock units 623,444 268,462 420,726 278,198 Diluted weighted average common shares 178,941,213 112,418,100 178,729,853 81,429,044 Net income attributable to common stockholders, per: Basic common share $ 0.20 $ 0.11 $ 1.62 $ 0.58 Diluted common share $ 0.20 $ 0.11 $ 1.62 $ 0.57 |
SUMMARIZED CONDENSED CONSOLID_2
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Summarized Condensed Consolidating Information [Abstract] | |
Condensed Consolidating Balance Sheet | CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2018 (in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 329 $ — $ — $ 1,683,780 $ 4,291,481 $ — $ 5,975,590 Loans receivable and other investments, net (688 ) — — 52,165 58,874 — 110,351 Investment in unconsolidated joint venture — — — — 344,341 — 344,341 Cash and cash equivalents 29,603 — — 1,443 5,302 — 36,348 Restricted cash — — — 92,027 11,141 — 103,168 Lease intangible assets, net — — — 15,965 126,954 — 142,919 Accounts receivable, prepaid expenses and other assets, net 607 46,239 — 81,070 79,397 (9,691 ) 197,622 Intercompany 2,089,878 2,645,837 — — — (4,735,715 ) — Investment in subsidiaries 1,266,833 1,611,594 — 15,038 — (2,893,465 ) — Total assets $ 3,386,562 $ 4,303,670 $ — $ 1,941,488 $ 4,917,490 $ (7,638,871 ) $ 6,910,339 Liabilities Secured debt, net $ — $ — $ — $ — $ 252,827 $ — $ 252,827 Revolving credit facility — 619,000 — — — — 619,000 Term loans, net — 1,093,772 — 95,875 — — 1,189,647 Senior unsecured notes, net — 1,307,120 — — — — 1,307,120 Accounts payable and accrued liabilities 23,661 16,945 — 3,758 52,212 (9,691 ) 86,885 Lease intangible liabilities, net — — — — 87,602 — 87,602 Intercompany — — — 542,824 4,192,891 (4,735,715 ) — Total liabilities 23,661 3,036,837 — 642,457 4,585,532 (4,745,406 ) 3,543,081 Total Sabra Health Care REIT, Inc. stockholders’ equity 3,362,901 1,266,833 — 1,299,031 327,601 (2,893,465 ) 3,362,901 Noncontrolling interests — — — — 4,357 — 4,357 Total equity 3,362,901 1,266,833 — 1,299,031 331,958 (2,893,465 ) 3,367,258 Total liabilities and equity $ 3,386,562 $ 4,303,670 $ — $ 1,941,488 $ 4,917,490 $ (7,638,871 ) $ 6,910,339 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2017 (in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 324 $ — $ — $ 1,756,933 $ 4,237,175 $ — $ 5,994,432 Loans receivable and other investments, net (97 ) — — 55,297 59,190 — 114,390 Cash and cash equivalents 511,670 — — 449 6,513 — 518,632 Restricted cash — — — 36,910 31,907 — 68,817 Lease intangible assets, net — — — 17,577 149,542 — 167,119 Accounts receivable, prepaid expenses and other assets, net 3,499 36,073 — 80,739 53,765 (5,189 ) 168,887 Intercompany 2,043,402 2,721,979 — — — (4,765,381 ) — Investment in subsidiaries 890,462 1,198,305 — 14,661 — (2,103,428 ) — Total assets $ 3,449,260 $ 3,956,357 $ — $ 1,962,566 $ 4,538,092 $ (6,873,998 ) $ 7,032,277 Liabilities Secured debt, net $ — $ — $ — $ — $ 256,430 $ — $ 256,430 Revolving credit facility — 641,000 — — — — 641,000 Term loans, net — 1,092,397 — 98,377 — — 1,190,774 Senior unsecured notes, net — 1,306,286 — — — — 1,306,286 Accounts payable and accrued liabilities 16,453 26,212 — 3,560 61,487 (5,189 ) 102,523 Lease intangible liabilities, net — — — — 98,015 — 98,015 Intercompany — — — 785,120 3,980,261 (4,765,381 ) — Total liabilities 16,453 3,065,895 — 887,057 4,396,193 (4,770,570 ) 3,595,028 Total Sabra Health Care REIT, Inc. stockholders’ equity 3,432,807 890,462 — 1,075,509 137,457 (2,103,428 ) 3,432,807 Noncontrolling interests — — — — 4,442 — 4,442 Total equity 3,432,807 890,462 — 1,075,509 141,899 (2,103,428 ) 3,437,249 Total liabilities and equity $ 3,449,260 $ 3,956,357 $ — $ 1,962,566 $ 4,538,092 $ (6,873,998 ) $ 7,032,277 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. |
Condensed Consolidating Statement of Income | CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended September 30, 2018 (dollars in thousands, except per share amounts) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Revenues: Rental income $ — $ — $ — $ 40,570 $ 94,200 $ (4,303 ) $ 130,467 Interest and other income 33 95 — 1,665 2,234 (95 ) 3,932 Resident fees and services — — — — 17,403 — 17,403 Total revenues 33 95 — 42,235 113,837 (4,398 ) 151,802 Expenses: Depreciation and amortization 221 — — 14,615 33,632 — 48,468 Interest — 33,892 — 846 2,662 (95 ) 37,305 Operating expenses — — — — 16,914 (4,303 ) 12,611 General and administrative 6,933 24 — 614 451 — 8,022 Merger and acquisition costs 151 — — — — — 151 (Recovery of) provision for doubtful accounts and loan losses (1,699 ) — — 4,315 6,294 — 8,910 Total expenses 5,606 33,916 — 20,390 59,953 (4,398 ) 115,467 Other (expense) income: Other (expense) income — (11 ) — (70 ) 1,417 — 1,336 Net (loss) gain on sales of real estate — — — (1,158 ) 1,172 — 14 Total other (expense) income — (11 ) — (1,228 ) 2,589 — 1,350 Income in subsidiary 41,283 75,115 — 1,924 — (118,322 ) — Income before loss from unconsolidated joint venture and income tax expense 35,710 41,283 — 22,541 56,473 (118,322 ) 37,685 Loss from unconsolidated joint venture — — — — (1,725 ) — (1,725 ) Income tax expense (492 ) — — (200 ) (40 ) — (732 ) Net income 35,218 41,283 — 22,341 54,708 (118,322 ) 35,228 Net income attributable to noncontrolling interests — — — — (10 ) — (10 ) Net income attributable to common stockholders $ 35,218 $ 41,283 $ — $ 22,341 $ 54,698 $ (118,322 ) $ 35,218 Net income attributable to common stockholders, per: Basic common share $ 0.20 Diluted common share $ 0.20 Weighted-average number of common shares outstanding, basic 178,317,769 Weighted-average number of common shares outstanding, diluted 178,941,213 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended September 30, 2017 (dollars in thousands, except per share amounts) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Revenues: Rental income $ — $ — $ — $ 54,640 $ 48,692 $ (3,187 ) $ 100,145 Interest and other income 8 47 — 1,991 2,091 (47 ) 4,090 Resident fees and services — — — — 7,554 — 7,554 Total revenues 8 47 — 56,631 58,337 (3,234 ) 111,789 Expenses: Depreciation and amortization 217 — — 15,500 10,216 — 25,933 Interest — 21,765 — 792 2,011 — 24,568 Operating expenses — — — — 8,289 (3,187 ) 5,102 General and administrative 10,058 16 — 1,671 1,199 — 12,944 Merger and acquisition costs 23,287 — — 12 — — 23,299 Provision for doubtful accounts and loan losses 533 — — 4,616 — — 5,149 Total expenses 34,095 21,781 — 22,591 21,715 (3,187 ) 96,995 Other income (expense): Loss on extinguishment of debt — (422 ) — (131 ) — — (553 ) Other income (expense) 349 688 — (986 ) — — 51 Net gain (loss) on sales of real estate — — — 614 (32 ) — 582 Total other income (expense) 349 266 — (503 ) (32 ) — 80 Income in subsidiary 49,145 70,613 — 1,808 — (121,566 ) — Income before income tax (expense) benefit 15,407 49,145 — 35,345 36,590 (121,613 ) 14,874 Income tax (expense) benefit (265 ) — — 482 (22 ) — 195 Net income 15,142 49,145 — 35,827 36,568 (121,613 ) 15,069 Net loss attributable to noncontrolling interests — — — — 26 — 26 Net income attributable to Sabra Health Care REIT, Inc. 15,142 49,145 — 35,827 36,594 (121,613 ) 15,095 Preferred stock dividends (2,561 ) — — — — — (2,561 ) Net income attributable to common stockholders $ 12,581 $ 49,145 $ — $ 35,827 $ 36,594 $ (121,613 ) $ 12,534 Net income attributable to common stockholders, per: Basic common share $ 0.11 Diluted common share $ 0.11 Weighted-average number of common shares outstanding, basic 112,149,638 Weighted-average number of common shares outstanding, diluted 112,418,100 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2018 (dollars in thousands, except per share amounts) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Revenues: Rental income $ — $ — $ — $ 130,594 $ 301,213 $ (12,856 ) $ 418,951 Interest and other income 83 303 — 4,130 8,610 (303 ) 12,823 Resident fees and services — — — — 52,426 — 52,426 Total revenues 83 303 — 134,724 362,249 (13,159 ) 484,200 Expenses: Depreciation and amortization 665 — — 43,691 98,945 — 143,301 Interest — 99,873 — 2,446 7,864 (303 ) 109,880 Operating expenses — — — — 49,890 (12,856 ) 37,034 General and administrative 20,764 52 — 1,424 2,920 — 25,160 Merger and acquisition costs 599 — — — (6 ) — 593 Provision for doubtful accounts and loan losses 793 — — 2,359 6,297 — 9,449 Impairment of real estate — — — 1,413 — — 1,413 Total expenses 22,821 99,925 — 51,333 165,910 (13,159 ) 326,830 Other income: Other income 1,977 222 — 308 1,649 — 4,156 Net gain on sales of real estate — — — 140,704 1,741 — 142,445 Total other income 1,977 222 — 141,012 3,390 — 146,601 Income in subsidiary 320,082 419,483 — 5,649 — (745,214 ) — Income before loss from unconsolidated joint venture and income tax expense 299,321 320,083 — 230,052 199,729 (745,214 ) 303,971 Loss from unconsolidated joint venture — — — — (3,626 ) — (3,626 ) Income tax expense (845 ) (1 ) — (742 ) (259 ) — (1,847 ) Net income 298,476 320,082 — 229,310 195,844 (745,214 ) 298,498 Net income attributable to noncontrolling interests — — — — (22 ) — (22 ) Net income attributable to Sabra Health Care REIT, Inc. 298,476 320,082 — 229,310 195,822 (745,214 ) 298,476 Preferred stock dividends (9,768 ) — — — — — (9,768 ) Net income attributable to common stockholders $ 288,708 $ 320,082 $ — $ 229,310 $ 195,822 $ (745,214 ) $ 288,708 Net income attributable to common stockholders, per: Basic common share $ 1.62 Diluted common share $ 1.62 Weighted-average number of common shares outstanding, basic 178,309,127 Weighted-average number of common shares outstanding, diluted 178,729,853 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2017 (dollars in thousands, except per share amounts) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Revenues: Rental income $ — $ — $ — $ 160,121 $ 58,316 $ (5,164 ) $ 213,273 Interest and other income 21 47 — 6,014 2,045 (65 ) 8,062 Resident fees and services — — — — 17,840 — 17,840 Total revenues 21 47 — 166,135 78,201 (5,229 ) 239,175 Expenses: Depreciation and amortization 649 — — 47,882 13,759 — 62,290 Interest — 48,689 — 2,237 5,292 — 56,218 Operating expenses — — — — 17,111 (5,182 ) 11,929 General and administrative 19,380 47 — 3,429 1,303 — 24,159 Merger and acquisition costs 29,703 — — 47 — — 29,750 Provision for doubtful accounts and loan losses 615 — — 6,839 — — 7,454 Total expenses 50,347 48,736 — 60,434 37,465 (5,182 ) 191,800 Other income: Loss on extinguishment of debt — (422 ) — (131 ) — — (553 ) Other income (expense) 2,634 707 — (220 ) — — 3,121 Net gain (loss) on sales of real estate — — — 4,640 (26 ) — 4,614 Total other income 2,634 285 — 4,289 (26 ) — 7,182 Income in subsidiary 102,474 150,879 — 5,372 — (258,725 ) — Income before income tax (expense) benefit 54,782 102,475 — 115,362 40,710 (258,772 ) 54,557 Income tax (expense) benefit (297 ) (1 ) — 255 (118 ) — (161 ) Net income 54,485 102,474 — 115,617 40,592 (258,772 ) 54,396 Net loss attributable to noncontrolling interests — — — — 42 — 42 Net income attributable to Sabra Health Care REIT, Inc. 54,485 102,474 — 115,617 40,634 (258,772 ) 54,438 Preferred stock dividends (7,682 ) — — — — — (7,682 ) Net income attributable to common stockholders $ 46,803 $ 102,474 $ — $ 115,617 $ 40,634 $ (258,772 ) $ 46,756 Net income attributable to common stockholders, per: Basic common share $ 0.58 Diluted common share $ 0.57 Weighted-average number of common shares outstanding, basic 81,150,846 Weighted-average number of common shares outstanding, diluted 81,429,044 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. |
