UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2016~~2017



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-34950

SABRA HEALTH CARE REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)



Maryland		27-2560479
(State of Incorporation)		(I.R.S. Employer Identification No.)

18500 Von Karman Avenue, Suite 550

Irvine, CA 92612

(888) 393-8248

(Address, zip code and telephone number of Registrant)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company,” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of ~~May 1, 2016,~~April 26, 2017, there were ~~65,273,218~~65,410,668 shares of the registrant’s $0.01 par value Common Stock outstanding.

SABRA HEALTH CARE REIT, INC. AND SUBSIDIARIES

Index



		Page Numbers
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Condensed Consolidated Balance Sheets	3

	~~Condensed Consolidated Statements of (Loss) Income~~	4

	Condensed Consolidated Statements of ~~Comprehensive~~ Income (Loss)	5

	Condensed Consolidated Statements of Comprehensive Income (Loss)	6

	Condensed Consolidated Statements of Equity	67

	Condensed Consolidated Statements of Cash Flows	78

	Notes to Condensed Consolidated Financial Statements	89

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3135

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4246

Item 4.	Controls and Procedures	4246

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	4347

Item 1a.	Risk Factors	4347

Item 6.	Exhibits	4448

Signatures		4651

References throughout this document to “Sabra,” “we,” “our,” “ours” and “us” refer to Sabra Health Care REIT, Inc. and its direct and indirect consolidated subsidiaries and not any other person.

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q (this “10-Q”) contain “forward-looking” information as that term is defined by the Private Securities Litigation Reform Act of 1995. Any statements that do not relate to historical or current facts or matters are forward-looking statements. Examples of forward-looking statements include all statements regarding our expected future financial position, results of operations, cash flows, liquidity, financing plans, business strategy, budgets, the expected amounts and timing of dividends and other distributions, projected expenses and capital expenditures, competitive position, growth opportunities, potential investments, plans and objectives for future operations, and compliance with and changes in governmental regulations. You can identify some of the forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying words.

Our actual results may differ materially from those projected or contemplated by our forward-looking statements as a result of various factors, including, among others, the following:

our dependence on Genesis Healthcare, Inc. (“Genesis”) and certain wholly owned subsidiaries of Holiday AL Holdings LP (collectively, “Holiday”) until we are able to further diversify our portfolio;

our dependence on the operating success of our tenants;

the significant amount of and our ability to service our indebtedness;

covenants in our debt agreements that may restrict our ability to pay dividends, make investments, incur additional indebtedness and refinance indebtedness on favorable terms;

increases in market interest rates;

changes in foreign currency exchange rates;

our ability to raise capital through equity and debt financings;

the impact of required regulatory approvals of transfers of healthcare properties;

the effect of ~~increasing~~changing healthcare regulation and enforcement on our tenants and the dependence of our tenants on reimbursement from governmental and other third-party payors;

the relatively illiquid nature of real estate investments;

competitive conditions in our industry;

the loss of key management personnel or other employees;

the impact of litigation and rising insurance costs on the business of our tenants;

the effect of our tenants declaring bankruptcy or becoming insolvent;

uninsured or underinsured losses affecting our properties and the possibility of environmental compliance costs and liabilities;

the ownership limits and anti-takeover defenses in our governing documents and Maryland law, which may restrict change of control or business combination opportunities;

the impact of a failure or security breach of information technology in our operations;

our ability to find replacement tenants and the impact of unforeseen costs in acquiring new properties;

our ability to maintain our status as a real estate investment trust (“REIT”);

changes in tax laws and regulations affecting REITs; and

compliance with REIT requirements and certain tax and tax regulatory matters related to our status as a REIT.

Additional factors related to the proposed transaction with Care Capital Properties, Inc. (“CCP”) include, among others, the following:

the possibility that the parties may be unable to obtain required stockholder approvals or regulatory approvals or that other conditions to closing the transaction may not be satisfied, such that the transaction will not close or that the closing may be delayed;

the potential adverse effect on tenant and vendor relationships, operating results and business generally resulting from the proposed transaction;

the proposed transaction will require significant time, attention and resources, potentially diverting attention from the conduct of our business;

the amount of debt that will need to be refinanced or amended in connection with the proposed merger and the ability to do so on acceptable terms;

changes in healthcare regulation and political or economic conditions;

the anticipated benefits of the proposed transaction may not be realized;

the anticipated and unanticipated costs, fees, expenses and liabilities related to the transaction;

the outcome of any legal proceedings related to the transaction; and

the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement.

We urge you to carefully consider these risks and review the additional disclosures we make concerning risks and other factors that may materially affect the outcome of our forward-looking statements and our future business and operating results, including those made in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 (our ~~“2015~~“2016 Annual Report on Form 10-K”), and in Part II, Item 1A, "Risk Factors" of this 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission (the “SEC”), including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. We caution you that any forward-looking statements made in this 10-Q are not guarantees of future performance, events or results, and you should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. We do not intend, and we undertake no obligation, to update any forward-looking information to reflect events or circumstances after the date of this 10-Q or to reflect the occurrence of unanticipated events, unless required by law to do so.

PART I. FINANCIAL INFORMATION



ITEM 1.	FINANCIAL STATEMENTS

SABRA HEALTH CARE REIT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)


	March 31, 2016			December 31, 2015			March 31, 2017			December 31, 2016
	(unaudited)						(unaudited)
Assets
Real estate investments, net of accumulated depreciation of $242,630 and $237,841 as of March 31, 2016 and December 31, 2015, respectively	$	1,923,773		$	2,039,616
Real estate investments, net of accumulated depreciation of $297,405 and $282,812 as of March 31, 2017 and December 31, 2016, respectively							$	1,993,592		$	2,009,939
Loans receivable and other investments, net	297,508			300,177			96,489			96,036
Cash and cash equivalents	9,133			7,434			12,814			25,663
Restricted cash	8,773			9,813			9,151			9,002
Assets held for sale	75,450			—
Assets held for sale, net							2,073			—
Prepaid expenses, deferred financing costs and other assets, net	119,519			111,797			126,007			125,279
Total assets	$	2,434,156		$	2,468,837		$	2,240,126		$	2,265,919

Liabilities
Mortgage notes, net	$	175,045		$	174,846		$	159,905		$	160,752
Revolving credit facility	198,000			255,000			17,000			26,000
Term loans, net	338,629			264,229			336,592			335,673
Senior unsecured notes, net	686,336			685,704			688,879			688,246
Liabilities held for sale	340			—
Accounts payable and accrued liabilities	28,308			35,182			33,397			39,639
Total liabilities	1,426,658			1,414,961			1,235,773			1,250,310

Commitments and contingencies (Note 12)

Equity
Preferred stock, $.01 par value; 10,000,000 shares authorized, 5,750,000 shares issued and outstanding as of March 31, 2016 and December 31, 2015	58			58
Common stock, $.01 par value; 125,000,000 shares authorized, 65,273,218 and 65,182,335 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively	653			652
Preferred stock, $.01 par value; 10,000,000 shares authorized, 5,750,000 shares issued and outstanding as of March 31, 2017 and December 31, 2016							58			58
Common stock, $.01 par value; 125,000,000 shares authorized, 65,410,668 and 65,285,614 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively							654			653
Additional paid-in capital	1,203,390			1,202,541			1,208,907			1,208,862
Cumulative distributions in excess of net income	(187,279		)	(142,148		)	(203,641		)	(192,201		)
Accumulated other comprehensive loss	(9,398		)	(7,333		)	(1,628		)	(1,798		)
Total Sabra Health Care REIT, Inc. stockholders’ equity	1,007,424			1,053,770			1,004,350			1,015,574
Noncontrolling interests	74			106			3			35
Total equity	1,007,498			1,053,876			1,004,353			1,015,609
Total liabilities and equity	$	2,434,156		$	2,468,837		$	2,240,126		$	2,265,919

See accompanying notes to condensed consolidated financial statements.

SABRA HEALTH CARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) ~~INCOME~~

(dollars in thousands, except per share data)

(unaudited)


	Three Months Ended March 31,						Three Months Ended March 31,
	2016			2015			2017			2016
Revenues:
Rental income	$	55,312		$	49,505		$	57,224		$	55,312
Interest and other income	5,332			5,385			1,945			5,332
Resident fees and services	1,915			682			3,481			1,915

Total revenues	62,559			55,572			62,650			62,559

Expenses:
Depreciation and amortization	17,766			14,150			19,137			17,766
Interest	16,918			13,880			15,788			16,918
Operating expenses	1,412			498			2,420			1,412
General and administrative	4,714			6,361			6,873			4,714
Provision for doubtful accounts and loan losses	2,523			1,144			1,770			2,523
Impairment of real estate	29,811			—			—			29,811

Total expenses	73,144			36,033			45,988			73,144

Other expense:
Other income (expense):
Loss on extinguishment of debt	(556		)	—			—			(556		)
Other expense	—			(100		)
Other income							2,129			—
Net loss on sale of real estate	(4,602		)	—			—			(4,602		)

Total other expense	(5,158		)	(100		)
Total other income (expense)							2,129			(5,158		)

Net (loss) income	(15,743		)	19,439
Net income (loss)							18,791			(15,743		)

Net loss attributable to noncontrolling interests	32			11			32			32

Net (loss) income attributable to Sabra Health Care REIT, Inc.	(15,711		)	19,450
Net income (loss) attributable to Sabra Health Care REIT, Inc.							18,823			(15,711		)

Preferred stock dividends	(2,561		)	(2,561		)	(2,561		)	(2,561		)

Net (loss) income attributable to common stockholders	$	(18,272	)	$	16,889
Net income (loss) attributable to common stockholders							$	16,262		$	(18,272	)

Net (loss) income attributable to common stockholders, per:
Net income (loss) attributable to common stockholders, per:

Basic common share	$	(0.28	)	$	0.29		$	0.25		$	(0.28	)

Diluted common share	$	(0.28	)	$	0.28		$	0.25		$	(0.28	)

Weighted-average number of common shares outstanding, basic	65,248,203			59,185,225			65,354,649			65,248,203

Weighted-average number of common shares outstanding, diluted	65,248,203			59,559,253			65,920,486			65,248,203

See accompanying notes to condensed consolidated financial statements.

SABRA HEALTH CARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ~~INCOME~~

(in thousands)

(unaudited)

Three Months Ended March 31,
2016 2015

Net (loss) income $ (15,743 ) $ 19,439
Other comprehensive income (loss):
Foreign currency translation (573 ) —
Unrealized loss on cash flow hedges (1,492 ) (1,545 )

Total other comprehensive loss (2,065 ) (1,545 )

Comprehensive (loss) income (17,808 ) 17,894

Comprehensive loss attributable to noncontrolling interest 32
11

Comprehensive (loss) income attributable to Sabra Health Care REIT, Inc. $ (17,776 ) $ 17,905



	Three Months Ended March 31,
	2017			2016

Net income (loss)	$	18,791		$	(15,743	)
Other comprehensive income (loss):
Foreign currency translation loss	(558		)	(573		)
Unrealized gain (loss) on cash flow hedges	728			(1,492		)

Total other comprehensive income (loss)	170			(2,065		)

Comprehensive income (loss)	18,961			(17,808		)

Comprehensive loss attributable to noncontrolling interest	32			32

Comprehensive income (loss) attributable to Sabra Health Care REIT, Inc.	$	18,993		$	(17,776	)

See accompanying notes to condensed consolidated financial statements.

SABRA HEALTH CARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(dollars in thousands, except per share data)

(unaudited)


	Preferred Stock				Common Stock			Additional Paid-in Capital				Cumulative Distributions in Excess of Net Income			Accumulated Other Comprehensive Loss				Total Stockholders’ Equity				Noncontrolling Interests				Total Equity
	Shares		Amount		Shares	Amounts
Balance, December 31, 2014	5,750,000		$	58	59,047,001	$	590	Additional Paid-in Capital			$	Cumulative Distributions in Excess of Net Income	1,053,601		Accumulated Other Comprehensive Loss			$	Total Stockholders’ Equity			(110,841	Noncontrolling Interests			)	Total Equity				$	(1,542	)		$	941,866		$	(43	)		$	941,823
Net income (loss)	—		—		—	—		—				19,450			—				19,450				(11		)		19,439
Other comprehensive loss	—		—		—	—		—				—			(1,545		)		(1,545		)		—				(1,545		)
Amortization of stock-based compensation	—		—		—	—		3,023				—			—				3,023				—				3,023
Common stock issuance, net	—		—		187,055	2		(4,811		)		—			—				(4,809		)		—				(4,809		)
Preferred dividends	—		—		—	—		—				(2,561		)	—				(2,561		)		—				(2,561		)
Common dividends ($0.39 per share)	—		—		—	—		—				(23,216		)	—				(23,216		)		—				(23,216		)
Balance, March 31, 2015	5,750,000		$	58	59,234,056	$	592	$	1,051,813			$	(117,168	)	$	(3,087	)		$	932,208			$	(54	)		$	932,154


	Preferred Stock				Common Stock			Additional Paid-in Capital				Cumulative Distributions in Excess of Net Income			Accumulated Other Comprehensive Loss				Total Stockholders’ Equity				Noncontrolling Interests				Total Equity				Preferred Stock						Common Stock							Additional Paid-in Capital				Cumulative Distributions in Excess of Net Income				Accumulated Other Comprehensive Loss				Total Stockholders’ Equity				Noncontrolling Interests				Total Equity
	Shares		Amount		Shares	Amounts									Accumulated Other Comprehensive Loss			Shares					Noncontrolling Interests			Amount					Shares			Amounts										Additional Paid-in Capital				Cumulative Distributions in Excess of Net Income				Accumulated Other Comprehensive Loss				Total Stockholders’ Equity				Noncontrolling Interests				Total Equity
Balance, December 31, 2015	5,750,000		$	58	65,182,335	$	652	Additional Paid-in Capital			$	Cumulative Distributions in Excess of Net Income	1,202,541		$	(142,148	)		Total Stockholders’ Equity	$	(7,333	)		$	1,053,770		Total Equity			$	106			$	1,053,876		5,750,000			$	58			65,182,335			$	652			$	1,202,541			$	(142,148	)		$	(7,333	)		$	1,053,770			$	106		$	1,053,876
Net loss	—		—		—	—		—				(15,711		)	—				(15,711		)		(32		)		(15,743		)		—			—			—			—				—				(15,711		)		—				(15,711		)		(32		)		(15,743		)
Other comprehensive loss	—		—		—	—		—				—			(2,065		)		(2,065		)		—				(2,065		)		—			—			—			—				—				—				(2,065		)		(2,065		)		—				(2,065		)
Amortization of stock-based compensation	—	��	—		—	—		1,938				—			—				1,938				—				1,938				—			—			—			—				1,938				—				—				1,938				—				1,938
Common stock issuance, net	—		—		90,883	1		(1,089		)		—			—				(1,088		)		—				(1,088		)		—			—			90,883			1				(1,089		)		—				—				(1,088		)		—				(1,088		)
Preferred dividends	—		—		—	—		—				(2,561		)	—				(2,561		)		—				(2,561		)		—			—			—			—				—				(2,561		)		—				(2,561		)		—				(2,561		)
Common dividends ($0.41 per share)	—		—		—	—		—				(26,859		)	—				(26,859		)		—				(26,859		)		—			—			—			—				—				(26,859		)		—				(26,859		)		—				(26,859		)
Balance, March 31, 2016	5,750,000		$	58	65,273,218	$	653	$	1,203,390			$	(187,279	)	$	(9,398	)		$	1,007,424			$	74			$	1,007,498			5,750,000			$	58		65,273,218			$	653			$	1,203,390			$	(187,279	)		$	(9,398	)		$	1,007,424			$	74			$	1,007,498


																															Preferred Stock						Common Stock							Additional Paid-in Capital				Cumulative Distributions in Excess of Net Income				Accumulated Other Comprehensive Loss				Total Stockholders’ Equity				Noncontrolling Interests				Total Equity
																															Shares			Amount			Shares			Amounts												Accumulated Other Comprehensive Loss				Total Stockholders’ Equity				Noncontrolling Interests				Total Equity
Balance, December 31, 2016																															5,750,000			$	58		65,285,614			$	653			Additional Paid-in Capital			$	Cumulative Distributions in Excess of Net Income	1,208,862			$	(192,201	)		$	(1,798	)		$	1,015,574			$	35			$	1,015,609
Net income (loss)																															—			—			—			—				—				18,823				—				18,823				(32		)		18,791
Other comprehensive loss																															—			—			—			—				—				—				170				170				—				170
Amortization of stock-based compensation																															—			—			—			—				2,860				—				—				2,860				—				2,860
Common stock issuance, net																															—			—			125,054			1				(2,815		)		—				—				(2,814		)		—				(2,814		)
Preferred dividends																															—			—			—			—				—				(2,561		)		—				(2,561		)		—				(2,561		)
Common dividends ($0.42 per share)																															—			—			—			—				—				(27,702		)		—				(27,702		)		—				(27,702		)
Balance, March 31, 2017																															5,750,000			$	58		65,410,668			$	654			$	1,208,907			$	(203,641	)		$	(1,628	)		$	1,004,350			$	3			$	1,004,353

See accompanying notes to condensed consolidated financial statements.

