Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-34950 | |
Entity Registrant Name | SABRA HEALTH CARE REIT, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 27-2560479 | |
Entity Address, Address Line One | 18500 Von Karman Avenue | |
Entity Address, Address Line Two | Suite 550 | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92612 | |
City Area Code | 888 | |
Local Phone Number | 393-8248 | |
Title of 12(b) Security | Common stock, $.01 par value | |
Trading Symbol | SBRA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 231,219,523 | |
Entity Central Index Key | 0001492298 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Real estate investments, net of accumulated depreciation of $1,002,484 and $913,345 as of September 30, 2023 and December 31, 2022, respectively | $ 4,603,014 | $ 4,959,343 |
Loans receivable and other investments, net | 417,947 | 411,396 |
Investment in unconsolidated joint ventures | 135,755 | 134,962 |
Cash and cash equivalents | 33,256 | 49,308 |
Restricted cash | 5,602 | 4,624 |
Lease intangible assets, net | 32,749 | 40,131 |
Accounts receivable, prepaid expenses and other assets, net | 152,239 | 147,908 |
Total assets | 5,380,562 | 5,747,672 |
Liabilities | ||
Secured debt, net | 47,789 | 49,232 |
Revolving credit facility | 32,623 | 196,982 |
Term loans, net | 534,011 | 526,129 |
Senior unsecured notes, net | 1,735,055 | 1,734,431 |
Accounts payable and accrued liabilities | 128,039 | 142,259 |
Lease intangible liabilities, net | 34,192 | 42,244 |
Total liabilities | 2,511,709 | 2,691,277 |
Commitments and contingencies (Note 12) | ||
Equity | ||
Preferred stock, $0.01 par value; 10,000,000 shares authorized, zero shares issued and outstanding as of September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.01 par value; 500,000,000 shares authorized, 231,219,523 and 231,009,295 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 2,312 | 2,310 |
Additional paid-in capital | 4,491,917 | 4,486,967 |
Cumulative distributions in excess of net income | (1,665,045) | (1,451,945) |
Accumulated other comprehensive income | 39,669 | 19,063 |
Total equity | 2,868,853 | 3,056,395 |
Total liabilities and equity | $ 5,380,562 | $ 5,747,672 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Accumulated depreciation | $ 1,002,484 | $ 913,345 |
Preferred Stock, Number of Shares, Par Value and Other Disclosure [Abstract] | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 10,000,000 | 10,000,000 |
Shares issued (in shares) | 0 | 0 |
Shares outstanding (in shares) | 0 | 0 |
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract] | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 500,000,000 | 500,000,000 |
Shares issued (in shares) | 231,219,523 | 231,009,295 |
Shares outstanding (in shares) | 231,219,523 | 231,009,295 |
CONSOLIDATED STATEMENTS OF (LOS
CONSOLIDATED STATEMENTS OF (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Rental and related revenues (Note 4) | $ 93,085 | $ 84,214 | $ 283,229 | $ 297,268 |
Resident fees and services | 59,748 | 47,610 | 174,897 | 133,973 |
Interest and other income | 8,794 | 8,940 | 25,991 | 28,585 |
Total revenues | 161,627 | 140,764 | 484,117 | 459,826 |
Expenses: | ||||
Depreciation and amortization | 43,242 | 47,427 | 140,211 | 137,855 |
Interest | 28,156 | 27,071 | 85,024 | 77,573 |
General and administrative | 10,759 | 9,676 | 30,793 | 28,721 |
Provision for (recovery of) loan losses and other reserves | 328 | (217) | 549 | (12) |
Impairment of real estate | 0 | 60,857 | 7,064 | 72,602 |
Total expenses | 131,312 | 186,639 | 409,008 | 435,557 |
Other (expense) income: | ||||
Loss on extinguishment of debt | 0 | (140) | (1,541) | (411) |
Other income (expense) | 2,229 | 994 | 2,570 | (1,101) |
Net loss on sales of real estate | (46,545) | (80) | (75,893) | (4,581) |
Total other (expense) income | (44,316) | 774 | (74,864) | (6,093) |
(Loss) income before loss from unconsolidated joint ventures and income tax expense | (14,001) | (45,101) | 245 | 18,176 |
Loss from unconsolidated joint ventures | (645) | (4,384) | (2,136) | (9,715) |
Income tax expense | (455) | (579) | (1,509) | (1,118) |
Net (loss) income | $ (15,101) | $ (50,064) | $ (3,400) | $ 7,343 |
Net (loss) income, per: | ||||
Basic common share (in dollars per share) | $ (0.07) | $ (0.22) | $ (0.01) | $ 0.03 |
Diluted common share (in dollars per share) | $ (0.07) | $ (0.22) | $ (0.01) | $ 0.03 |
Weighted average number of common shares outstanding, basic (in shares) | 231,224,692 | 230,982,227 | 231,197,375 | 230,936,032 |
Weighted average number of common shares outstanding, diluted (in shares) | 231,224,692 | 230,982,227 | 231,197,375 | 231,779,750 |
Revenue, type, extensible enumeration | Health Care, Resident Service [Member] | Health Care, Resident Service [Member] | Health Care, Resident Service [Member] | Health Care, Resident Service [Member] |
Triple-net portfolio | ||||
Expenses: | ||||
Operating expenses | $ 4,304 | $ 5,120 | $ 13,243 | $ 14,983 |
Senior housing - managed | ||||
Expenses: | ||||
Operating expenses | $ 44,523 | $ 36,705 | $ 132,124 | $ 103,835 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (15,101) | $ (50,064) | $ (3,400) | $ 7,343 |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation (loss) gain | (1,347) | 1,068 | (1,948) | 3,505 |
Unrealized gain on cash flow hedges | 8,777 | 7,309 | 22,554 | 25,038 |
Total other comprehensive income | 7,430 | 8,377 | 20,606 | 28,543 |
Comprehensive (loss) income | $ (7,671) | $ (41,687) | $ 17,206 | $ 35,886 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Cumulative Distributions in Excess of Net Income | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Dec. 31, 2021 | 230,398,655 | ||||
Beginning balance at Dec. 31, 2021 | $ 3,379,530 | $ 2,304 | $ 4,482,451 | $ (1,095,204) | $ (10,021) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (loss) income | 7,343 | 7,343 | |||
Other comprehensive income | 28,543 | 28,543 | |||
Amortization of stock-based compensation | 6,513 | 6,513 | |||
Common stock issuance, net (in shares) | 577,951 | ||||
Common stock issuance, net | (4,189) | $ 6 | (4,195) | ||
Common dividends | (209,007) | (209,007) | |||
Ending balance (in shares) at Sep. 30, 2022 | 230,976,606 | ||||
Ending balance at Sep. 30, 2022 | 3,208,733 | $ 2,310 | 4,484,769 | (1,296,868) | 18,522 |
Beginning balance (in shares) at Jun. 30, 2022 | 230,968,872 | ||||
Beginning balance at Jun. 30, 2022 | 3,317,726 | $ 2,310 | 4,482,239 | (1,176,968) | 10,145 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (loss) income | (50,064) | (50,064) | |||
Other comprehensive income | 8,377 | 8,377 | |||
Amortization of stock-based compensation | 2,657 | 2,657 | |||
Common stock issuance, net (in shares) | 7,734 | ||||
Common stock issuance, net | (127) | (127) | |||
Common dividends | (69,836) | (69,836) | |||
Ending balance (in shares) at Sep. 30, 2022 | 230,976,606 | ||||
Ending balance at Sep. 30, 2022 | 3,208,733 | $ 2,310 | 4,484,769 | (1,296,868) | 18,522 |
Beginning balance (in shares) at Dec. 31, 2022 | 231,009,295 | ||||
Beginning balance at Dec. 31, 2022 | 3,056,395 | $ 2,310 | 4,486,967 | (1,451,945) | 19,063 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (loss) income | (3,400) | (3,400) | |||
Other comprehensive income | 20,606 | 20,606 | |||
Amortization of stock-based compensation | 7,090 | 7,090 | |||
Common stock issuance, net (in shares) | 210,228 | ||||
Common stock issuance, net | (2,138) | $ 2 | (2,140) | ||
Common dividends | (209,700) | (209,700) | |||
Ending balance (in shares) at Sep. 30, 2023 | 231,219,523 | ||||
Ending balance at Sep. 30, 2023 | 2,868,853 | $ 2,312 | 4,491,917 | (1,665,045) | 39,669 |
Beginning balance (in shares) at Jun. 30, 2023 | 231,218,658 | ||||
Beginning balance at Jun. 30, 2023 | 2,943,744 | $ 2,312 | 4,489,107 | (1,579,914) | 32,239 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (loss) income | (15,101) | (15,101) | |||
Other comprehensive income | 7,430 | 7,430 | |||
Amortization of stock-based compensation | 2,900 | 2,900 | |||
Common stock issuance, net (in shares) | 865 | ||||
Common stock issuance, net | (90) | (90) | |||
Common dividends | (70,030) | (70,030) | |||
Ending balance (in shares) at Sep. 30, 2023 | 231,219,523 | ||||
Ending balance at Sep. 30, 2023 | $ 2,868,853 | $ 2,312 | $ 4,491,917 | $ (1,665,045) | $ 39,669 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | |||||
Aug. 07, 2023 | May 03, 2023 | Feb. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | |||||||
Common dividends (in dollars per share) | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.90 | $ 0.90 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (3,400) | $ 7,343 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 140,211 | 137,855 |
Non-cash rental and related revenues | (6,781) | 4,970 |
Non-cash interest income | (380) | (1,683) |
Non-cash interest expense | 9,179 | 8,300 |
Stock-based compensation expense | 5,468 | 5,367 |
Loss on extinguishment of debt | 1,541 | 411 |
Provision for (recovery of) loan losses and other reserves | 549 | (12) |
Net loss on sales of real estate | 75,893 | 4,581 |
Impairment of real estate | 7,064 | 72,602 |
Loss from unconsolidated joint ventures | 2,136 | 9,715 |
Distributions of earnings from unconsolidated joint ventures | 1,705 | 0 |
Other non-cash items | (3,704) | 2,167 |
Changes in operating assets and liabilities: | ||
Accounts receivable, prepaid expenses and other assets, net | (10,660) | (5,631) |
Accounts payable and accrued liabilities | 3,013 | 2,161 |
Net cash provided by operating activities | 221,834 | 248,146 |
Cash flows from investing activities: | ||
Acquisition of real estate | (39,630) | (83,985) |
Origination and fundings of loans receivable | (9,614) | (4,500) |
Origination and fundings of preferred equity investments | (11,015) | (5,813) |
Additions to real estate | (63,794) | (33,809) |
Escrow deposits for potential investments | 0 | (836) |
Repayments of loans receivable | 8,674 | 4,885 |
Repayments of preferred equity investments | 4,828 | 4,173 |
Investment in unconsolidated joint ventures | (4,797) | (128,019) |
Net proceeds from the sales of real estate | 248,222 | 62,816 |
Net proceeds from sales-type lease | 25,490 | 0 |
Insurance proceeds | 6,001 | 0 |
Distributions in excess of earnings from unconsolidated joint ventures | 544 | 0 |
Net cash provided by (used in) investing activities | 164,909 | (185,088) |
Cash flows from financing activities: | ||
Net (repayments of) borrowings from revolving credit facility | (165,338) | 147,353 |
Proceeds from term loans | 12,188 | 0 |
Principal payments on term loans | 0 | (63,750) |
Principal payments on secured debt | (1,479) | (17,030) |
Payments of deferred financing costs | (18,135) | (6) |
Payment of contingent consideration | (17,900) | (2,500) |
Issuance of common stock, net | (2,194) | (4,394) |
Dividends paid on common stock | (208,079) | (207,861) |
Net cash used in financing activities | (400,937) | (148,188) |
Net decrease in cash, cash equivalents and restricted cash | (14,194) | (85,130) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | (880) | 392 |
Cash, cash equivalents and restricted cash, beginning of period | 53,932 | 115,886 |
Cash, cash equivalents and restricted cash, end of period | 38,858 | 31,148 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 72,911 | 68,778 |
Supplemental disclosure of non-cash investing activities: | ||
Decrease in loans receivable and other investments due to acquisition of real estate | $ 4,644 | $ 14,311 |
BUSINESS
BUSINESS | 9 Months Ended |
Sep. 30, 2023 | |
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 United States (“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 throughout the U.S. 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 a wholly owned subsidiary of Sabra is currently the only limited partner, or by subsidiaries of the Operating Partnership. The Company’s investment portfolio is primarily comprised of skilled nursing/transitional care facilities, senior housing communities (“Senior Housing - Leased”), behavioral health facilities and specialty hospitals and other facilities, in each case leased to tenants who are responsible for the operations of these facilities; senior housing communities operated by third-party property managers pursuant to property management agreements (“Senior Housing - Managed”); investments in joint ventures; investments in loans receivable; and preferred equity investments. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of Sabra and its wholly owned subsidiaries as of September 30, 2023 and December 31, 2022 and for the three and nine month periods ended September 30, 2023 and 2022. All significant intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited 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 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 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, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 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, 2023, the Company determined that it was not the primary beneficiary of any VIEs. 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, 2023, none of the Company’s investments in loans were accounted for as real estate joint ventures. As it relates to investments in joint ventures, the Company assesses any partners’ rights and their impact on the presumption of control of the 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 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, 2023, 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 consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. Casualty Gains and Losses Income resulting from insurance recoveries of property damage or business interruption losses is recognized when proceeds are received or contingencies related to the insurance recoveries are resolved. A vacant facility owned by the Company suffered damages as a result of vandalism and theft. The Company received $6.0 million of net insurance proceeds and recorded a $3.7 million gain related to the property damage during the three and nine months ended September 30, 2023 which is included in other income (expense) on the accompanying consolidated statements of (loss) income. A fire occurred at one of the Company’s Senior Housing - Managed communities. The Company received $1.1 million of insurance proceeds and recorded $0.5 million of business interruption insurance income during the three and nine months ended September 30, 2023 which is included in other income (expense) on the accompanying consolidated statements of (loss) income. The remaining proceeds were recorded as expense reimbursements in Senior Housing - Managed portfolio operating expenses on the accompanying consolidated statements of (loss) income. |