Condensed Consolidating Statement of Comprehensive Income | CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Three Months Ended September 30, 2018 (dollars in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net income $ 35,218 $ 41,283 $ — $ 22,341 $ 54,708 $ (118,322 ) $ 35,228 Other comprehensive income (loss): Unrealized gain (loss), net of tax: Foreign currency translation (loss) gain — (857 ) — 610 182 — (65 ) Unrealized gain on cash flow hedges — 2,000 — 10 — — 2,010 Total other comprehensive income — 1,143 — 620 182 — 1,945 Comprehensive income 35,218 42,426 — 22,961 54,890 (118,322 ) 37,173 Comprehensive income attributable to noncontrolling interest — — — — (10 ) — (10 ) Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 35,218 $ 42,426 $ — $ 22,961 $ 54,880 $ (118,322 ) $ 37,163 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Three Months Ended September 30, 2017 (dollars in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net income $ 15,142 $ 49,145 $ — $ 35,827 $ 36,568 $ (121,613 ) $ 15,069 Other comprehensive income (loss): Unrealized gain (loss), net of tax: Foreign currency translation (loss) gain — (1,352 ) — 1,335 429 — 412 Unrealized gain (loss) on cash flow hedges — 4,964 — (307 ) — — 4,657 Total other comprehensive income — 3,612 — 1,028 429 — 5,069 Comprehensive income 15,142 52,757 — 36,855 36,997 (121,613 ) 20,138 Comprehensive income attributable to noncontrolling interest — — — — 26 — 26 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 15,142 $ 52,757 $ — $ 36,855 $ 37,023 $ (121,613 ) $ 20,164 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2018 (dollars in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net income $ 298,476 $ 320,082 $ — $ 229,310 $ 195,844 $ (745,214 ) $ 298,498 Other comprehensive income (loss): Unrealized gain (loss), net of tax: Foreign currency translation gain (loss) — 1,048 — (926 ) (300 ) — (178 ) Unrealized gain on cash flow hedges — 15,238 — 8 — — 15,246 Total other comprehensive income (loss) — 16,286 — (918 ) (300 ) — 15,068 Comprehensive income 298,476 336,368 — 228,392 195,544 (745,214 ) 313,566 Comprehensive income attributable to noncontrolling interest — — — — (22 ) — (22 ) Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 298,476 $ 336,368 $ — $ 228,392 $ 195,522 $ (745,214 ) $ 313,544 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2017 (dollars in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net income $ 54,485 $ 102,474 $ — $ 115,617 $ 40,592 $ (258,772 ) $ 54,396 Other comprehensive income (loss): Unrealized gain (loss), net of tax: Foreign currency translation (loss) gain — (2,718 ) — 2,466 804 — 552 Unrealized gain (loss) on cash flow hedges — 5,977 — (495 ) — — 5,482 Total other comprehensive income — 3,259 — 1,971 804 — 6,034 Comprehensive income 54,485 105,733 — 117,588 41,396 (258,772 ) 60,430 Comprehensive loss attributable to noncontrolling interest — — — — 42 — 42 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 54,485 $ 105,733 $ — $ 117,588 $ 41,438 $ (258,772 ) $ 60,472 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. |
Condensed Consolidating Statement of Cash Flows | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2018 (in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net cash provided by operating activities $ 271,511 $ — $ — $ 1,296 $ 10,217 $ — $ 283,024 Cash flows from investing activities: Acquisition of real estate — — — (54,715 ) (184,286 ) — (239,001 ) Origination and fundings of loans receivable — — — (2,650 ) (38,798 ) — (41,448 ) Origination and fundings of preferred equity investments — — — (5,285 ) — — (5,285 ) Additions to real estate (40 ) — — (5,763 ) (15,892 ) — (21,695 ) Repayments of loans receivable — — — 6,534 41,748 — 48,282 Repayments of preferred equity investments — — — 6,491 — — 6,491 Investment in unconsolidated JV — — — — (354,461 ) — (354,461 ) Net proceeds from the sales of real estate — — — 233,703 57,161 — 290,864 Distribution from subsidiaries 5,421 5,421 — — — (10,842 ) — Intercompany financing (369,732 ) (347,720 ) — — — 717,452 — Net cash (used in) provided by investing activities (364,351 ) (342,299 ) — 178,315 (494,528 ) 706,610 (316,253 ) Cash flows from financing activities: Net borrowings from revolving credit facility — (22,000 ) — — — — (22,000 ) Principal payments on secured debt — — — — (3,202 ) — (3,202 ) Payments of deferred financing costs — (12 ) — — — — (12 ) Distributions to noncontrolling interest — — — — (107 ) — (107 ) Preferred stock redemption (143,750 ) — — — — — (143,750 ) Issuance of common stock, net (499 ) — — — — — (499 ) Dividends paid on common and preferred stock (244,978 ) — — — — — (244,978 ) Distribution to parent — (5,421 ) — — (5,421 ) 10,842 — Intercompany financing — 369,732 — (123,418 ) 471,138 (717,452 ) — Net cash (used in) provided by financing activities (389,227 ) 342,299 — (123,418 ) 462,408 (706,610 ) (414,548 ) Net (decrease) increase in cash, cash equivalents and restricted cash (482,067 ) — — 56,193 (21,903 ) — (447,777 ) Effect of foreign currency translation on cash, cash equivalents and restricted cash — — — (82 ) (74 ) — (156 ) Cash, cash equivalents and restricted cash, beginning of period 511,670 — — 37,359 38,420 — 587,449 Cash, cash equivalents and restricted cash, end of period $ 29,603 $ — $ — $ 93,470 $ 16,443 $ — $ 139,516 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2017 (in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net cash provided by operating activities $ 40,567 $ — $ — $ 6,103 $ 6,588 $ — $ 53,258 Cash flows from investing activities: Acquisition of real estate — — — (393,064 ) — — (393,064 ) Cash received in CCP Merger 77,858 — — — — — 77,858 Origination and fundings of loans receivable — — — (1,488 ) (4,154 ) — (5,642 ) Origination and fundings of preferred equity investments — — — (2,713 ) — — (2,713 ) Additions to real estate (22 ) — — (2,847 ) (364 ) — (3,233 ) Repayments of loans receivable — — — 2,221 6,489 — 8,710 Repayments of preferred equity investments — — — 3,239 — — 3,239 Net proceeds from the sale of real estate — — — 11,328 395 — 11,723 Distribution from subsidiaries 2,474 2,474 — — — (4,948 ) — Intercompany financing (346,044 ) (374,728 ) — — — 720,772 — Net cash (used in) provided by investing activities (265,734 ) (372,254 ) — (383,324 ) 2,366 715,824 (303,122 ) Cash flows from financing activities: Net repayments of revolving credit facility — (137,000 ) — — — — (137,000 ) Proceeds from term loans — 181,000 — — — — 181,000 Principal payments on secured debt — — — — (3,094 ) — (3,094 ) Payments of deferred financing costs — (15,316 ) — — — — (15,316 ) Issuance of common stock, net 319,026 — — — — — 319,026 Dividends paid on common and preferred stock (86,813 ) — — — — — (86,813 ) Distribution to parent — (2,474 ) — — (2,474 ) 4,948 — Intercompany financing — 346,044 — 377,458 (2,730 ) (720,772 ) — Net cash provided by (used in) financing activities 232,213 372,254 — 377,458 (8,298 ) (715,824 ) 257,803 Net increase in cash, cash equivalents and restricted cash 7,046 — — 237 656 — 7,939 Effect of foreign currency translation on cash, cash equivalents and restricted cash — — — 83 675 — 758 Cash, cash equivalents and restricted cash, beginning of period 18,168 — — 2,732 13,765 — 34,665 Cash, cash equivalents and restricted cash, end of period $ 25,214 $ — $ — $ 3,052 $ 15,096 $ — $ 43,362 (1) The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes. (4) The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes. |
PRO FORMA FINANCIAL INFORMATI_2
PRO FORMA FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Pro Forma Information | The pro forma information follows (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended September 30, 2017 Revenues $ 162,128 $ 480,287 Net income attributable to common stockholders 37,823 209,674 Net income attributable to common stockholders, per: Basic common share $ 0.24 $ 1.31 Diluted common share $ 0.24 $ 1.31 Weighted-average number of common shares outstanding, basic 160,189,442 159,685,873 Weighted-average number of common shares outstanding, diluted 160,457,904 159,964,071 |
BUSINESS (Details)
BUSINESS (Details) - $ / shares | Aug. 17, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
Business [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Care Capital Properties | |||
Business [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Shares of Sabra common stock issued per share of CCP common stock (in shares) | 1.123 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Principles of Consolidation and Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2018variable_interest_entityInvestment | |
Variable Interest Entity [Line Items] | |
Number of investments in loans accounted for as real estate joint ventures | Investment | 0 |
Primary Beneficiary | |
Variable Interest Entity [Line Items] | |
Number of VIEs | 3 |
Exchange Accommodation Titleholder | Primary Beneficiary | |
Variable Interest Entity [Line Items] | |
Number of VIEs | 2 |
Skilled Nursing Transitional Care Facilities | Primary Beneficiary | |
Variable Interest Entity [Line Items] | |
Number of VIEs | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investment in Unconsolidated Joint Venture (Details) $ in Thousands | Jan. 02, 2018USD ($)Propertydirector | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Schedule of Equity Method Investments [Line Items] | |||
Investment in joint venture | $ 344,341 | $ 0 | |
Enlivant Joint Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of properties | Property | 172 | ||
Enlivant Joint Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Cash contributed to acquire equity interests | $ 352,700 | ||
Equity interest in joint venture | 49.00% | ||
Outstanding indebtedness | $ 791,300 | ||
Net working capital | 22,900 | ||
Aggregate portfolio value | $ 1,490,000 | ||
Number of directors appointed by Sabra | director | 3 | ||
Number of directors on board | director | 7 | ||
Investment in joint venture | $ 344,300 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Investment in Direct Financing Lease (Details) - Skilled Nursing Transitional Care Facilities $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018USD ($)Property | Sep. 30, 2018USD ($)Property | |
Lessor, Lease, Description [Line Items] | ||
Net investment in direct financing lease | $ 23.3 | $ 23.3 |
Number of properties in direct financing lease | Property | 1 | 1 |
Lease income | $ 0.6 | $ 1.9 |
Minimum lease payments contractually due under direct financing leases | ||
Due for the remainder of 2018 | 0.5 | 0.5 |
Due in 2019 | 2.2 | 2.2 |
Due in 2020 | 2.3 | 2.3 |
Due in 2021 | $ 2.1 | $ 2.1 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Cash Flows Due to Adoption of ASU 2016-15 (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net cash provided by operating activities | $ 283,024 | $ 53,258 | ||
Net increase in balance | (447,777) | 7,939 | ||
Balance | $ 139,516 | 43,362 | $ 587,449 | $ 34,665 |
As Previously Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net cash provided by operating activities | 49,771 | |||
Net increase in balance | 4,452 | |||
Balance | $ 30,873 | $ 25,663 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recently Issued Accounting Update (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Cumulative effect of ASU 2017-12 adoption | $ 0 |
Accumulated Other Comprehensive Income (Loss) | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Cumulative effect of ASU 2017-12 adoption | 795 |
Accumulated Other Comprehensive Income (Loss) | Accounting Standards Update 2017-12 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Cumulative effect of ASU 2017-12 adoption | 800 |
Cumulative Distributions in Excess of Net Income | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Cumulative effect of ASU 2017-12 adoption | (795) |
Cumulative Distributions in Excess of Net Income | Accounting Standards Update 2017-12 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Cumulative effect of ASU 2017-12 adoption | $ (800) |
CCP MERGER AND RECENT REAL ES_3
CCP MERGER AND RECENT REAL ESTATE ACQUISITIONS - Narrative (Details) $ in Thousands | Aug. 17, 2017USD ($) | Aug. 17, 2017USD ($)Property | Aug. 17, 2017USD ($)shares | Aug. 17, 2017USD ($)direct_financing_lease_property | Aug. 17, 2017USD ($)firm | Aug. 17, 2017USD ($)Investment | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Facilitiy | Sep. 30, 2017USD ($)Facilitiy |
Care Capital Properties | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares of Sabra common stock issued per share of CCP common stock (in shares) | shares | 1.123 | |||||||||
Shares of common stock issued in merger (in shares) | shares | 94,000,000 | |||||||||
Number of acquired properties | Property | 330 | |||||||||
Number of loan receivable investments acquired | Investment | 18 | |||||||||
Number of specialty valuation firms | firm | 1 | |||||||||
