INVESTMENT IN REAL ESTATE PROPERTIES | INVESTMENT IN REAL ESTATE PROPERTIES The Company’s real estate properties held for investment consisted of the following (dollars in thousands): As of September 30, 2021 Property Type Number of Number of Total Accumulated Total Skilled Nursing/Transitional Care 282 31,245 $ 3,634,132 $ (456,714) $ 3,177,418 Senior Housing - Leased 61 4,079 701,613 (102,171) 599,442 Senior Housing - Managed 49 5,140 1,008,557 (166,459) 842,098 Specialty Hospitals and Other 29 1,228 688,779 (79,459) 609,320 421 41,692 6,033,081 (804,803) 5,228,278 Corporate Level 856 (457) 399 $ 6,033,937 $ (805,260) $ 5,228,677 As of December 31, 2020 Property Type Number of Number of Total Accumulated Total Skilled Nursing/Transitional Care 287 31,761 $ 3,644,470 $ (385,094) $ 3,259,376 Senior Housing - Leased 65 4,282 707,634 (87,600) 620,034 Senior Housing - Managed 47 4,924 942,996 (142,538) 800,458 Specialty Hospitals and Other 27 1,092 670,793 (66,021) 604,772 426 42,059 5,965,893 (681,253) 5,284,640 Corporate Level 802 (404) 398 $ 5,966,695 $ (681,657) $ 5,285,038 September 30, 2021 December 31, 2020 Building and improvements $ 5,175,051 $ 5,120,598 Furniture and equipment 259,827 249,034 Land improvements 3,151 2,220 Land 595,908 594,843 Total real estate at cost 6,033,937 5,966,695 Accumulated depreciation (805,260) (681,657) Total real estate investments, net $ 5,228,677 $ 5,285,038 Operating Leases As of September 30, 2021, the substantial majority of the Company’s real estate properties (excluding 49 Senior Housing - Managed communities) were leased under triple-net operating leases with expirations ranging from less than one year to 16 years. As of September 30, 2021, the leases had a weighted-average remaining term of seven 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 $11.1 million and $17.5 million as of September 30, 2021 and December 31, 2020, respectively, and letters of credit deposited with the Company totaled approximately $88 million and $85 million as of September 30, 2021 and December 31, 2020, respectively. In addition, the Company’s tenants have deposited with the Company $17.0 million and $16.9 million as of September 30, 2021 and December 31, 2020, respectively, for future real estate taxes, insurance expenditures and tenant improvements related to the Company’s properties and their operations, and these amounts are included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets. Lessor costs that are paid by the lessor and reimbursed by the lessee are included in the measurement of variable lease revenue and the associated expense. As a result, the Company recognized variable lease revenue and the associated expense of $4.6 million and $14.2 million during the three and nine months ended September 30, 2021, respectively, and $5.0 million and $15.7 million during the three and nine months ended September 30, 2020, respectively. 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. Avamere leases 27 skilled nursing/transitional care facilities and one continuing care retirement community from the Company (primarily in Oregon, Colorado and Washington). Oregon, Colorado and Washington have been hit particularly hard by the latest spike in COVID-19 cases as a result of the Delta variant which, combined with state mandated admissions limitations associated with any COVID-19 cases occurring in skilled nursing facilities in those states and increased labor pressure, has resulted in recent census decline s, labor cost increases and cash flow constraints for Avamere. In response to these constraints, the Company used Avamere ’ s $11.9 million letter of credit to fund rent for September through November of 2021. In addition, the Company continues to assess whether additional assistance will need to be provided to Avamere. Accordingly, the Company concluded that its lease with Avamere should no longer be accounted for on an accrual basis and wrote off $25.2 million of straight-line rent receivable balances related to this lease as of September 30, 2021. This write-off reduced rental and related revenues by $25.2 million for the three and nine months ended September 30, 2021 versus the same periods in the prior year. If the lease is amended in the future, the terms of any such amendment may result in the Company writing off or accelerating the amortization on all or a portion of the above-market lease intangible asset associated with the Avamere lease, which totaled $19.1 million as of September 30, 2021. For the three and nine months ended September 30, 2021, no tenant relationship represented 10% or more of the Company’s total revenues. As of September 30, 2021, the future minimum rental payments from the Company’s properties held for investment under non-cancelable operating leases were as follows and may materially differ from actual future rental payments received (in thousands): October 1 through December 31, 2021 $ 108,699 2022 416,600 2023 406,675 2024 407,607 2025 399,207 Thereafter 1,577,168 $ 3,315,956 Senior Housing - Managed Communities The Company’s Senior Housing - Managed communities offer residents certain ancillary services that are not contemplated in the lease with each resident (i.e., housekeeping, laundry, guest meals, etc.). These services are provided and paid for in addition to the standard services included in each resident lease (i.e., room and board, standard meals, etc.). The Company bills residents for ancillary services one month in arrears and recognizes revenue as the services are provided, as the Company has no continuing performance obligation related to those services. Resident fees and services include ancillary service revenue of $0.3 million and $0.9 million for the three and nine months