RECENT REAL ESTATE ACQUISITIONS
RECENT REAL ESTATE ACQUISITIONS (CONSOLIDATED) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
RECENT REAL ESTATE ACQUISITIONS (CONSOLIDATED) | RECENT REAL ESTATE ACQUISITIONS (CONSOLIDATED) During the nine months ended September 30, 2023, the Company acquired one Senior Housing - Leased community and one Senior Housing - Managed community. During the nine months ended September 30, 2022, the Company acquired three Senior Housing - Managed communities. The Senior Housing - Managed community acquired during the nine months ended September 30, 2023 and two of the Senior Housing - Managed communities acquired during the nine months ended September 30, 2022 were part of the Company’s proprietary development pipeline and were previously reflected as preferred equity investments which had a book value of $4.6 million and $14.3 million, respectively, at the time of acquisition. The consideration was allocated as follows (in thousands): Nine Months Ended September 30, 2023 2022 Land $ 3,415 $ 10,292 Building and improvements 45,333 83,118 Tenant origination and absorption costs intangible assets 2,706 4,887 Tenant relationship intangible assets 20 — Total consideration $ 51,474 $ 98,297 The tenant origination and absorption costs intangible assets and tenant relationship intangible assets had weighted average amortization periods as of the respective dates of acquisition of one year and 22 years, respectively, for the acquisitions completed during the nine months ended September 30, 2023. The tenant origination and absorption costs intangible assets had an amortization period as of the date of acquisition of one year for the acquisitions completed during the nine months ended September 30, 2022. For the three and nine months ended September 30, 2023, the Company recognized $2.6 million and $6.8 million of total revenues, respectively, and $46,000 of net loss and less than $1,000 of net income, respectively, from the facilities acquired during the nine months ended September 30, 2023. For the three and nine months ended September 30, 2022, the Company recognized $3.9 million and $6.0 million of total revenues, respectively, and $0.3 million and $0.9 million of net loss, respectively, from the facilities acquired during the nine months ended September 30, 2022. During the three months ended June 30, 2023, the Company, in accordance with the terms of the agreements pursuant to which it purchased the facilities, paid $17.9 million in additional consideration related to two Senior Housing - Managed communities that achieved certain performance metrics. This amount is included in real estate investments, net of accumulated depreciation on the accompanying consolidated balance sheets. |
INVESTMENT IN REAL ESTATE PROPE
INVESTMENT IN REAL ESTATE PROPERTIES | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate [Abstract] | |
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, 2023 Property Type Number of Number of Total Accumulated Total Skilled Nursing/Transitional Care 240 26,623 $ 3,035,231 $ (530,290) $ 2,504,941 Senior Housing - Leased 43 3,473 572,633 (106,063) 466,570 Senior Housing - Managed 61 6,041 1,278,352 (250,772) 1,027,580 Behavioral Health 18 1,077 492,236 (68,654) 423,582 Specialty Hospitals and Other 15 392 225,443 (46,100) 179,343 377 37,606 5,603,895 (1,001,879) 4,602,016 Corporate Level 1,603 (605) 998 $ 5,605,498 $ (1,002,484) $ 4,603,014 As of December 31, 2022 Property Type Number of Number of Total Accumulated Total Skilled Nursing/Transitional Care 264 29,136 $ 3,385,221 $ (492,495) $ 2,892,726 Senior Housing - Leased 47 3,550 590,694 (97,716) 492,978 Senior Housing - Managed 59 5,942 1,205,283 (222,089) 983,194 Behavioral Health 17 965 465,143 (58,481) 406,662 Specialty Hospitals and Other 15 392 225,443 (42,038) 183,405 402 39,985 5,871,784 (912,819) 4,958,965 Corporate Level 904 (526) 378 $ 5,872,688 $ (913,345) $ 4,959,343 September 30, 2023 December 31, 2022 Building and improvements $ 4,815,199 $ 5,034,470 Furniture and equipment 234,882 262,644 Land improvements 10,241 7,085 Land 545,176 568,489 Total real estate at cost 5,605,498 5,872,688 Accumulated depreciation (1,002,484) (913,345) Total real estate investments, net $ 4,603,014 $ 4,959,343 Operating Leases As of September 30, 2023, the substantial majority of the Company’s real estate properties (excluding 61 Senior Housing - Managed communities) were leased under triple-net operating leases with expirations ranging from less than one year to 19 years. As of September 30, 2023, the leases had a weighted average remaining term of eight 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 consolidated balance sheets and totaled $17.0 million and $13.0 million as of September 30, 2023 and December 31, 2022, respectively, and letters of credit deposited with the Company totaled approximately $57 million as of each of September 30, 2023 and December 31, 2022. In addition, the Company’s tenants have deposited with the Company $11.6 million and $13.3 million as of September 30, 2023 and December 31, 2022, 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 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 $3.8 million and $11.4 million during the three and nine months ended September 30, 2023, respectively, and $4.3 million and $13.7 million during the three and nine months ended September 30, 2022 , respectively. The Company monitors the creditworthiness of its tenants by evaluating the ability of the tenants to meet their lease obligations to the Company based on the tenants’ financial performance, including, as applicable and appropriate, the evaluation of any parent guarantees (or the guarantees of other related parties) of such lease obligations. 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 as supplemented by 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 the majority of 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. During the third quarter of 2022, the Company concluded that its leases with North American Health Care, Inc. should no longer be accounted for on an accrual basis and wrote off $15.6 million of straight-line rent receivable balances related to these leases. The facilities were transitioned to the Ensign Group or Avamere, as applicable, effective February 1, 2023. For the three and nine months ended September 30, 2023, no tenant relationship represented 10% or more of the Company’s total revenues. As of September 30, 2023, 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, 2023 $ 91,919 2024 371,661 2025 366,190 2026 350,583 2027 327,530 Thereafter 1,508,364 $ 3,016,247 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 $0.4 million and $1.4 million for the three and nine months ended September 30, 2023, respectively, and $0.4 million and $1.0 million for the three and nine months ended September 30, 2022, respectively. Capital and Other Expenditures As of September 30, 2023, the Company’s aggregate commitment for future capital and other expenditures associated with facilities leased under triple-net operating leases was approximately $44 million. These commitments are principally for improvements to its facilities. Investment in Unconsolidated Joint Ventures The following is a summary of the Company’s investment in unconsolidated joint ventures (dollars in thousands): Property Type Number of Properties as of September 30, 2023 Ownership as of September 30, 2023 (1) Book Value September 30, 2023 December 31, 2022 Sienna Joint Venture Senior Housing - Managed 12 50 % $ 118,150 $ 120,269 Marlin Spring Joint Venture Senior Housing - Managed 4 85 % 17,605 14,693 $ 135,755 $ 134,962 (1) These investments are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. During the nine months ended September 30, 2023, the Company’s joint venture with Marlin Spring (the “Marlin Spring Joint Venture”) completed the acquisition of one additional senior housing community that is being managed by a third-party property manager. The gross investment in the additional acquisition was CAD $30.0 million, excluding acquisition costs. In addition, the Marlin Spring Joint Venture assumed and financed an aggregate CAD $23.6 million of debt associated with the additional acquisition. The Company’s equity investment in the additional acquisition was CAD $6.1 million. During the fourth quarter of 2022, due to the confluence of labor shortages, increased labor costs, elevated interest rates and a slower than anticipated recovery in the operating performance of the underlying facilities, the Company concluded that the estimated fair value of its investment in its joint venture with affiliates of TPG Real Estate, the real estate platform of TPG (the “Enlivant Joint Venture”) had declined to zero based on updated future cash flow analyses. This decline was deemed to be other-than-temporary, and the Company recorded an impairment charge totaling $57.8 million during the three months ended December 31, 2022. Effective January 1, 2023, the Company discontinued applying the equity method of accounting to the Enlivant Joint Venture, in which it had a 49% equity interest. Effective May 1, 2023, the Company withdrew and resigned its membership in the Enlivant Joint Venture and accordingly, no longer has an equity interest in the Enlivant Joint Venture as of such date. During the nine months ended September 30, 2022, the Enlivant Joint Venture was a significant equity method investee of the Company. The following table presents summarized financial information for the Enlivant Joint Venture and, except for basis adjustments and loss from unconsolidated joint venture, reflects the historical cost basis of the assets which pre-dated the Company’s investment in the Enlivant Joint Venture (in thousands): Nine Months Ended September 30, 2022 Total revenues $ 237,144 Operating expenses 215,293 Net loss (7,177) Company’s share of net loss $ (3,525) Basis adjustments 5,755 Loss from unconsolidated joint venture $ (9,280) Certain amounts in the financial information for the Enlivant Joint Venture have been reclassified to conform to Sabra’s presentation. The Company’s share of net loss in the Enlivant Joint Venture reflects its 49% equity interest and excludes certain equity-like compensation expense and the related income tax impact as such expense is not the responsibility of the Company under the terms of the joint venture agreement. Net Investment in Sales-Type Lease As of December 31, 2022, the Company had a $25.5 million net investment in one skilled nursing/transitional care facility leased to a tenant under a sales-type lease, as the tenant is obligated to purchase the property at the end of the lease term. During the three months ended March 31, 2023, the tenant purchased the skilled nursing/transitional care facility for net proceeds of $25.5 million as obligated under the terms of the lease. |
IMPAIRMENT OF REAL ESTATE AND D
IMPAIRMENT OF REAL ESTATE AND DISPOSITIONS | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
IMPAIRMENT OF REAL ESTATE AND DISPOSITIONS | IMPAIRMENT OF REAL ESTATE AND DISPOSITIONS Impairment of Real Estate During the nine months ended September 30, 2023, the Company recognized $7.1 million of real estate impairment related to one skilled nursing/transitional care facility that has sold. During the nine months ended September 30, 2022, the Company recognized $72.6 million of real estate impairment related to ten skilled nursing/transitional care facilities that have sold. To estimate the fair value of the impaired facilities, the Company utilized a market approach which considered binding sale agreements, non-binding offers from unrelated third parties or model-derived valuations with significant unobservable inputs (Level 3 measurements), as applicable. The Company continues to evaluate additional assets for sale as part of its initiative to recycle capital and further improve its portfolio quality. This could lead to a shorter hold period and could result in the determination that the full amount of the Company’s investment is not recoverable, resulting in an impairment charge or loss on sale which could be material. Dispositions The following table summarizes the Company’s dispositions for the periods presented (dollars in millions): Nine Months Ended September 30, 2023 2022 Number of facilities 27 11 Consideration, net of closing costs $ 256.2 $ 62.8 Net carrying value 332.1 67.4 Net loss on sale $ (75.9) $ (4.6) Net loss (1) $ (80.3) $ (63.1) (1) In addition to net loss on sale, net loss includes impairment of real estate of $7.1 million and $65.8 million for the nine months ended September 30, 2023 and 2022, respectively. The sale of the disposition 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, 2023 | |
Receivables [Abstract] | |