Fair value of consideration exchanged or assumed | $ 2,052,578 | $ 2,052,578 | $ 2,052,578 | $ 2,052,578 | $ 2,052,578 | $ 2,052,578 | ||||
Care Capital Properties | Lease Intangible Assets and Liabilities | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted average amortization period of finite-lived intangible assets | 10 years | |||||||||
Weighted average amortization period of finite-lived intangible liabilities | 10 years | |||||||||
Care Capital Properties | Skilled Nursing/Transitional Care | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of acquired properties | 296 | 1 | ||||||||
Care Capital Properties | Senior Housing Facilities | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of acquired properties | Property | 13 | |||||||||
Care Capital Properties | Specialty Hospitals and Other | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of acquired properties | Property | 21 | |||||||||
Recent Real Estate Acquisitions | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fair value of consideration exchanged or assumed | $ 239,001 | $ 393,064 | $ 239,001 | $ 393,064 | ||||||
Total revenues | 11,200 | 1,500 | 31,500 | 1,600 | ||||||
Net income attributable to common stockholders | $ 3,200 | $ 1,400 | $ 9,300 | $ 1,400 | ||||||
Recent Real Estate Acquisitions | Tenant Origination and Absorption Costs | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted average amortization period of finite-lived intangible assets | 13 years | 13 years | ||||||||
Recent Real Estate Acquisitions | Tenant Relationship | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted average amortization period of finite-lived intangible assets | 22 years | 23 years | ||||||||
Recent Real Estate Acquisitions | Skilled Nursing/Transitional Care | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of acquired properties | Facilitiy | 2 | 21 | ||||||||
Recent Real Estate Acquisitions | Senior Housing Facilities | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of acquired properties | Facilitiy | 7 | 1 | ||||||||
Recent Real Estate Acquisitions | Senior Housing - Managed | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of acquired properties | Facilitiy | 11 |
CCP MERGER AND RECENT REAL ES_4
CCP MERGER AND RECENT REAL ESTATE ACQUISITIONS - Purchase Price Allocation for CCP Merger (Details) - Care Capital Properties $ in Thousands | Aug. 17, 2017USD ($) |
Business Acquisition [Line Items] | |
Real estate investments | $ 3,727,310 |
Loans receivable and other investments | 58,244 |
Cash and cash equivalents | 77,859 |
Restricted cash | 779 |
Lease intangible assets, net | 145,786 |
Accounts receivable, prepaid expenses and other assets, net | 35,873 |
Secured debt, net | (98,500) |
Revolving credit facility | (362,000) |
Unsecured term loans | (674,000) |
Senior unsecured notes, net | (616,873) |
Accounts payable and accrued liabilities | (134,802) |
Lease intangible liabilities, net | (102,643) |
Noncontrolling interests | (4,455) |
Total consideration | $ 2,052,578 |
CCP MERGER AND RECENT REAL ES_5
CCP MERGER AND RECENT REAL ESTATE ACQUISITIONS - Purchase Price Allocation for Recent Real Estate Acquisitions (Details) - Recent Real Estate Acquisitions - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||
Land | $ 28,089 | $ 55,579 |
Building and improvements | 208,678 | 329,462 |
Total consideration | 239,001 | 393,064 |
Tenant Origination and Absorption Costs | ||
Business Acquisition [Line Items] | ||
Tenant intangible assets | 1,669 | 6,143 |
Tenant Relationship | ||
Business Acquisition [Line Items] | ||
Tenant intangible assets | $ 565 | $ 1,880 |
REAL ESTATE PROPERTIES HELD F_3
REAL ESTATE PROPERTIES HELD FOR INVESTMENT - Real Estate Properties Held for Investment (Details) $ in Thousands | Sep. 30, 2018USD ($)BedFacilitiy | Dec. 31, 2017USD ($)BedFacilitiy |
Real Estate Properties [Line Items] | ||
Building and improvements | $ 5,506,855 | $ 5,449,415 |
Furniture and equipment | 239,146 | 232,889 |
Land improvements | 2,156 | 3,456 |
Land | 646,658 | 649,095 |
Total Real Estate at Cost | 6,394,815 | 6,334,855 |
Accumulated Depreciation | (419,225) | (340,423) |
Total Real Estate Investments, Net | $ 5,975,590 | $ 5,994,432 |
Operating Segments | ||
Real Estate Properties [Line Items] | ||
Number of Properties | Facilitiy | 487 | 507 |
Number of Beds/Units | Bed | 49,954 | 53,558 |
Total Real Estate at Cost | $ 6,394,182 | $ 6,334,262 |
Accumulated Depreciation | (418,921) | (340,154) |
Total Real Estate Investments, Net | $ 5,975,261 | $ 5,994,108 |
Operating Segments | Skilled Nursing/Transitional Care | ||
Real Estate Properties [Line Items] | ||
Number of Properties | Facilitiy | 350 | 384 |
Number of Beds/Units | Bed | 39,848 | 43,223 |
Total Real Estate at Cost | $ 4,236,602 | $ 4,364,387 |
Accumulated Depreciation | (251,287) | (209,039) |
Total Real Estate Investments, Net | $ 3,985,315 | $ 4,155,348 |
Operating Segments | Senior Housing - Leased | ||
Real Estate Properties [Line Items] | ||
Number of Properties | Facilitiy | 91 | 88 |
Number of Beds/Units | Bed | 7,309 | 8,137 |
Total Real Estate at Cost | $ 1,227,305 | $ 1,166,687 |
Accumulated Depreciation | (121,289) | (102,370) |
Total Real Estate Investments, Net | $ 1,106,016 | $ 1,064,317 |
Operating Segments | Senior Housing - Managed | ||
Real Estate Properties [Line Items] | ||
Number of Properties | Facilitiy | 24 | 13 |
Number of Beds/Units | Bed | 1,712 | 1,113 |
Total Real Estate at Cost | $ 311,782 | $ 189,120 |
Accumulated Depreciation | (18,458) | (12,125) |
Total Real Estate Investments, Net | $ 293,324 | $ 176,995 |
Operating Segments | Specialty Hospitals and Other | ||
Real Estate Properties [Line Items] | ||
Number of Properties | Facilitiy | 22 | 22 |
Number of Beds/Units | Bed | 1,085 | 1,085 |
Total Real Estate at Cost | $ 618,493 | $ 614,068 |
Accumulated Depreciation | (27,887) | (16,620) |
Total Real Estate Investments, Net | 590,606 | 597,448 |
Corporate Level | ||
Real Estate Properties [Line Items] | ||
Total Real Estate at Cost | 633 | 593 |
Accumulated Depreciation | (304) | (269) |
Total Real Estate Investments, Net | $ 329 | $ 324 |
REAL ESTATE PROPERTIES HELD F_4
REAL ESTATE PROPERTIES HELD FOR INVESTMENT - Operating Leases (Details) | Aug. 27, 2018USD ($)Facilitiy | Sep. 30, 2018USD ($)Facilitiy | Sep. 30, 2018USD ($)Facilitiy | Sep. 30, 2017USD ($) | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($) |
Real Estate Properties [Line Items] | ||||||
Security deposit liability | $ 14,300,000 | $ 14,300,000 | $ 20,300,000 | |||
Letters of credit deposited | 89,000,000 | 89,000,000 | 96,000,000 | |||
Tenant deposits for future real estate taxes, insurance expenditures, and tenant improvements | 20,900,000 | 20,900,000 | 28,300,000 | |||
Reserve for unpaid cash rents | 1,200,000 | 1,200,000 | 3,200,000 | |||
Reserve for accumulated straight-line rental income | $ 7,900,000 | 7,900,000 | $ 12,400,000 | |||
Straight-line rent recorded | $ 34,404,000 | $ 18,260,000 | ||||
Genesis | ||||||
Real Estate Properties [Line Items] | ||||||
Number of properties | Facilitiy | 26 | 26 | ||||
Reduction of annual base rent payable under operating leases | $ 19,000,000 | |||||
Number of facilities expected to be sold | Facilitiy | 18 | 18 | ||||
Number of facilities expected to be retained | Facilitiy | 8 | 8 | ||||
Senior Care Centers | ||||||
Real Estate Properties [Line Items] | ||||||
Aggregate sale price of facility | $ 405,000,000 | |||||
Potential earnout opportunity | 27,500,000 | |||||
Shortfall in cash rents | $ 1,900,000 | |||||
Straight-line rent recorded | $ 0 | |||||
Annual lease rent prior to termination | $ 58,500,000 | |||||
Minimum | ||||||
Real Estate Properties [Line Items] | ||||||
Lease expiration period | 1 year | |||||
Maximum | ||||||
Real Estate Properties [Line Items] | ||||||
Lease expiration period | 15 years | |||||
Weighted Average | ||||||
Real Estate Properties [Line Items] | ||||||
Weighted average lease expiration period | 9 years | |||||
Disposed of by Sale | Genesis | ||||||
Real Estate Properties [Line Items] | ||||||
Number of facilities sold | Facilitiy | 28 | |||||
Skilled Nursing Transitional Care Facilities | Senior Care Centers | ||||||
Real Estate Properties [Line Items] | ||||||
Number of facilities expected to be sold | Facilitiy | 36 | |||||
Senior Housing Facilities | Senior Care Centers | ||||||
Real Estate Properties [Line Items] | ||||||
Number of facilities expected to be sold | Facilitiy | 2 | |||||
Senior Housing - Managed Communities | Operating Segments | ||||||
Real Estate Properties [Line Items] | ||||||
Number of properties | Facilitiy | 24 | 24 |
REAL ESTATE PROPERTIES HELD F_5
REAL ESTATE PROPERTIES HELD FOR INVESTMENT - Future Minimum Rental Payments Receivable for Properties Held for Investment Under Non-Cancelable Operating Leases (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
October 1 through December 31, 2018 | $ 116,525 |
2,019 | 472,146 |
2,020 | 462,598 |
2,021 | 459,309 |
2,022 | 456,750 |
Thereafter | 2,807,313 |
Total | $ 4,774,641 |
DISPOSITIONS (Details)
DISPOSITIONS (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Facilitiy | Sep. 30, 2017USD ($)Facilitiy | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Real estate impairment | $ 0 | $ 0 | $ 1,413 | $ 0 |
2018 Dispositions | Dispositions | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Aggregate sale price of facility | 290,900 | 290,900 | ||
Carrying value of assets and liabilities of facility | $ 148,500 | 148,500 | ||
Net gain on sale | $ 142,400 | |||
2018 Dispositions | Skilled Nursing Transitional Care Facilities | Dispositions | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of facilities sold | Facilitiy | 36 | |||
Net income from facilities | $ 12,500 | $ 24,900 | ||
2018 Dispositions | Senior Housing Facilities | Dispositions | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of facilities sold | Facilitiy | 4 | |||
Real estate impairment | $ 500 | |||
Number of facilities sold with related impairment | Facilitiy | 1 | |||
2017 Disposition | Dispositions | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of facilities sold | Facilitiy | 4 | |||
Aggregate sale price of facility | 11,700 | $ 11,700 | ||
Carrying value of assets and liabilities of facility | $ 7,100 | 7,100 | ||
Net gain on sale | 4,600 | |||
2017 Disposition | Skilled Nursing Transitional Care Facilities | Dispositions | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net income from facilities | $ 300 |
LOANS RECEIVABLE AND OTHER IN_3
LOANS RECEIVABLE AND OTHER INVESTMENTS - Composition of Loans Receivable and Other Investments (Details) $ in Thousands | Sep. 30, 2018USD ($)loan | Dec. 31, 2017USD ($) |
Loans Receivable: | ||
Quantity | loan | 22 | |
Loans receivable | $ 89,767 | $ 91,280 |
Book Value | $ 64,504 | 66,004 |
Weighted Average Contractual Interest Rate / Rate of Return | 8.80% | |
Weighted Average Annualized Effective Interest Rate / Rate of Return | 10.10% | |
Loan loss reserve | $ (1,249) | (97) |
Loans receivable, net amount | $ 63,255 | 65,907 |
Other Investments: | ||
Quantity | loan | 11 | |
Principal Balance | $ 46,616 | 48,035 |
Book Value | $ 47,096 | 48,483 |
Weighted Average Contractual Interest Rate / Rate of Return | 12.10% | |
Weighted Average Annualized Effective Interest Rate / Rate of Return | 12.10% | |
Total Quantity | loan | 33 | |
Total Principal Balance | $ 136,383 | |
Total Book Value | $ 110,351 | 114,390 |
Total Weighted Average Contractual Interest Rate / Rate of Return | 9.90% | |
Total Weighted Average Annualized Effective Interest Rate / Rate of Return | 10.90% | |
Mortgage | ||
Loans Receivable: | ||
Quantity | loan | 1 | |
Loans receivable | $ 16,525 | |
Book Value | $ 16,525 | 12,351 |
Weighted Average Contractual Interest Rate / Rate of Return | 10.00% | |
Weighted Average Annualized Effective Interest Rate / Rate of Return | 10.00% | |
Construction | ||
Loans Receivable: | ||
Quantity | loan | 2 | |
Loans receivable | $ 4,266 | |
Book Value | $ 4,329 | 2,733 |
Weighted Average Contractual Interest Rate / Rate of Return | 8.00% | |
Weighted Average Annualized Effective Interest Rate / Rate of Return | 7.70% | |
Mezzanine | ||
Loans Receivable: | ||