SABRA HEALTH CARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three Months Ended March 31,						Three Months Ended March 31,
	2016			2015			2017			2016
Cash flows from operating activities:
Net (loss) income	$	(15,743	)	$	19,439
Net income (loss)							$	18,791		$	(15,743	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	17,766			14,150			19,137			17,766
Non-cash interest income adjustments	222			113			26			222
Amortization of deferred financing costs	1,221			1,261			1,277			1,221
Stock-based compensation expense	1,818			2,918			2,588			1,818
Amortization of debt discount	27			25			28			27
Loss on extinguishment of debt	556			—			—			556
Straight-line rental income adjustments	(5,593		)	(5,656		)	(4,607		)	(5,593		)
Provision for doubtful accounts and loan losses	2,523			1,144			1,770			2,523
Change in fair value of contingent consideration	—			100			(822		)	—
Net loss on sales of real estate	4,602			—			—			4,602
Impairment of real estate	29,811			—			—			29,811
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(5,900		)	(3,206		)	(1,414		)	(5,900		)
Accounts payable and accrued liabilities	(5,430		)	(4,988		)	(4,605		)	(5,430		)
Restricted cash	(1,154		)	(599		)	(731		)	(1,154		)

Net cash provided by operating activities	24,726			24,701			31,438			24,726
Cash flows from investing activities:
Origination and fundings of loans receivable	(5,850		)	(7,303		)	(508		)	(5,850		)
Origination and fundings of preferred equity investments	(984		)	(311		)	(51		)	(984		)
Additions to real estate	(474		)	(675		)	(520		)	(474		)
Repayment of loans receivable	8,874			2,052			118			8,874
Net proceeds from the sale of real estate	398			—			—			398

Net cash provided by (used in) investing activities	1,964			(6,237		)
Net cash (used in) provided by investing activities							(961		)	1,964
Cash flows from financing activities:
Net repayments of revolving credit facility	(57,000		)	(42,000		)	(9,000		)	(57,000		)
Proceeds from term loans	69,360			—			—			69,360
Principal payments on mortgage notes	(1,022		)	(697		)	(1,021		)	(1,022		)
Payments of deferred financing costs	(5,885		)	(130		)	(109		)	(5,885		)
Issuance of common stock	(1,274		)	(7,587		)
Issuance of common stock, net							(3,224		)	(1,274		)
Dividends paid on common and preferred stock	(29,301		)	(25,672		)	(29,993		)	(29,301		)

Net cash used in financing activities	(25,122		)	(76,086		)	(43,347		)	(25,122		)

Net increase (decrease) in cash and cash equivalents	1,568			(57,622		)
Net (decrease) increase in cash and cash equivalents							(12,870		)	1,568
Effect of foreign currency translation on cash and cash equivalents	131			—			21			131
Cash and cash equivalents, beginning of period	7,434			61,793			25,663			7,434

Cash and cash equivalents, end of period	$	9,133		$	4,171		$	12,814		$	9,133
Supplemental disclosure of cash flow information:
Interest paid	$	19,459		$	16,761		$	18,127		$	19,459

See accompanying notes to condensed consolidated financial statements.

SABRA HEALTH CARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


1.	~~BUSINESS~~

1. BUSINESS

Overview

Sabra Health Care REIT, Inc. (“Sabra” or the “Company”) was incorporated on May 10, 2010 as a wholly owned subsidiary of Sun Healthcare Group, Inc. (“Sun”) and commenced operations on November 15, 2010 following Sabra's separation from Sun (the "Separation Date"). Sabra elected to be treated as a real estate investment trust (“REIT”) with the filing of its U.S. federal income tax return for the taxable year beginning January 1, 2011. Sabra believes that it has been organized and operated, and it intends to continue to operate, in a manner to qualify as a REIT. Sabra’s primary business consists of acquiring, financing and owning real estate property to be leased to third party tenants in the healthcare sector. Sabra primarily generates revenues by leasing properties to tenants and operators throughout the United States and Canada. Sabra owns substantially all of its assets and properties and conducts its operations through Sabra Health Care Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), of which Sabra is the sole general partner and Sabra's wholly owned subsidiaries are currently the only limited partners, or by subsidiaries of the Operating Partnership. The Company’s investment portfolio is primarily comprised of skilled nursing/transitional care facilities, senior housing facilities, an acute care ~~hospitals,~~hospital leased to third-party operators; senior housing facilities operated by third-party property managers pursuant to property management agreements (“Managed Properties”); investments in loans ~~receivable~~receivable; and preferred equity investments.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Sabra and its wholly owned subsidiaries as of March 31, ~~2016~~2017 and December 31, ~~2015~~2016 and for the periods ended March 31, ~~2016~~2017 and ~~2015.~~2016. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the results for such periods. Operating results for the three months ended March 31, ~~2016~~2017 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2016~~2017. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, ~~2015~~2016 included in the Company’s ~~2015~~ Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC.

GAAP requires the Company to identify entities for which control is achieved through voting rights or other means and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity's activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. If the Company were determined to be the primary beneficiary of the VIE, the Company would consolidate investments in the VIE. The Company may change its original assessment of a VIE due to events such as modifications of contractual arrangements that affect the characteristics or adequacy of the entity's equity investments at risk and the disposal of all or a portion of an interest held by the primary beneficiary.

The Company identifies the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The Company performs this analysis on an ongoing basis.

As of March 31, ~~2016~~2017, the Company determined it was the primary beneficiary of two variable interest entities—a senior housing ~~facilities~~facility and an exchange accommodation titleholder variable interest entity—and has

consolidated the operations of ~~the~~these facilities in the accompanying condensed consolidated financial statements. As of March 31, ~~2016~~,2017, the Company determined that operations of the ~~facilities~~entities were not material to the Company’s results of operations, financial condition or cash flows.

As it relates to investments in loans, in addition to the Company's assessment of VIEs and whether the Company is the primary beneficiary of those VIEs, the Company evaluates the loan terms and other pertinent facts to determine if the loan investment should be accounted for as a loan or as a real estate joint venture. If an investment has the characteristics of a real estate joint venture, including if the Company participates in the majority of the borrower's expected residual profit, the Company would account for the investment as an investment in a real estate joint venture and not as a loan investment. Expected residual profit is defined as the amount of profit, whether called interest or another name, such as an equity kicker, above a reasonable amount of interest and fees expected to be earned by a lender. At March 31, ~~2016~~2017, none of the Company's investments in loans are accounted for as real estate joint ventures.

As it relates to investments in joint ventures, the Company assesses any limited partners' rights and their impact on the presumption of control of the limited partnership by any single partner. The Company reassesses its determination of which entity controls the joint venture if: there is a change to the terms or in the exercisability of the rights of any partners, the sole general partner increases or decreases its ownership of limited partnership interests, or there is an increase or decrease in the number of outstanding limited partnership interests. The Company also applies this guidance to managing member interests in limited liability companies.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.

~~Reclassifications~~

Certain amounts in the Company’s condensed consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. As a result, certain reclassifications were made to the condensed consolidated balance sheets and condensed consolidated statements of (loss) income. As of December 31, 2015, there was $17.3 million of deferred financing costs related to the Company's mortgage notes, term loans and senior unsecured notes that were previously reported within “prepaid expenses, deferred financing costs and other assets, net” that were reclassified in accordance with ASU 2015-03 to their respective debt liability financial statement line items on the Company’s condensed consolidated balance sheet.

Recently Issued Accounting Standards Update

~~In January~~Between May 2014 and May 2016, the FASB issued three Accounting Standards Update (“ASU”) changing the requirements for recognizing and reporting revenue (together, herein referred to as the “Revenue ASUs”): (i) ASU ~~2016-01, Financial Instruments–Overall (Subtopic 825-10)~~No. 2014-09, Revenue from Contracts with Customers (“ASU ~~2016-01”~~2014-09”), (ii) ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) and (iii) ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). ASU ~~2016-01 updates~~2014-09 provides guidance ~~related~~for revenue recognition to ~~recognition and measurement~~depict the transfer of ~~financial assets and financial liabilities. ASU 2016-01 requires all equity investments~~promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be ~~measured at fair value with changes~~entitled in exchange for those goods or services. ASU 2016-08 is intended to improve the ~~fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation~~operability and understandability of the ~~investee). The amendments in~~implementation guidance on principal versus agent considerations. ASU ~~2016-01 also require an entity to present separately in other comprehensive income~~2016-12 provides practical expedients and improvements on the ~~portion~~previously narrow scope of ASU 2014-09. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the ~~total change in~~Effective Date (“ASU 2015-14”). ASU 2015-14 defers the ~~fair value~~effective date of ~~a liability resulting from a change in the instrument-specific credit risk when the entity has elected~~ASU 2014-09 by one year to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in ASU 2016-01 eliminate the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. ASU 2016-01 is effective for fiscal years, and interim periods within, ~~those years~~ beginning after December 15, ~~2017, with early~~2017. All subsequent ASUs related to ASU 2014-09, including ASU 2016-08 and ASU 2016-12, assumed the deferred effective date enforced by ASU 2015-14. Early adoption ~~permitted.~~of the Revenue ASUs is permitted for annual periods, and interim periods within, beginning after December 15, 2016. A reporting entity may apply the amendments in the Revenue ASUs using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or full retrospective approach. The Company has not yet elected a transition method and is ~~currently~~ evaluating the complete impact ~~this guidance~~of the adoption of the Revenue ASUs on January 1, 2018 to its consolidated financial position, results of operations and disclosures. The Company expects to complete its evaluation of the impacts of the Revenue ASUs during the second half of 2017. As the primary source of revenue for the Company is generated through leasing arrangements, which are excluded from the Revenue ASUs, the Company expects that the impact of the Revenue ASUs to the Company will be limited to the recognition of non-lease revenue, such as certain resident fees in its Managed Properties structures (a portion of which are not generated through leasing arrangements) and therefore are not expected to have a material impact on its consolidated financial ~~statements when adopted.~~statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 supersedes guidance related to accounting for leases. ASU 2016-02 updates guidance around the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The objective of ASU 2016-02 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. ASU 2016-02 does not fundamentally change lessor accounting, however, some changes have been made to lessor accounting to conform and align that guidance with the lessee

guidance and other areas within GAAP. ASU 2016-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted.

In ~~March 2016,~~January 2017, the FASB issued ASU ~~2016-07, Equity Method and Joint Ventures~~2017-01, Business Combinations (Topic ~~323)~~805): Clarifying the definition of a business (“ASU ~~2016-07”~~2017-01”). ASU ~~2016-07 simplifies~~2017-01 clarifies the ~~accounting~~definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for ~~equity method investments. ASU 2016-07 eliminates the requirement in Topic 323 that an entity retroactively adopt the equity method~~as acquisitions (or disposals) of ~~accounting if an investment qualifies for use~~businesses. When substantially all of the ~~equity method as~~fair value of gross assets acquired is concentrated in a ~~result~~single asset (or a group of similar assets), the assets acquired would not represent a business. To be considered a business, an ~~increase in the level of ownership or degree of influence. The amendments require~~acquisition would have to include an input and a substantive process that ~~the equity method investor add the cost of acquiring the additional interest in the investee~~together significantly contribute to the ~~current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting.~~ability to create outputs. To be a business without outputs, there will now need to be an organized workforce. ASU ~~2016-07~~2017-01 is effective for fiscal years and interim periods within those years beginning after December 15, ~~2016,~~2017, with early adoption permitted. The Company ~~is currently evaluating the impact this guidance will have~~adopted ASU 2017-01 on ~~its consolidated financial statements when adopted.~~

~~In March~~October 1, 2016 the FASB issued ASU 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. In addition, the amendments in ASU 2016-09 eliminate the guidance in Topic 718 that was indefinitely deferred shortly after the issuance of FASB Statement No. 123 (revised 2004), Share-Based Payment. ASU 2016-09 is effective for fiscal years and interim periods within those years beginning after December 15, 2016, with early adoption permitted.a prospective basis. The Company ~~is currently evaluating~~expects that the majority of its future acquisitions of real estate will be accounted for as asset acquisitions under the new guidance. This adoption will impact ~~this guidance will have on its consolidated financial statements when adopted.~~how the Company accounts for acquisition pursuit costs and contingent consideration which may result in lower expensed acquisition pursuit costs and eliminate fair value adjustments related to future contingent consideration arrangements.

3. REAL ESTATE PROPERTIES HELD FOR INVESTMENT


3.	~~REAL ESTATE PROPERTIES HELD FOR INVESTMENT~~

The Company’s real estate properties held for investment (excluding properties classified as held for sale as of March 31, ~~2016)~~2017) consisted of the following (dollars in thousands):

As of March 31, ~~2016~~2017


Property Type	Number of Properties	Number of Beds/Units	Total Real Estate at Cost		Accumulated Depreciation			Total Real Estate Investments, Net		Number of Properties	Number of Beds/Units	Total Real Estate at Cost		Accumulated Depreciation			Total Real Estate Investments, Net
Skilled Nursing/Transitional Care	102	11,535	$	1,043,771	$	(180,184	)	$	863,587	96	10,689	$	1,038,815	$	(195,942	)	$	842,873
Senior Housing(1)	75	6,727	1,060,635		(53,205		)	1,007,430		75	7,109	1,032,562		(82,451		)	950,111
Managed Properties⁽¹⁾										10	888	157,573		(7,901		)	149,672
Acute Care Hospital	1	70	61,640		(9,002		)	52,638		1	70	61,640		(10,849		)	50,791
	178	18,332	2,166,046		(242,391		)	1,923,655		182	18,756	2,290,590		(297,143		)	1,993,447
Corporate Level			357		(239		)	118				407		(262		)	145
			$	2,166,403	$	(242,630	)	$	1,923,773			$	2,290,997	$	(297,405	)	$	1,993,592

As of December 31, ~~2015~~2016


Property Type	Number of Properties	Number of Beds/Units	Total Real Estate at Cost		Accumulated Depreciation			Total Real Estate Investments, Net		Number of Properties	Number of Beds/Units	Total Real Estate at Cost		Accumulated Depreciation			Total Real Estate Investments, Net
Skilled Nursing/Transitional Care	103	11,515	$	1,051,189	$	(174,662	)	$	876,527	97	10,819	$	1,042,754	$	(190,038	)	$	852,716
Senior Housing(1)	75	6,710	1,050,162		(45,800		)	1,004,362		83	7,855	1,153,739		(80,449		)	1,073,290
Acute Care Hospitals	2	124	175,807		(17,127		)	158,680
Managed Properties										2	134	34,212		(1,682		)	32,530
Acute Care Hospital										1	70	61,640		(10,387		)	51,253
	180	18,349	2,277,158		(237,589		)	2,039,569		183	18,878	2,292,345		(282,556		)	2,009,789
Corporate Level			299		(252		)	47				406		(256		)	150
			$	2,277,457	$	(237,841	)	$	2,039,616			$	2,292,751	$	(282,812	)	$	2,009,939


	March 31, 2016			December 31, 2015			March 31, 2017			December 31, 2016
Building and improvements	$	1,863,888		$	1,954,129		$	1,981,783		$	1,983,769
Furniture and equipment	82,110			97,840			85,622			85,196
Land improvements	3,811			3,594			3,475			3,744
Land	216,594			221,894			220,117			220,042
	2,166,403			2,277,457			2,290,997			2,292,751
Accumulated depreciation	(242,630		)	(237,841		)	(297,405		)	(282,812		)
	$	1,923,773		$	2,039,616		$	1,993,592		$	2,009,939

⁽¹⁾On March 1, 2017, the Company transitioned eight senior housing facilities into a managed property structure whereby the Company owns the operations of the facilities and the facilities are operated by a third-party property manager.