LOANS RECEIVABLE AND OTHER INVESTMENTS | LOANS RECEIVABLE AND OTHER INVESTMENTS As of September 30, 2023 and December 31, 2022, the Company’s loans receivable and other investments consisted of the following (dollars in thousands): As of September 30, 2023 Investment Quantity as of September 30, 2023 Property Type Principal Balance as of September 30, 2023 (1) Book Value as of September 30, 2023 Book Value as of December 31, 2022 Weighted Average Contractual Interest Rate / Rate of Return Weighted Average Annualized Effective Interest Rate / Rate of Return Maturity Date as of September 30, 2023 Loans Receivable: Mortgage 2 Behavioral Health $ 319,000 $ 319,000 $ 319,000 7.6 % 7.6 % 11/01/26 - 01/31/27 Other 10 Multiple 52,133 48,703 47,936 7.5 % 7.0 % 08/31/23 - 05/01/29 12 371,133 367,703 366,936 7.6 % 7.6 % Allowance for loan losses — (6,677) (6,611) $ 371,133 $ 361,026 $ 360,325 Other Investments: Preferred Equity 5 Skilled Nursing / Senior Housing 56,760 56,921 51,071 11.0 % 11.0 % N/A Total 17 $ 427,893 $ 417,947 $ 411,396 8.1 % 8.0 % (1) Principal balance includes amounts funded and accrued but unpaid interest / preferred return and excludes capitalizable fees. Additional information regarding the Company’s loans receivable is as follows (dollars in thousands): Nine Months Ended September 30, 2023 2022 Allowance for loan losses: Balance at beginning of the period $ 6,611 $ 6,344 Provision for loan losses 549 83 Write-off of uncollectible balances (483) — Balance at end of the period $ 6,677 $ 6,427 September 30, 2023 December 31, 2022 Deteriorated credit quality: Number of loans receivable investments 1 1 Principal balance $ 1,214 $ 1,214 Book value — — Nonaccrual status: Number of loans receivable investments 3 3 Book value $ — $ — As of September 30, 2023 and December 31, 2022, the Company did not consider any preferred equity investments to be impaired, and no preferred equity investments were on nonaccrual status. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Secured Indebtedness The Company’s secured debt consists of the following (dollars in thousands): As of September 30, 2023 Interest Rate Type Principal Balance as of (1) Principal Balance as of (1) Weighted Average Weighted Average (2) Maturity Fixed Rate $ 48,643 $ 50,123 2.85 % 3.34 % May 2031 - (1) Principal balance does not include deferred financing costs, net of $0.9 million as of each of September 30, 2023 and December 31, 2022. (2) Weighted average effective interest rate includes private mortgage insurance. Senior Unsecured Notes The Company’s senior unsecured notes consist of the following (dollars in thousands): Principal Balance as of Title Maturity Date September 30, 2023 (1) December 31, 2022 (1) 5.125% senior unsecured notes due 2026 (“2026 Notes”) August 15, 2026 $ 500,000 $ 500,000 5.88% senior unsecured notes due 2027 (“2027 Notes”) May 17, 2027 100,000 100,000 3.90% senior unsecured notes due 2029 (“2029 Notes”) October 15, 2029 350,000 350,000 3.20% senior unsecured notes due 2031 (“2031 Notes”) December 1, 2031 800,000 800,000 $ 1,750,000 $ 1,750,000 (1) Principal balance does not include discount, net of $4.1 million and deferred financing costs, net of $10.9 million as of September 30, 2023 and does not include discount, net of $3.5 million and deferred financing costs, net of $12.0 million as of December 31, 2022. In addition, the weighted average effective interest rate as of September 30, 2023 was 4.01%. The 2026 Notes and the 2027 Notes were assumed as a result of the Company’s merger with Care Capital Properties, Inc. in 2017 and accrue interest at a rate of 5.125% and 5.88%, 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 2029 Notes were issued by the Operating Partnership and, until redemption of the Company’s previously outstanding 5.375% senior notes due 2023 in October 2019, Sabra Capital Corporation, wholly owned subsidiaries of the Company, and accrue interest at a rate of 3.90% per annum. Interest is payable semiannually on April 15 and October 15 of each year. The 2031 Notes were issued by the Operating Partnership, a wholly owned subsidiary of the Company, and accrue interest at a rate of 3.20% per annum. Interest is payable semiannually on June 1 and December 1 of each year, commencing on June 1, 2022. The obligations under the 2027 Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by Sabra and one of its non-operating subsidiaries, subject to release under certain customary circumstances. The obligations under the 2026 Notes, 2029 Notes and 2031 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. The indentures and agreements (the “Senior Notes Indentures”) governing the 2026 Notes, 2027 Notes, 2029 Notes and 2031 Notes (collectively, the “Senior Notes”) include customary events of default and require the Company to comply with specified restrictive covenants. As of September 30, 2023, the Company was in compliance with all applicable financial covenants under the Senior Notes Indentures. Credit Agreement On September 9, 2019, the Operating Partnership and Sabra Canadian Holdings, LLC (together, the “Borrowers”), Sabra and the other parties thereto entered into a fifth amended and restated unsecured credit agreement (the “Prior Credit Agreement”). The Prior Credit Agreement included a $1.0 billion revolving credit facility (the “Prior Revolving Credit Facility”), a $436.3 million U.S. dollar term loan and a CAD $125.0 million Canadian dollar term loan (collectively, the “Prior Term Loans”). Further, up to $175.0 million of the Prior Revolving Credit Facility could be used for borrowings in certain foreign currencies. The Prior Credit Agreement also contained an accordion feature that allowed for an increase in the total available borrowings to $2.75 billion, subject to terms and conditions. During the three and nine months ended September 30, 2022, the Company recognized $0.1 million and $0.4 million, respectively, of loss on extinguishment of debt related to write-offs of deferred financing costs in connection with the partial pay downs of the U.S. dollar Prior Term Loan. Borrowings under the Prior Revolving Credit Facility bore interest on the outstanding principal amount at a rate equal to a ratings-based applicable interest margin plus, Canadian Dollar Offered Rate (“CDOR”) for Canadian dollar borrowings, or at the Operating Partnership’s option for U.S. dollar borrowings, 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 “Prior Base Rate”). The ratings-based applicable interest margin for borrowings varied based on the Debt Ratings, as defined in the Prior Credit Agreement, and ranged from 0.775% to 1.45% per annum for CDOR or LIBOR based borrowings and 0.00% to 0.45% per annum for borrowings at the Prior Base Rate. In addition, the Operating Partnership paid a facility fee ranging between 0.125% and 0.300% per annum based on the aggregate amount of commitments under the Prior Revolving Credit Facility regardless of amounts outstanding thereunder. The U.S. dollar Prior Term Loan bore interest on the outstanding principal amount at a rate equal to a ratings-based applicable interest margin plus, at the Operating Partnership’s option, either (a) LIBOR or (b) the Prior Base Rate. The ratings-based applicable interest margin for borrowings varied based on the Debt Ratings and ranged from 0.85% to 1.65% per annum for LIBOR based borrowings and 0.00% to 0.65% per annum for borrowings at the Prior Base Rate. The Canadian dollar Prior Term Loan bore interest on the outstanding principal amount at a rate equal to CDOR plus an interest margin that ranged from 0.85% to 1.65% depending on the Debt Ratings. On January 4, 2023, the Borrowers, and the other parties thereto entered into a sixth amended and restated unsecured credit agreement (the “Credit Agreement”). During the nine months ended September 30, 2023, the Company recorded $18.1 million of deferred financing costs related to the Credit Agreement and recognized $1.5 million of loss on extinguishment of debt related to write-offs of deferred financing costs in connection with amending and restating the Prior Credit Agreement. No loss on extinguishment of debt was recognized during the three months ended September 30, 2023. The Credit Agreement includes a $1.0 billion revolving credit facility (the “Revolving Credit Facility”), a $430.0 million U.S. dollar term loan and a CAD $150.0 million Canadian dollar term loan (collectively, the “Term Loans”). Further, up to $350.0 million of the Revolving Credit Facility may be used for borrowings in certain foreign currencies. The Credit Agreement also contains an accordion feature that can increase the total available borrowings to $2.75 billion, subject to terms and conditions. The Revolving Credit Facility has a maturity date of January 4, 2027, and includes two six-month extension options. The Term Loans have a maturity date of January 4, 2028. As of September 30, 2023, there was $32.6 million (CAD $44.3 million) outstanding under the Revolving Credit Facility and $967.4 million available for borrowing. Borrowings under the Revolving Credit Facility bear interest on the outstanding principal amount at a rate equal to a ratings-based applicable interest margin plus, CDOR for Canadian dollar borrowings, or at the Operating Partnership’s option for U.S. dollar borrowings, either (a) Daily Simple SOFR, as defined in the Credit Agreement, or (b) a base rate determined as the greater of (i) the federal funds rate plus 0.5%, (ii) the prime rate, (iii) Term SOFR, as defined in the Credit Agreement, plus 1.0% (the “Base Rate”), and (iv) 1.00%. 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 0.775% to 1.450% per annum for Daily Simple SOFR-based borrowings and 0.00% to 0.450% per annum for borrowings at the Base Rate. As of September 30, 2023, the weighted average interest rate on the Revolving Credit Facility was 6.49%. 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 Loan bears interest on the outstanding principal amount at a ratings-based applicable interest margin plus, at the Operating Partnership’s option, either (a) Term SOFR or (b) the Base Rate. The ratings-based applicable interest margin for borrowings will vary based on the Debt Ratings and will range from 0.850% to 1.650% per annum for Term SOFR-based borrowings and 0.00% to 0.650% per annum for borrowings at the Base Rate. As of September 30, 2023, the interest rate on the U.S. dollar Term Loan was 6.66%. The Canadian dollar Term Loan bears interest on the outstanding principal amount at a rate equal CDOR plus an interest margin that will range from 0.850% to 1.650% depending on the Debt Ratings. As of September 30, 2023, the interest rate on the Canadian dollar Term Loan was 6.64%. The Company has interest rate swaps and interest rate collars that fix and set a cap and floor, respectively, for the SOFR portion of the interest rate for $430.0 million of SOFR-based borrowings under its U.S. dollar Term Loan at a weighted average rate of 2.69% and interest rate swaps that fix the CDOR portion of the interest rate for CAD $150.0 million of CDOR-based borrowings under its Canadian dollar Term Loan at a rate of 1.63%. As of September 30, 2023, the effective interest rate on the U.S. dollar and Canadian dollar Term Loans was 3.94% and 2.88%, respectively. In addition, the Canadian dollar Term Loan and the CAD $44.3 million outstanding as of September 30, 2023 under the Revolving Credit Facility are designated as net investment hedges. See Note 8, “Derivative and Hedging Instruments,” for further information. The obligations of the Borrowers under the Credit Agreement are guaranteed by the Company and certain of its subsidiaries. The Credit Agreement contains customary covenants that include restrictions or limitations on the ability to 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 Agreement also requires Sabra, through the Operating Partnership, to comply with specified financial covenants, which include a maximum total leverage ratio, a maximum secured debt leverage ratio, a minimum fixed charge coverage ratio, a maximum unsecured leverage ratio, a minimum tangible net worth requirement and a minimum unsecured interest coverage ratio. As of September 30, 2023, the Company was in compliance with all applicable financial covenants under the Credit Agreement. Interest Expense The Company incurred interest expense of $28.2 million and $85.0 million during the three and nine months ended September 30, 2023, respectively, and $27.1 million and $77.6 million during the three and nine months ended September 30, 2022, respectively. Interest expense includes non-cash interest expense of $3.1 million and $9.2 million for the three and nine months ended September 30, 2023, respectively, and $2.8 million and $8.3 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023 and December 31, 2022, the Company had $21.1 million and $18.2 million, respectively, of accrued interest included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets. Maturities The following is a schedule of maturities for the Company’s outstanding debt as of September 30, 2023 (in thousands): Secured Revolving Credit Facility (1) Term Loans Senior Notes Total October 1 through December 31, 2023 $ 499 $ — $ — $ — $ 499 2024 2,034 — — — 2,034 2025 2,089 — — — 2,089 2026 2,147 — — 500,000 502,147 2027 2,206 32,623 — 100,000 134,829 Thereafter 39,668 — 540,460 1,150,000 1,730,128 Total Debt 48,643 32,623 540,460 1,750,000 2,371,726 Discount, net — — — (4,075) (4,075) Deferred financing costs, net (854) — (6,449) (10,870) (18,173) Total Debt, Net $ 47,789 $ 32,623 $ 534,011 $ 1,735,055 $ 2,349,478 (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, 2023 | |