Quantity | loan | 1 | |
Loans receivable | $ 25,000 | |
Book Value | $ 2,291 | 10,239 |
Weighted Average Contractual Interest Rate / Rate of Return | 10.00% | |
Weighted Average Annualized Effective Interest Rate / Rate of Return | 41.90% | |
Pre-development | ||
Loans Receivable: | ||
Quantity | loan | 1 | |
Loans receivable | $ 2,357 | |
Book Value | $ 2,357 | 2,357 |
Weighted Average Contractual Interest Rate / Rate of Return | 9.00% | |
Weighted Average Annualized Effective Interest Rate / Rate of Return | 9.00% | |
Other | ||
Loans Receivable: | ||
Quantity | loan | 17 | |
Loans receivable | $ 41,619 | |
Book Value | $ 39,002 | $ 38,324 |
Weighted Average Contractual Interest Rate / Rate of Return | 7.70% | |
Weighted Average Annualized Effective Interest Rate / Rate of Return | 8.60% |
LOANS RECEIVABLE AND OTHER IN_4
LOANS RECEIVABLE AND OTHER INVESTMENTS - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018USD ($)loan | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)loan | Sep. 30, 2017USD ($)loan | Dec. 31, 2017USD ($)loan | Aug. 17, 2017USD ($)loan | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Number of loans receivable instruments acquired | loan | 22 | 22 | ||||
Principal balance | $ 89,767,000 | $ 89,767,000 | $ 91,280,000 | |||
Loan loss reserve | $ 1,249,000 | $ 1,249,000 | 97,000 | |||
Number of loans receivable considered to be impaired | loan | 1 | 1 | ||||
Principal balance of impaired loan receivable | $ 1,300,000 | $ 1,300,000 | 1,400,000 | |||
Number of loans accruing interest and more than 90 days past due | loan | 3 | 3 | ||||
Aggregate book value of receivables accruing interest more than 90 days past due | $ 7,000,000 | $ 7,000,000 | ||||
Portfolio-Based Loans Receivable | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Increase (decrease) in portfolio-based loan loss reserve | 300,000 | $ (32,000) | 600,000 | $ (300,000) | ||
Loan loss reserve | 700,000 | 700,000 | 100,000 | |||
Specific Loans | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Loan loss reserve in period | 600,000 | $ 3,000,000 | 600,000 | $ 4,800,000 | ||
Loan loss reserve | $ 600,000 | $ 600,000 | $ 0 | |||
Number of loans on which provision for losses were recorded | loan | 4 | |||||
Number of loans written off in period | loan | 2 | |||||
Nonperforming Financial Instruments | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Number of loans receivable on nonaccrual status | loan | 2 | 2 | 1 | |||
Book value of loans receivable on nonaccrual status | $ 1,300,000 | $ 1,300,000 | $ 0 | |||
Care Capital Properties | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Number of loans receivable instruments acquired | loan | 18 | |||||
Principal balance | $ 83,300,000 | |||||
Fair value of loans receivable | $ 58,200,000 | |||||
Care Capital Properties | Receivables Acquired with Deteriorated Credit Quality | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Number of loans receivable instruments acquired | loan | 8 | |||||
Principal balance | $ 36,300,000 | |||||
Fair value of loans receivable | 11,300,000 | |||||
Accretable yield | $ 3,500,000 | |||||
Number of loans repaid in full | loan | 1 | 1 | ||||
Book value of loans receivable | $ 4,500,000 | $ 4,500,000 | $ 10,000,000 |
LOANS RECEIVABLE AND OTHER IN_5
LOANS RECEIVABLE AND OTHER INVESTMENTS - Changes in the Accretable Yield (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield Movement Schedule [Roll Forward] | ||
Accretable yield, beginning of period | $ 1,081 | $ 2,483 |
Accretion recognized in earnings | (348) | (2,477) |
Net reclassification from nonaccretable difference | 0 | 727 |
Accretable yield, end of period | $ 733 | $ 733 |
DEBT - Secured Debt (Details)
DEBT - Secured Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Deferred financing costs, net | $ 17,666 | |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Fixed rate, principal amount | 157,012 | $ 160,702 |
Variable rate, principal amount | 98,500 | 98,500 |
Total principal amount | $ 255,512 | 259,202 |
Weighted average effective interest rate | 3.95% | |
Deferred financing costs, net | $ 2,685 | $ 2,800 |
Secured Debt | Fixed Rate | ||
Debt Instrument [Line Items] | ||
Weighted average effective interest rate | 3.87% | |
Secured Debt | Variable Rate | ||
Debt Instrument [Line Items] | ||
Weighted average effective interest rate | 4.06% |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Aug. 17, 2017USD ($)extension_option | Sep. 30, 2018USD ($)instrument | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)instrument | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Aug. 17, 2017CAD ($)extension_option | Aug. 10, 2016USD ($)agreement | Aug. 10, 2016CAD ($)agreement | Jun. 10, 2015CAD ($) |
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | $ 0 | $ 553,000 | $ 0 | $ 553,000 | ||||||
Amount outstanding under credit facility | 619,000,000 | 619,000,000 | $ 641,000,000 | |||||||
Interest expense | 37,305,000 | 24,568,000 | 109,880,000 | 56,218,000 | ||||||
Non-cash interest expense | 2,600,000 | 2,000,000 | 7,500,000 | 5,300,000 | ||||||
Accrued interest | 15,600,000 | 15,600,000 | 24,700,000 | |||||||
Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount of debt | $ 255,512,000 | $ 255,512,000 | $ 259,202,000 | |||||||
5.5% Senior Unsecured Notes due 2021 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 5.50% | 5.50% | ||||||||
5.375% Senior Unsecured Notes due 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 5.375% | 5.375% | ||||||||
5.125% Senior Unsecured Notes due 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 5.125% | 5.125% | ||||||||
5.38% Senior Unsecured Notes due 2027 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 5.38% | 5.38% | ||||||||
Prior Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | $ 600,000 | $ 600,000 | ||||||||
Credit Agreement | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing capacity | $ 1,000,000,000 | |||||||||
Borrowing capacity in certain foreign currencies (up to) | $ 175,000,000 | |||||||||
Number of extension options | extension_option | 2 | 2 | ||||||||
Extension period | 6 months | |||||||||
Interest rate | 3.51% | 3.51% | ||||||||
Credit Agreement | Revolving Credit Facility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Annum percent unused borrowing fee | 0.125% | |||||||||
Credit Agreement | Revolving Credit Facility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Annum percent unused borrowing fee | 0.30% | |||||||||
Credit Agreement | Revolving Credit Facility | LIBOR | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.875% | |||||||||
Credit Agreement | Revolving Credit Facility | LIBOR | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.65% | |||||||||
Credit Agreement | Revolving Credit Facility | Prime Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.50% | |||||||||
Credit Agreement | Revolving Credit Facility | Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.00% | |||||||||
Credit Agreement | Revolving Credit Facility | Base Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.00% | |||||||||
Credit Agreement | Revolving Credit Facility | Base Rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.65% | |||||||||
Credit Agreement | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing capacity | $ 2,500,000,000 | |||||||||
U.S. Dollar Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount of debt | $ 245,000,000 | |||||||||
U.S. Dollar Term Loan | Interest Rate Swap | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fixed interest rate under swap | 0.90% | 0.90% | ||||||||
Number of derivative agreements | agreement | 2 | 2 | ||||||||
U.S. Dollar Term Loan | LIBOR | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.90% | |||||||||
U.S. Dollar Term Loan | LIBOR | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.90% | |||||||||
U.S. Dollar Term Loan | Base Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.00% | |||||||||
U.S. Dollar Term Loan | Base Rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.90% | |||||||||
U.S. Dollar Term Loan | CDOR | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.90% | |||||||||
U.S. Dollar Term Loan | CDOR | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.90% | |||||||||
U.S. Dollar Term Loan | Redemption Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount of debt | $ 1,100,000,000 | |||||||||
U.S. Dollar Term Loan | Redemption Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount of debt | 200,000,000 | |||||||||
Canadian Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount of debt | $ 125,000,000 | $ 35,000,000 | ||||||||
Canadian Term Loan | Interest Rate Swap | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fixed interest rate under swap | 0.93% | 0.93% | ||||||||
Number of derivative agreements | agreement | 1 | 1 | ||||||||
Revolving Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount outstanding under credit facility | $ 619,000,000 | $ 619,000,000 | ||||||||
Available borrowing capacity | $ 381,000,000 | $ 381,000,000 | ||||||||
Prior Canadian Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount of debt | $ 90,000,000 | |||||||||
Fixed interest rate under swap | 1.59% | |||||||||
Care Capital Properties | Interest Rate Swap | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fixed interest rate under swap | 1.31% | 1.31% | ||||||||
Number of derivative agreements | instrument | 8 | 8 | ||||||||
Care Capital Properties | Variable Rate Term Loan | Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount of debt | $ 98,500,000 | |||||||||
Care Capital Properties | Variable Rate Term Loan | Secured Debt | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.80% | |||||||||
Care Capital Properties | U.S. Dollar Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount of debt | $ 600,000,000 | $ 600,000,000 |
DEBT - Senior Unsecured Notes (
DEBT - Senior Unsecured Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Premium, net | $ 14,860 | |
Deferred financing costs | 17,666 | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal balance | 1,300,000 | $ 1,300,000 |
Premium, net | 14,860 | 15,900 |
Deferred financing costs | 7,740 | 9,600 |
Senior Notes | 5.5% Senior Unsecured Notes due 2021 | ||
Debt Instrument [Line Items] | ||
Principal balance | 500,000 | 500,000 |
Senior Notes | 5.375% Senior Unsecured Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Principal balance | 200,000 | 200,000 |
Senior Notes | 5.125% Senior Unsecured Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Principal balance | 500,000 | 500,000 |
Senior Notes | 5.38% Senior Unsecured Notes due 2027 | ||
Debt Instrument [Line Items] | ||
Principal balance | $ 100,000 | $ 100,000 |
DEBT - Schedule of Maturities f
DEBT - Schedule of Maturities for Outstanding Debt (Details) $ in Thousands | Aug. 17, 2017extension_option | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||
October 1 through December 31, 2018 | $ 1,085 | ||
2,019 | 102,930 | ||
2,020 | 204,578 | ||
2,021 | 1,139,039 | ||
2,022 | 1,001,173 | ||
Thereafter | 922,595 | ||
Total Debt | 3,371,400 | ||
Premium, net | 14,860 | ||
Deferred financing costs, net | (17,666) | ||
Total Debt, Net | 3,368,594 | ||
Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Number of extension options | extension_option | 2 | ||
Extension period | 6 months | ||
Secured Indebtedness | |||
Debt Instrument [Line Items] | |||
October 1 through December 31, 2018 | 1,085 | ||
2,019 | 102,930 | ||
2,020 | 4,578 | ||
2,021 | 20,039 | ||
2,022 | 4,285 | ||
Thereafter | 122,595 | ||
Total Debt | 255,512 | ||
Premium, net | 0 | ||
Deferred financing costs, net | (2,685) | $ (2,800) | |
Total Debt, Net | 252,827 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
October 1 through December 31, 2018 | 0 | ||
2,019 | 0 | ||
2,020 | 0 | ||
2,021 | 619,000 | ||
2,022 | 0 | ||
Thereafter | 0 | ||
Total Debt | 619,000 | ||
Premium, net | 0 | ||
Deferred financing costs, net | 0 | ||
Total Debt, Net | 619,000 | ||
Term Loans | |||
Debt Instrument [Line Items] | |||
October 1 through December 31, 2018 | 0 | ||
2,019 | 0 | ||
2,020 | 200,000 | ||
2,021 | 0 | ||
2,022 | 996,888 | ||
Thereafter | 0 | ||
Total Debt | 1,196,888 | ||
Premium, net | 0 | ||