Contingent Consideration Arrangements

In connection with ~~four~~three of its real estate acquisitions, the Company entered into contingent consideration arrangements. Under the contingent consideration arrangements, the Company may pay out additional amounts based on incremental value created through the improvement of operations of the acquired facility (a contingent consideration liability) ~~or may be entitled to receive a portion of the original purchase price of the acquired facility if the facility does not meet certain performance hurdles (a contingent consideration asset)~~. The estimated value of the contingent consideration liabilities at the time of purchase was $3.2 million. The ~~estimated value of the contingent consideration asset at the time of purchase was $0. The~~ contingent consideration amounts would be determined based on portfolio performance and the ~~tenant~~facility achieving certain performance hurdles during ~~2016 through 2018.~~2017. During the three months ended March 31, 2017, one earn-out arrangement expired and resulted in a $0 payout and a second earn-out arrangement was terminated in connection with the transition of the eight senior housing facilities to Managed Properties. To determine the value of the remaining contingent consideration arrangement, the Company used significant inputs not observable in the market to estimate the contingent consideration, made assumptions regarding the probability of the ~~portfolio~~facility achieving the incremental value and then applied an appropriate discount rate. As of March 31, ~~2016,~~2017, based on the ~~potential future~~ performance of ~~these facilities,~~this facility, the contingent consideration ~~liabilities~~liability had an estimated value of $2.7 million and the contingent consideration asset had an estimated value of $0.3 million; these amounts are included in accounts payable and accrued liabilities and prepaid expenses, deferred financing costs and other assets, net, respectively, in the accompanying condensed consolidated balance sheet.$0. During the three months ended March 31, ~~2016,~~2017, the Company ~~did not record any adjustments~~recorded an adjustment to ~~its~~decrease the contingent consideration ~~liabilities or asset.~~liability by $0.8 million and included this amount in other income on the accompanying condensed consolidated statements of income (loss).

Operating Leases

As of March 31, ~~2016~~2017, nearly all of the Company’s real estate properties (excluding 10 Managed Properties) were leased under triple-net operating leases with expirations ranging from one to 1716 years. As of March 31, ~~2016~~2017, the leases had a weighted-average remaining term of 10nine years. The leases include provisions to extend the lease terms and other negotiated terms and conditions. The Company, through its subsidiaries, retains substantially all of the risks and benefits of ownership of the real estate assets leased to the tenants. In addition, the Company may receive additional security under these operating leases in the form of letters of credit and security deposits from the lessee or guarantees from the parent of the lessee. Security deposits received in cash related to tenant leases are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets and totaled $~~1.4~~2.0 million as of March 31, ~~2016~~2017 and ~~$1.3~~$2.7 million as of December 31, ~~2015.~~2016. As of March 31, ~~2016,~~2017, the Company had a ~~$3.5~~$3.3 million reserve for unpaid cash rents and a ~~$5.5~~$1.9 million reserve associated with accumulated straight-line rental income. As of December 31, ~~2015,~~2016, the Company had a ~~$3.5~~$3.2 million reserve for unpaid cash rents and a ~~$5.3~~$3.7 million reserve associated with accumulated straight-line rental income. As of March 31, 2016, the Company's three largest tenants, Genesis, Holiday and NMS Healthcare, represented 33.9%, 16.7% and 10.4%, respectively, of the Company's annualized revenues. Other than these three tenants, none of the Company’s tenants individually represented 10% or more of the Company’s annualized revenues

The following table provides information regarding significant tenant relationships as of March 31, ~~2016.~~2017 (dollars in thousands):



		Three Months Ended March 31, 2017
	Number of Investments	Rental Revenue		% of Total Revenue

Genesis Healthcare, Inc.	78	$	19,955	31.9	%
Holiday AL Holdings, LP	21	9,813		15.7
NMS Healthcare	5	7,505		12.0

The Company has entered into memoranda of understanding with Genesis to market for sale 35 skilled nursing facilities and the Company has made certain other lease and corporate guarantee amendments for the remaining 43 facilities leased to Genesis. On April 1, 2017, the Company completed the sale of one of these facilities. Marketing of the remaining 34 facilities is ongoing and is expected to be completed in the second half of 2017; provided, however that there can be no assurances that the Company will successfully complete these sales on the terms or timing contemplated by the memoranda of understanding, or at all.

The Company monitors the creditworthiness of its tenants by reviewing credit ratings (if available) and evaluating the ability of the tenants to meet their lease obligations to the Company based on the tenants’ financial performance, including the evaluation of any parent guarantees (or the guarantees of other related parties) of tenant lease obligations. Because formal credit ratings may not be available for most of the Company’s tenants, the primary basis for the Company’s evaluation of the credit quality of its tenants (and more specifically the tenants’ ability to pay their rent obligations to the Company) is the tenants’ lease coverage ratios. 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 ~~facility~~lease level and consolidated EBITDAR to total fixed charges at the parent guarantor level when such a guarantee exists. The Company obtains various financial and operational information from its tenants each month and reviews this information in conjunction with the above-described coverage metrics to identify financial and operational trends, evaluate the impact of the industry's operational and financial environment (including the impact of government reimbursement), and evaluate the management of the tenant’s operations. These metrics help the Company identify potential areas of concern relative to its tenants’ credit quality and ultimately the tenants’ ability to generate sufficient liquidity to meet its obligations, including its obligation to continue to pay the rent due to the Company.

As of March 31, ~~2016~~2017, the future minimum rental payments from the Company’s properties held for investment under non-cancelable operating leases was as follows (in thousands):


April 1, 2016 through December 31, 2016	$	187,182
2017	207,388
April 1, 2017 through December 31, 2017			$	155,591
2018	212,874		212,860
2019	219,026		219,300
2020	225,025		225,378
2021			195,307
Thereafter	1,165,259		1,115,867
	$	2,216,754	$	2,124,303


4.	~~ASSETS HELD FOR SALE AND DISPOSITIONS~~

4. ASSET HELD FOR SALE AND DISPOSITIONS

Asset Held for Sale

As of March 31, ~~2016,~~2017, the Company determined that one ~~acute~~skilled nursing/transitional care ~~hospital~~facility, with a net book value of $2.1 million, met the criteria to be classified as held for sale. ~~As a result~~On April 1, 2017, the facility was sold for aggregate consideration of ~~this determination, the Company adjusted the net book value of this investment to its fair value less costs to sell of $75.1 million, resulting in an impairment loss of $29.8~~$6.1 million.

Dispositions

During the three months ended March 31, 2016, the Company completed the sale of one skilled ~~nursing~~nursing/transitional care facility for aggregate consideration of $0.4 million after selling expenses of $0.1 million. The ~~carrying~~net book value ~~of the assets and liabilities~~ of this facility was $5.0 million, which resulted in a $4.6 million ~~loss.~~loss on sale. The Company sold no facilities during the three months ended March 31, ~~2015.~~2017.

~~During~~Excluding the net loss on sale, the Company recognized $0.1 million of net income from the asset held for sale and the sold facility during each of the three months ended March 31, ~~2016~~2017 and ~~2015, the Company recognized $(1.2) million (excluding the loss on sale and real estate impairment charge) and $1.0 million of net (loss) income, respectively, from these facilities.~~2016. Neither the determination of the held for sale classification nor the sale of the facility above 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~~this facility have remained in continuing operations.

5.LOANS RECEIVABLE AND OTHER INVESTMENTS

As of March 31, ~~2016~~2017 and December 31, ~~2015,~~2016, the Company’s loans receivable and other investments consisted of the following (dollars in thousands):


																												March 31, 2017
Investment		Quantity	Facility Type	Principal Balance / Amount Funded as of March 31, 2016		Book Value as of March 31, 2016			Book Value as of December 31, 2015			Weighted Average Contractual Interest Rate / Rate of Return		Weighted Average Annualized Effective Interest Rate / Rate of Return		Maturity Dates		Quantity as of March 31, 2017	Facility Type	Principal Balance as of March 31, 2017 ⁽¹⁾		Book Value as of March 31, 2017			Book Value as of December 31, 2016			Weighted Average Contractual Interest Rate / Rate of Return		Weighted Average Annualized Effective Interest Rate / Rate of Return		Maturity Date as of March 31, 2017
Loans Receivable:	Loans Receivable:																Loans Receivable:
Mortgage		8	Skilled Nursing / Senior Housing / Acute Care Hospital	$	166,610	$	166,795		$	166,277		8.4	%	8.2	%	6/30/16- 4/30/18		4	Skilled Nursing / Senior Housing	$	38,308	$	38,341		$	38,262		9.1	%	8.9	%	11/07/16- 04/30/18
Construction		4	Acute Care Hospital / Senior Housing	75,380		75,526			75,201			14.0	%	13.9	%	9/30/16 - 3/31/21		1	Senior Housing	1,301		1,351			842			8.0	%	7.7	%	03/31/21
Mezzanine		1	Skilled Nursing / Senior Housing	9,640		9,672			15,613			11.0	%	10.8	%	08/31/17		1	Senior Housing	9,640		9,653			9,656			11.0	%	10.8	%	08/31/17
Pre-development		3	Senior Housing	3,767		3,839			3,768			9.0	%	7.7	%	1/28/17 - 9/09/17		3	Senior Housing	4,085		4,094			4,023			9.0	%	7.2	%	01/28/17-09/09/17
Debtor-in-possession		1	Acute Care Hospital	16,418		16,418			13,625			5.0	%	5.0	%	NA		1	Acute Care Hospital	695		695			813			5.0	%	5.0	%	NA

		17		271,815		272,250			274,484			9.8	%	9.7	%			10		54,029		54,134			53,596			9.4	%	9.1	%

Loan loss reserve	Loan loss reserve			—		(6,700		)	(4,300		)						Loan loss reserve			—		(4,096		)	(2,750		)

				$	271,815	$	265,550		$	270,184										$	54,029	$	50,038		$	50,846
Other Investments:	Other Investments:																Other Investments:
Preferred Equity		10	Skilled Nursing / Senior Housing	31,608		31,958			29,993			13.1	%	13.1	%	N/A		12	Skilled Nursing / Senior Housing	46,079		46,451			45,190			12.9	%	12.9	%	N/A

Total		27		$	303,423	$	297,508		$	300,177		10.1	%	10.1	%			22		$	100,108	$	96,489		$	96,036		11.0	%	10.9	%

⁽¹⁾Principal balance includes amounts funded and accrued but unpaid interest / preferred return and excludes capitalizable fees.

As of March 31, ~~2016,~~2017, the Company considered ~~two~~five loan receivable investments ~~with~~to be impaired. The principal balances ~~totaling $29.8~~of the impaired loans were $36.3 million ~~to be impaired~~ and $36.4 million as of March 31, 2017 and December 31, 2016, respectively. The Company recorded a ~~$2.3 million~~ provision for loan losses of $1.5 million related to ~~these loans~~three loan receivable investments during the three months ended March 31, ~~2016.~~ 2017. As of March 31, 2017, five loans receivable investments totaling $36.3 million were on nonaccrual status.During the three months ended March 31, ~~2016,~~2017, the Company ~~recorded a $0.1 million provision for~~reduced its portfolio-based loan ~~losses.~~loss reserve by $0.2 million. The Company's specific loan loss reserve and portfolio-based loan loss reserve were ~~$4.8~~$3.9 million and ~~$1.9~~$0.2 million, respectively, as of March 31, ~~2016. There was no~~2017. The Company's specific loan loss reserve orand portfolio-based loan loss reserve were $2.3 million and $0.4 million, respectively, as of ~~March 31, 2015. In addition, as of March 31, 2016 and~~ December 31, ~~2015, two loan receivable investments totaling $123.5 million were on nonaccrual status and one loan receivable investment of $60.9 million was over 90 days past due but on accrual status.~~ 2016.


6.	~~DEBT~~

6. DEBT

Mortgage Indebtedness

The Company’s mortgage notes payable consist of the following (dollars in thousands):


Interest Rate Type	Principal Balance as of March 31, 2016 ⁽¹⁾		Principal Balance as of December 31, 2015⁽¹⁾		Weighted Average Effective Interest Rate at March 31, 2016 ⁽²⁾		Maturity Date	Book Value as of March 31, 2017 ⁽¹⁾		Book Value as of December 31, 2016⁽¹⁾		Weighted Average Effective Interest Rate at March 31, 2017 ⁽²⁾		Maturity Date
Fixed Rate	$	178,017	$	177,850	4.01	%	December 2021 - August 2051	$	162,762	$	163,638	3.87	%	December 2021 - August 2051

⁽¹⁾Principal balance does not include deferred financing costs of ~~$3.0~~$2.9 million as of March 31, ~~2016~~2017 and December 31, ~~2015.~~2016.

⁽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					Principal Balance as of
Title	Maturity Date	March 31, 2016 ⁽¹⁾		December 31, 2015 ⁽¹⁾		Maturity Date	March 31, 2017 ⁽¹⁾		December 31, 2016 ⁽¹⁾

5.5% senior unsecured notes due 2021 (“2021 Notes”)	February 1, 2021	$	500,000	$	500,000	February 1, 2021	$	500,000	$	500,000
5.375% senior unsecured notes due 2023 (“2023 Notes”)	June 1, 2023	200,000		200,000		June 1, 2023	200,000		200,000

		$	700,000	$	700,000		$	700,000	$	700,000

⁽¹⁾ Principal balance does not include discount of ~~$0.6~~$0.5 million as of March 31, ~~2016~~2017 and December 31, ~~2015~~2016, and also excludes deferred financing costs of ~~$13.1~~$10.6 million and ~~$13.7~~$11.2 million as of March 31, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.

The 2021 Notes and the 2023 Notes (collectively, the “Senior Notes”) were issued by the Operating Partnership and Sabra Capital Corporation, wholly owned subsidiaries of the Company (the “Issuers”). The 2021 Notes accrue interest at a rate of 5.5% per annum payable semiannually on February 1 and August 1 of each year and the 2023 Notes accrue interest at a rate of 5.375% per annum payable semiannually on June 1 and December 1 of each year.

The obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by Sabra and certain of Sabra’s other existing and, subject to certain exceptions, future material subsidiaries; provided, however, that such guarantees are subject to release under certain customary circumstances. See Note 11, “Summarized Condensed Consolidating Information” for additional information concerning the circumstances pursuant to which the guarantors will be automatically and unconditionally released from their obligations under the guarantees.