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 and collars as part of its interest rate risk management strategy. As of September 30, 2023, approximately $9.6 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, 2023 December 31, 2022 Derivatives designated as cash flow hedges: Denominated in U.S. Dollars (1) $ 753,750 $ 436,250 Denominated in Canadian Dollars (2) $ 300,000 $ 125,000 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 56,300 $ 55,991 Financial instruments designated as net investment hedges: Denominated in Canadian Dollars $ 194,300 $ 329,500 Derivatives not designated as net investment hedges: Denominated in Canadian Dollars $ — $ 309 (1) Balance as of September 30, 2023 includes two forward starting interest rate swaps with an effective date of August 2024 and an aggregate notional amount of $323.8 million. (2) Balance as of September 30, 2023 includes two forward starting interest rate swaps with an effective date of September 2024 and an aggregate notional amount of CAD $150.0 million. 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, 2023 and December 31, 2022 (dollars in thousands): Count as of September 30, 2023 Fair Value as of Maturity Dates Type Designation September 30, 2023 December 31, 2022 Balance Sheet Location Assets: Interest rate swaps Cash flow 5 $ 11,986 $ 11,004 2024 - 2028 Accounts receivable, prepaid expenses and other assets, net Interest rate collars Cash flow 2 5,133 6,622 2024 Accounts receivable, prepaid expenses and other assets, net Forward starting interest rate swaps Cash flow 4 18,164 — 2028 Accounts receivable, prepaid expenses and other assets, net Cross currency interest rate swaps Net investment 2 4,048 3,851 2025 Accounts receivable, prepaid expenses and other assets, net $ 39,331 $ 21,477 Liabilities: CAD borrowings under Revolving Credit Facility Net investment 1 32,623 150,982 2027 Revolving credit facility CAD Term Loan Net investment 1 110,460 92,288 2028 Term loans, net $ 143,083 $ 243,270 The following presents the effect of the Company’s derivative and financial instruments designated as hedging instruments on the consolidated statements of (loss) income and the consolidated statements of equity for the three and nine months ended September 30, 2023 and 2022 (in thousands): Gain (Loss) Recognized in Other Comprehensive Income Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cash Flow Hedges: Interest rate products $ 11,373 $ 6,817 $ 28,462 $ 20,146 Net Investment Hedges: Foreign currency products 1,140 2,253 349 2,840 CAD borrowings under Revolving Credit Facility 42 8,790 (2,650) 11,157 CAD term loan 2,760 5,988 265 7,463 $ 15,315 $ 23,848 $ 26,426 $ 41,606 Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Three Months Ended September 30, Nine Months Ended September 30, Income Statement Location 2023 2022 2023 2022 Cash Flow Hedges: Interest rate products Interest expense $ 2,369 $ (602) $ 5,848 $ (5,264) During the three and nine months ended September 30, 2023 and 2022, no cash flow hedges were determined to be ineffective. Derivatives Not Designated as Hedging Instruments As of September 30, 2023, the Company’s derivatives were all designated as hedging instruments. During the nine months ended September 30, 2022, the Company recorded $0.1 million of other expense related to the portion of derivatives not designated as hedging instruments and no such expense was recorded during each of the three months ended September 30, 2022 and the three and nine months ended September 30, 2023. 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, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 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 $ 39,331 $ — $ 39,331 $ — $ — $ 39,331 Offsetting Liabilities: Derivatives $ — $ — $ — $ — $ — $ — As of December 31, 2022 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 $ 21,477 $ — $ 21,477 $ — $ — $ 21,477 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, 2023, the Company had no derivatives in a net liability position related to these agreements. |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES Under GAAP, the Company is required to measure certain financial instruments at fair value on a recurring basis. In addition, the Company is required to measure other financial instruments and balances at fair value on a non-recurring basis (e.g., carrying value of impaired loans receivable and long-lived assets). Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories: • Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; • Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and • Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable. 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 Agreement 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 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. The Company utilized discount rates ranging from 8% to 15% with a weighted average rate of 8% in its fair value calculation. As such, the Company classifies these instruments as Level 3. Preferred equity investments : These instruments are presented on the accompanying 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 investments, the underlying collateral value and other credit enhancements. The Company utilized discount rates ranging from 10% to 15% with a weighted average rate of 11% in its fair value calculation. 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 consolidated balance sheets. The Company estimates the fair value of derivative instruments, including its interest rate swaps, interest rate collars 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 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 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. The Company utilized a rate of 7% in its fair value calculation. 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, 2023 and December 31, 2022 whose carrying amounts do not approximate their fair value (in thousands): As of September 30, 2023 As of December 31, 2022 Face (1) Carrying Amount (2) Fair Face (1) Carrying (2) Fair Financial assets: Loans receivable $ 371,133 $ 361,026 $ 368,437 $ 370,364 $ 360,325 $ 370,188 Preferred equity investments 56,760 56,921 58,697 50,902 51,071 51,995 Financial liabilities: Senior Notes 1,750,000 1,735,055 1,468,812 1,750,000 1,734,431 1,463,041 Secured indebtedness 48,643 47,789 34,164 50,123 49,232 38,149 (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, 2023 whose carrying amounts do not approximate their fair value with valuation methods utilizing the following types of inputs (in thousands): Fair Value Measurements Using Total Quoted Prices in Significant Other Significant Financial assets: Loans receivable $ 368,437 $ — $ — $ 368,437 Preferred equity investments 58,697 — — 58,697 Financial liabilities: Senior Notes 1,468,812 — 1,468,812 — Secured indebtedness 34,164 — — 34,164 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. Transaction volume for certain of the Company’s financial instruments remains relatively low, which has made the estimation of fair values difficult. 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, 2023, the Company recorded the following amounts measured at fair value (in thousands): Fair Value Measurements Using Total Quoted Prices in Significant Other Significant Recurring Basis: Financial assets: Interest rate swaps $ 11,986 $ — $ 11,986 $ — Interest rate collars 5,133 — 5,133 — Forward starting interest rate swaps 18,164 — 18,164 — Cross currency interest rate swaps 4,048 — 4,048 — |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
EQUITY | EQUITY Common Stock On February 23, 2023, the Company established an at-the-market equity offering program (the “ATM Program”) pursuant to which shares of its common stock having an aggregate gross sales price of up to $500.0 million may be sold from time to time (i) by the Company through a consortium of banks acting as sales agents or directly to the banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement. The use of a forward sale agreement would allow the Company to lock in a share price on the sale of shares at the time the agreement is effective, but defer receiving the proceeds from the sale of the shares until a later date. The Company may also elect to cash settle or net share settle all or a portion of its obligations under any forward sale agreement. The forward sale agreements have a one year term during which time the Company may settle the forward sales by delivery of physical shares of common stock to the forward purchasers or, at the Company’s election, in cash or net shares. The forward sale price that the Company expects to receive upon settlement will be the initial forward price established upon the effective date, subject to adjustments for (i) the forward purchasers’ stock borrowing costs and (ii) certain fixed price reductions during the term of the agreement. During the three and nine months ended September 30, 2023, no shares were sold under the ATM Program and the Company did not utilize the forward feature of the ATM Program. As of September 30, 2023, the Company had $500.0 million available under the ATM Program. The following table lists the cash dividends on common stock declared and paid by the Company during the nine months ended September 30, 2023: Declaration Date Record Date Amount Per Share Dividend Payable Date February 1, 2023 February 13, 2023 $ 0.30 February 28, 2023 May 3, 2023 May 16, 2023 $ 0.30 May 31, 2023 August 7, 2023 August 17, 2023 $ 0.30 August 31, 2023 During the nine months ended September 30, 2023, the Company issued 0.2 million shares of common stock as a result of restricted stock unit vestings. Upon any payment of shares to team members as a result of restricted stock unit vestings, the team members’ 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, 2023 and 2022, the Company incurred $1.4 million and $3.3 million, respectively, in tax withholding obligations on behalf of its team members 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, 2023 December 31, 2022 Foreign currency translation (loss) gain $ (780) $ 1,168 Unrealized gain on cash flow hedges 40,449 17,895 Total accumulated other comprehensive income $ 39,669 $ 19,063 |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 and 2022 (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator Net (loss) income $ (15,101) $ (50,064) $ (3,400) $ 7,343 Denominator Basic weighted average common shares and common equivalents 231,224,692 230,982,227 231,197,375 230,936,032 Dilutive restricted stock units — — — 843,718 Diluted weighted average common shares 231,224,692 230,982,227 231,197,375 231,779,750 Net (loss) income, per: Basic common share $ (0.07) $ (0.22) $ (0.01) $ 0.03 Diluted common share $ (0.07) $ (0.22) $ (0.01) $ 0.03 During the three and nine months ended September 30, 2023, approximately 1.6 million and 1.4 million restricted stock units, respectively, were not included in computing diluted earnings per share because they were considered anti-dilutive. During the three and nine months ended September 30, 2022, approximately 1.0 million and 10,500 restricted stock units, respectively, were not included in computing diluted earnings per share because they were considered anti-dilutive. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023, 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 and its subsidiaries are 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, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluates subsequent events up until the date the consolidated financial statements are issued. Dividend Declaration On November 6, 2023, the Company’s board of directors declared a quarterly cash dividend of $0.30 per share of common stock. The dividend will be paid on November 30, 2023 to common stockholders of record as of the close of business on November 17, 2023. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net (loss) income | $ (15,101) | $ (50,064) | $ (3,400) | $ 7,343 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of Sabra and its wholly owned subsidiaries as of September 30, 2023 and December 31, 2022 and for the three and nine month periods ended September 30, 2023 and 2022. All significant intercompany transactions and balances have been eliminated in consolidation. |
Basis of Presentation | The accompanying unaudited 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 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 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, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 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, 2023, the Company determined that it was not the primary beneficiary of any VIEs. 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, 2023, none of the Company’s investments in loans were accounted for as real estate joint ventures. |
Use of Estimates | The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. |
Fair Value of Financial Instruments | Under GAAP, the Company is required to measure certain financial instruments at fair value on a recurring basis. In addition, the Company is required to measure other financial instruments and balances at fair value on a non-recurring basis (e.g., carrying value of impaired loans receivable and long-lived assets). Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories: • Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; • Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and • Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable. 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 Agreement 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 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. The Company utilized discount rates ranging from 8% to 15% with a weighted average rate of 8% in its fair value calculation. As such, the Company classifies these instruments as Level 3. Preferred equity investments : These instruments are presented on the accompanying 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 investments, the underlying collateral value and other credit enhancements. The Company utilized discount rates ranging from 10% to 15% with a weighted average rate of 11% in its fair value calculation. 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 consolidated balance sheets. The Company estimates the fair value of derivative instruments, including its interest rate swaps, interest rate collars 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 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 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. The Company utilized a rate of 7% in its fair value calculation. As such, the Company classifies these instruments as Level 3. |