Deferred financing costs, net | (7,241) | ||
Total Debt, Net | 1,189,647 | ||
Senior Notes | |||
Debt Instrument [Line Items] | |||
October 1 through December 31, 2018 | 0 | ||
2,019 | 0 | ||
2,020 | 0 | ||
2,021 | 500,000 | ||
2,022 | 0 | ||
Thereafter | 800,000 | ||
Total Debt | 1,300,000 | ||
Premium, net | 14,860 | 15,900 | |
Deferred financing costs, net | (7,740) | $ (9,600) | |
Total Debt, Net | $ 1,307,120 |
DERIVATIVE AND HEDGING INSTRU_3
DERIVATIVE AND HEDGING INSTRUMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Derivative [Line Items] | ||||
Interest expense | $ 37,305,000 | $ 24,568,000 | $ 109,880,000 | $ 56,218,000 |
Cash Flow Hedges | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Unrealized gains (losses) recognized in other income | 0 | (30,000) | 0 | (100,000) |
Designated as Hedging Instrument | Cash Flow Hedges | ||||
Derivative [Line Items] | ||||
Gains included in accumulated other comprehensive loss which are expected to be reclassified into earnings in the next 12 months | 8,800,000 | |||
Not Designated as Hedging Instrument | Cross Currency Interest Rate Swaps | ||||
Derivative [Line Items] | ||||
Other expense related to derivatives | 11,000 | $ 0 | 11,000 | $ 8,000 |
Fair value of derivative asset | $ 22,000 | $ 22,000 |
DERIVATIVE AND HEDGING INSTRU_4
DERIVATIVE AND HEDGING INSTRUMENTS - Notional Amount of Derivatives Instruments (Details) - Cross Currency Interest Rate Swaps $ in Thousands, $ in Thousands | Sep. 30, 2018USD ($) | Sep. 30, 2018CAD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017CAD ($) |
Designated as Hedging Instrument | Cash Flow Hedges | ||||
Derivative [Line Items] | ||||
Notional amount | $ 845,000 | $ 125,000 | $ 845,000 | $ 125,000 |
Designated as Hedging Instrument | Net Investment Hedges | ||||
Derivative [Line Items] | ||||
Notional amount | 55,425 | 56,300 | ||
Notional amount | 125,000 | 125,000 | ||
Not Designated as Hedging Instrument | Net Investment Hedges | ||||
Derivative [Line Items] | ||||
Notional amount | $ 875 | $ 0 |
DERIVATIVE AND HEDGING INSTRU_5
DERIVATIVE AND HEDGING INSTRUMENTS - Derivative and Financial Instruments Designated as Hedging Instruments (Details) $ in Thousands | Sep. 30, 2018USD ($)instrument | Dec. 31, 2017USD ($) |
Assets: | ||
Fair Value | $ 38,111 | $ 25,895 |
Liabilities: | ||
Fair Value | 0 | 0 |
Designated as Hedging Instrument | ||
Assets: | ||
Fair Value | 38,111 | 25,895 |
Liabilities: | ||
Fair Value | $ 96,888 | 99,588 |
Designated as Hedging Instrument | Interest rate swaps | Cash flow | Accounts receivable, prepaid expenses and other assets, net | ||
Assets: | ||
Count | instrument | 12 | |
Fair Value | $ 36,688 | 25,221 |
Designated as Hedging Instrument | Cross currency interest rate swaps | Net investment | Accounts receivable, prepaid expenses and other assets, net | ||
Assets: | ||
Count | instrument | 2 | |
Fair Value | $ 1,423 | 674 |
Designated as Hedging Instrument | CAD term loan | Net investment | Term loans, net | ||
Liabilities: | ||
Count | instrument | 1 | |
Fair Value | $ 96,888 | $ 99,588 |
DERIVATIVE AND HEDGING INSTRU_6
DERIVATIVE AND HEDGING INSTRUMENTS - Effect of Derivative Financial Instruments on the Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in other comprehensive income, cash flow hedges | $ 2,010 | $ 4,657 | $ 15,246 | $ 5,482 |
Gain (loss) recognized in other comprehensive income, cash flow hedges and net investment hedges | 541 | (646) | 19,608 | (5,002) |
Gain (loss) reclassified from accumulated other comprehensive income into income, cash flow hedges and net investment hedges | 1,001 | (535) | 1,584 | (1,404) |
Interest rate products | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in other comprehensive income, cash flow hedges | 2,954 | 4,372 | 16,091 | 4,462 |
Interest rate products | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) reclassified from accumulated other comprehensive income into income, cash flow hedges | 1,001 | (535) | 1,584 | (1,404) |
Foreign currency products | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in other comprehensive income, net investment hedges | (688) | (1,080) | 817 | (2,239) |
Gain (loss) reclassified from accumulated other comprehensive income into income, net investment hedges | 0 | 0 | 0 | 0 |
CAD term loan | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in other comprehensive income, net investment hedges | (1,725) | (3,938) | 2,700 | (7,225) |
Gain (loss) reclassified from accumulated other comprehensive income into income, net investment hedges | $ 0 | $ 0 | $ 0 | $ 0 |
DERIVATIVE AND HEDGING INSTRU_7
DERIVATIVE AND HEDGING INSTRUMENTS - Gross Presentation, Effects of Offsetting, and Net Presentation of Derivatives (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Offsetting Assets: | ||
Gross amounts of recognized assets | $ 38,111 | $ 25,895 |
Gross amounts offset in the balance sheet | 0 | 0 |
Net amounts of assets presented in the balance sheet | 38,111 | 25,895 |
Financial instruments | 0 | 0 |
Cash collateral received | 0 | 0 |
Net amount | 38,111 | 25,895 |
Offsetting Liabilities: | ||
Gross amounts of recognized liabilities | 0 | 0 |
Gross amounts offset in the balance sheet | 0 | 0 |
Liabilities presented in the balance sheet | 0 | 0 |
Financial instruments | 0 | 0 |
Cash collateral received | 0 | 0 |
Net amount | $ 0 | $ 0 |
FAIR VALUE DISCLOSURES - Face V
FAIR VALUE DISCLOSURES - Face Values, Carrying Amounts and Fair Values of Financial Instruments (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Financial assets: | ||
Loans receivable | $ 89,767,000 | $ 91,280,000 |
Preferred equity investments | 46,616,000 | 48,035,000 |
Senior Notes | ||
Financial liabilities: | ||
Financial liabilities | 1,300,000,000 | 1,300,000,000 |
Secured Indebtedness | ||
Financial liabilities: | ||
Financial liabilities | 255,512,000 | 259,202,000 |
Carrying Amount | ||
Financial assets: | ||
Loans receivable | 63,255,000 | 65,907,000 |
Preferred equity investments | 47,096,000 | 48,483,000 |
Carrying Amount | Senior Notes | ||
Financial liabilities: | ||
Financial liabilities | 1,307,120,000 | 1,306,286,000 |
Carrying Amount | Secured Indebtedness | ||
Financial liabilities: | ||
Financial liabilities | 252,827,000 | 256,430,000 |
Fair Value | ||
Financial assets: | ||
Loans receivable | 66,440,000 | 65,892,000 |
Preferred equity investments | 46,575,000 | 47,064,000 |
Fair Value | Senior Notes | ||
Financial liabilities: | ||
Financial liabilities | 1,300,363,000 | 1,329,191,000 |
Fair Value | Secured Indebtedness | ||
Financial liabilities: | ||
Financial liabilities | $ 234,999,000 | $ 246,461,000 |
FAIR VALUE DISCLOSURES - Fair V
FAIR VALUE DISCLOSURES - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Total | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | $ 66,440 | $ 65,892 |
Preferred equity investments | 46,575 | 47,064 |
Total | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 1,300,363 | 1,329,191 |
Total | Secured Indebtedness | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 234,999 | $ 246,461 |
Measured on a Recurring Basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 0 | |
Preferred equity investments | 0 | |
Measured on a Recurring Basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Measured on a Recurring Basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Secured Indebtedness | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Measured on a Recurring Basis | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 0 | |
Preferred equity investments | 0 | |
Measured on a Recurring Basis | Significant Other Observable Inputs (Level 2) | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 1,300,363 | |
Measured on a Recurring Basis | Significant Other Observable Inputs (Level 2) | Secured Indebtedness | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Measured on a Recurring Basis | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 66,440 | |
Preferred equity investments | 46,575 | |
Measured on a Recurring Basis | Significant Unobservable Inputs (Level 3) | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Measured on a Recurring Basis | Significant Unobservable Inputs (Level 3) | Secured Indebtedness | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 234,999 | |
Measured on a Recurring Basis | Total | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 66,440 | |
Preferred equity investments | 46,575 | |
Measured on a Recurring Basis | Total | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 1,300,363 | |
Measured on a Recurring Basis | Total | Secured Indebtedness | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | $ 234,999 |
FAIR VALUE DISCLOSURES - Items
FAIR VALUE DISCLOSURES - Items Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 38,111 | $ 25,895 |
Measured on a Recurring Basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Measured on a Recurring Basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Cross currency interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Measured on a Recurring Basis | Significant Other Observable Inputs (Level 2) | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 36,688 | |
Measured on a Recurring Basis | Significant Other Observable Inputs (Level 2) | Cross currency interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 1,423 | |
Measured on a Recurring Basis | Significant Unobservable Inputs (Level 3) | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Measured on a Recurring Basis | Significant Unobservable Inputs (Level 3) | Cross currency interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Measured on a Recurring Basis | Total | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 36,688 | |
Measured on a Recurring Basis | Total | Cross currency interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 1,423 |
EQUITY - Preferred Stock (Detai
EQUITY - Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 01, 2018 | Mar. 21, 2013 | Sep. 30, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||
Shares of preferred stock issued (in shares) | 5,750,000 | 5,750,000 | ||
Preferred stock dividend rate | 7.125% | |||
Price per share of preferred stock (in dollars per share) | $ 25 | |||
Net proceeds from preferred stock offering | $ 138.3 | |||
Redemption price (in dollars per share) | $ 25 | |||
Accrued and unpaid dividends (in dollars per share) | 0.4453125 | |||
Total redemption price (in dollars per share) | $ 25.4453125 | |||
Redemption charge related to original issuance costs | $ 5.5 | |||
Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Shares of preferred stock redeemed (in shares) | 5,750,000 | 5,750,000 |
EQUITY - Common Stock (Details)
EQUITY - Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 02, 2017 | Sep. 28, 2017 | Aug. 17, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Tax withholding obligations incurred on behalf of employees | $ 0.2 | $ 2.8 | |||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued upon vesting (in shares) | 29,132 | ||||
Underwritten Public Offering | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares sold in offering (in shares) | 18,400,000 | 16,000,000 | |||
Proceeds from offering | $ 370.9 | ||||
Share price (in dollars per share) | $ 21 | $ 21 | |||
Over-Allotment Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares sold in offering (in shares) | 2,400,000 | ||||
Care Capital Properties | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued in merger (in shares) | 94,000,000 |
EQUITY - Cash Dividends on Comm
EQUITY - Cash Dividends on Common Stock Declared and Paid (Details) - $ / shares | Aug. 08, 2018 | May 09, 2018 | Feb. 05, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Equity [Abstract] | |||||
Common dividends (in dollars per share) | $ 0.45 | $ 0.45 | $ 0.45 | $ 1.35 | $ 1.21 |
EQUITY - Accumulated Other Comp
EQUITY - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income | $ 3,367,258 | $ 3,437,249 | $ 3,371,829 | $ 1,015,609 |
Total accumulated other comprehensive income | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income | 26,357 | 11,289 | $ 4,236 | $ (1,798) |
Foreign currency translation loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income | (3,091) | (2,913) | ||