ended September 30, 2021, respectively, and $0.3 million and $0.7 million for the three and nine months ended September 30, 2020, respectively. Investment in Unconsolidated Joint Venture The Company has a 49% equity interest in a joint venture (the “Enlivant Joint Venture”) with affiliates of TPG Real Estate, the real estate platform of TPG. TPG also owns Enlivant, the senior housing management platform that manages the portfolio owned by the Enlivant Joint Venture. As of September 30, 2021, the Enlivant Joint Venture owned 158 senior housing communities. During the second quarter of 2021, TPG reached out to Sabra to explore the Company acquiring TPG’s 51% interest in the Enlivant Joint Venture. The parties were not able to reach mutually acceptable terms for a transaction, in part due to modifications requested by TPG in the Enlivant management fee structure. At that time, TPG informed the Company of its intent to re-evaluate its plans with respect to the management company. Furthermore, decreased occupancy and revenues and increased operating costs during the COVID-19 pandemic have had a significant negative impact on the financial performance of the Enlivant Joint Venture. As a result, the Company re-evaluated its plans with respect to the Enlivant Joint Venture and determined that it would no longer seek to acquire TPG’s majority interest in the Enlivant Joint Venture and that it expects to sell its 49% equity interest should TPG secure a buyer for the portfolio sometime in the future. In connection with this re-evaluation and the Company’s eventual intent to exit its 49% stake, the Company revisited its estimate of the fair value of its investment in the Enlivant Joint Venture and believes that it has declined below its investment basis. The Company also believes that, given the Company’s intent to sell the portfolio, it is unlikely that the Company will hold its investment for an adequate period of time to recover this estimated decline in value. As such, this decline was deemed to be other-than-temporary and the Company recorded an impairment charge for the amount that the carrying value exceeds the estimated fair value of the investment totaling $164.1 million during the three months ended June 30, 2021. This impairment is included in loss from unconsolidated joint venture on the accompanying condensed consolidated statements of income (loss). As of September 30, 2021, the book value of the Company’s investment in the Enlivant Joint Venture was $109.9 million. Determining the estimated fair value of the Company’s investment as of June 30, 2021 was based on significant unobservable assumptions. The Company estimated the then current fair value of its investment in the Enlivant Joint Venture based on a discounted cash flow analysis, management fee ranging from 6.0% to 7.0% and using a holding period of three years, terminal capitalization rates ranging from 6.75% to 7.25% and discount rates ranging from 11.0% to 11.5%. The assumptions to determine fair value under the income approach are Level 3 inputs in accordance with the fair value hierarchy established by Accounting Standards Codification (ASC) Topic 820, “Fair Value Measurements and Disclosures.” The ongoing operating performance of the Enlivant Joint Venture, as well as whether TPG is able to secure a buyer on favorable terms or at all, will impact the ultimate amounts realized from the Enlivant Joint Venture and may require the Company to recognize an additional impairment charge in the future with respect to this investment. Accordingly, the amount ultimately realized by the Company for its investment in the Enlivant Joint Venture could materially differ from its estimated fair value as reflected in the condensed consolidated balance sheets as of September 30, 2021. Net Investment in Sales-Type Lease As of September 30, 2021, the Company had a $25.2 million net investment in one skilled nursing/transitional care facility leased to an operator under a sales-type lease, as the tenant is obligated to purchase the property at the end of the lease term. The net investment in sales-type lease is recorded in accounts receivable, prepaid expenses and other assets, net on the accompanying condensed consolidated balance sheets and represents the present value of total rental payments of $3.5 million, plus the estimated purchase price of $25.6 million, less the unearned lease income of $3.7 million and allowance for credit losses of $0.2 million as of September 30, 2021. 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 sales-type lease was $0.6 million and $1.8 million for the three and nine months ended September 30, 2021, respectively, and $0.7 million and $2.0 million for the three and nine months ended September 30, 2020, respectively, and is reflected in interest and other income on the accompanying condensed consolidated statements of income (loss). During the three and nine months ended September 30, 2021, the Company reduced its allowance for credit losses by $26,000 and increased its allowance for credit losses by $0.1 million, respectively. During the three and nine months ended September 30, 2020, the Company reduced its allowance for credit losses by $1,000 and $38,000, respectively. During the nine months ended September 30, 2021, the Company was required to recognize a $1.0 million gain on sale of real estate prior to the sale to the tenant as a result of a lease modification and reassessing the classification of the lease and determining it should be accounted for as a sales-type lease. Future minimum lease payments contractually due under the sales-type lease at September 30, 2021 were as follows: $1.2 million for the remainder of 2021, $2.4 million for 2022 and $0.8 million for 2023. |