RECENT REAL ESTATE ACQUISITIO_2
RECENT REAL ESTATE ACQUISITIONS (CONSOLIDATED) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation | The consideration was allocated as follows (in thousands): Nine Months Ended September 30, 2023 2022 Land $ 3,415 $ 10,292 Building and improvements 45,333 83,118 Tenant origination and absorption costs intangible assets 2,706 4,887 Tenant relationship intangible assets 20 — Total consideration $ 51,474 $ 98,297 |
INVESTMENT IN REAL ESTATE PRO_2
INVESTMENT IN REAL ESTATE PROPERTIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties Held for Investment | The Company’s real estate properties held for investment consisted of the following (dollars in thousands): As of September 30, 2023 Property Type Number of Number of Total Accumulated Total Skilled Nursing/Transitional Care 240 26,623 $ 3,035,231 $ (530,290) $ 2,504,941 Senior Housing - Leased 43 3,473 572,633 (106,063) 466,570 Senior Housing - Managed 61 6,041 1,278,352 (250,772) 1,027,580 Behavioral Health 18 1,077 492,236 (68,654) 423,582 Specialty Hospitals and Other 15 392 225,443 (46,100) 179,343 377 37,606 5,603,895 (1,001,879) 4,602,016 Corporate Level 1,603 (605) 998 $ 5,605,498 $ (1,002,484) $ 4,603,014 As of December 31, 2022 Property Type Number of Number of Total Accumulated Total Skilled Nursing/Transitional Care 264 29,136 $ 3,385,221 $ (492,495) $ 2,892,726 Senior Housing - Leased 47 3,550 590,694 (97,716) 492,978 Senior Housing - Managed 59 5,942 1,205,283 (222,089) 983,194 Behavioral Health 17 965 465,143 (58,481) 406,662 Specialty Hospitals and Other 15 392 225,443 (42,038) 183,405 402 39,985 5,871,784 (912,819) 4,958,965 Corporate Level 904 (526) 378 $ 5,872,688 $ (913,345) $ 4,959,343 September 30, 2023 December 31, 2022 Building and improvements $ 4,815,199 $ 5,034,470 Furniture and equipment 234,882 262,644 Land improvements 10,241 7,085 Land 545,176 568,489 Total real estate at cost 5,605,498 5,872,688 Accumulated depreciation (1,002,484) (913,345) Total real estate investments, net $ 4,603,014 $ 4,959,343 |
Schedule of Future Minimum Rental Payments from Non-Cancelable Operating Leases | As of September 30, 2023, 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, 2023 $ 91,919 2024 371,661 2025 366,190 2026 350,583 2027 327,530 Thereafter 1,508,364 $ 3,016,247 |
Schedule of Investment in Joint Ventures | The following is a summary of the Company’s investment in unconsolidated joint ventures (dollars in thousands): Property Type Number of Properties as of September 30, 2023 Ownership as of September 30, 2023 (1) Book Value September 30, 2023 December 31, 2022 Sienna Joint Venture Senior Housing - Managed 12 50 % $ 118,150 $ 120,269 Marlin Spring Joint Venture Senior Housing - Managed 4 85 % 17,605 14,693 $ 135,755 $ 134,962 (1) These investments are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. During the nine months ended September 30, 2022, the Enlivant Joint Venture was a significant equity method investee of the Company. The following table presents summarized financial information for the Enlivant Joint Venture and, except for basis adjustments and loss from unconsolidated joint venture, reflects the historical cost basis of the assets which pre-dated the Company’s investment in the Enlivant Joint Venture (in thousands): Nine Months Ended September 30, 2022 Total revenues $ 237,144 Operating expenses 215,293 Net loss (7,177) Company’s share of net loss $ (3,525) Basis adjustments 5,755 Loss from unconsolidated joint venture $ (9,280) |
IMPAIRMENT OF REAL ESTATE AND_2
IMPAIRMENT OF REAL ESTATE AND DISPOSITIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Dispositions | The following table summarizes the Company’s dispositions for the periods presented (dollars in millions): Nine Months Ended September 30, 2023 2022 Number of facilities 27 11 Consideration, net of closing costs $ 256.2 $ 62.8 Net carrying value 332.1 67.4 Net loss on sale $ (75.9) $ (4.6) Net loss (1) $ (80.3) $ (63.1) (1) In addition to net loss on sale, net loss includes impairment of real estate of $7.1 million and $65.8 million for the nine months ended September 30, 2023 and 2022, respectively. |
LOANS RECEIVABLE AND OTHER IN_2
LOANS RECEIVABLE AND OTHER INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Loans Receivable and Other Investments | As of September 30, 2023 and December 31, 2022, the Company’s loans receivable and other investments consisted of the following (dollars in thousands): As of September 30, 2023 Investment Quantity as of September 30, 2023 Property Type Principal Balance as of September 30, 2023 (1) Book Value as of September 30, 2023 Book Value as of December 31, 2022 Weighted Average Contractual Interest Rate / Rate of Return Weighted Average Annualized Effective Interest Rate / Rate of Return Maturity Date as of September 30, 2023 Loans Receivable: Mortgage 2 Behavioral Health $ 319,000 $ 319,000 $ 319,000 7.6 % 7.6 % 11/01/26 - 01/31/27 Other 10 Multiple 52,133 48,703 47,936 7.5 % 7.0 % 08/31/23 - 05/01/29 12 371,133 367,703 366,936 7.6 % 7.6 % Allowance for loan losses — (6,677) (6,611) $ 371,133 $ 361,026 $ 360,325 Other Investments: Preferred Equity 5 Skilled Nursing / Senior Housing 56,760 56,921 51,071 11.0 % 11.0 % N/A Total 17 $ 427,893 $ 417,947 $ 411,396 8.1 % 8.0 % (1) Principal balance includes amounts funded and accrued but unpaid interest / preferred return and excludes capitalizable fees. |
Schedule of Additional Information Regarding the Company's Loans Receivable | Additional information regarding the Company’s loans receivable is as follows (dollars in thousands): Nine Months Ended September 30, 2023 2022 Allowance for loan losses: Balance at beginning of the period $ 6,611 $ 6,344 Provision for loan losses 549 83 Write-off of uncollectible balances (483) — Balance at end of the period $ 6,677 $ 6,427 September 30, 2023 December 31, 2022 Deteriorated credit quality: Number of loans receivable investments 1 1 Principal balance $ 1,214 $ 1,214 Book value — — Nonaccrual status: Number of loans receivable investments 3 3 Book value $ — $ — |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s secured debt consists of the following (dollars in thousands): As of September 30, 2023 Interest Rate Type Principal Balance as of (1) Principal Balance as of (1) Weighted Average Weighted Average (2) Maturity Fixed Rate $ 48,643 $ 50,123 2.85 % 3.34 % May 2031 - (1) Principal balance does not include deferred financing costs, net of $0.9 million as of each of September 30, 2023 and December 31, 2022. (2) Weighted average effective interest rate includes private mortgage insurance. The Company’s senior unsecured notes consist of the following (dollars in thousands): Principal Balance as of Title Maturity Date September 30, 2023 (1) December 31, 2022 (1) 5.125% senior unsecured notes due 2026 (“2026 Notes”) August 15, 2026 $ 500,000 $ 500,000 5.88% senior unsecured notes due 2027 (“2027 Notes”) May 17, 2027 100,000 100,000 3.90% senior unsecured notes due 2029 (“2029 Notes”) October 15, 2029 350,000 350,000 3.20% senior unsecured notes due 2031 (“2031 Notes”) December 1, 2031 800,000 800,000 $ 1,750,000 $ 1,750,000 (1) Principal balance does not include discount, net of $4.1 million and deferred financing costs, net of $10.9 million as of September 30, 2023 and does not include discount, net of $3.5 million and deferred financing costs, net of $12.0 million as of December 31, 2022. In addition, the weighted average effective interest rate as of September 30, 2023 was 4.01%. |
Schedule of Maturities for Outstanding Debt | The following is a schedule of maturities for the Company’s outstanding debt as of September 30, 2023 (in thousands): Secured Revolving Credit Facility (1) Term Loans Senior Notes Total October 1 through December 31, 2023 $ 499 $ — $ — $ — $ 499 2024 2,034 — — — 2,034 2025 2,089 — — — 2,089 2026 2,147 — — 500,000 502,147 2027 2,206 32,623 — 100,000 134,829 Thereafter 39,668 — 540,460 1,150,000 1,730,128 Total Debt 48,643 32,623 540,460 1,750,000 2,371,726 Discount, net — — — (4,075) (4,075) Deferred financing costs, net (854) — (6,449) (10,870) (18,173) Total Debt, Net $ 47,789 $ 32,623 $ 534,011 $ 1,735,055 $ 2,349,478 (1) Revolving Credit Facility is subject to two six-month extension options. |
DERIVATIVE AND HEDGING INSTRU_2
DERIVATIVE AND HEDGING INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amount of Derivatives Instruments | The following presents the notional amount of derivative instruments as of the dates indicated (in thousands): September 30, 2023 December 31, 2022 Derivatives designated as cash flow hedges: Denominated in U.S. Dollars (1) $ 753,750 $ 436,250 Denominated in Canadian Dollars (2) $ 300,000 $ 125,000 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 56,300 $ 55,991 Financial instruments designated as net investment hedges: Denominated in Canadian Dollars $ 194,300 $ 329,500 Derivatives not designated as net investment hedges: Denominated in Canadian Dollars $ — $ 309 (1) Balance as of September 30, 2023 includes two forward starting interest rate swaps with an effective date of August 2024 and an aggregate notional amount of $323.8 million. (2) Balance as of September 30, 2023 includes two forward starting interest rate swaps with an effective date of September 2024 and an aggregate notional amount of CAD $150.0 million. |
Schedule of Derivative and Financial Instruments Designated as Hedging Instruments | The following is a summary of the derivative and financial instruments designated as hedging instruments held by the Company at September 30, 2023 and December 31, 2022 (dollars in thousands): Count as of September 30, 2023 Fair Value as of Maturity Dates Type Designation September 30, 2023 December 31, 2022 Balance Sheet Location Assets: Interest rate swaps Cash flow 5 $ 11,986 $ 11,004 2024 - 2028 Accounts receivable, prepaid expenses and other assets, net Interest rate collars Cash flow 2 5,133 6,622 2024 Accounts receivable, prepaid expenses and other assets, net Forward starting interest rate swaps Cash flow 4 18,164 — 2028 Accounts receivable, prepaid expenses and other assets, net Cross currency interest rate swaps Net investment 2 4,048 3,851 2025 Accounts receivable, prepaid expenses and other assets, net $ 39,331 $ 21,477 Liabilities: CAD borrowings under Revolving Credit Facility Net investment 1 32,623 150,982 2027 Revolving credit facility CAD Term Loan Net investment 1 110,460 92,288 2028 Term loans, net $ 143,083 $ 243,270 |
Effect of Derivative Financial Instruments on the Condensed Consolidated Statements of (Loss) 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 consolidated statements of (loss) income and the consolidated statements of equity for the three and nine months ended September 30, 2023 and 2022 (in thousands): Gain (Loss) Recognized in Other Comprehensive Income Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cash Flow Hedges: Interest rate products $ 11,373 $ 6,817 $ 28,462 $ 20,146 Net Investment Hedges: Foreign currency products 1,140 2,253 349 2,840 CAD borrowings under Revolving Credit Facility 42 8,790 (2,650) 11,157 CAD term loan 2,760 5,988 265 7,463 $ 15,315 $ 23,848 $ 26,426 $ 41,606 Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Three Months Ended September 30, Nine Months Ended September 30, Income Statement Location 2023 2022 2023 2022 Cash Flow Hedges: Interest rate products Interest expense $ 2,369 $ (602) $ 5,848 $ (5,264) |
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, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 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 $ 39,331 $ — $ 39,331 $ — $ — $ 39,331 Offsetting Liabilities: Derivatives $ — $ — $ — $ — $ — $ — As of December 31, 2022 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 $ 21,477 $ — $ 21,477 $ — $ — $ 21,477 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, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 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 $ 39,331 $ — $ 39,331 $ — $ — $ 39,331 Offsetting Liabilities: Derivatives $ — $ — $ — $ — $ — $ — As of December 31, 2022 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 $ 21,477 $ — $ 21,477 $ — $ — $ 21,477 Offsetting Liabilities: Derivatives $ — $ — $ — $ — $ — $ — |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Face Values, Carrying Amounts and Fair Values of Financial Instruments | The following are the face values, carrying amounts and fair values of the Company’s financial instruments as of September 30, 2023 and December 31, 2022 whose carrying amounts do not approximate their fair value (in thousands): As of September 30, 2023 As of December 31, 2022 Face (1) Carrying Amount (2) Fair Face (1) Carrying (2) Fair Financial assets: Loans receivable $ 371,133 $ 361,026 $ 368,437 $ 370,364 $ 360,325 $ 370,188 Preferred equity investments 56,760 56,921 58,697 50,902 51,071 51,995 Financial liabilities: Senior Notes 1,750,000 1,735,055 1,468,812 1,750,000 1,734,431 1,463,041 Secured indebtedness 48,643 47,789 34,164 50,123 49,232 38,149 (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. |