Unrealized gains on cash flow hedges | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income | $ 29,448 | $ 14,202 |
EARNINGS PER COMMON SHARE - Com
EARNINGS PER COMMON SHARE - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator | ||||
Net income attributable to common stockholders | $ 35,218 | $ 12,534 | $ 288,708 | $ 46,756 |
Denominator | ||||
Basic weighted average common shares and common equivalents (in shares) | 178,317,769 | 112,149,638 | 178,309,127 | 81,150,846 |
Dilutive restricted stock units (in shares) | 623,444 | 268,462 | 420,726 | 278,198 |
Diluted weighted average common shares (in shares) | 178,941,213 | 112,418,100 | 178,729,853 | 81,429,044 |
Net income attributable to common stockholders, per: | ||||
Basic common share (in dollars per share) | $ 0.20 | $ 0.11 | $ 1.62 | $ 0.58 |
Diluted common share (in dollars per share) | $ 0.20 | $ 0.11 | $ 1.62 | $ 0.57 |
EARNINGS PER COMMON SHARE - Nar
EARNINGS PER COMMON SHARE - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities not included in computation of diluted earnings per share (in shares) | 0 | 6,800 | 20,500 | 23,100 |
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities not included in computation of diluted earnings per share (in shares) | 0 | 0 | 0 | 0 |
SUMMARIZED CONDENSED CONSOLID_3
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Assets | ||||
Real estate investments, net of accumulated depreciation | $ 5,975,590 | $ 5,994,432 | ||
Loans receivable and other investments, net | 110,351 | 114,390 | ||
Investment in unconsolidated joint venture | 344,341 | 0 | ||
Cash and cash equivalents | 36,348 | 518,632 | ||
Restricted cash | 103,168 | 68,817 | ||
Lease intangible assets, net | 142,919 | 167,119 | ||
Accounts receivable, prepaid expenses and other assets, net | 197,622 | 168,887 | ||
Intercompany | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Total assets | 6,910,339 | 7,032,277 | ||
Liabilities | ||||
Secured debt, net | 252,827 | 256,430 | ||
Revolving credit facility | 619,000 | 641,000 | ||
Term loans, net | 1,189,647 | 1,190,774 | ||
Senior unsecured notes, net | 1,307,120 | 1,306,286 | ||
Accounts payable and accrued liabilities | 86,885 | 102,523 | ||
Lease intangible liabilities, net | 87,602 | 98,015 | ||
Intercompany | 0 | 0 | ||
Total liabilities | 3,543,081 | 3,595,028 | ||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 3,362,901 | 3,432,807 | ||
Noncontrolling interests | 4,357 | 4,442 | ||
Total equity | 3,367,258 | 3,437,249 | $ 3,371,829 | $ 1,015,609 |
Total liabilities and equity | 6,910,339 | 7,032,277 | ||
Elimination | ||||
Assets | ||||
Real estate investments, net of accumulated depreciation | 0 | 0 | ||
Loans receivable and other investments, net | 0 | 0 | ||
Investment in unconsolidated joint venture | 0 | |||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Lease intangible assets, net | 0 | 0 | ||
Accounts receivable, prepaid expenses and other assets, net | (9,691) | (5,189) | ||
Intercompany | (4,735,715) | (4,765,381) | ||
Investment in subsidiaries | (2,893,465) | (2,103,428) | ||
Total assets | (7,638,871) | (6,873,998) | ||
Liabilities | ||||
Secured debt, net | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Term loans, net | 0 | 0 | ||
Senior unsecured notes, net | 0 | 0 | ||
Accounts payable and accrued liabilities | (9,691) | (5,189) | ||
Lease intangible liabilities, net | 0 | 0 | ||
Intercompany | (4,735,715) | (4,765,381) | ||
Total liabilities | (4,745,406) | (4,770,570) | ||
Total Sabra Health Care REIT, Inc. stockholders’ equity | (2,893,465) | (2,103,428) | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | (2,893,465) | (2,103,428) | ||
Total liabilities and equity | (7,638,871) | (6,873,998) | ||
Parent Company | Reportable Legal Entities | ||||
Assets | ||||
Real estate investments, net of accumulated depreciation | 329 | 324 | ||
Loans receivable and other investments, net | (688) | (97) | ||
Investment in unconsolidated joint venture | 0 | |||
Cash and cash equivalents | 29,603 | 511,670 | ||
Restricted cash | 0 | 0 | ||
Lease intangible assets, net | 0 | 0 | ||
Accounts receivable, prepaid expenses and other assets, net | 607 | 3,499 | ||
Intercompany | 2,089,878 | 2,043,402 | ||
Investment in subsidiaries | 1,266,833 | 890,462 | ||
Total assets | 3,386,562 | 3,449,260 | ||
Liabilities | ||||
Secured debt, net | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Term loans, net | 0 | 0 | ||
Senior unsecured notes, net | 0 | 0 | ||
Accounts payable and accrued liabilities | 23,661 | 16,453 | ||
Lease intangible liabilities, net | 0 | 0 | ||
Intercompany | 0 | 0 | ||
Total liabilities | 23,661 | 16,453 | ||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 3,362,901 | 3,432,807 | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 3,362,901 | 3,432,807 | ||
Total liabilities and equity | 3,386,562 | 3,449,260 | ||
Operating Partnership | Reportable Legal Entities | ||||
Assets | ||||
Real estate investments, net of accumulated depreciation | 0 | 0 | ||
Loans receivable and other investments, net | 0 | 0 | ||
Investment in unconsolidated joint venture | 0 | |||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Lease intangible assets, net | 0 | 0 | ||
Accounts receivable, prepaid expenses and other assets, net | 46,239 | 36,073 | ||
Intercompany | 2,645,837 | 2,721,979 | ||
Investment in subsidiaries | 1,611,594 | 1,198,305 | ||
Total assets | 4,303,670 | 3,956,357 | ||
Liabilities | ||||
Secured debt, net | 0 | 0 | ||
Revolving credit facility | 619,000 | 641,000 | ||
Term loans, net | 1,093,772 | 1,092,397 | ||
Senior unsecured notes, net | 1,307,120 | 1,306,286 | ||
Accounts payable and accrued liabilities | 16,945 | 26,212 | ||
Lease intangible liabilities, net | 0 | 0 | ||
Intercompany | 0 | 0 | ||
Total liabilities | 3,036,837 | 3,065,895 | ||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 1,266,833 | 890,462 | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 1,266,833 | 890,462 | ||
Total liabilities and equity | 4,303,670 | 3,956,357 | ||
Sabra Capital Corporation | Reportable Legal Entities | ||||
Assets | ||||
Real estate investments, net of accumulated depreciation | 0 | 0 | ||
Loans receivable and other investments, net | 0 | 0 | ||
Investment in unconsolidated joint venture | 0 | |||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Lease intangible assets, net | 0 | 0 | ||
Accounts receivable, prepaid expenses and other assets, net | 0 | 0 | ||
Intercompany | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Total assets | 0 | 0 | ||
Liabilities | ||||
Secured debt, net | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Term loans, net | 0 | 0 | ||
Senior unsecured notes, net | 0 | 0 | ||
Accounts payable and accrued liabilities | 0 | 0 | ||
Lease intangible liabilities, net | 0 | 0 | ||
Intercompany | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 0 | 0 | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 0 | 0 | ||
Total liabilities and equity | 0 | 0 | ||
Combined Guarantor Subsidiaries | Reportable Legal Entities | ||||
Assets | ||||
Real estate investments, net of accumulated depreciation | 1,683,780 | 1,756,933 | ||
Loans receivable and other investments, net | 52,165 | 55,297 | ||
Investment in unconsolidated joint venture | 0 | |||
Cash and cash equivalents | 1,443 | 449 | ||
Restricted cash | 92,027 | 36,910 | ||
Lease intangible assets, net | 15,965 | 17,577 | ||
Accounts receivable, prepaid expenses and other assets, net | 81,070 | 80,739 | ||
Intercompany | 0 | 0 | ||
Investment in subsidiaries | 15,038 | 14,661 | ||
Total assets | 1,941,488 | 1,962,566 | ||
Liabilities | ||||
Secured debt, net | 0 | 0 | ||
Revolving credit facility | 0 | 0 | ||
Term loans, net | 95,875 | 98,377 | ||
Senior unsecured notes, net | 0 | 0 | ||
Accounts payable and accrued liabilities | 3,758 | 3,560 | ||
Lease intangible liabilities, net | 0 | 0 | ||
Intercompany | 542,824 | 785,120 | ||
Total liabilities | 642,457 | 887,057 | ||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 1,299,031 | 1,075,509 | ||
Noncontrolling interests | 0 | 0 | ||
Total equity | 1,299,031 | 1,075,509 | ||
Total liabilities and equity | 1,941,488 | 1,962,566 | ||
Combined Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Assets | ||||
Real estate investments, net of accumulated depreciation | 4,291,481 | 4,237,175 | ||
Loans receivable and other investments, net | 58,874 | 59,190 | ||
Investment in unconsolidated joint venture | 344,341 | |||
Cash and cash equivalents | 5,302 | 6,513 | ||
Restricted cash | 11,141 | 31,907 | ||
Lease intangible assets, net | 126,954 | 149,542 | ||
Accounts receivable, prepaid expenses and other assets, net | 79,397 | 53,765 | ||
Intercompany | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Total assets | 4,917,490 | 4,538,092 | ||
Liabilities | ||||
Secured debt, net | 252,827 | 256,430 | ||
Revolving credit facility | 0 | 0 | ||
Term loans, net | 0 | 0 | ||
Senior unsecured notes, net | 0 | 0 | ||
Accounts payable and accrued liabilities | 52,212 | 61,487 | ||
Lease intangible liabilities, net | 87,602 | 98,015 | ||
Intercompany | 4,192,891 | 3,980,261 | ||
Total liabilities | 4,585,532 | 4,396,193 | ||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 327,601 | 137,457 | ||
Noncontrolling interests | 4,357 | 4,442 | ||
Total equity | 331,958 | 141,899 | ||
Total liabilities and equity | $ 4,917,490 | $ 4,538,092 |
SUMMARIZED CONDENSED CONSOLID_4
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - Condensed Consolidating Statement of Income (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Rental income | $ 130,467 | $ 100,145 | $ 418,951 | $ 213,273 |
Interest and other income | 3,932 | 4,090 | 12,823 | 8,062 |
Resident fees and services | 17,403 | 7,554 | 52,426 | 17,840 |
Total revenues | 151,802 | 111,789 | 484,200 | 239,175 |
Expenses: | ||||
Depreciation and amortization | 48,468 | 25,933 | 143,301 | 62,290 |
Interest | 37,305 | 24,568 | 109,880 | 56,218 |
Operating expenses | 12,611 | 5,102 | 37,034 | 11,929 |
General and administrative | 8,022 | 12,944 | 25,160 | 24,159 |
Merger and acquisition costs | 151 | 23,299 | 593 | 29,750 |
(Recovery of) provision for doubtful accounts and loan losses | 8,910 | 5,149 | 9,449 | 7,454 |
Impairment of real estate | 0 | 0 | 1,413 | 0 |
Total expenses | 115,467 | 96,995 | 326,830 | 191,800 |
Other (expense) income: | ||||
Loss on extinguishment of debt | 0 | (553) | 0 | (553) |
Other income (expense) | 1,336 | 51 | 4,156 | 3,121 |
Net gain on sales of real estate | 14 | 582 | 142,445 | 4,614 |
Total other income | 1,350 | 80 | 146,601 | 7,182 |
Income in subsidiary | 0 | 0 | 0 | 0 |
Income before loss from unconsolidated joint venture and income tax (expense) benefit | 37,685 | 14,874 | 303,971 | 54,557 |
Loss from unconsolidated joint venture | (1,725) | 0 | (3,626) | 0 |
Income tax (expense) benefit | (732) | 195 | (1,847) | (161) |
Net income | 35,228 | 15,069 | 298,498 | 54,396 |
Net income attributable to noncontrolling interests | (10) | 26 | (22) | 42 |
Net income attributable to Sabra Health Care REIT, Inc. | 35,218 | 15,095 | 298,476 | 54,438 |
Preferred stock dividends | 0 | (2,561) | (9,768) | (7,682) |
Net income attributable to common stockholders | $ 35,218 | $ 12,534 | $ 288,708 | $ 46,756 |
Net income attributable to common stockholders, per: | ||||
Basic common share (in dollars per share) | $ 0.20 | $ 0.11 | $ 1.62 | $ 0.58 |
Diluted common share (in dollars per share) | $ 0.20 | $ 0.11 | $ 1.62 | $ 0.57 |
Weighted-average number of common shares outstanding, basic (in shares) | 178,317,769 | 112,149,638 | 178,309,127 | 81,150,846 |
Weighted-average number of common shares outstanding, diluted (in shares) | 178,941,213 | 112,418,100 | 178,729,853 | 81,429,044 |
Elimination | ||||
Revenues: | ||||
Rental income | $ (4,303) | $ (3,187) | $ (12,856) | $ (5,164) |
Interest and other income | (95) | (47) | (303) | (65) |
Resident fees and services | 0 | 0 | 0 | 0 |
Total revenues | (4,398) | (3,234) | (13,159) | (5,229) |
Expenses: | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 |
Interest | (95) | 0 | (303) | 0 |
Operating expenses | (4,303) | (3,187) | (12,856) | (5,182) |
General and administrative | 0 | 0 | 0 | 0 |