The indentures governing the Senior Notes (the “Senior Notes Indentures”) include customary events of default and require usthe Company to comply with specified restrictive covenants. As of March 31, ~~2016~~2017, the Company was in compliance with all applicable financial covenants under the Senior Notes Indentures.

Revolving Credit Facility and Term Loans

On September 10, 2014, the Operating Partnership entered into an unsecured revolving credit facility (the “Prior Revolving Credit Facility”) that provided for a borrowing capacity of $650.0 million and provided an accordion feature allowing for an additional $100.0 million of capacity, subject to terms and conditions. On October 10, 2014, the Operating Partnership converted $200.0 million of the outstanding borrowings under the Prior Revolving Credit Facility to a term loan. Concurrent with the term loan conversion, the Company entered into a five-year interest rate cap contract that caps LIBOR at 2.0%.

Borrowings under the Prior Revolving Credit Facility bore interest on the outstanding principal amount at a rate equal to an applicable percentage plus, at the Operating Partnership's option, either (a) LIBOR or (b) a base rate determined as the greater of (i) the federal funds rate plus 0.5%, (ii) the prime rate, and (iii) one-month LIBOR plus 1.0% (referred to as the “Base Rate”). The applicable percentage for borrowings varied based on the Consolidated Leverage Ratio, as defined in the credit agreement for the Prior Revolving Credit Facility, and ranged from 2.00% to 2.60% per annum for LIBOR based borrowings and 1.00% to 1.60% per annum for borrowings at the Base Rate. As of December 31, 2015, the interest rate on the Prior Revolving Credit Facility was 3.03%. In addition, the Operating Partnership was required to pay an unused fee to the lenders equal to 0.25% or 0.35% per annum based on the amount of unused borrowings under the Prior Revolving Credit Facility.

On June 10, 2015, Sabra Canadian Holdings, LLC, a wholly-owned subsidiary of the Company, entered into a new Canadian dollar denominated term loan of CAD $90.0 million (U.S. $73.2 million) (the "Prior Canadian Term Loan") that bore a variable interest rate of the Canadian Dollar Offer Rate (“CDOR”) plus 2.00%-2.60% depending on the Company's consolidated leverage ratio. Concurrently with entering into the Prior Canadian Term Loan, the Company entered into an interest rate swap agreement to fix the CDOR portion of the interest rate for this term loan at 1.59%. In addition, the Prior Canadian Term Loan was designated as a net investment hedge (see Note 7, “Derivative and Hedging Instruments” for further information).

On January 14, 2016, the Operating Partnership and Sabra Canadian Holdings, LLC (together, the “Borrowers”), entered into a third amended and restated unsecured credit facility (the “Credit Facility”). ~~The Credit Facility amends and restates the a Prior Revolving Credit Facility and replaces the Prior Canadian Term Loan.~~

The Credit Facility includes a revolving credit facility (the “Revolving Credit Facility”) and U.S. dollar and Canadian dollar term loans (collectively, the “Term Loans”). The Revolving Credit Facility provides for a borrowing capacity of $500.0 million and, in addition, increases the Company's U.S. dollar and Canadian dollar term loans to $245.0 million and CAD $125.0 million, respectively. Further, up to $125.0 million of the Revolving Credit Facility may be used for borrowings in certain foreign currencies. The Credit Facility also contains an accordion feature that can increase the total available borrowings to $1.25 billion, subject to terms and conditions. In addition, the Canadian dollar term loan was re-designated as a net investment hedge (see Note 7, “Derivative and Hedging Instruments” for further information).

The Revolving Credit Facility has a maturity date of January 14, 2020, and includes two six-month extension options. The Term Loans have a maturity date of January 14, 2021.

As of March 31, ~~2016,~~2017, there was ~~$198.0~~$17.0 million outstanding under the Revolving Credit Facility and ~~$302.0~~$483.0 million available for borrowing.

Borrowings under the Revolving Credit Facility bear interest on the outstanding principal amount at a rate equal to an applicable percentage plus, at the Operating Partnership's option, either (a) LIBOR or (b) a base rate determined as the greater of (i) the federal funds rate plus 0.5%, (ii) the prime rate, and (iii) one-month LIBOR plus 1.0% (the "Base Rate"). The applicable percentage for borrowings will vary based on the Consolidated Leverage Ratio, as defined in the credit agreement, and will range from 1.80% to 2.40% per annum for LIBOR based borrowings and 0.80% to 1.40% per annum for borrowings at the Base Rate. As of March 31, ~~2016,~~2017, the interest rate on the Revolving Credit Facility was ~~2.84%~~2.98%. In addition, the Operating Partnership pays an unused facility fee to the lenders equal to 0.25% or 0.30% per annum, which is determined by usage under the Revolving Credit Facility. ~~During the~~ ~~three~~ ~~months ended March 31, 2016, the Company incurred $1.5 million in interest expense on amounts outstanding under the Revolving Credit Facility and $0.2 million of unused facility fees.~~

term loan bears interest on the outstanding principal amount at a rate equal to the Canadian Dollar Offer Rate (“CDOR”) plus 1.75% to 2.35% depending on the Consolidated Leverage Ratio.

On June 10, 2015, the Company entered into an interest rate swap agreement to fix the CDOR portion of the interest rate for this CAD $90.0 million term loan at 1.59%. In addition, CAD $90.0 million of the Canadian dollar term loan was designated as a net investment hedge (see Note 7, “Derivative and Hedging Instruments” for further information). On August 10, 2016, the Company entered into two interest rate swap agreements to fix the LIBOR portion of the interest rate for its $245.0 million U.S. dollar term loan at 0.90% and one interest rate swap agreement to fix the CDOR portion on CAD $35.0 million of its Canadian dollar term loan at 0.93%.

In the event that Sabra achieves investment grade ratings from at least two of S&P, Moody’s and/or Fitch, the Operating Partnership can elect to reduce the applicable percentage for LIBOR or Base Rate borrowings. If the Operating Partnership makes this election, the applicable percentage for borrowings will vary based on the Debt Ratings at each Pricing Level, as defined in the credit agreement, and will range from 0.90% to 1.70% per annum for LIBOR based borrowings under the Revolving Credit Facility, 1.00% to 1.95% per annum for LIBOR or CDOR based borrowings under the Term Loans, 0.00% to 0.70% per annum for borrowings at the Base Rate under the Revolving Credit Facility, and 0.00% to 0.95% per annum for borrowings at the Base Rate under the U.S. dollar term loan. In addition, should the Operating Partnership elect this option, the unused fee will no longer apply and a facility fee ranging between 0.125% and 0.300% per annum will take effect based on the borrowing capacity regardless of amounts outstanding under the Revolving Credit Facility.

The obligations of the Borrowers under the Credit Facility are guaranteed by Sabra and certain subsidiaries of Sabra.

The Credit Facility contains customary covenants that include restrictions or limitations on the ability to make acquisitions and other investments, pay dividends, incur additional indebtedness, engage in non-healthcare related business activities, enter into transactions with affiliates and sell or otherwise transfer certain assets as well as customary events of default. The Credit Facility also requires Sabra, through the Operating Partnership, to comply with specified financial covenants, which include a maximum leverage ratio, a minimum fixed charge coverage ratio and a minimum tangible net worth requirement. As of March 31, ~~2016,~~2017, the Company was in compliance with all applicable financial covenants under the Credit Facility.

Interest Expense

During the three months ended March 31, ~~2016~~2017 and ~~2015,~~2016, the Company incurred interest expense of $~~16.9~~15.8 million and ~~$13.9~~$16.9 million, respectively. ~~Included in interest~~Interest expense includes financing costs amortization of $1.3 million and $1.2 million for the three months ended March 31, 2017 and 2016, ~~and 2015 was $1.2 million and $1.3 million, respectively, of deferred financing costs amortization.~~respectively. As of March 31, ~~2016~~2017 and December 31, ~~2015~~2016, the Company had $~~9.5~~9.6 million and $~~13.3~~13.8 million, respectively, of accrued interest included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets.

Maturities

The following is a schedule of maturities for the Company’s outstanding debt as of March 31, ~~2016~~2017 (in thousands):


	Mortgage Indebtedness			Revolving Credit Facility ⁽¹⁾		Term Loans			Senior Notes			Total			Mortgage Indebtedness			Revolving Credit Facility ⁽¹⁾		Term Loans			Senior Notes			Total
April 1, 2016 through December 31, 2016	$	3,139		$	—	$	—		$	—		$	3,139
2017	4,310			—		—			—			4,310
April 1, 2017 through December 31, 2017															$	3,111		$	—	$	—		$	—		$	3,111
2018	4,458			—		—			—			4,458			4,270			—		—			—			4,270
2019	4,612			—		—			—			4,612			4,412			—		—			—			4,412
2020	4,770			198,000		—			—			202,770			4,560			17,000		—			—			21,560
2021															19,529			—		338,775			500,000			858,304
Thereafter	156,728			—		341,387			700,000			1,198,115			126,880			—		—			200,000			326,880
Total Principal Balance	178,017			198,000		341,387			700,000			1,417,404			162,762			17,000		338,775			700,000			1,218,537
Discount	—			—		—			(598		)	(598		)	—			—		—			(487		)	(487		)
Deferred financing costs	(2,972		)	—		(2,758		)	(13,066		)	(18,796		)	(2,857		)	—		(2,183		)	(10,634		)	(15,674		)
Total Debt, net	$	175,045		$	198,000	$	338,629		$	686,336		$	1,398,010		$	159,905		$	17,000	$	336,592		$	688,879		$	1,202,376

⁽¹⁾Revolving Credit Facility is subject to two six-month extension options.

7. DERIVATIVE AND HEDGING INSTRUMENTS


7.	~~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 caps~~ as part of its interest rate risk management strategy. The notional value of the Company's interest rate cap was $200.0 million as of both March 31, 2016 and December 31, 2015. The notional value of the Company's interest rate swap was CAD $90.0 million as of both March 31, 2016 and December 31, 2015 (U.S. $69.4 million and U.S. $64.9 million as of March 31, 2016 and December 31, 2015, respectively). Approximately ~~$1.3~~$3.0 million of losses, which are included in accumulated other comprehensive loss, as of March 31, ~~2016,~~2017, are expected to be reclassified into earnings in the next 12 months. In 2016 the Company terminated its interest rate cap, generating cash proceeds of $0.3 million. The balance of the loss in other comprehensive income will be reclassified to earnings through 2019.

Net Investment Hedges

The Company is exposed to fluctuations in foreign exchange rates on investments it holds in Canada. The Company uses cross currency interest rate swaps to hedge its exposure to changes in foreign exchange rates on these foreign investments.

The following presents the notional ~~value~~amount of ~~these contracts were CAD $56.3 million~~derivatives instruments as of ~~March 31, 2016~~the dates indicated (in thousands):



	March 31, 2017		December 31, 2016
Derivatives designated as cash flow hedges:
Denominated in U.S. Dollars	$	245,000	$	245,000
Denominated in Canadian Dollars	$	125,000	$	125,000

Derivatives designated as net investment hedges:
Denominated in Canadian Dollars	$	55,889	$	56,300

Financial instrument designated as net investment hedge:
Denominated in Canadian Dollars	$	125,000	$	125,000

Derivatives not designated as net investment hedges:
Denominated in Canadian Dollars	$	411	$	—

Derivative and ~~December 31, 2015 (U.S. $43.4 million and U.S. $40.6 million~~Financial Instruments Designated as of March 31, 2016 and December 31, 2015, respectively). The Company also holds a CAD $125.0 million (U.S. $96.4 million as of March 31, 2016) term loan which was designated as a net investment hedge.

Hedging Instruments

The following is a summary of the derivative and financial instruments designated as hedging instruments held by the Company at March 31, ~~2016~~2017 and December 31, ~~2015~~2016 (in thousands):


			March 31, 2016		December 31, 2015		Maturity Dates								Fair Value					Maturity Dates
Type	Designation	Count	Fair Value					Balance Sheet Location		Designation		Count		March 31, 2017			December 31, 2016				Balance Sheet Location
Assets:
Interest rate cap	Cash Flow	1	$	670	$	1,695		2019		Prepaid expenses, deferred financing costs and other assets, net
Interest rate swap											Cash Flow		3		8,505			8,083		2021		Prepaid expenses, deferred financing costs and other assets, net
Cross currency interest rate swaps	Net Investment	2	2,838		5,392		2025		Prepaid expenses, deferred financing costs and other assets, net		Net Investment		2		2,178			3,157		2025		Prepaid expenses, deferred financing costs and other assets, net
			$	3,508	$	7,087									$	10,683		$	11,240

Liabilities:
Interest rate swap	Cash Flow	1	$	1,989	$	1,468	2020		Accounts payable and accrued liabilities		Cash Flow		1		$	747		$	716	2020 - 2021		Accounts payable and accrued liabilities
CAD Term Loan	Net Investment	1	96,388		64,890		2020		Term loans, net		Net Investment		1		93,775			93,000		2020		Term loans, net
			$	98,377	$	66,358									$	94,522		$	93,716

The following presents the effect of the Company’s derivative and financial instruments designated as hedging instruments on the condensed consolidated statements of ~~(loss)~~ income and the condensed consolidated statements of equity for the three months ended March 31, ~~2016:~~2017:


	Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion)						Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)					Income Statement Location	Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion)						Income Statement Location
	Three Months Ended March 31,												Three Months Ended March 31,
	2016			2015			2016			2015			2017			2016

Cash Flow Hedges:
Interest Rate Products	$	(1,540	)	$	(1,545	)	$	(173	)	$	—	Interest Expense	$	259		$	(1,540	)	Interest Expense
Net Investment Hedges:
Foreign Currency Products	(2,503		)	—			—			—		N/A	(916		)	(2,503		)	N/A
CAD Term Loan	7,138			—			—			—		N/A	(775		)	7,138			N/A

	$	3,095		$	(1,545	)	$	(173	)	$	—		$	(1,432	)	$	3,095



	Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)						Income Statement Location
	Three Months Ended March 31,
	2017			2016

Cash Flow Hedges:
Interest Rate Products	$	(470	)	$	(173	)	Interest Expense
Net Investment Hedges:
Foreign Currency Products	—			—			N/A
CAD Term Loan	—			—			N/A

	$	(470	)	$	(173	)

During the three months ended March 31, ~~2016~~2017, the Company determined that a portion of a cash flow hedge was ineffective and ~~2015,~~recognized $0.1 million of unrealized losses related to its interest rate swaps to other income in the condensed consolidated statements of income (loss). During the three months ended March 31, 2016, the Company recorded no hedge ineffectiveness in the condensed consolidated statements of income (loss) ~~income.~~.

Derivatives Not Designated as Hedging Instruments

As of March 31, 2017, the Company had one outstanding cross currency interest rate swap not designated as a hedging instrument in an asset position with a fair value of $16,000 and included this amount in prepaid expenses, deferred financing costs and other assets, net on the condensed consolidated balance sheets. During the three months ended March 31, 2017, the Company recorded $7,000 of other expense related to this derivative not designated as a hedging instrument. As of December 31, 2016, the Company's derivatives were all designated as hedging instruments.