Schedule of Fair Value of Financial Instruments | The Company determined the fair value of financial instruments as of September 30, 2023 whose carrying amounts do not approximate their fair value with valuation methods utilizing the following types of inputs (in thousands): Fair Value Measurements Using Total Quoted Prices in Significant Other Significant Financial assets: Loans receivable $ 368,437 $ — $ — $ 368,437 Preferred equity investments 58,697 — — 58,697 Financial liabilities: Senior Notes 1,468,812 — 1,468,812 — Secured indebtedness 34,164 — — 34,164 |
Schedule of Items Measured at Fair Value on a Recurring Basis | During the nine months ended September 30, 2023, the Company recorded the following amounts measured at fair value (in thousands): Fair Value Measurements Using Total Quoted Prices in Significant Other Significant Recurring Basis: Financial assets: Interest rate swaps $ 11,986 $ — $ 11,986 $ — Interest rate collars 5,133 — 5,133 — Forward starting interest rate swaps 18,164 — 18,164 — Cross currency interest rate swaps 4,048 — 4,048 — |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Cash Dividends on Common Stock Declared and Paid | The following table lists the cash dividends on common stock declared and paid by the Company during the nine months ended September 30, 2023: Declaration Date Record Date Amount Per Share Dividend Payable Date February 1, 2023 February 13, 2023 $ 0.30 February 28, 2023 May 3, 2023 May 16, 2023 $ 0.30 May 31, 2023 August 7, 2023 August 17, 2023 $ 0.30 August 31, 2023 |
Schedule of Accumulated Other Comprehensive Income | The following is a summary of the Company’s accumulated other comprehensive income (in thousands): September 30, 2023 December 31, 2022 Foreign currency translation (loss) gain $ (780) $ 1,168 Unrealized gain on cash flow hedges 40,449 17,895 Total accumulated other comprehensive income $ 39,669 $ 19,063 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 and 2022 (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator Net (loss) income $ (15,101) $ (50,064) $ (3,400) $ 7,343 Denominator Basic weighted average common shares and common equivalents 231,224,692 230,982,227 231,197,375 230,936,032 Dilutive restricted stock units — — — 843,718 Diluted weighted average common shares 231,224,692 230,982,227 231,197,375 231,779,750 Net (loss) income, per: Basic common share $ (0.07) $ (0.22) $ (0.01) $ 0.03 Diluted common share $ (0.07) $ (0.22) $ (0.01) $ 0.03 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 USD ($) variableInterestEntity investment | Sep. 30, 2023 USD ($) variableInterestEntity investment | |
Accounting Policies [Line Items] | ||
Number of investments in loans accounted for as real estate joint ventures | investment | 0 | 0 |
Vandalism And Theft | ||
Accounting Policies [Line Items] | ||
Proceeds of insurance | $ 6 | $ 6 |
Gain of unusual amount | 3.7 | 3.7 |
Fire | ||
Accounting Policies [Line Items] | ||
Proceeds of insurance | 1.1 | 1.1 |
Gain of unusual amount | $ 0.5 | $ 0.5 |
Primary beneficiary | ||
Accounting Policies [Line Items] | ||
Number of variable interest entities | variableInterestEntity | 0 | 0 |
RECENT REAL ESTATE ACQUISITIO_3
RECENT REAL ESTATE ACQUISITIONS (CONSOLIDATED) - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) property | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) property | Sep. 30, 2022 USD ($) property | |
Business Acquisition [Line Items] | |||||
Payment of contingent consideration | $ 17,900 | $ 2,500 | |||
Recent Real Estate Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Total revenues | $ 2,600 | $ 3,900 | 6,800 | 6,000 | |
Net (loss) income (less than in nine months ended 2023) | $ 46 | $ 300 | $ 1 | $ 900 | |
Recent Real Estate Acquisitions | Tenant origination and absorption costs | |||||
Business Acquisition [Line Items] | |||||
Weighted-average amortization period of intangible assets | 1 year | 1 year | |||
Recent Real Estate Acquisitions | Tenant relationships | |||||
Business Acquisition [Line Items] | |||||
Weighted-average amortization period of intangible assets | 22 years | ||||
Recent Real Estate Acquisitions | Senior Housing - Leased | |||||
Business Acquisition [Line Items] | |||||
Number of acquired properties | property | 1 | ||||
Recent Real Estate Acquisitions | Senior Housing - Managed | |||||
Business Acquisition [Line Items] | |||||
Number of acquired properties | property | 1 | 3 | |||
Preferred equity investment book value at acquisition | $ 4,600 | $ 14,300 | |||
Payment of contingent consideration | $ 17,900 | ||||
Number of properties | property | 2 | ||||
Recent Real Estate Acquisitions | Senior Housing Facilities - Managed Communities, Proprietary Development Pipeline | |||||
Business Acquisition [Line Items] | |||||
Number of acquired properties | property | 2 |
RECENT REAL ESTATE ACQUISITIO_4
RECENT REAL ESTATE ACQUISITIONS (CONSOLIDATED) - Purchase Price Allocation for Recent Real Estate Acquisitions (Details) - Recent Real Estate Acquisitions - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 |
Business Acquisition [Line Items] | ||
Land | $ 3,415 | $ 10,292 |
Building and improvements | 45,333 | 83,118 |
Total consideration | 51,474 | 98,297 |
Tenant origination and absorption costs intangible assets | ||
Business Acquisition [Line Items] | ||
Tenant intangible assets | 2,706 | 4,887 |
Tenant relationship intangible assets | ||
Business Acquisition [Line Items] | ||
Tenant intangible assets | $ 20 | $ 0 |
INVESTMENT IN REAL ESTATE PRO_3
INVESTMENT IN REAL ESTATE PROPERTIES - Real Estate Properties Held for Investment (Details) $ in Thousands | Sep. 30, 2023 USD ($) bed facility | Dec. 31, 2022 USD ($) facility bed |
Real Estate Properties [Line Items] | ||
Building and improvements | $ 4,815,199 | $ 5,034,470 |
Furniture and equipment | 234,882 | 262,644 |
Land improvements | 10,241 | 7,085 |
Land | 545,176 | 568,489 |
Total Real Estate at Cost | 5,605,498 | 5,872,688 |
Accumulated Depreciation | (1,002,484) | (913,345) |
Total Real Estate Investments, Net | $ 4,603,014 | $ 4,959,343 |
Operating Segments | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 377 | 402 |
Number of Beds/Units | bed | 37,606 | 39,985 |
Total Real Estate at Cost | $ 5,603,895 | $ 5,871,784 |
Accumulated Depreciation | (1,001,879) | (912,819) |
Total Real Estate Investments, Net | $ 4,602,016 | $ 4,958,965 |
Operating Segments | Skilled Nursing/Transitional Care | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 240 | 264 |
Number of Beds/Units | bed | 26,623 | 29,136 |
Total Real Estate at Cost | $ 3,035,231 | $ 3,385,221 |
Accumulated Depreciation | (530,290) | (492,495) |
Total Real Estate Investments, Net | $ 2,504,941 | $ 2,892,726 |
Operating Segments | Senior Housing - Leased | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 43 | 47 |
Number of Beds/Units | bed | 3,473 | 3,550 |
Total Real Estate at Cost | $ 572,633 | $ 590,694 |
Accumulated Depreciation | (106,063) | (97,716) |
Total Real Estate Investments, Net | $ 466,570 | $ 492,978 |
Operating Segments | Senior Housing - Managed | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 61 | 59 |
Number of Beds/Units | bed | 6,041 | 5,942 |
Total Real Estate at Cost | $ 1,278,352 | $ 1,205,283 |
Accumulated Depreciation | (250,772) | (222,089) |
Total Real Estate Investments, Net | $ 1,027,580 | $ 983,194 |
Operating Segments | Behavioral Health | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 18 | 17 |
Number of Beds/Units | bed | 1,077 | 965 |
Total Real Estate at Cost | $ 492,236 | $ 465,143 |
Accumulated Depreciation | (68,654) | (58,481) |
Total Real Estate Investments, Net | $ 423,582 | $ 406,662 |
Operating Segments | Specialty Hospitals and Other | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 15 | 15 |
Number of Beds/Units | bed | 392 | 392 |
Total Real Estate at Cost | $ 225,443 | $ 225,443 |
Accumulated Depreciation | (46,100) | (42,038) |
Total Real Estate Investments, Net | 179,343 | 183,405 |
Corporate Level | ||
Real Estate Properties [Line Items] | ||
Total Real Estate at Cost | 1,603 | 904 |
Accumulated Depreciation | (605) | (526) |
Total Real Estate Investments, Net | $ 998 | $ 378 |
INVESTMENT IN REAL ESTATE PRO_4
INVESTMENT IN REAL ESTATE PROPERTIES - Operating Leases Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) facility | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) facility | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) facility | |
Real Estate Properties [Line Items] | |||||
Weighted-average remaining term of operating leases | 8 years | 8 years | |||
Security deposit liability | $ 17 | $ 17 | $ 13 | ||
Letters of credit deposited | 57 | 57 | 57 | ||
Tenant deposits for future real estate taxes, insurance expenditures, and tenant improvements | 11.6 | 11.6 | $ 13.3 | ||
Variable lease revenue | $ 3.8 | $ 4.3 | $ 11.4 | $ 13.7 | |
North American Health Care, Inc | |||||
Real Estate Properties [Line Items] | |||||
Write-off of non-cash rent receivable | $ 15.6 | ||||
Minimum | |||||
Real Estate Properties [Line Items] | |||||
Operating lease expiration term | 1 year | 1 year | |||
Maximum | |||||
Real Estate Properties [Line Items] | |||||
Operating lease expiration term | 19 years | 19 years | |||
Operating Segments | |||||
Real Estate Properties [Line Items] | |||||
Number of properties | facility | 377 | 377 | 402 | ||
Operating Segments | Senior Housing - Managed | |||||
Real Estate Properties [Line Items] | |||||
Number of properties | facility | 61 | 61 | 59 |
INVESTMENT IN REAL ESTATE PRO_5
INVESTMENT IN REAL ESTATE PROPERTIES - Future Minimum Rental Payments Receivable for Properties Held for Investment Under Non-Cancelable Operating Leases (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Future minimum rental payments from the Company’s properties held for investment under non-cancelable operating leases: | |
October 1 through December 31, 2023 | $ 91,919 |
2024 | 371,661 |
2025 | 366,190 |
2026 | 350,583 |
2027 | 327,530 |
Thereafter | 1,508,364 |
Total | $ 3,016,247 |
INVESTMENT IN REAL ESTATE PRO_6
INVESTMENT IN REAL ESTATE PROPERTIES - Senior Housing - Managed Communities Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | $ 59,748 | $ 47,610 | $ 174,897 | $ 133,973 |
Ancillary services | ||||
Disaggregation of Revenue [Line Items] | ||||
Resident fees and services | $ 400 | $ 400 | $ 1,400 | $ 1,000 |
INVESTMENT IN REAL ESTATE PRO_7
INVESTMENT IN REAL ESTATE PROPERTIES - Capital and Other Expenditures Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Real Estate [Abstract] | |
Future capital expenditures | $ 44 |
INVESTMENT IN REAL ESTATE PRO_8
INVESTMENT IN REAL ESTATE PROPERTIES - Schedule of Investment in Joint Ventures (Details) $ in Thousands, $ in Millions | Sep. 30, 2023 USD ($) property | Sep. 30, 2023 CAD ($) property | Dec. 31, 2022 USD ($) |
Unconsolidated Joint Venture | |||
Book Value | $ 135,755 | $ 134,962 | |
Sienna Joint Venture | |||
Unconsolidated Joint Venture | |||
Ownership | 50% | 50% | |
Book Value | $ 118,150 | 120,269 | |
Marlin Spring Joint Venture | |||
Unconsolidated Joint Venture | |||
Ownership | 85% | 85% | |
Book Value | $ 17,605 | $ 14,693 | |
Senior Housing - Managed | Marlin Spring Joint Venture | |||
Unconsolidated Joint Venture | |||
Book Value | $ 6.1 | ||
Senior Housing - Managed | Sienna Joint Venture | |||
Unconsolidated Joint Venture | |||
Number of properties | property | 12 | 12 | |
Senior Housing - Managed | Marlin Spring Joint Venture | |||
Unconsolidated Joint Venture | |||
Number of properties | property | 4 | 4 |
INVESTMENT IN REAL ESTATE PRO_9
INVESTMENT IN REAL ESTATE PROPERTIES - Investment in Unconsolidated Joint Venture Narrative (Details) $ in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 USD ($) | Sep. 30, 2023 CAD ($) | Sep. 30, 2023 USD ($) property | Sep. 30, 2023 CAD ($) property | Jan. 01, 2023 | |
Unconsolidated Joint Venture | |||||
Investment in unconsolidated joint ventures | $ 134,962 | $ 135,755 | |||
Marlin Spring Joint Venture | |||||
Unconsolidated Joint Venture | |||||
Investment in unconsolidated joint ventures | 14,693 | $ 17,605 | |||
Equity interest in joint venture | 85% | 85% | |||
Marlin Spring Joint Venture | Senior Housing - Managed | |||||
Unconsolidated Joint Venture | |||||
Number of acquired properties | property | 1 | 1 | |||
Payments to acquire buildings | $ 30 | ||||
Investment in unconsolidated joint ventures | $ 6.1 | ||||
Enlivant Joint Venture | |||||
Unconsolidated Joint Venture | |||||
Equity interest, investment basis amount | 0 | ||||
Other-than-temporary impairment of unconsolidated joint ventures | $ 57,800 | ||||
Equity interest in joint venture | 49% | ||||
Marlin Spring Joint Venture | Marlin Spring Joint Venture | Senior Housing - Managed | |||||
Unconsolidated Joint Venture | |||||
Debt assumed | $ 23.6 |
INVESTMENT IN REAL ESTATE PR_10
INVESTMENT IN REAL ESTATE PROPERTIES - Summarized Financial Data of Unconsolidated Joint Venture (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Summarized financial information | ||||
Total revenues | $ 161,627 | $ 140,764 | $ 484,117 | $ 459,826 |
Loss from unconsolidated joint venture | $ (645) | $ (4,384) | $ (2,136) | (9,715) |
Enlivant Joint Venture | ||||
Summarized financial information | ||||
Total revenues | 237,144 | |||
Operating expenses | 215,293 | |||
Net loss | (7,177) | |||
Company’s share of net loss | (3,525) | |||
Basis adjustments | 5,755 | |||
Loss from unconsolidated joint venture | $ (9,280) |
INVESTMENT IN REAL ESTATE PR_11
INVESTMENT IN REAL ESTATE PROPERTIES - Net Investment in Sales-Type Lease Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) property | |