Merger and acquisition costs | 0 | 0 | 0 | 0 |
(Recovery of) provision for doubtful accounts and loan losses | 0 | 0 | 0 | 0 |
Impairment of real estate | 0 | |||
Total expenses | (4,398) | (3,187) | (13,159) | (5,182) |
Other (expense) income: | ||||
Loss on extinguishment of debt | 0 | 0 | ||
Other income (expense) | 0 | 0 | 0 | 0 |
Net gain on sales of real estate | 0 | 0 | 0 | 0 |
Total other income | 0 | 0 | 0 | 0 |
Income in subsidiary | (118,322) | (121,566) | (745,214) | (258,725) |
Income before loss from unconsolidated joint venture and income tax (expense) benefit | (118,322) | (121,613) | (745,214) | (258,772) |
Loss from unconsolidated joint venture | 0 | 0 | ||
Income tax (expense) benefit | 0 | 0 | 0 | 0 |
Net income | (118,322) | (121,613) | (745,214) | (258,772) |
Net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to Sabra Health Care REIT, Inc. | (121,613) | (745,214) | (258,772) | |
Preferred stock dividends | 0 | 0 | 0 | |
Net income attributable to common stockholders | (118,322) | (121,613) | (745,214) | (258,772) |
Parent Company | Reportable Legal Entities | ||||
Revenues: | ||||
Rental income | 0 | 0 | 0 | 0 |
Interest and other income | 33 | 8 | 83 | 21 |
Resident fees and services | 0 | 0 | 0 | 0 |
Total revenues | 33 | 8 | 83 | 21 |
Expenses: | ||||
Depreciation and amortization | 221 | 217 | 665 | 649 |
Interest | 0 | 0 | 0 | 0 |
Operating expenses | 0 | 0 | 0 | 0 |
General and administrative | 6,933 | 10,058 | 20,764 | 19,380 |
Merger and acquisition costs | 151 | 23,287 | 599 | 29,703 |
(Recovery of) provision for doubtful accounts and loan losses | (1,699) | 533 | 793 | 615 |
Impairment of real estate | 0 | |||
Total expenses | 5,606 | 34,095 | 22,821 | 50,347 |
Other (expense) income: | ||||
Loss on extinguishment of debt | 0 | 0 | ||
Other income (expense) | 0 | 349 | 1,977 | 2,634 |
Net gain on sales of real estate | 0 | 0 | 0 | 0 |
Total other income | 0 | 349 | 1,977 | 2,634 |
Income in subsidiary | 41,283 | 49,145 | 320,082 | 102,474 |
Income before loss from unconsolidated joint venture and income tax (expense) benefit | 35,710 | 15,407 | 299,321 | 54,782 |
Loss from unconsolidated joint venture | 0 | 0 | ||
Income tax (expense) benefit | (492) | (265) | (845) | (297) |
Net income | 35,218 | 15,142 | 298,476 | 54,485 |
Net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to Sabra Health Care REIT, Inc. | 15,142 | 298,476 | 54,485 | |
Preferred stock dividends | (2,561) | (9,768) | (7,682) | |
Net income attributable to common stockholders | 35,218 | 12,581 | 288,708 | 46,803 |
Operating Partnership | Reportable Legal Entities | ||||
Revenues: | ||||
Rental income | 0 | 0 | 0 | 0 |
Interest and other income | 95 | 47 | 303 | 47 |
Resident fees and services | 0 | 0 | 0 | 0 |
Total revenues | 95 | 47 | 303 | 47 |
Expenses: | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 |
Interest | 33,892 | 21,765 | 99,873 | 48,689 |
Operating expenses | 0 | 0 | 0 | 0 |
General and administrative | 24 | 16 | 52 | 47 |
Merger and acquisition costs | 0 | 0 | 0 | 0 |
(Recovery of) provision for doubtful accounts and loan losses | 0 | 0 | 0 | 0 |
Impairment of real estate | 0 | |||
Total expenses | 33,916 | 21,781 | 99,925 | 48,736 |
Other (expense) income: | ||||
Loss on extinguishment of debt | (422) | (422) | ||
Other income (expense) | (11) | 688 | 222 | 707 |
Net gain on sales of real estate | 0 | 0 | 0 | 0 |
Total other income | (11) | 266 | 222 | 285 |
Income in subsidiary | 75,115 | 70,613 | 419,483 | 150,879 |
Income before loss from unconsolidated joint venture and income tax (expense) benefit | 41,283 | 49,145 | 320,083 | 102,475 |
Loss from unconsolidated joint venture | 0 | 0 | ||
Income tax (expense) benefit | 0 | 0 | (1) | (1) |
Net income | 41,283 | 49,145 | 320,082 | 102,474 |
Net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to Sabra Health Care REIT, Inc. | 49,145 | 320,082 | 102,474 | |
Preferred stock dividends | 0 | 0 | 0 | |
Net income attributable to common stockholders | 41,283 | 49,145 | 320,082 | 102,474 |
Sabra Capital Corporation | Reportable Legal Entities | ||||
Revenues: | ||||
Rental income | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Resident fees and services | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Expenses: | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 |
Interest | 0 | 0 | 0 | 0 |
Operating expenses | 0 | 0 | 0 | 0 |
General and administrative | 0 | 0 | 0 | 0 |
Merger and acquisition costs | 0 | 0 | 0 | 0 |
(Recovery of) provision for doubtful accounts and loan losses | 0 | 0 | 0 | 0 |
Impairment of real estate | 0 | |||
Total expenses | 0 | 0 | 0 | 0 |
Other (expense) income: | ||||
Loss on extinguishment of debt | 0 | 0 | ||
Other income (expense) | 0 | 0 | 0 | 0 |
Net gain on sales of real estate | 0 | 0 | 0 | 0 |
Total other income | 0 | 0 | 0 | 0 |
Income in subsidiary | 0 | 0 | 0 | 0 |
Income before loss from unconsolidated joint venture and income tax (expense) benefit | 0 | 0 | 0 | 0 |
Loss from unconsolidated joint venture | 0 | 0 | ||
Income tax (expense) benefit | 0 | 0 | 0 | 0 |
Net income | 0 | 0 | 0 | 0 |
Net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to Sabra Health Care REIT, Inc. | 0 | 0 | 0 | |
Preferred stock dividends | 0 | 0 | 0 | |
Net income attributable to common stockholders | 0 | 0 | 0 | 0 |
Combined Guarantor Subsidiaries | Reportable Legal Entities | ||||
Revenues: | ||||
Rental income | 40,570 | 54,640 | 130,594 | 160,121 |
Interest and other income | 1,665 | 1,991 | 4,130 | 6,014 |
Resident fees and services | 0 | 0 | 0 | 0 |
Total revenues | 42,235 | 56,631 | 134,724 | 166,135 |
Expenses: | ||||
Depreciation and amortization | 14,615 | 15,500 | 43,691 | 47,882 |
Interest | 846 | 792 | 2,446 | 2,237 |
Operating expenses | 0 | 0 | 0 | 0 |
General and administrative | 614 | 1,671 | 1,424 | 3,429 |
Merger and acquisition costs | 0 | 12 | 0 | 47 |
(Recovery of) provision for doubtful accounts and loan losses | 4,315 | 4,616 | 2,359 | 6,839 |
Impairment of real estate | 1,413 | |||
Total expenses | 20,390 | 22,591 | 51,333 | 60,434 |
Other (expense) income: | ||||
Loss on extinguishment of debt | (131) | (131) | ||
Other income (expense) | (70) | (986) | 308 | (220) |
Net gain on sales of real estate | (1,158) | 614 | 140,704 | 4,640 |
Total other income | (1,228) | (503) | 141,012 | 4,289 |
Income in subsidiary | 1,924 | 1,808 | 5,649 | 5,372 |
Income before loss from unconsolidated joint venture and income tax (expense) benefit | 22,541 | 35,345 | 230,052 | 115,362 |
Loss from unconsolidated joint venture | 0 | 0 | ||
Income tax (expense) benefit | (200) | 482 | (742) | 255 |
Net income | 22,341 | 35,827 | 229,310 | 115,617 |
Net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to Sabra Health Care REIT, Inc. | 35,827 | 229,310 | 115,617 | |
Preferred stock dividends | 0 | 0 | 0 | |
Net income attributable to common stockholders | 22,341 | 35,827 | 229,310 | 115,617 |
Combined Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Revenues: | ||||
Rental income | 94,200 | 48,692 | 301,213 | 58,316 |
Interest and other income | 2,234 | 2,091 | 8,610 | 2,045 |
Resident fees and services | 17,403 | 7,554 | 52,426 | 17,840 |
Total revenues | 113,837 | 58,337 | 362,249 | 78,201 |
Expenses: | ||||
Depreciation and amortization | 33,632 | 10,216 | 98,945 | 13,759 |
Interest | 2,662 | 2,011 | 7,864 | 5,292 |
Operating expenses | 16,914 | 8,289 | 49,890 | 17,111 |
General and administrative | 451 | 1,199 | 2,920 | 1,303 |
Merger and acquisition costs | 0 | 0 | (6) | 0 |
(Recovery of) provision for doubtful accounts and loan losses | 6,294 | 0 | 6,297 | 0 |
Impairment of real estate | 0 | |||
Total expenses | 59,953 | 21,715 | 165,910 | 37,465 |
Other (expense) income: | ||||
Loss on extinguishment of debt | 0 | 0 | ||
Other income (expense) | 1,417 | 0 | 1,649 | 0 |
Net gain on sales of real estate | 1,172 | (32) | 1,741 | (26) |
Total other income | 2,589 | (32) | 3,390 | (26) |
Income in subsidiary | 0 | 0 | 0 | 0 |
Income before loss from unconsolidated joint venture and income tax (expense) benefit | 56,473 | 36,590 | 199,729 | 40,710 |
Loss from unconsolidated joint venture | (1,725) | (3,626) | ||
Income tax (expense) benefit | (40) | (22) | (259) | (118) |
Net income | 54,708 | 36,568 | 195,844 | 40,592 |
Net income attributable to noncontrolling interests | (10) | 26 | (22) | 42 |
Net income attributable to Sabra Health Care REIT, Inc. | 36,594 | 195,822 | 40,634 | |
Preferred stock dividends | 0 | 0 | 0 | |
Net income attributable to common stockholders | $ 54,698 | $ 36,594 | $ 195,822 | $ 40,634 |
SUMMARIZED CONDENSED CONSOLID_5
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - Condensed Consolidating Statement of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | $ 35,228 | $ 15,069 | $ 298,498 | $ 54,396 |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation (loss) gain | (65) | 412 | (178) | 552 |
Unrealized gain on cash flow hedges | 2,010 | 4,657 | 15,246 | 5,482 |
Total other comprehensive income | 1,945 | 5,069 | 15,068 | 6,034 |
Comprehensive income | 37,173 | 20,138 | 313,566 | 60,430 |
Comprehensive income attributable to noncontrolling interest | (10) | 26 | (22) | 42 |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | 37,163 | 20,164 | 313,544 | 60,472 |
Elimination | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | (118,322) | (121,613) | (745,214) | (258,772) |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation (loss) gain | 0 | 0 | 0 | 0 |
Unrealized gain on cash flow hedges | 0 | 0 | 0 | 0 |
Total other comprehensive income | 0 | 0 | 0 | 0 |
Comprehensive income | (118,322) | (121,613) | (745,214) | (258,772) |
Comprehensive income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | (118,322) | (121,613) | (745,214) | (258,772) |
Parent Company | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 35,218 | 15,142 | 298,476 | 54,485 |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation (loss) gain | 0 | 0 | 0 | 0 |
Unrealized gain on cash flow hedges | 0 | 0 | 0 | 0 |
Total other comprehensive income | 0 | 0 | 0 | 0 |
Comprehensive income | 35,218 | 15,142 | 298,476 | 54,485 |
Comprehensive income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | 35,218 | 15,142 | 298,476 | 54,485 |
Operating Partnership | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 41,283 | 49,145 | 320,082 | 102,474 |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation (loss) gain | (857) | (1,352) | 1,048 | (2,718) |
Unrealized gain on cash flow hedges | 2,000 | 4,964 | 15,238 | 5,977 |
Total other comprehensive income | 1,143 | 3,612 | 16,286 | 3,259 |
Comprehensive income | 42,426 | 52,757 | 336,368 | 105,733 |
Comprehensive income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | 42,426 | 52,757 | 336,368 | 105,733 |
Sabra Capital Corporation | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 0 | 0 | 0 | 0 |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation (loss) gain | 0 | 0 | 0 | 0 |
Unrealized gain on cash flow hedges | 0 | 0 | 0 | 0 |
Total other comprehensive income | 0 | 0 | 0 | 0 |
Comprehensive income | 0 | 0 | 0 | 0 |
Comprehensive income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | 0 | 0 | 0 | 0 |
Combined Guarantor Subsidiaries | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 22,341 | 35,827 | 229,310 | 115,617 |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation (loss) gain | 610 | 1,335 | (926) | 2,466 |
Unrealized gain on cash flow hedges | 10 | (307) | 8 | (495) |
Total other comprehensive income | 620 | 1,028 | (918) | 1,971 |
Comprehensive income | 22,961 | 36,855 | 228,392 | 117,588 |
Comprehensive income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | 22,961 | 36,855 | 228,392 | 117,588 |
Combined Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 54,708 | 36,568 | 195,844 | 40,592 |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation (loss) gain | 182 | 429 | (300) | 804 |
Unrealized gain on cash flow hedges | 0 | 0 | 0 | 0 |
Total other comprehensive income | 182 | 429 | (300) | 804 |
Comprehensive income | 54,890 | 36,997 | 195,544 | 41,396 |
Comprehensive income attributable to noncontrolling interest | (10) | 26 | (22) | 42 |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | $ 54,880 | $ 37,023 | $ 195,522 | $ 41,438 |