Offsetting Derivatives

The Company enters into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of March 31, ~~2016~~2017 and December 31, ~~2015:~~2016:


As of March 31, 2016
														As of March 31, 2017
							Gross Amounts Not Offset in the Balance Sheet													Gross Amounts Not Offset in the Balance Sheet
	Gross Amounts of Recognized Assets / Liabilities		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets / Liabilities presented in the Balance Sheet		Financial Instruments			Cash Collateral Received		Net Amount		Gross Amounts of Recognized Assets / Liabilities		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets / Liabilities presented in the Balance Sheet		Financial Instruments			Cash Collateral Received		Net Amount
Offsetting Assets:
Derivatives	$	3,508	$	—	$	3,508	$	(1,430	)	$	—	$	2,078	$	10,908	$	—	$	10,908	$	(996	)	$	—	$	9,912
Offsetting Liabilities:
Derivatives	$	1,989	$	—	$	1,989	$	(1,430	)	$	—	$	559	$	996	$	—	$	996	$	(996	)	$	—	$	—


As of December 31, 2015
														As of December 31, 2016
							Gross Amounts Not Offset in the Balance Sheet													Gross Amounts Not Offset in the Balance Sheet
	Gross Amounts of Recognized Assets / Liabilities		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets / Liabilities presented in the Balance Sheet		Financial Instruments			Cash Collateral Received		Net Amount		Gross Amounts of Recognized Assets / Liabilities		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets / Liabilities presented in the Balance Sheet		Financial Instruments			Cash Collateral Received		Net Amount
Offsetting Assets:
Derivatives	$	7,087	$	—	$	7,087	$	(1,468	)	$	—	$	5,619	$	11,240	$	—	$	11,240	$	(716	)	$	—	$	10,524
Offsetting Liabilities:
Derivatives	$	1,468	$	—	$	1,468	$	(1,468	)	$	—	$	—	$	716	$	—	$	716	$	(716	)	$	—	$	—

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

As of March 31, ~~2016,~~2017, the Company had no derivatives with a fair value ~~of derivatives~~ in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $1.1 million. As of March 31, 2016, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at March 31, 2016, it could have been required to settle its obligations under the agreements at their termination value of $1.1 million.position.

8.FAIR VALUE DISCLOSURES

Financial Instruments

The fair value for certain financial instruments is derived using a combination of market quotes, pricing models and other valuation techniques that involve significant management judgment. The price transparency of financial instruments is a key determinant of the degree of judgment involved in determining the fair value of the Company’s financial instruments.

Financial instruments for which actively quoted prices or pricing parameters are available and whose markets contain orderly transactions will generally have a higher degree of price transparency than financial instruments whose markets are inactive or consist of non-orderly trades. The Company evaluates several factors when determining if a market is inactive or when market transactions are not orderly. The carrying values of cash and cash equivalents, restricted cash, accounts payable,

accrued liabilities and the Credit Facility are reasonable estimates of fair value because of the short-term maturities of these instruments. Fair values for other financial instruments are derived as follows:

Loans receivable: These instruments are presented in the accompanying condensed consolidated balance sheets at their amortized cost and not at fair value. The fair value of the loans receivable were estimated using an internal valuation model that considered the expected cash flows for the loans receivable, the underlying collateral value and other credit enhancements. As such, the Company classifies these instruments as Level ~~3 inputs.~~3.

Preferred equity investments: These instruments are presented in the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair value of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows for the preferred equity investment, the underlying collateral value and other credit enhancements. As such, the Company classifies these instruments as Level ~~3 inputs.~~3.

Derivative instruments: The Company’s derivative instruments are presented at fair value on the accompanying condensed consolidated balance sheets. The Company estimates the fair value of derivative instruments, including its ~~interest rate cap,~~ interest rate swap and cross currency swaps, using the assistance of a third party using inputs that are observable in the market, which includes forward yield curves and other relevant information. Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative financial instruments utilize level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company has determined that its derivative financial instruments valuations in their entirety are classified in level 2 of the fair value hierarchy.

Senior Notes: These instruments are presented in the accompanying condensed consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums (discounts) and not at fair value. The fair values of the Senior Notes were determined using third-party market quotes derived from orderly trades. As such, the Company classifies these instruments as Level ~~2 inputs.~~2.

Mortgage indebtedness: These instruments are presented in the accompanying condensed consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums (discounts) and not at fair value. The fair values of the Company’s mortgage notes payable were estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. As such, the Company classifies these instruments as Level ~~3 inputs.~~3.

The following are the face values, carrying amounts and fair values of the Company’s financial instruments as of March 31, ~~2016~~2017 and December 31, ~~2015~~2016 whose carrying amounts do not approximate their fair value (in thousands):


	March 31, 2016						December 31, 2015						March 31, 2017						December 31, 2016
	Carrying Amount ⁽¹⁾		Face Value ⁽²⁾		Fair Value		Carrying Amount ⁽¹⁾		Face Value ⁽²⁾		Fair Value		Carrying Amount ⁽¹⁾		Face Value ⁽²⁾		Fair Value		Carrying Amount ⁽¹⁾		Face Value ⁽²⁾		Fair Value
Financial assets:
Loans receivable	$	272,250	$	271,815	$	279,112	$	270,184	$	273,811	$	274,628	$	54,134	$	54,029	$	50,069	$	53,596	$	53,484	$	51,914
Preferred equity investments	31,958		31,608		33,719		29,993		29,643		30,838		46,451		46,079		47,363		45,190		44,882		48,332
Financial liabilities:
Senior Notes	686,336		700,000		697,250		685,704		700,000		718,500		688,879		700,000		707,500		688,246		700,000		709,500
Mortgage indebtedness	175,045		178,017		169,579		174,846		177,850		165,296		159,905		162,762		149,270		160,752		163,638		150,091

⁽¹⁾Carrying amounts represent the book value of financial instruments, ~~and are net of~~including unamortized premiums (discounts) ~~and deferred financing costs.~~, but excluding related reserves.

⁽²⁾ Face value represents amounts contractually due under the terms of the respective agreements.

The Company determined the fair value of financial instruments as of March 31, ~~2016~~2017 whose carrying amounts do not approximate their fair value with valuation methods utilizing the following types of inputs (in thousands):


			Fair Value Measurements Using								Fair Value Measurements Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
Financial assets:
Loans receivable	$	279,112	$	—	$	—	$	279,112	$	50,069	$	—	$	—	$	50,069
Preferred equity investments	33,719		—		—		33,719		47,363		—		—		47,363
Financial liabilities:
Senior Notes	697,250		—		697,250		—		707,500		—		707,500		—
Mortgage indebtedness	169,579		—		—		169,579		149,270		—		—		149,270

Disclosure of the fair value of financial instruments is based on pertinent information available to the Company at the applicable dates and requires a significant amount of judgment. Despite increased capital market and credit market activity, transaction volume for certain financial instruments remains relatively low. This has made the estimation of fair values difficult and, therefore, both the actual results and the Company’s estimate of fair value at a future date could be materially different.

Items Measured at Fair Value on a Recurring Basis

During the three months ended March 31, ~~2016,~~2017, the Company recorded the following amounts measured at fair value (in thousands):


			Fair Value Measurements Using								Fair Value Measurements Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs				Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
Recurring Basis:
Financial assets:
Interest rate cap	$	670	$	—	$	670	$	—
Interest rate swap									$	8,505	$	—	$	8,505	$	—
Cross currency swap	2,838		—		2,838		—		2,194		—		2,194		—
Contingent consideration asset	350		—		—		350
Financial liabilities:
Contingent consideration liability	2,700		—		—		2,700
Interest rate swap	1,989		—		1,989		—		747		—		747		—

The Company entered into contingent consideration arrangements as a result of ~~four~~three acquisitions of real estate (see Note 3, “Real Estate Properties Held for Investment”). During the three months ended March 31, 2017, one earn-out arrangement expired and resulted in a $0 payout and a second earn-out arrangement was terminated in connection with the transition of the eight senior housing facilities to Managed Properties. In order to determine the fair value of the Company’s remaining contingent consideration arrangements, the Company used significant inputs not observable in the market to estimate the contingent consideration. ~~In addition to using an appropriate discount rate, the~~The Company used ~~projections~~financial information provided by the ~~facilities~~facility to estimate ~~future earnings at~~ the ~~facilities, then developed probability-weighted scenarios of the potential future performance of the tenant and the resulting payout from these scenarios.~~possible payout. As ~~of each~~ of March 31, ~~2016 and December 31, 2015,~~2017, the total contingent consideration liability ~~was valued~~had an estimated value of $0.

The following reconciliation provides the details of activity for contingent consideration liability recorded at ~~$2.7 million and~~fair value using Level 3 inputs (in thousands):



Balance as of December 31, 2016	$	818
Decrease in contingent consideration liability	(822		)
Foreign currency translation	4
Balance as of March 31, 2017	$	—

A corresponding amount equal to the decrease in the contingent consideration ~~asset~~liability was ~~valued at $0.4 million.~~included as other income on the accompanying consolidated statements of income (loss) for the three months ended March 31, 2017.


9.	~~EQUITY~~

9. EQUITY

Preferred Stock

On March 21, 2013, the Company completed an underwritten public offering of 5.8 million shares of 7.125% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock") at a price of $25.00 per share, pursuant to an effective registration statement. The Company received net proceeds of $138.3 million from the offering, after deducting underwriting discounts and other offering expenses. The Company classified the par value as preferred equity on its condensed consolidated balance sheets with the balance of the liquidation preference, net of any issuance costs, recorded as an increase in paid-in capital.

The holders of the Company’s Series A Preferred Stock rank senior to the Company’s common stock with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding up of its affairs. At March 31, ~~2016~~2017, there were no dividends in arrears.

The Series A Preferred Stock does not have a stated maturity date, but the Company may redeem the Series A Preferred Stock on or after March 21, 2018, for $25.00 per share, plus any accrued and unpaid dividends. The Company may redeem the Series A Preferred Stock prior to March 21, 2018, in limited circumstances to preserve its status as a REIT or pursuant to a specified change of control. Upon the occurrence of a specified change of control, each holder of Series A Preferred Stock will have the right to convert some or all of the shares of Series A Preferred Stock held by such holder into a number of shares of the Company’s common stock equivalent to $25.00 plus accrued and unpaid dividends, but not to exceed a cap of 1.7864 shares of common stock per share of Series A Preferred Stock (subject to certain adjustments).

Common Stock

The following table lists the cash dividends on common stock declared and paid by the Company during the three months ended March 31, ~~2016~~2017:

Declaration Date

Record Date

Amount Per Share

Dividend Payable Date

Record Date

Amount Per Share

Dividend Payable Date

February 3, 2016

February 16, 2016

0.41

February 29, 2016

February 3, 2017

February 15, 2017

0.42

February 28, 2017

During the three months ended March 31, ~~2016~~2017, the Company issued 0.1 million shares of common stock as a result of restricted stock unit vestings and in connection with amounts payable under the Company's ~~2015~~2016 Bonus Plan pursuant to an election by certain participants to receive their bonus in the form of an equity award.

Upon any payment of shares as a result of restricted stock unit vestings, the participant is required to satisfy the related tax withholding obligation. The 2009 Performance Incentive Plan provides that the Company has the right at its option to (a) require the participant to pay such tax withholding or (b) reduce the number of shares to be delivered by a number of shares necessary to satisfy the related minimum applicable statutory tax withholding obligation. During the three months ended March 31, ~~2016,~~2017, pursuant to advance elections made by certain participants, the Company incurred ~~$1.1~~$2.6 million in tax withholding obligations on behalf of its employees that were satisfied through a reduction in the number of shares delivered to those participants.

Accumulated Other Comprehensive Loss

The following is a summary of the Company’s accumulated other comprehensive loss (in thousands):

March 31, 2016 December 31, 2015
Foreign currency translation $ (2,006 ) $ (1,433 )
Unrealized losses on cash flow hedges (7,392 ) (5,900 )

Total accumulated other comprehensive loss $ (9,398 ) $ (7,333 )



	March 31, 2017			December 31, 2016
Foreign currency translation loss	$	(3,625	)	$	(3,067	)
Unrealized gains on cash flow hedges	1,997			1,269

Total accumulated other comprehensive loss	$	(1,628	)	$	(1,798	)

10. EARNINGS PER COMMON SHARE


~~10.~~	~~EARNINGS PER COMMON SHARE~~

The following table illustrates the computation of basic and diluted earnings per share for the three months ended March 31, ~~2016~~2017 and ~~2015~~2016 (in thousands, except share and per share amounts):


	Three Months Ended March 31,					Three Months Ended March 31,
	2016			2015		2017		2016
Numerator
Net (loss) income attributable to common stockholders	$	(18,272	)	$	16,889
Net income (loss) attributable to common stockholders						$	16,262	$	(18,272	)

Denominator
Basic weighted average common shares and common equivalents	65,248,203			59,185,225		65,354,649		65,248,203
Dilutive restricted stock units	—			374,028		565,837		—

Diluted weighted average common shares	65,248,203			59,559,253		65,920,486		65,248,203

Net (loss) income attributable to common stockholders, per:
Net income (loss) attributable to common stockholders, per:

Basic common share	$	(0.28	)	$	0.29	$	0.25	$	(0.28	)

Diluted common share	$	(0.28	)	$	0.28	$	0.25	$	(0.28	)

Certain restricted stock units are considered participating securities because dividend payments are not forfeited even if the underlying award does not vest. Accordingly, the Company uses the two-class method when computing basic and diluted earnings per share. During the three months ended March 31, ~~2016~~2017 and ~~2015,~~2016, approximately ~~54,000~~130 and ~~300~~54,000 restricted stock units, respectively, were not included in computing diluted earnings per share because they were considered anti-dilutive.

11.SUMMARIZED CONDENSED CONSOLIDATING INFORMATION

In connection with the offerings of the Senior Notes by the Issuers, the Company and certain 100% owned subsidiaries of the Company (the “Guarantors”) have, jointly and severally, fully and unconditionally guaranteed the Senior Notes, subject to release under certain customary circumstances as described below. These guarantees are subordinated to all existing and future senior debt and senior guarantees of the Guarantors and are unsecured. The Company conducts all of its business through and derives virtually all of its income from its subsidiaries. Therefore, the Company’s ability to make required payments with respect to its indebtedness (including the Senior Notes) and other obligations depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries.

A Guarantor will be automatically and unconditionally released from its obligations under the guarantees with respect to the Senior Notes in the event of:

Any sale of the subsidiary Guarantor or of all or substantially all of its assets;

A merger or consolidation of a subsidiary Guarantor with an issuer of the Senior Notes or another Guarantor, provided that the surviving entity remains a Guarantor;

A subsidiary Guarantor is declared “unrestricted” for covenant purposes under the Senior Notes Indentures;

The requirements for legal defeasance or covenant defeasance or to discharge the Senior Notes Indentures have been satisfied;

A liquidation or dissolution, to the extent permitted under the Senior Notes Indentures, of a subsidiary Guarantor; and

The release or discharge of the guaranty that resulted in the creation of the subsidiary guaranty, except a discharge or release by or as a result of payment under such guaranty.

Pursuant to Rule 3-10 of Regulation S-X, the following summarized condensed consolidating information is provided for the Company (the “Parent Company”), the Issuers, the Guarantors, and the Company’s non-Guarantor subsidiaries with respect to the Senior Notes. This summarized financial information has been prepared from the books and records maintained by the Company, the Issuers, the Guarantors and the non-Guarantor subsidiaries. The summarized financial information may not necessarily be indicative of the results of operations or financial position had the Issuers, the Guarantors or non-Guarantor subsidiaries operated as independent entities. Sabra’s investments in its consolidated subsidiaries are presented based upon Sabra's proportionate share of each subsidiary's net assets. The Guarantor subsidiaries’ investments in the non-Guarantor subsidiaries and non-Guarantor subsidiaries’ investments in Guarantor subsidiaries are presented under the equity method of accounting. Intercompany activities between subsidiaries and the Parent Company are presented within operating activities on the condensed consolidating statement of cash flows.