Real Estate Properties [Line Items] | ||||
Net proceeds from sales-type lease | $ 25,490 | $ 0 | ||
Skilled nursing transitional care facility | ||||
Real Estate Properties [Line Items] | ||||
Net investment in sales type lease | $ 25,500 | |||
Properties in sales-type | property | 1 | |||
Net proceeds from sales-type lease | $ 25,500 |
IMPAIRMENT OF REAL ESTATE AND_3
IMPAIRMENT OF REAL ESTATE AND DISPOSITIONS - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) facility | Sep. 30, 2022 USD ($) facility | Sep. 30, 2023 USD ($) facility | Sep. 30, 2022 USD ($) facility | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment of real estate | $ | $ 0 | $ 60,857 | $ 7,064 | $ 72,602 |
Held-for-sale or sold | Skilled nursing transitional care facility | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of properties | facility | 1 | 10 | 1 | 10 |
IMPAIRMENT OF REAL ESTATE AND_4
IMPAIRMENT OF REAL ESTATE AND DISPOSITIONS - Dispositions (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 USD ($) facility | Sep. 30, 2022 USD ($) facility | |
Dispositions: | ||
Number of facilities | facility | 27 | 11 |
Consideration, net of closing costs | $ 256.2 | $ 62.8 |
Net carrying value | 332.1 | 67.4 |
Net loss on sale | (75.9) | (4.6) |
Net loss | (80.3) | (63.1) |
Impairment upon disposal | $ 7.1 | $ 65.8 |
LOANS RECEIVABLE AND OTHER IN_3
LOANS RECEIVABLE AND OTHER INVESTMENTS - Composition of Loans Receivable and Other Investments (Details) $ in Thousands | Sep. 30, 2023 USD ($) loan investment preferredEquityInvestment | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Loans Receivable: | ||||
Quantity | loan | 12 | |||
Principal balance | $ 371,133 | $ 370,364 | ||
Book value | 367,703 | 366,936 | ||
Allowance for loan losses | (6,677) | (6,611) | $ (6,427) | $ (6,344) |
Book value | $ 361,026 | 360,325 | ||
Weighted Average Contractual Interest Rate / Rate of Return | 7.60% | |||
Weighted Average Annualized Effective Interest Rate / Rate of Return | 7.60% | |||
Other Investments: | ||||
Quantity | preferredEquityInvestment | 5 | |||
Principal balance | $ 56,760 | 50,902 | ||
Book value | $ 56,921 | 51,071 | ||
Weighted Average Contractual Interest Rate / Rate of Return | 11% | |||
Weighted Average Annualized Effective Interest Rate / Rate of Return | 11% | |||
Total quantity | investment | 17 | |||
Total principal balance | $ 427,893 | |||
Total book value | $ 417,947 | 411,396 | ||
Total weighted average contractual interest rate / rate of return | 8.10% | |||
Total weighted average annualized effective interest rate / rate of return | 8% | |||
Mortgage | ||||
Loans Receivable: | ||||
Quantity | loan | 2 | |||
Principal balance | $ 319,000 | |||
Book value | $ 319,000 | 319,000 | ||
Weighted Average Contractual Interest Rate / Rate of Return | 7.60% | |||
Weighted Average Annualized Effective Interest Rate / Rate of Return | 7.60% | |||
Other | ||||
Loans Receivable: | ||||
Quantity | loan | 10 | |||
Principal balance | $ 52,133 | |||
Book value | $ 48,703 | $ 47,936 | ||
Weighted Average Contractual Interest Rate / Rate of Return | 7.50% | |||
Weighted Average Annualized Effective Interest Rate / Rate of Return | 7% |
LOANS RECEIVABLE AND OTHER IN_4
LOANS RECEIVABLE AND OTHER INVESTMENTS - Schedule of Additional Information Regarding the Company's Loans Receivable (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 USD ($) loan | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) loan | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of the period | $ 6,611 | $ 6,344 | |
Provision for loan losses | 549 | 83 | |
Write-off of uncollectible balances | (483) | 0 | |
Balance at end of the period | 6,677 | $ 6,427 | |
Deteriorated credit quality: | |||
Principal balance | 371,133 | $ 370,364 | |
Book value | $ 361,026 | $ 360,325 | |
Nonaccrual status | |||
Nonaccrual status: | |||
Number of loans receivable investments | loan | 3 | 3 | |
Book value | $ 0 | $ 0 | |
Receivables with deteriorated credit quality | |||
Deteriorated credit quality: | |||
Number of loans receivable investments | loan | 1 | 1 | |
Principal balance | $ 1,214 | $ 1,214 | |
Book value | $ 0 | $ 0 |
DEBT - Secured Indebtedness (De
DEBT - Secured Indebtedness (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Deferred financing costs | $ 18,173 | |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Deferred financing costs | 854 | $ 900 |
Secured Debt | Fixed Rate | ||
Debt Instrument [Line Items] | ||
Principal balance | $ 48,643 | $ 50,123 |
Weighted Average Interest Rate (percent) | 2.85% | |
Weighted Average Effective Interest Rate (percent) | 3.34% |
DEBT - Senior Unsecured Notes (
DEBT - Senior Unsecured Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Discount, net | $ 4,075 | |
Deferred financing costs | 18,173 | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal balance | 1,750,000 | $ 1,750,000 |
Discount, net | 4,075 | 3,500 |
Deferred financing costs | $ 10,870 | 12,000 |
Weighted average effective interest rate (percent) | 4.01% | |
Senior Notes | 5.125% senior unsecured notes due 2026 (“2026 Notes”) | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 5.125% | |
Principal balance | $ 500,000 | 500,000 |
Senior Notes | 5.88% senior unsecured notes due 2027 (“2027 Notes”) | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 5.88% | |
Principal balance | $ 100,000 | 100,000 |
Senior Notes | 3.90% senior unsecured notes due 2029 (“2029 Notes”) | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 3.90% | |
Principal balance | $ 350,000 | 350,000 |
Senior Notes | 3.20% senior unsecured notes due 2031 (“2031 Notes”) | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 3.20% | |
Principal balance | $ 800,000 | $ 800,000 |
DEBT - Senior Unsecured Notes N
DEBT - Senior Unsecured Notes Narrative (Details) - Senior Notes | Sep. 30, 2023 |
5.125% senior unsecured notes due 2026 (“2026 Notes”) | |
Debt Instrument [Line Items] | |
Interest rate (percent) | 5.125% |
5.88% senior unsecured notes due 2027 (“2027 Notes”) | |
Debt Instrument [Line Items] | |
Interest rate (percent) | 5.88% |
5.375% Senior Unsecured Notes Due 2023 | |
Debt Instrument [Line Items] | |
Interest rate (percent) | 5.375% |
3.90% senior unsecured notes due 2029 (“2029 Notes”) | |
Debt Instrument [Line Items] | |
Interest rate (percent) | 3.90% |
3.20% senior unsecured notes due 2031 (“2031 Notes”) | |
Debt Instrument [Line Items] | |
Interest rate (percent) | 3.20% |
DEBT - Credit Agreement Narrati
DEBT - Credit Agreement Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||||||
Jan. 04, 2023 USD ($) extensionOption | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 CAD ($) | Jan. 04, 2023 CAD ($) extensionOption | Dec. 31, 2022 USD ($) | Sep. 09, 2019 USD ($) | Sep. 09, 2019 CAD ($) | |
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | $ 0 | $ 140,000 | $ 1,541,000 | $ 411,000 | ||||||
Amount outstanding under credit facility | 32,623,000 | 32,623,000 | $ 196,982,000 | |||||||
Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | 0 | |||||||||
Deferred finance costs | 18,100,000 | 18,100,000 | ||||||||
Credit Agreement | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing capacity | $ 1,000,000,000 | $ 1,000,000,000 | ||||||||
Borrowing capacity in certain foreign currencies | $ 350,000,000 | 175,000,000 | ||||||||
Basis spread on variable rate | 1% | |||||||||
Number of extension options | extensionOption | 2 | 2 | ||||||||
Extension period | 6 months | |||||||||
Amount outstanding under credit facility | 32,600,000 | 32,600,000 | $ 44,300,000 | |||||||
Available borrowing capacity | $ 967,400,000 | $ 967,400,000 | ||||||||
Interest rate | 6.49% | 6.49% | 6.49% | |||||||
Credit Agreement | Revolving Credit Facility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Annum percent unused borrowing fee | 0.125% | 0.125% | ||||||||
Credit Agreement | Revolving Credit Facility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Annum percent unused borrowing fee | 0.30% | 0.30% | ||||||||
Credit Agreement | Revolving Credit Facility | Prime Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.50% | 0.50% | ||||||||
Credit Agreement | Revolving Credit Facility | Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1% | 1% | ||||||||
Credit Agreement | Revolving Credit Facility | Base Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0% | 0% | ||||||||
Credit Agreement | Revolving Credit Facility | Base Rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.45% | 0.45% | ||||||||
Credit Agreement | Revolving Credit Facility | LIBOR | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.775% | |||||||||
Credit Agreement | Revolving Credit Facility | LIBOR | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.45% | |||||||||
Credit Agreement | Revolving Credit Facility | SOFR | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.775% | |||||||||
Credit Agreement | Revolving Credit Facility | SOFR | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.45% | |||||||||
Credit Agreement | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing capacity | $ 2,750,000,000 | 2,750,000,000 | ||||||||
U.S. dollar Term Loan | Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 430,000,000 | $ 436,300,000 | ||||||||
Loss on extinguishment of debt | $ 100,000 | $ 400,000 | ||||||||
Interest rate | 6.66% | 6.66% | 6.66% | |||||||
Effective interest rate | 3.94% | 3.94% | 3.94% | |||||||
U.S. dollar Term Loan | Credit Agreement | Interest rate swaps | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 430,000,000 | $ 430,000,000 | ||||||||
Fixed interest rate under swap | 2.69% | 2.69% | 2.69% | |||||||
U.S. dollar Term Loan | Credit Agreement | Base Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0% | 0% | ||||||||
U.S. dollar Term Loan | Credit Agreement | Base Rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.65% | 0.65% | ||||||||
U.S. dollar Term Loan | Credit Agreement | LIBOR | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.85% | |||||||||
U.S. dollar Term Loan | Credit Agreement | LIBOR | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.65% | |||||||||
U.S. dollar Term Loan | Credit Agreement | SOFR | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.85% | |||||||||
U.S. dollar Term Loan | Credit Agreement | SOFR | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.65% | |||||||||
U.S. dollar Term Loan | Fifth Amended and Restated Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | $ 1,500,000 | |||||||||
Canadian dollar Term Loan | Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 150,000,000 | $ 125,000,000 | ||||||||
Interest rate | 6.64% | 6.64% | 6.64% | |||||||
Effective interest rate | 2.88% | 2.88% | 2.88% | |||||||
Canadian dollar Term Loan | Credit Agreement | Interest rate swaps | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 150,000,000 | |||||||||
Fixed interest rate under swap | 1.63% | 1.63% | 1.63% | |||||||
Canadian dollar Term Loan | Credit Agreement | CDOR | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.85% | 0.85% | ||||||||
Canadian dollar Term Loan | Credit Agreement | CDOR | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.65% | 1.65% |
DEBT - Interest Expense Narrati
DEBT - Interest Expense Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |||||
Interest expense | $ 28,156 | $ 27,071 | $ 85,024 | $ 77,573 | |
Non-cash interest expense | 3,100 | $ 2,800 | 9,179 | $ 8,300 | |
Accrued interest | $ 21,100 | $ 21,100 | $ 18,200 |
DEBT - Schedule of Maturities f
DEBT - Schedule of Maturities for Outstanding Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
October 1 through December 31, 2023 | $ 499 | |
2024 | 2,034 | |
2025 | 2,089 | |
2026 | 502,147 | |
2027 | 134,829 | |
Thereafter | 1,730,128 | |
Total Debt | 2,371,726 | |
Discount, net | (4,075) | |
Deferred financing costs, net | (18,173) | |
Total Debt, Net | 2,349,478 | |
Secured Indebtedness | ||
Debt Instrument [Line Items] | ||
October 1 through December 31, 2023 | 499 | |
2024 | 2,034 | |
2025 | 2,089 | |
2026 | 2,147 | |
2027 | 2,206 | |
Thereafter | 39,668 | |
Total Debt | 48,643 | |
Discount, net | 0 | |
Deferred financing costs, net | (854) | $ (900) |
Total Debt, Net | 47,789 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
October 1 through December 31, 2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 32,623 | |
Thereafter | 0 | |
Total Debt | 32,623 | |
Discount, net | 0 | |
Deferred financing costs, net | 0 | |
Total Debt, Net | 32,623 | |
Term Loans | ||
Debt Instrument [Line Items] | ||
October 1 through December 31, 2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 540,460 | |
Total Debt | 540,460 | |
Discount, net | 0 | |
Deferred financing costs, net | (6,449) | |
Total Debt, Net | 534,011 | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
October 1 through December 31, 2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 500,000 | |
2027 | 100,000 | |
Thereafter | 1,150,000 | |
Total Debt | 1,750,000 | |
Discount, net | (4,075) | (3,500) |
Deferred financing costs, net | (10,870) | $ (12,000) |
Total Debt, Net | $ 1,735,055 |
DERIVATIVE AND HEDGING INSTRU_3
DERIVATIVE AND HEDGING INSTRUMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Derivative [Line Items] | |||||
Fair value of derivatives in a net liability position | $ 0 | $ 0 | $ 0 | ||
Credit risk-related contingent features | |||||
Derivative [Line Items] | |||||
Fair value of derivatives in a net liability position | 0 | 0 | |||
Cash flow hedges | Interest rate swaps | |||||
Derivative [Line Items] | |||||
Ineffectiveness on cash flow hedges | 0 | $ 0 | 0 | $ 0 | |
Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Fair value of derivatives in a net liability position | 143,083,000 | 143,083,000 | $ 243,270,000 | ||
Designated as Hedging Instrument | Cash flow hedges | |||||