SUMMARIZED CONDENSED CONSOLID_6
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $ 283,024 | $ 53,258 |
Cash flows from investing activities: | ||
Acquisition of real estate | (239,001) | (393,064) |
Cash received in CCP Merger | 0 | 77,858 |
Origination and fundings of loans receivable | (41,448) | (5,642) |
Origination and fundings of preferred equity investments | (5,285) | (2,713) |
Additions to real estate | (21,695) | (3,233) |
Repayments of loans receivable | 48,282 | 8,710 |
Repayments of preferred equity investments | 6,491 | 3,239 |
Investment in unconsolidated JV | (354,461) | 0 |
Net proceeds from the sales of real estate | 290,864 | 11,723 |
Distribution from subsidiaries | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash used in investing activities | (316,253) | (303,122) |
Cash flows from financing activities: | ||
Net repayments of revolving credit facility | (22,000) | (137,000) |
Proceeds from term loans | 0 | 181,000 |
Principal payments on secured debt | (3,202) | (3,094) |
Payments of deferred financing costs | (12) | (15,316) |
Distributions to noncontrolling interests | (107) | 0 |
Preferred stock redemption | (143,750) | 0 |
Issuance of common stock, net | (499) | 319,026 |
Dividends paid on common and preferred stock | (244,978) | (86,813) |
Distribution to parent | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash (used in) provided by financing activities | (414,548) | 257,803 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (447,777) | 7,939 |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | (156) | 758 |
Cash, cash equivalents and restricted cash, beginning of period | 587,449 | 34,665 |
Cash, cash equivalents and restricted cash, end of period | 139,516 | 43,362 |
Elimination | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Acquisition of real estate | 0 | 0 |
Cash received in CCP Merger | 0 | |
Origination and fundings of loans receivable | 0 | 0 |
Origination and fundings of preferred equity investments | 0 | 0 |
Additions to real estate | 0 | 0 |
Repayments of loans receivable | 0 | 0 |
Repayments of preferred equity investments | 0 | 0 |
Investment in unconsolidated JV | 0 | |
Net proceeds from the sales of real estate | 0 | 0 |
Distribution from subsidiaries | (10,842) | (4,948) |
Intercompany financing | 717,452 | 720,772 |
Net cash used in investing activities | 706,610 | 715,824 |
Cash flows from financing activities: | ||
Net repayments of revolving credit facility | 0 | 0 |
Proceeds from term loans | 0 | |
Principal payments on secured debt | 0 | 0 |
Payments of deferred financing costs | 0 | 0 |
Distributions to noncontrolling interests | 0 | |
Preferred stock redemption | 0 | |
Issuance of common stock, net | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Distribution to parent | 10,842 | 4,948 |
Intercompany financing | (717,452) | (720,772) |
Net cash (used in) provided by financing activities | (706,610) | (715,824) |
Net (decrease) increase in cash, cash equivalents and restricted cash | 0 | 0 |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | 0 | 0 |
Parent Company | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 271,511 | 40,567 |
Cash flows from investing activities: | ||
Acquisition of real estate | 0 | 0 |
Cash received in CCP Merger | 77,858 | |
Origination and fundings of loans receivable | 0 | 0 |
Origination and fundings of preferred equity investments | 0 | 0 |
Additions to real estate | (40) | (22) |
Repayments of loans receivable | 0 | 0 |
Repayments of preferred equity investments | 0 | 0 |
Investment in unconsolidated JV | 0 | |
Net proceeds from the sales of real estate | 0 | 0 |
Distribution from subsidiaries | 5,421 | 2,474 |
Intercompany financing | (369,732) | (346,044) |
Net cash used in investing activities | (364,351) | (265,734) |
Cash flows from financing activities: | ||
Net repayments of revolving credit facility | 0 | 0 |
Proceeds from term loans | 0 | |
Principal payments on secured debt | 0 | 0 |
Payments of deferred financing costs | 0 | 0 |
Distributions to noncontrolling interests | 0 | |
Preferred stock redemption | (143,750) | |
Issuance of common stock, net | (499) | 319,026 |
Dividends paid on common and preferred stock | (244,978) | (86,813) |
Distribution to parent | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash (used in) provided by financing activities | (389,227) | 232,213 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (482,067) | 7,046 |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 511,670 | 18,168 |
Cash, cash equivalents and restricted cash, end of period | 29,603 | 25,214 |
Operating Partnership | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Acquisition of real estate | 0 | 0 |
Cash received in CCP Merger | 0 | |
Origination and fundings of loans receivable | 0 | 0 |
Origination and fundings of preferred equity investments | 0 | 0 |
Additions to real estate | 0 | 0 |
Repayments of loans receivable | 0 | 0 |
Repayments of preferred equity investments | 0 | 0 |
Investment in unconsolidated JV | 0 | |
Net proceeds from the sales of real estate | 0 | 0 |
Distribution from subsidiaries | 5,421 | 2,474 |
Intercompany financing | (347,720) | (374,728) |
Net cash used in investing activities | (342,299) | (372,254) |
Cash flows from financing activities: | ||
Net repayments of revolving credit facility | (22,000) | (137,000) |
Proceeds from term loans | 181,000 | |
Principal payments on secured debt | 0 | 0 |
Payments of deferred financing costs | (12) | (15,316) |
Distributions to noncontrolling interests | 0 | |
Preferred stock redemption | 0 | |
Issuance of common stock, net | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Distribution to parent | (5,421) | (2,474) |
Intercompany financing | 369,732 | 346,044 |
Net cash (used in) provided by financing activities | 342,299 | 372,254 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 0 | 0 |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | 0 | 0 |
Sabra Capital Corporation | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Acquisition of real estate | 0 | 0 |
Cash received in CCP Merger | 0 | |
Origination and fundings of loans receivable | 0 | 0 |
Origination and fundings of preferred equity investments | 0 | 0 |
Additions to real estate | 0 | 0 |
Repayments of loans receivable | 0 | 0 |
Repayments of preferred equity investments | 0 | 0 |
Investment in unconsolidated JV | 0 | |
Net proceeds from the sales of real estate | 0 | 0 |
Distribution from subsidiaries | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Net repayments of revolving credit facility | 0 | 0 |
Proceeds from term loans | 0 | |
Principal payments on secured debt | 0 | 0 |
Payments of deferred financing costs | 0 | 0 |
Distributions to noncontrolling interests | 0 | |
Preferred stock redemption | 0 | |
Issuance of common stock, net | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Distribution to parent | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash (used in) provided by financing activities | 0 | 0 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 0 | 0 |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | 0 | 0 |
Combined Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 1,296 | 6,103 |
Cash flows from investing activities: | ||
Acquisition of real estate | (54,715) | (393,064) |
Cash received in CCP Merger | 0 | |
Origination and fundings of loans receivable | (2,650) | (1,488) |
Origination and fundings of preferred equity investments | (5,285) | (2,713) |
Additions to real estate | (5,763) | (2,847) |
Repayments of loans receivable | 6,534 | 2,221 |
Repayments of preferred equity investments | 6,491 | 3,239 |
Investment in unconsolidated JV | 0 | |
Net proceeds from the sales of real estate | 233,703 | 11,328 |
Distribution from subsidiaries | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash used in investing activities | 178,315 | (383,324) |
Cash flows from financing activities: | ||
Net repayments of revolving credit facility | 0 | 0 |
Proceeds from term loans | 0 | |
Principal payments on secured debt | 0 | 0 |
Payments of deferred financing costs | 0 | 0 |
Distributions to noncontrolling interests | 0 | |
Preferred stock redemption | 0 | |
Issuance of common stock, net | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Distribution to parent | 0 | 0 |
Intercompany financing | (123,418) | 377,458 |
Net cash (used in) provided by financing activities | (123,418) | 377,458 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 56,193 | 237 |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | (82) | 83 |
Cash, cash equivalents and restricted cash, beginning of period | 37,359 | 2,732 |
Cash, cash equivalents and restricted cash, end of period | 93,470 | 3,052 |
Combined Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 10,217 | 6,588 |
Cash flows from investing activities: | ||
Acquisition of real estate | (184,286) | 0 |
Cash received in CCP Merger | 0 | |
Origination and fundings of loans receivable | (38,798) | (4,154) |
Origination and fundings of preferred equity investments | 0 | 0 |
Additions to real estate | (15,892) | (364) |
Repayments of loans receivable | 41,748 | 6,489 |
Repayments of preferred equity investments | 0 | 0 |
Investment in unconsolidated JV | (354,461) | |
Net proceeds from the sales of real estate | 57,161 | 395 |
Distribution from subsidiaries | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash used in investing activities | (494,528) | 2,366 |
Cash flows from financing activities: | ||
Net repayments of revolving credit facility | 0 | 0 |
Proceeds from term loans | 0 | |
Principal payments on secured debt | (3,202) | (3,094) |
Payments of deferred financing costs | 0 | 0 |
Distributions to noncontrolling interests | (107) | |
Preferred stock redemption | 0 | |
Issuance of common stock, net | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Distribution to parent | (5,421) | (2,474) |
Intercompany financing | 471,138 | (2,730) |
Net cash (used in) provided by financing activities | 462,408 | (8,298) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (21,903) | 656 |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | (74) | 675 |
Cash, cash equivalents and restricted cash, beginning of period | 38,420 | 13,765 |
Cash, cash equivalents and restricted cash, end of period | $ 16,443 | $ 15,096 |
PRO FORMA FINANCIAL INFORMATI_3
PRO FORMA FINANCIAL INFORMATION - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Net income attributable to common stockholders, per: | ||||
Weighted-average number of common shares outstanding, basic (in shares) | 178,317,769 | 112,149,638 | 178,309,127 | 81,150,846 |
Weighted-average number of common shares outstanding, diluted (in shares) | 178,941,213 | 112,418,100 | 178,729,853 | 81,429,044 |
Care Capital Properties | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Revenues | $ 162,128 | $ 480,287 | ||
Net income attributable to common stockholders | $ 37,823 | $ 209,674 | ||
Net income attributable to common stockholders, per: | ||||
Basic common share (in dollars per share) | $ 0.24 | $ 1.31 | ||
Diluted common share (in dollars per share) | $ 0.24 | $ 1.31 | ||
Weighted-average number of common shares outstanding, basic (in shares) | 160,189,442 | 159,685,873 | ||
Weighted-average number of common shares outstanding, diluted (in shares) | 160,457,904 | 159,964,071 |
PRO FORMA FINANCIAL INFORMATI_4
PRO FORMA FINANCIAL INFORMATION - Narrative (Details) - USD ($) $ in Thousands | Aug. 17, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Merger and acquisition costs | $ 151 | $ 23,299 | $ 593 | $ 29,750 | |
Care Capital Properties | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Merger and acquisition costs | $ 29,700 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | Nov. 05, 2018 | Aug. 08, 2018 | May 09, 2018 | Feb. 05, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Subsequent Event [Line Items] | ||||||
Quarterly cash dividend declared on common stock (in dollars per share) | $ 0.45 | $ 0.45 | $ 0.45 | $ 1.35 | $ 1.21 | |
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Quarterly cash dividend declared on common stock (in dollars per share) | $ 0.45 |