Condensed consolidating financial statements for the Company and its subsidiaries, including the Parent Company only, the Issuers, the combined Guarantor subsidiaries and the combined non-Guarantor subsidiaries, are as follows:

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, ~~2016~~2017

(in thousands)

(unaudited)


	Parent Company		Issuers		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Elimination			Consolidated		Parent Company			Issuers		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries			Elimination			Consolidated
Assets
Real estate investments, net of accumulated depreciation	$	119	$	—	$	1,701,093	$	222,561	$	—		$	1,923,773	$	146		$	—	$	1,845,293	$	148,153		$	—		$	1,993,592
Loans receivable and other investments, net	—		—		299,675		—		(2,167		)	297,508		(222		)	—		96,711		—			—			96,489
Cash and cash equivalents	3,789		—		1,726		3,618		—			9,133		5,285			—		3,707		3,822			—			12,814
Restricted cash	—		—		128		8,645		—			8,773		—			—		67		9,084			—			9,151
Assets held for sale	—		—		75,450		—		—			75,450		—			—		2,073		—			—			2,073
Prepaid expenses, deferred financing costs and other assets, net	2,568		12,940		96,733		10,549		(3,271		)	119,519		2,556			17,106		97,831		10,403			(1,889		)	126,007
Intercompany	449,851		890,493		—		—		(1,340,344		)	—		345,081			664,771		—		—			(1,009,852		)	—
Investment in subsidiaries	561,125		796,160		56,849		—		(1,414,134		)	—		663,960			942,039		11,712		—			(1,617,711		)	—
Total assets	$	1,017,452	$	1,699,593	$	2,231,654	$	245,373	$	(2,759,916	)	$	2,434,156	$	1,016,806		$	1,623,916	$	2,057,394	$	171,462		$	(2,629,452	)	$	2,240,126

Liabilities
Mortgage notes, net	$	—	$	—	$	—	$	175,045	$	—		$	175,045	$	—		$	—	$	—	$	159,905		$	—		$	159,905
Revolving credit facility	—		198,000		—		—		—			198,000		—			17,000		—		—			—			17,000
Term loans, net	—		243,372		95,257		—		—			338,629		—			243,711		92,881		—			—			336,592
Senior unsecured notes, net	—		686,336		—		—		—			686,336		—			688,879		—		—			—			688,879
Liabilities held for sale	—		—		340		—		—			340
Accounts payable and accrued liabilities	10,028		10,760		8,597		1,194		(2,271		)	28,308		12,456			10,366		9,128		3,336			(1,889		)	33,397
Intercompany	—		—		1,323,532		16,812		(1,340,344		)	—		—			—		1,036,134		(26,282		)	(1,009,852		)	—
Total liabilities	10,028		1,138,468		1,427,726		193,051		(1,342,615		)	1,426,658		12,456			959,956		1,138,143		136,959			(1,011,741		)	1,235,773

Total Sabra Health Care REIT, Inc. stockholders' equity	1,007,424		561,125		803,928		52,248		(1,417,301		)	1,007,424		1,004,350			663,960		919,251		34,500			(1,617,711		)	1,004,350
Noncontrolling interests	—		—		—		74		—			74		—			—		—		3			—			3
Total equity	1,007,424		561,125		803,928		52,322		(1,417,301		)	1,007,498		1,004,350			663,960		919,251		34,503			(1,617,711		)	1,004,353
Total liabilities and equity	$	1,017,452	$	1,699,593	$	2,231,654	$	245,373	$	(2,759,916	)	$	2,434,156	$	1,016,806		$	1,623,916	$	2,057,394	$	171,462		$	(2,629,452	)	$	2,240,126

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, ~~2015~~2016

(in thousands)

(unaudited)


	Parent Company		Issuers		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Elimination			Consolidated		Parent Company			Issuers		Combined Guarantor Subsidiaries		Combined Non- Guarantor Subsidiaries		Elimination			Consolidated
Assets
Real estate investments, net of accumulated depreciation	$	48	$	—	$	1,816,813	$	222,755	$	—		$	2,039,616	$	150		$	—	$	1,860,850	$	148,939	$	—		$	2,009,939
Loans receivable and other investments, net	—		—		302,282		—		(2,105		)	300,177		(410		)	—		96,446		—		—			96,036
Cash and cash equivalents	2,548		—		1,008		3,878		—			7,434		18,168			—		2,675		4,820		—			25,663
Restricted cash	—		—		1,618		8,195		—			9,813		—			—		57		8,945		—			9,002
Prepaid expenses, deferred financing costs and other assets, net	2,047		13,384		89,590		9,522		(2,746		)	111,797		2,859			18,023		96,301		10,005		(1,909		)	125,279
Intercompany	489,763		918,209		—		—		(1,407,972		)	—		368,281			687,493		—		25,125		(1,080,899		)	—
Investment in subsidiaries	568,841		792,065		55,439		—		(1,416,345		)	—		640,238			907,136		12,364		—		(1,559,738		)	—
Total assets	$	1,063,247	$	1,723,658	$	2,266,750	$	244,350	$	(2,829,168	)	$	2,468,837	$	1,029,286		$	1,612,652	$	2,068,693	$	197,834	$	(2,642,546	)	$	2,265,919

Liabilities
Mortgage notes, net	$	—	$	—	$	—	$	174,846	$	—		$	174,846	$	—		$	—	$	—	$	160,752	$	—		$	160,752
Revolving credit facility	—		255,000		—		—		—			255,000		—			26,000		—		—		—			26,000
Term loans, net	—		200,000		64,229		—		—			264,229		—			243,626		92,047		—		—			335,673
Senior unsecured notes, net	—		685,704		—		—		—			685,704		—			688,246		—		—		—			688,246
Accounts payable and accrued liabilities	9,477		14,113		11,254		2,084		(1,746		)	35,182		13,712			14,542		11,606		1,688		(1,909		)	39,639
Intercompany	—		—		1,391,115		16,857		(1,407,972		)	—		—			—		1,080,899		—		(1,080,899		)	—
Total liabilities	9,477		1,154,817		1,466,598		193,787		(1,409,718		)	1,414,961		13,712			972,414		1,184,552		162,440		(1,082,808		)	1,250,310

Total Sabra Health Care REIT, Inc. stockholders' equity	1,053,770		568,841		800,152		50,457		(1,419,450		)	1,053,770		1,015,574			640,238		884,141		35,359		(1,559,738		)	1,015,574
Noncontrolling interests	—		—		—		106		—			106		—			—		—		35		—			35
Total equity	1,053,770		568,841		800,152		50,563		(1,419,450		)	1,053,876		1,015,574			640,238		884,141		35,394		(1,559,738		)	1,015,609
Total liabilities and equity	$	1,063,247	$	1,723,658	$	2,266,750	$	244,350	$	(2,829,168	)	$	2,468,837	$	1,029,286		$	1,612,652	$	2,068,693	$	197,834	$	(2,642,546	)	$	2,265,919

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the Three Months EndedMarch 31, 2017

(dollars in thousands, except per share amounts)

(unaudited)



	Parent Company			Issuers		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Elimination			Consolidated
Revenues:
Rental income	$	—		$	—	$	53,039	$	4,969	$	(784	)	$	57,224
Interest and other income	7			—		1,938		—		—			1,945
Resident fees and services	—			—		—		3,481		—			3,481
Total revenues	7			—		54,977		8,450		(784		)	62,650
Expenses:
Depreciation and amortization	216			—		16,956		1,965		—			19,137
Interest	—			13,409		728		1,651		—			15,788
Operating expenses	—			—		—		3,204		(784		)	2,420
General and administrative	5,916			15		797		145		—			6,873
Provision for (recovery of) doubtful accounts and loan losses	(145		)	—		1,915		—		—			1,770
Total expenses	5,987			13,424		20,396		6,965		(784		)	45,988

Other income (expense):
Other income (loss)	1,367			35		727		—		—			2,129

Total other income (expense)	1,367			35		727		—		—			2,129

Income in subsidiary	23,436			36,825		1,779		—		(62,040		)	—

Net income	18,823			23,436		37,087		1,485		(62,040		)	18,791

Net loss attributable to noncontrolling interests	—			—		—		32		—			32

Net income attributable to Sabra Health Care REIT, Inc.	18,823			23,436		37,087		1,517		(62,040		)	18,823

Preferred stock dividends	(2,561		)	—		—		—		—			(2,561		)

Net income attributable to common stockholders	$	16,262		$	23,436	$	37,087	$	1,517	$	(62,040	)	$	16,262

Net loss attributable to common stockholders, per:
Basic common share													$	0.25
Diluted common share													$	0.25
Weighted-average number of common shares outstanding, basic													65,354,649
Weighted-average number of common shares outstanding, diluted													65,920,486

CONDENSED CONSOLIDATING STATEMENT OF LOSS

For the Three Months Ended March 31, 2016

(dollars in thousands, except per share amounts)

(unaudited)


	Parent Company			Issuers			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Elimination			Consolidated			Parent Company			Issuers			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries				Elimination			Consolidated
Revenues:
Rental income	$	—		$	—		$	48,858		$	6,690		$	(236	)	$	55,312		$	—		$	—		$	50,748		$	4,800			$	(236	)	$	55,312
Interest and other income	—			119			5,410			(15		)	(182		)	5,332			—			119			5,395			—				(182		)	5,332
Resident fees and services	—			—			1,344			571			—			1,915			—			—			—			1,915				—			1,915
Total revenues	—			119			55,612			7,246			(418		)	62,559			—			119			56,143			6,715				(418		)	62,559
Expenses:
Depreciation and amortization	183			—			15,509			2,074			—			17,766			183			—			16,015			1,568				—			17,766
Interest	—			14,302			869			1,866			(119		)	16,918			—			14,302			1,019			1,716				(119		)	16,918
Operating expenses	—			—			967			681			(236		)	1,412			—			—			—			1,648				(236		)	1,412
General and administrative	4,473			10			169			62			—			4,714			4,473			10			177			54				—			4,714
Provision for doubtful accounts and loan losses	233			—			2,290			—			—			2,523			233			—			2,290			—				—			2,523
Impairment of real estate	—			—			29,811			—			—			29,811			—			—			29,811			—			—	—			29,811
Total expenses	4,889			14,312			49,615			4,683			(355		)	73,144			4,889			14,312			49,312			4,986				(355		)	73,144

Other income (expense):
Loss on extinguishment of debt	—			(468		)	(88		)	—			—			(556		)	—			(468		)	(88		)	—				—			(556		)
Other income (loss)	—			500			(450		)	(50		)	—			—			—			500			(450		)	(50		)		—			—
Net loss on sales of real estate	—			—			(4,602		)	—			—			(4,602		)	—			—			(4,602		)	—				—			(4,602		)

Total other income (expense)	—			32			(5,140		)	(50		)	—			(5,158		)	—			32			(5,140		)	(50		)		—			(5,158		)

Income in subsidiary	(10,759		)	3,402			—			—			7,357			—			(10,759		)	3,402			—			—				7,357			—

Net (loss) income	(15,648		)	(10,759		)	857			2,513			7,294			(15,743		)	(15,648		)	(10,759		)	1,691			1,679				7,294			(15,743		)

Net loss attributable to noncontrolling interests	—			—			—			32			—			32			—			—			—			32				—			32

Net (loss) income attributable to Sabra Health Care REIT, Inc.	(15,648		)	(10,759		)	857			2,545			7,294			(15,711		)	(15,648		)	(10,759		)	1,691			1,711				7,294			(15,711		)

Preferred stock dividends	(2,561		)	—			—			—			—			(2,561		)	(2,561		)	—			—			—				—			(2,561		)

Net (loss) income attributable to common stockholders	$	(18,209	)	$	(10,759	)	$	857		$	2,545		$	7,294		$	(18,272	)	$	(18,209	)	$	(10,759	)	$	1,691		$	1,711			$	7,294		$	(18,272	)

Net loss attributable to common stockholders, per:
Basic common share																$	(0.28	)																	$	(0.28	)
Diluted common share																$	(0.28	)																	$	(0.28	)
Weighted-average number of common shares outstanding, basic																65,248,203																			65,248,203
Weighted-average number of common shares outstanding, diluted																65,248,203																			65,248,203

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, ~~2015~~2017

(dollars in ~~thousands, except per share amounts)~~thousands)

(unaudited)

Parent Company Issuers Combined
Guarantor
Subsidiaries Combined Non-Guarantor
Subsidiaries Elimination Consolidated
Revenues:
Rental income $ —
$ —
$ 44,601
$ 4,904
$ —
$ 49,505
Interest and other income 1
—
5,384
—
—
5,385
Resident fees and services —
—
—
682
—
682
Total revenues 1
—
49,985
5,586
—
55,572
Expenses:
Depreciation and amortization 13
—
12,702
1,435
—
14,150
Interest —
12,550
—
1,330
—
13,880
Operating expenses —
—
—
498
—
498
General and administrative 5,902
—
415
44
—
6,361
Provision for doubtful accounts

(464 ) —
1,608
—
—
1,144
Total expenses 5,451
12,550
14,725
3,307
—
36,033

Other income (expense):
Other (expense) income —
—
(100 ) —
—
(100 )

Total other income (expense) —
—
(100 ) —
—
(100 )

Income in subsidiary 24,900
37,450
1,395
—
(63,745 ) —

Net income 19,450
24,900
36,555
2,279
(63,745 ) 19,439

Net loss attributable to noncontrolling interests —
—
—
11
—
11

Net income attributable to Sabra Health Care REIT, Inc. 19,450
24,900
36,555
2,290
(63,745 ) 19,450

Preferred dividends (2,561 ) —
—
—
—
(2,561 )

Net income attributable to common stockholders $ 16,889
$ 24,900
$ 36,555
$ 2,290
$ (63,745 ) $ 16,889

Net loss attributable to common stockholders, per:
Basic common share $ 0.29
Diluted common share $ 0.28
Weighted-average number of common shares outstanding, basic 59,185,225
Weighted-average number of common shares outstanding, diluted 59,559,253



	Parent Company		Issuers			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Elimination			Consolidated

Net income	$	18,823	$	23,436		$	37,087	$	1,485	$	(62,040	)	$	18,791
Other comprehensive income (loss):
Foreign currency translation (loss) income	—		(953		)	299		96		—			(558		)
Unrealized gain on cash flow hedge	285		443			—		—		—			728

Total other comprehensive (loss) income	285		(510		)	299		96		—			170

Comprehensive income	19,108		22,926			37,386		1,581		(62,040		)	18,961

Comprehensive loss attributable to noncontrolling interest	—		—			—		32		—			32

Comprehensive income attributable to Sabra Health Care REIT, Inc.	$	19,108	$	22,926		$	37,386	$	1,613	$	(62,040	)	$	18,993

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Three Months EndedMarch 31, 2016

(dollars in ~~thousands, except per share amounts)~~thousands)

(unaudited)

Parent Company Issuers Combined
Guarantor
Subsidiaries Combined Non-Guarantor
Subsidiaries Elimination Consolidated

Net (loss) income $ (15,648 ) $ (10,759 ) $ 857
$ 2,513
$ 7,294
$ (15,743 )
Other comprehensive (loss) income:
Foreign currency translation —
(2,643 ) 1,632
438
—
(573 )
Unrealized loss on cash flow hedge —
(1,492 ) —
—
—
(1,492 )

Total other comprehensive (loss) income —
(4,135 ) 1,632
438
—
(2,065 )

Comprehensive (loss) income (15,648 ) (14,894 ) 2,489
2,951
7,294
(17,808 )

Comprehensive loss attributable to noncontrolling interest —
—
—
32
—
32

Comprehensive (loss) income attributable to Sabra Health Care REIT, Inc. $ (15,648 ) $ (14,894 ) $ 2,489
$ 2,983
$ 7,294
$ (17,776 )

~~CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME~~

~~For the Three Months Ended March 31, 2015~~

~~(dollars in thousands, except per share amounts)~~

~~(unaudited)~~

Parent Company Issuers Combined
Guarantor
Subsidiaries Combined Non-Guarantor
Subsidiaries Elimination Consolidated