Derivative [Line Items] | |||||
Gains included in accumulated other comprehensive income expected to be reclassified into retained earnings in the next 12 months | 9,600,000 | ||||
Not Designated as Hedging Instrument | Cross currency interest rate swaps | |||||
Derivative [Line Items] | |||||
Other expense related to derivatives | $ 0 | $ 0 | $ 0 | $ 100,000 |
DERIVATIVE AND HEDGING INSTRU_4
DERIVATIVE AND HEDGING INSTRUMENTS - Notional Amount of Derivatives Instruments (Details) | Sep. 30, 2023 USD ($) derivative | Sep. 30, 2023 CAD ($) derivative | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) |
Cash flow hedges | Designated as hedging instrument | ||||
Derivative [Line Items] | ||||
Notional amount | $ 753,750,000 | $ 436,250,000 | ||
Cash flow hedges | Designated as hedging instrument | Cross currency interest rate swaps | ||||
Derivative [Line Items] | ||||
Notional amount | $ 300,000,000 | $ 125,000,000 | ||
Cash flow hedges | Designated as hedging instrument | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Number of interest rate swaps | derivative | 2 | 2 | ||
Cash flow hedges | Designated as hedging instrument | Interest Rate Swap One | ||||
Derivative [Line Items] | ||||
Notional amount | $ 323,800,000 | |||
Cash flow hedges | Designated as hedging instrument | Interest Rate Swap Two | ||||
Derivative [Line Items] | ||||
Notional amount | $ 150,000,000 | |||
Net Investment Hedges | Designated as hedging instrument | ||||
Derivative [Line Items] | ||||
Notional amount | 194,300,000 | 329,500,000 | ||
Net Investment Hedges | Designated as hedging instrument | Cross currency interest rate swaps | ||||
Derivative [Line Items] | ||||
Notional amount | 56,300,000 | 55,991,000 | ||
Net Investment Hedges | Not designated as hedging instrument | Cross currency interest rate swaps | ||||
Derivative [Line Items] | ||||
Notional amount | $ 0 | $ 309,000 |
DERIVATIVE AND HEDGING INSTRU_5
DERIVATIVE AND HEDGING INSTRUMENTS - Derivative and Financial Instruments Designated as Hedging Instruments (Details) $ in Thousands | Sep. 30, 2023 USD ($) instrument | Dec. 31, 2022 USD ($) |
Assets: | ||
Fair value | $ 39,331 | $ 21,477 |
Liabilities: | ||
Fair value | $ 0 | $ 0 |
Derivative liability, statement of financial position | Accounts payable and accrued liabilities, Revolving credit facility, Term loans, net | |
Derivative asset, statement of financial position | Accounts receivable, prepaid expenses and other assets, net | |
Designated as hedging instrument | ||
Assets: | ||
Fair value | $ 39,331 | $ 21,477 |
Liabilities: | ||
Fair value | $ 143,083 | 243,270 |
Designated as hedging instrument | Interest rate swaps | Cash flow | ||
Assets: | ||
Count | instrument | 5 | |
Fair value | $ 11,986 | 11,004 |
Designated as hedging instrument | Interest rate collars | Cash flow | ||
Assets: | ||
Count | instrument | 2 | |
Fair value | $ 5,133 | 6,622 |
Designated as hedging instrument | Forward starting interest rate swaps | Cash flow | ||
Assets: | ||
Count | instrument | 4 | |
Fair value | $ 18,164 | 0 |
Designated as hedging instrument | Cross currency interest rate swaps | Net investment | ||
Assets: | ||
Count | instrument | 2 | |
Fair value | $ 4,048 | 3,851 |
Designated as hedging instrument | Currency Swap | Net investment | Revolving credit facility | ||
Liabilities: | ||
Count | instrument | 1 | |
Fair value | $ 32,623 | 150,982 |
Designated as hedging instrument | Currency Swap | Net investment | Term loans, net | ||
Liabilities: | ||
Count | instrument | 1 | |
Fair value | $ 110,460 | $ 92,288 |
DERIVATIVE AND HEDGING INSTRU_6
DERIVATIVE AND HEDGING INSTRUMENTS - Effect of Derivative Financial Instruments on the Condensed Consolidated Statements of (Loss) Income and Condensed Consolidated Statements of Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in other comprehensive income, cash flow hedges and net investment hedges | $ 15,315 | $ 23,848 | $ 26,426 | $ 41,606 |
Interest rate products | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in other comprehensive income, cash flow hedges | 11,373 | 6,817 | 28,462 | 20,146 |
Interest rate products | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) reclassified from accumulated other comprehensive income into income , cash flow hedges | 2,369 | (602) | 5,848 | (5,264) |
Foreign currency products | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in other comprehensive income, net investment hedges | 1,140 | 2,253 | 349 | 2,840 |
Currency Swap | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in other comprehensive income, net investment hedges | 2,760 | 5,988 | 265 | 7,463 |
Currency Swap | Revolving Credit Facility | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in other comprehensive income, net investment hedges | $ 42 | $ 8,790 | $ (2,650) | $ 11,157 |
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, 2023 | Dec. 31, 2022 |
Offsetting Assets: | ||
Gross Amounts of Recognized Assets / Liabilities | $ 39,331 | $ 21,477 |
Gross Amounts Offset in the Balance Sheet | 0 | 0 |
Net Amounts of Assets / Liabilities presented in the Balance Sheet | 39,331 | 21,477 |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | 39,331 | 21,477 |
Offsetting Liabilities: | ||
Gross Amounts of Recognized Assets / Liabilities | 0 | 0 |
Gross Amounts Offset in the Balance Sheet | 0 | 0 |
Net Amounts of Assets / Liabilities presented in the Balance Sheet | 0 | 0 |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | $ 0 | $ 0 |
FAIR VALUE DISCLOSURES - Narrat
FAIR VALUE DISCLOSURES - Narrative (Details) - Discount Rate | Sep. 30, 2023 |
Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Loans receivable, measurement input | 0.08 |
Preferred equity investments, measurement input | 0.10 |
Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Loans receivable, measurement input | 0.15 |
Preferred equity investments, measurement input | 0.15 |
Weighted Average | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Loans receivable, measurement input | 0.08 |
Preferred equity investments, measurement input | 0.11 |
Weighted Average | Secured Indebtedness | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt, measurement input | 0.07 |
FAIR VALUE DISCLOSURES - Face V
FAIR VALUE DISCLOSURES - Face Values, Carrying Amounts and Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Financial assets: | ||
Loans receivable | $ 371,133 | $ 370,364 |
Preferred equity investments | 56,760 | 50,902 |
Senior Notes | ||
Financial liabilities: | ||
Financial liabilities, face value | 1,750,000 | 1,750,000 |
Secured Indebtedness | ||
Financial liabilities: | ||
Financial liabilities, face value | 48,643 | 50,123 |
Carrying Amount | ||
Financial assets: | ||
Loans receivable | 361,026 | 360,325 |
Preferred equity investments | 56,921 | 51,071 |
Carrying Amount | Senior Notes | ||
Financial liabilities: | ||
Financial liabilities, carrying amount and fair value | 1,735,055 | 1,734,431 |
Carrying Amount | Secured Indebtedness | ||
Financial liabilities: | ||
Financial liabilities, carrying amount and fair value | 47,789 | 49,232 |
Fair Value | ||
Financial assets: | ||
Loans receivable | 368,437 | 370,188 |
Preferred equity investments | 58,697 | 51,995 |
Fair Value | Senior Notes | ||
Financial liabilities: | ||
Financial liabilities, carrying amount and fair value | 1,468,812 | 1,463,041 |
Fair Value | Secured Indebtedness | ||
Financial liabilities: | ||
Financial liabilities, carrying amount and fair value | $ 34,164 | $ 38,149 |
FAIR VALUE DISCLOSURES - Fair V
FAIR VALUE DISCLOSURES - Fair Value of Financial Instruments (Details) - Recurring $ in Thousands | Sep. 30, 2023 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Loans receivable | $ 368,437 |
Preferred equity investments | 58,697 |
Senior Notes | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial liabilities | 1,468,812 |
Secured Indebtedness | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial liabilities | 34,164 |
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 |
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 |
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 |
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 |
Significant Other Observable Inputs (Level 2) | Senior Notes | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial liabilities | 1,468,812 |
Significant Other Observable Inputs (Level 2) | Secured Indebtedness | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial liabilities | 0 |
Significant Unobservable Inputs (Level 3) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Loans receivable | 368,437 |
Preferred equity investments | 58,697 |
Significant Unobservable Inputs (Level 3) | Senior Notes | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial liabilities | 0 |
Significant Unobservable Inputs (Level 3) | Secured Indebtedness | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial liabilities | $ 34,164 |
FAIR VALUE DISCLOSURES - Items
FAIR VALUE DISCLOSURES - Items Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 39,331 | $ 21,477 |
Recurring | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 11,986 | |
Recurring | Interest rate collars | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 5,133 | |
Recurring | Forward starting interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 18,164 | |
Recurring | Cross currency interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 4,048 | |
Recurring | 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 | |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Interest rate collars | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Forward starting interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Recurring | 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 | |
Recurring | Significant Other Observable Inputs (Level 2) | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 11,986 | |
Recurring | Significant Other Observable Inputs (Level 2) | Interest rate collars | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 5,133 | |
Recurring | Significant Other Observable Inputs (Level 2) | Forward starting interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 18,164 | |
Recurring | 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 | 4,048 | |
Recurring | Significant Unobservable Inputs (Level 3) | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Recurring | Significant Unobservable Inputs (Level 3) | Interest rate collars | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Recurring | Significant Unobservable Inputs (Level 3) | Forward starting interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Recurring | 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 |
EQUITY - Common Stock (Details)
EQUITY - Common Stock (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 23, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Tax withholding obligations incurred on behalf of employees | $ 1,400,000 | $ 3,300,000 | ||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issued upon vesting (in shares) | 200,000 | |||
ATM Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate gross proceeds possible from sales of common stock under equity offering program | $ 500,000,000 | |||
Forward sale agreements term | 1 year | |||
Shares issued (in shares) | 0 | 0 | ||
Amount available for issuance | $ 500,000,000 | $ 500,000,000 |
EQUITY - Cash Dividends on Comm
EQUITY - Cash Dividends on Common Stock Declared and Paid (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||||
Aug. 07, 2023 | May 03, 2023 | Feb. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Equity [Abstract] | |||||||
Common dividends (in dollars per share) | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.90 | $ 0.90 |
EQUITY - Accumulated Other Comp
EQUITY - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Total Equity [Line Items] | ||||||
Accumulated other comprehensive income | $ 2,868,853 | $ 2,943,744 | $ 3,056,395 | $ 3,208,733 | $ 3,317,726 | $ 3,379,530 |
Total accumulated other comprehensive income | ||||||
Total Equity [Line Items] | ||||||
Accumulated other comprehensive income | 39,669 | $ 32,239 | 19,063 | $ 18,522 | $ 10,145 | $ (10,021) |
Foreign currency translation (loss) gain | ||||||
Total Equity [Line Items] | ||||||
Accumulated other comprehensive income | (780) | 1,168 | ||||
Unrealized gain on cash flow hedges | ||||||
Total Equity [Line Items] | ||||||
Accumulated other comprehensive income | $ 40,449 | $ 17,895 |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator | ||||
Net (loss) income | $ (15,101) | $ (50,064) | $ (3,400) | $ 7,343 |
Denominator | ||||
Basic weighted average common shares and common equivalents (in shares) | 231,224,692 | 230,982,227 | 231,197,375 | 230,936,032 |
Dilutive restricted stock units (in shares) | 0 | 0 | 0 | 843,718 |
Diluted weighted average common shares (in shares) | 231,224,692 | 230,982,227 | 231,197,375 | 231,779,750 |
Net (loss) income, per: | ||||
Basic common share (in dollars per share) | $ (0.07) | $ (0.22) | $ (0.01) | $ 0.03 |
Diluted common share (in dollars per share) | $ (0.07) | $ (0.22) | $ (0.01) | $ 0.03 |
EARNINGS PER COMMON SHARE - Nar
EARNINGS PER COMMON SHARE - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
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) | 1,600,000 | 1,000,000 | 1,400,000 | 10,500 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||||||
Nov. 06, 2023 | Aug. 07, 2023 | May 03, 2023 | Feb. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | ||||||||
Quarterly cash dividend declared on common stock (in dollars per share) | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.90 | $ 0.90 | |
Subsequent event | ||||||||
Subsequent Event [Line Items] | ||||||||
Quarterly cash dividend declared on common stock (in dollars per share) | $ 0.30 |