Net income 19,450
24,900
36,555
2,279
(63,745 ) 19,439
Other comprehensive loss:
Unrealized loss on cash flow hedge —
(1,545 ) —
—
—
(1,545 )

Total other comprehensive loss —
(1,545 ) —
—
—
(1,545 )

Comprehensive income 19,450
23,355
36,555
2,279
(63,745 ) 17,894

Comprehensive loss attributable to noncontrolling interest —
—
—
11
—
11

Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 19,450
$ 23,355
$ 36,555
$ 2,290
$ (63,745 ) $ 17,905



	Parent Company			Issuers			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Elimination		Consolidated

Net (loss) income	$	(15,648	)	$	(10,759	)	$	1,691	$	1,679	$	7,294	$	(15,743	)
Other comprehensive (loss) income:
Foreign currency translation (loss) income	—			(2,643		)	1,516		554		—		(573		)
Unrealized loss on cash flow hedge	—			(1,492		)	—		—		—		(1,492		)

Total other comprehensive (loss) income	—			(4,135		)	1,516		554		—		(2,065		)

Comprehensive (loss) income	(15,648		)	(14,894		)	3,207		2,233		7,294		(17,808		)

Comprehensive loss attributable to noncontrolling interest	—			—			—		32		—		32

Comprehensive (loss) income attributable to Sabra Health Care REIT, Inc.	$	(15,648	)	$	(14,894	)	$	3,207	$	2,265	$	7,294	$	(17,776	)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, ~~2016~~2017

(in thousands)

(unaudited)


	Parent Company			Issuers			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Elimination			Consolidated			Parent Company			Issuers			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Elimination			Consolidated
Net cash provided by operating activities	$	21,718		$	—		$	439		$	2,569		$	—		$	24,726		$	27,886		$	—		$	1,017		$	2,535		$	—		$	31,438
Cash flows from investing activities:
Origination and fundings of loans receivable	—			—			(5,850		)	—			—			(5,850		)
Origination and fundings of preferred equity investments	—			—			(984		)	—			—			(984		)
Fundings of loans receivable																			—			—			(508		)	—			—			(508		)
Fundings of preferred equity investments																			—			—			(51		)	—			—			(51		)
Additions to real estate	(74		)	—			(400		)	—			—			(474		)	(1		)	—			(474		)	(45		)	—			(520		)
Repayment of loans receivable	—			—			8,874			—			—			8,874			—			—			118			—			—			118
Investment in subsidiary	(200		)	(200		)	—			—			400			—
Net proceeds from the sale of real estate	—			—			398			—			—			398
Distribution from subsidiary	2,025			2,025			—			—			(4,050		)	—			2,474			2,474			—			—			(4,948		)	—
Intercompany financing	8,347			25,621			—			—			(33,968		)	—			(10,025		)	(916		)	—			—			10,941			—
Net cash provided by investing activities	10,098			27,446			2,038			—			(37,618		)	1,964
Net cash (used in) provided by investing activities																			(7,552		)	1,558			(915		)	(45		)	5,993			(961		)
Cash flows from financing activities:
Net repayments from revolving credit facility	—			(57,000		)	—			—			—			(57,000		)	—			(9,000		)	—			—			—			(9,000		)
Proceeds from term loan	—			45,000			24,360			—			—			69,360
Principal payments on mortgage notes	—			—			—			(1,022		)	—			(1,022		)	—			—			—			(1,021		)	—			(1,021		)
Payments of deferred financing costs	—			(5,274		)	(611		)	—			—			(5,885		)	—			(109		)	—			—			—			(109		)
Issuance of common stock	(1,274		)	—			—			—			—			(1,274		)	(3,224		)	—			—			—			—			(3,224		)
Dividends paid on common and preferred stock	(29,301		)	—			—			—			—			(29,301		)	(29,993		)	—			—			—			—			(29,993		)
Contribution from parent	—			200			—			200			(400		)	—
Distribution to parent	—			(2,025		)	—			(2,025		)	4,050			—			—			(2,474		)	—			(2,474		)	4,948			—
Intercompany financing	—			(8,347		)	(25,621		)	—			33,968			—			—			10,025			916			—			(10,941		)	—
Net cash used by financing activities	(30,575		)	(27,446		)	(1,872		)	(2,847		)	37,618			(25,122		)
Net increase (decrease) in cash and cash equivalents	1,241			—			605			(278		)	—			1,568
Net cash (used in) provided by financing activities																			(33,217		)	(1,558		)	916			(3,495		)	(5,993		)	(43,347		)
Net (decrease) increase in cash and cash equivalents																			(12,883		)	—			1,018			(1,005		)	—			(12,870		)
Effect of foreign currency translation on cash and cash equivalents	—			—			113			18			—			131			—			—			14			7			—			21
Cash and cash equivalents, beginning of period	2,548			—			1,008			3,878			—			7,434			18,168			—			2,675			4,820			—			25,663
Cash and cash equivalents, end of period	$	3,789		$	—		$	1,726		$	3,618		$	—		$	9,133		$	5,285		$	—		$	3,707		$	3,822		$	—		$	12,814

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, ~~2015~~2016

(in thousands)

(unaudited)


	Parent Company			Issuers			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Elimination			Consolidated			Parent Company			Issuers			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Elimination			Consolidated
Net cash provided by operating activities	$	23,502		$	—		$	—		$	1,199		$	—		$	24,701		$	21,718		$	—		$	1,430		$	1,578		$	—		$	24,726
Cash flows from investing activities:
Origination and fundings of loans receivable	—			—			(7,303		)	—			—			(7,303		)	—			—			(5,850		)	—			—			(5,850		)
Origination and funding of preferred equity investments	—			—			(311		)	—			—			(311		)
Origination and fundings of preferred equity investments																			—			—			(984		)	—			—			(984		)
Additions to real estate	(3		)	—			(501		)	(171		)	—			(675		)	(74		)	—			(400		)	—			—			(474		)
Repayment of note receivable	—			—			2,052			—			—			2,052
Repayment of loans receivable																			—			—			8,874			—			—			8,874
Investment in subsidiaries	(414		)	(414		)				—			828			—			(200		)	(200		)	—			—			400			—
Net proceeds from the sale of real estate																			—			—			398			—			—			398
Distribution from subsidiaries	1,355			1,355			—			—			(2,710		)	—			2,025			2,025			—			—			(4,050		)	—
Intercompany financing	(48,175		)	(6,063		)	—			—			54,238			—			8,347			25,621			—			—			(33,968		)	—
Net cash used in investing activities	(47,237		)	(5,122		)	(6,063		)	(171		)	52,356			(6,237		)
Net cash provided by investing activities																			10,098			27,446			2,038			—			(37,618		)	1,964
Cash flows from financing activities:
Net repayments from prior revolving credit facility	—			(42,000		)	—			—			—			(42,000		)
Net repayments from revolving credit facility																			—			(57,000		)	—			—			—			(57,000		)
Proceeds from term loan																			—			45,000			24,360			—			—			69,360
Principal payments on mortgage notes	—			—			—			(697		)	—			(697		)	—			—			(38		)	(984		)	—			(1,022		)
Payments of deferred financing costs	—			(112		)	—			(18		)	—			(130		)	—			(5,274		)	(611		)	—			—			(5,885		)
Issuance of common stock	(7,587		)	—			—			—			—			(7,587		)	(1,274		)	—			—			—			—			(1,274		)
Dividends paid	(25,672		)	—			—			—			—			(25,672		)
Dividends paid on common and preferred stock																			(29,301		)	—			—			—			—			(29,301		)
Contribution from parent	—			414			—			414			(828		)	—			—			200			—			200			(400		)	—
Distribution to parent	—			(1,355		)	—			(1,355		)	2,710			—			—			(2,025		)	—			(2,025		)	4,050			—
Intercompany financing	—			48,175			6,063			—			(54,238		)	—			—			(8,347		)	(25,621		)	—			33,968			—
Net cash (used in) provided by financing activities	(33,259		)	5,122			6,063			(1,656		)	(52,356		)	(76,086		)
Net decrease in cash and cash equivalents	(56,994		)	—			—			(628		)	—			(57,622		)
Net cash used in financing activities																			(30,575		)	(27,446		)	(1,910		)	(2,809		)	37,618			(25,122		)
Net increase (decrease) in cash and cash equivalents																			1,241			—			1,558			(1,231		)	—			1,568
Effect of foreign currency translation on cash and cash equivalents																			—			—			70			61			—			131
Cash and cash equivalents, beginning of period	58,799			—			—			2,994			—			61,793			2,548			—			456			4,430			—			7,434
Cash and cash equivalents, end of period	$	1,805		$	—		$	—		$	2,366		$	—		$	4,171		$	3,789		$	—		$	2,084		$	3,260		$	—		$	9,133

12.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 March 31, ~~2016,~~2017, the Company does not expect that compliance with existing environmental laws will have a material adverse effect on the Company’s financial condition and results of operations.

~~Income Taxes~~

As a result of the Company’s separation from Sun effective November 15, 2010 (the “Separation Date”), the Company is the surviving taxpayer for income tax purposes. Accordingly, tax positions taken prior to the Separation Date remained the Company’s obligations after the Separation Date. Sun agreed to indemnify the Company against, among other things, federal, state and local taxes (including penalties and interest) related to periods prior to the Separation Date to the extent the deferred tax assets allocated to the Company are not sufficient and/or cannot be utilized to satisfy these taxes.

Effective December 1, 2012, Sun was acquired by Genesis HealthCare LLC. As a result of its acquisition of Sun, Genesis HealthCare LLC became successor to the obligations of Sun described above. Effective February 2, 2015, Genesis HealthCare LLC combined with Skilled Healthcare Group, Inc. and now operates under the name Genesis Healthcare, Inc.

Legal Matters

From time to time, the Company is party to legal proceedings that arise in the ordinary course of its business. Management is not aware of any legal proceedings where the likelihood of a loss contingency is reasonably possible and the amount or range of reasonably possible losses is material to the Company's results of operations, financial condition or cash flows.


~~13.~~	~~SUBSEQUENT EVENTS~~

13. SUBSEQUENT EVENTS

The Company evaluates subsequent events up until the date the condensed consolidated financial statements are issued.

Dividend Declaration

On May ~~2, 2016~~8, 2017, the Company announced that its board of directors declared a quarterly cash dividend of $~~0.42~~0.43 per share of common stock. The dividend will be paid on May 31, ~~2016~~2017 to common stockholders of record as of the close of business on May ~~16, 2016~~18, 2017.

On May ~~2, 2016~~8, 2017, the Company also announced that its board of directors declared a quarterly cash dividend of $0.4453125 per share of Series A Preferred Stock. The dividend will be paid on May 31, ~~2016~~2017 to preferred stockholders of record as of the close of business on May ~~16, 2016~~18, 2017.

~~Sale of Forest Park - Frisco~~Pending Merger with CCP

On ~~April 1, 2016,~~May 7, 2017, the Company ~~along~~and the Operating Partnership entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Care Capital Properties, Inc., a Delaware corporation (“CCP”), PR Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), and Care Capital Properties, L.P. (“CCPLP”), a Delaware limited partnership and wholly-owned subsidiary of CCP. Pursuant to the Merger Agreement, CCP will be merged with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving entity in the Merger. Following the Merger, also pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Subsequent Merger”), with the ~~Forest Park Medical Center at Frisco, LLC (“Frisco Operator”) completed~~Company continuing as the ~~sale~~surviving entity in the Subsequent Merger. Simultaneously with the Subsequent Merger, also pursuant to the Merger Agreement, CCPLP will be merged with and into Sabra LP (the “Partnership Merger”), with Sabra LP continuing as the surviving entity in the Partnership Merger.

Upon the terms and subject to the conditions of the ~~Forest Park Medical Center - Frisco hospital (“Frisco Hospital”)~~Merger Agreement, at the effective time of the Merger, each share of CCP common stock, par value $0.01 per share, issued and outstanding immediately prior to ~~Columbia Medical Center~~the effective time of ~~Plano Subsidiary, L.P., a subsidiary~~the Merger (other than shares of ~~HCA Holdings, Inc. for a total cash purchase price~~CCP common stock owned directly by CCP, the Company or their respective subsidiaries, in each case not held on behalf of ~~$96.3 million, less~~third parties) will be converted into the ~~assumption of certain capital lease obligations of approximately $7.3 million. The Company received net cash proceeds of $86.6 million and expects~~right to receive ~~an additional $3.5 million from~~1.123 (the “Exchange Ratio”) newly issued shares of Company common stock, par value $0.01 per share.

The parties’ obligations to consummate the ~~collection~~Merger are subject to certain conditions, including, without limitation, (i) the adoption of ~~outstanding accounts receivable and cash held~~the Merger Agreement by the ~~Frisco Hospital. Accordingly, during~~holders of a majority of the ~~three months ended March 31, 2016,~~outstanding shares of CCP common stock entitled to vote at a special meeting of the CCP stockholders held for that purpose, (ii) the approval of the issuance of Company ~~recognized a $29.8 million impairment charge on its investment in the Frisco Hospital and increased its loan loss reserve by $3.1 million based on what it expects to collect~~common stock in connection with the ~~Frisco Operator's debtor-in-possession loan from Sabra. These amounts are before consideration~~Merger by a majority of the ~~approximately $21.3 million in guarantees from~~votes cast by the ~~owners~~holders of Company common stock at a special meeting of the ~~Frisco Operator.~~Company stockholders held for that purpose, (iii) the shares of Company common stock to be issued in connection with the Merger will have been approved for listing on the NASDAQ Global Select Market, subject to official notice of issuance, (iv) the effectiveness of the registration statement on Form S-4 to be filed by the Company for purposes of registering the issuance of shares of Company common stock issuable in connection with the Merger, (v) the Company and CCP each having received

certain tax opinions and (vi) the absence of any order or injunction preventing the consummation of the Merger or any material law rendering the consummation of the Merger illegal.

The Company, Merger Sub and CCP have made customary representations and warranties in the Merger Agreement and agreed to certain customary covenants, including, among others, covenants by each party to use commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice during the period between the execution of the Merger Agreement and the consummation of the Merger.

The closing of the Merger is expected to occur during the third calendar quarter of 2017, subject to the satisfaction of certain closing conditions. There can be no assurance that all closing conditions will be satisfied or waived by the parties, that the Merger will close on during the third calendar quarter of 2017 or that the Merger will be consummated at all.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The discussion below contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those which are discussed in the “Risk Factors” section in Part I, Item 1A of our ~~2015~~2016 Annual Report on Form ~~10-K.~~10-K and Part II, Item 1A of this 10-Q. Also see “Statement Regarding Forward-Looking Statements” preceding Part I.

The following discussion and analysis should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto.

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations is organized as follows:

Overview

Critical Accounting Policies

Recently Issued Accounting Standards Update

Results of Operations

Liquidity and Capital Resources

Concentration of Credit Risk

Skilled Nursing Facility Reimbursement Rates

Obligations and Commitments

Off-Balance Sheet Arrangements

Overview

We operate as a self-administered, self-managed REIT that, through our subsidiaries, owns and invests in real estate serving the healthcare industry.

Our primary business consists of acquiring, financing and owning real estate property to be leased to third party tenants in the healthcare ~~sector.~~sector using triple-net operating leases. We primarily generate revenues by leasing properties to tenants and operators throughout the United States and Canada.

Our investment portfolio is primarily comprised of skilled nursing/transitional care facilities, senior housing facilities, an acute care ~~hospitals,~~hospital leased to third-party operators; senior housing facilities operated under third-party management agreements (“Managed Properties”); debt ~~investments~~investments; and preferred equity investments.

Our objectives are to grow our investment portfolio while diversifying our portfolio by tenant, asset class and geography within the healthcare sector. We plan to achieve these objectives primarily through making investments directly or indirectly in healthcare real estate. We may also achieve our objective of diversifying our portfolio by tenant and asset class through select asset sales and other arrangements with Genesis and other tenants. We have entered into memoranda of understanding with Genesis to market for sale 35 skilled nursing facilities and we have made certain other lease and corporate guarantee amendments for the remaining 43 facilities leased to Genesis. Upon completion of the sales, these asset sales and amendments will have the benefit of reducing our net operating income concentration in Genesis and skilled nursing facilities, as well as strengthening our remaining Genesis-operated portfolio through the lease term extensions and guarantee enhancements; provided, however that there can be no assurances that we will successfully complete these sales on the terms or timing contemplated by the memoranda of understanding, or at all, in which event we may not achieve the anticipated benefits from such sales. On April 1, 2017, we completed the sale of one of these facilities. Marketing of the remaining 34 facilities is ongoing and is expected to be completed in the second half of 2017.

We expect to continue to grow our portfolio primarily through the acquisition of assisted living, independent living and memory care facilities in the U.S. and ~~with a secondary focus on acquiring~~Canada and through the acquisition of skilled ~~nursing and~~ nursing/transitional care ~~facilities.~~facilities in the U.S. We have and will continue to opportunistically acquire other types of healthcare real estate, originate financing secured directly or indirectly by healthcare facilities and invest in the development of senior housing and skilled nursing/transitional care facilities. We also expect to expand our portfolio through the development of purpose-built healthcare facilities through pipeline agreements and other arrangements with select developers. We further expect to work with existing operators to identify strategic development opportunities. These opportunities may involve replacing or renovating facilities in our portfolio that may have become less competitive and new development opportunities that present attractive risk-adjusted returns. In addition to pursuing acquisitions with triple-net leases, we expect to continue to pursue other forms of investment, including investments in ~~senior housing through RIDEA-compliant structures,~~Managed Properties, mezzanine and secured debt investments, and joint ventures for senior housing and skilled nursing/transitional care facilities.

In general, we originate loans and make preferred equity investments when an attractive investment opportunity is presented and either (a) the property is in or near the development phase or (b) the development of the property is completed but the operations of the facility are not yet stabilized. A key component of our strategy related to loan originations and preferred equity investments is our having the option to purchase the underlying real estate that is owned by our borrowers (and that directly or indirectly secures our loan investments) or by the ~~joint venture~~entity in which we have an investment. These options become exercisable upon the occurrence of various criteria, such as the passage of time or the achievement of certain operating goals, and the method to determine the purchase price upon exercise of the option is set in advance based on the same valuation methods we use to value our investments in healthcare real estate. This strategy allows us to diversify our revenue streams and build relationships with operators and developers, and provides us with the option to add new properties to our existing real estate portfolio if we determine that those properties enhance our investment portfolio and stockholder value at the time the options are exercisable.

~~As we acquire additional properties and expand our portfolio, we expect to further diversify by tenant, asset class and geography within the healthcare sector.~~ We employ a disciplined, opportunistic approach in our healthcare real estate

investment strategy by investing in assets that provide attractive opportunities for dividend growth and appreciation of asset values, while maintaining balance sheet strength and liquidity, thereby creating long-term stockholder value.

We elected to be treated as a REIT with the filing of our U.S. federal income tax return for the taxable year beginning January 1, 2011. We believe that we have been organized and have operated, and we intend to continue to operate, in a manner to qualify as a REIT. We operate through an umbrella partnership, ~~(commonly~~commonly referred to as an ~~UPREIT)~~UPREIT structure, in which substantially all of our properties and assets are held by Sabra Health Care Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), in which we are the sole general partner and our wholly owned subsidiaries are currently the only limited partners, or by subsidiaries of the Operating Partnership.

~~Dispositions~~

During the three months ended March 31, 2016, we completed the sale of one skilled nursing facility for aggregate consideration of $0.4 million. The carrying values of the facility was $5.0 million, which resulted in a net loss of $4.6 million, after selling expenses.

~~Credit Facility~~

Pending Merger with CCP

On ~~January 14, 2016,~~May 7, 2017, the Company and the Operating Partnership entered into an Agreement and ~~Sabra Canadian Holdings,~~Plan of Merger (the “Merger Agreement”) with Care Capital Properties, Inc., a Delaware corporation (“CCP”), PR Sub, LLC, ~~also~~ a Delaware limited liability company and wholly owned subsidiary of the Company ~~(together,~~(“Merger Sub”), and Care Capital Properties, L.P. (“CCPLP”), a Delaware limited partnership and wholly-owned subsidiary of CCP. Pursuant to the ~~“Borrowers”~~Merger Agreement, CCP will be merged with and into Merger Sub (the “Merger”), ~~entered~~with Merger Sub continuing as the surviving entity in the Merger. Following the Merger, also pursuant to the Merger Agreement, Merger Sub will be merged with and into ~~a third amended~~the Company (the “Subsequent Merger”), with the Company continuing as the surviving entity in the Subsequent Merger. Simultaneously with the Subsequent Merger, also pursuant to the Merger Agreement, CCPLP will be merged with and ~~restated unsecured credit facility~~into Sabra LP (the ~~“Credit Facility”~~“Partnership Merger”)~~. The Credit Facility includes a revolving credit facility (the “Revolving Credit Facility”)~~, with Sabra LP continuing as the surviving entity in the Partnership Merger.

Upon the terms and ~~U.S. dollar and Canadian dollar term loans (collectively,~~subject to the “Term Loans”). The Revolving Credit Facility provides for a borrowing capacity of $500.0 million and, in addition, increases our U.S. dollar and Canadian dollar term loans to $245.0 million and CAD $125.0 million, respectively. Further, up to $125.0 millionconditions of the ~~Revolving Credit Facility may~~Merger Agreement, at the effective time of the Merger, each share of CCP common stock, par value $0.01 per share, issued and outstanding immediately prior to the effective time of the Merger (other than shares of CCP common stock owned directly by CCP, the Company or their respective subsidiaries, in each case not held on behalf of third parties) will be ~~used for borrowings in certain foreign currencies.~~ converted into the right to receive 1.123 (the “Exchange Ratio”) newly issued shares of Company common stock, par value $0.01 per share.

The ~~Credit Facility also contains an accordion feature that can increase~~parties’ obligations to consummate the ~~total available borrowings to $1.25 billion,~~Merger are subject to ~~terms and conditions.~~

~~Borrowings under~~certain conditions, including, without limitation, (i) the ~~Revolving Credit Facility bear interest on~~adoption of the Merger Agreement by the holders of a majority of the outstanding ~~principal amount~~shares of CCP common stock entitled to vote at a ~~rate equal to an applicable percentage plus, at~~special meeting of the ~~Operating Partnership’s option, either (a) LIBOR or (b) a base rate determined as the greater of (i) the federal funds rate plus 0.5%,~~CCP stockholders held for that purpose, (ii) the prime rate, and (iii) one-month LIBOR plus 1.0% (the “Base Rate”). The applicable percentage for borrowings will vary based on the Consolidated Leverage Ratio, as defined in the credit agreement, and will range from 1.80% to 2.40% per annum for LIBOR based borrowings and 0.80% to 1.40% per annum for borrowings at the Base Rate. In addition, the Operating Partnership is required to pay an unused fee to the lenders equal to 0.25% or 0.30% per annum, which is determined by usage under the Revolving Credit Facility.

The U.S. dollar term loan bears interest on the outstanding principal amount at a rate equal to an applicable percentage plus, at the Operating Partnership’s option, either (a) LIBOR or (b) the Base Rate. The applicable percentage for borrowings will vary based on the Consolidated Leverage Ratio, as defined in the credit agreement, and will range from 1.75% to 2.35% per annum for LIBOR based borrowings and 0.75% to 1.35% per annum for borrowings at the Base Rate. The Canadian dollar term loan bears interest on the outstanding principal amount at a rate equal to the Canadian Dollar Offer Rate (“CDOR”) plus1.75% to 2.35% depending on the Consolidated Leverage Ratio. See "—Liquidity and Capital Resources" for further information.

~~Forest Park Investments Update~~

~~Forest Park-Frisco (“Frisco”)~~

~~On April 1, 2016, we, along with the Forest Park Medical Center at Frisco, LLC (“Frisco Operator”) completed the sale~~approval of the ~~Forest Park Medical Center - Frisco hospital (“Frisco Hospital”) to Columbia Medical Center~~issuance of Plano Subsidiary, L.P., a subsidiary of HCA Holdings, Inc. for a total cash purchase price of $96.3 million, less the assumption of certain capital lease obligations of approximately $7.3 million. We received net cash proceeds of $86.6 million and expect to receive an additional $3.5 million from the collection of outstanding accounts receivable and cash held by the Frisco Hospital. Accordingly, during the three months ended March 31, 2016, we recognized a $29.8 million impairment charge on our investment in the Frisco Hospital and increased our loan loss reserve by $3.1 million based on what we expect to collectCompany common stock in connection with the ~~Frisco Operator's debtor-in-possession loan from Sabra. These amounts are before consideration~~Merger by a majority of the ~~approximately $21.3 million in guarantees from~~votes cast by the ~~owners~~holders of Company common stock at a special meeting of the ~~Frisco Operator.~~

~~Forest Park - Fort Worth ("Fort Worth")~~

~~On April 20, 2016,~~Company stockholders held for that purpose, (iii) the ~~borrower under our Fort Worth construction loan and Texas Health Resources (“THR”) executed a purchase and sale agreement whereby,~~shares of Company common stock to be issued in connection with the Merger will have been approved for listing on the NASDAQ Global Select Market, subject to ~~bankruptcy court approval~~official notice of issuance, (iv) the effectiveness of the registration statement on Form S-4 to be filed by the Company for purposes of registering the issuance of shares of Company common stock issuable in connection with the Merger, (v) the Company and CCP each having received certain tax opinions and (vi) the absence of any order or injunction preventing the consummation of the Merger or any material law rendering the consummation of the Merger illegal.

The Company, Merger Sub and CCP have made customary ~~closing conditions, THR will purchase the hospital~~representations and ~~medical office real estate that serve as collateral for our construction loan for $112.0 million. The bankruptcy court approved this THR bid as the stalking horse bid~~warranties in the ~~auction process. Other bids for~~Merger Agreement and agreed to certain customary covenants, including, among others, covenants by each party to use commercially reasonable efforts to conduct its business in the ~~auction are due by May 10, 2016~~ordinary course of business consistent with past practice during the period between the execution of the Merger Agreement and ~~if additional bids are received, an auction will be held on May 12, 2016. A hearing is scheduled for May 19, 2016 to approve~~ the ~~sale to~~consummation of the successful bidder. As of March 31, 2016, the outstanding principal balance on the Fort Worth construction loan was $60.8 million, and $8.1 million of accrued and unpaid interest and fees remained outstanding. We expect to fully realize all amounts owing to us uponMerger.

The closing of the ~~sale~~Merger is expected to occur during the third calendar quarter of 2017, subject to the satisfaction of certain closing conditions. There can be no assurance that all closing conditions will be satisfied or waived by the parties, that the Merger will close on during the third calendar quarter of 2017 or that the Merger will be consummated at all.

Managed Properties

On March 1, 2017, we terminated the lease of eight senior housing real estate investments in Canada and ~~expect to use~~concurrently entered into a management agreement with Sienna Senior Living (“Sienna”), whereby we will own the ~~proceeds we receive to make additional payments on our Revolving Credit Facility.~~operations, through a wholly-owned foreign taxable REIT subsidiary, of the facilities and the facilities will be operated by Sienna.

Critical Accounting Policies

Our condensed consolidated interim financial statements have been prepared in accordance with GAAP and in conjunction with the rules and regulations of the SEC. The preparation of our financial statements requires significant management judgments, assumptions and estimates about matters that are inherently uncertain. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses. A discussion of the accounting policies that management considers critical in that they involve significant management judgments and assumptions, require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results is included in our ~~2015~~2016 Annual Report on Form 10-K filed with the SEC. Except as described in Note 2, “Summary of Significant Accounting Policies,” in the Notes to Condensed Consolidated Financial Statements, there have been no significant changes to our critical accounting policies during the three months ended March 31, ~~2016.~~2017.

Recently Issued Accounting Standards Update

See Note 2, “Summary of Significant Accounting Policies,” in the Notes to Condensed Consolidated Financial Statements for information concerning recently issued accounting standards updates.

Results of Operations

As of March 31, 2017, our investment portfolio included 182 real estate properties held for investment, one asset held for sale, 10 investments in loans receivable and 12 preferred equity investments. As of March 31, 2016, our investment portfolio included 178 real estate properties held for investment, one asset held for sale, 17 investments in loans receivable and 10 preferred equity investments. ~~As of March 31, 2015, our investment portfolio included 160 real estate properties held for investment, 14 investments in loans receivable and six preferred equity investments.~~ In general, we expect that our income and expenses related to our portfolio will increase in future periods as a result of owning acquired investments ~~made in 2016 and 2015 that we have owned~~ for an entire period and the anticipated future acquisition of additional investments. The results of operations presented ~~for the~~ ~~three~~ ~~months ended~~ ~~March 31, 2016~~ ~~and 2015~~ are not directly comparable due to ongoing acquisition ~~and disposition~~ activity.

Comparison of results of operations for the three months ended March 31, ~~2016~~2017 versus the three months ended March 31, ~~2015~~2016 (dollars in thousands):


	Three Months Ended March 31,						Increase / (Decrease)				Percentage Difference			Variance due to Acquisitions, Originations and Dispositions ⁽¹⁾			Remaining Variance ⁽²⁾		Three Months Ended March 31,							Increase / (Decrease)			Percentage Difference		Variance due to Acquisitions, Originations and Dispositions ⁽¹⁾			Remaining Variance ⁽²⁾
	2016			2015						2017						2016
Revenues:
Rental income	$	55,312		$	49,505		$	5,807					12	%	$	9,450				$	(3,643	)	$	57,224		$	55,312		$	1,912		3	%	$	2,963		$	(1,051	)
Interest and other income	5,332			5,385			(53		)		(1	)%		717			(770	)	1,945				5,332			(3,387		)	(64	)%	(2,902		)	(485		)
Resident fees and services	1,915			682			1,233				181	%		1,232			1		3,481				1,915			1,566			82	%	1,543			23
Expenses:
Depreciation and amortization	17,766			14,150			3,616				26	%		3,253			363		19,137				17,766			1,371			8	%	(433		)	1,804
Interest	16,918			13,880			3,038				22	%		—			3,038		15,788				16,918			(1,130		)	(7	)%	—			(1,130		)
Operating expenses	1,412			498			914				184	%		914			—		2,420				1,412			1,008			71	%	1,025			(17		)
General and administrative	4,714			6,361			(1,647		)		(26	)%		(221	)		(1,426	)	6,873				4,714			2,159			46	%	474			1,685
Provision for doubtful accounts and loan losses	2,523			1,144			1,379				121	%		—			1,379		1,770				2,523			(753		)	(30	)%	—			(753		)
Impairment of real estate	29,811			—			29,811				100	%		—			29,811		—				29,811			(29,811		)	NM		(29,811		)	—
Other (expense) income:
Other income (expense):
Loss on extinguishment of debt	(556		)	—			(556		)		100	%		—			(556	)	—				(556		)	556			NM		—			556
Other expense	—			(100		)	100				(100	)%		—			100
Other income																			2,129				—			2,129			NM		—			2,129
Net loss on sale of real estate	(4,602		)	—			(4,602		)		100	%		—			(4,602	)	—				(4,602		)	4,602			NM		4,602			—

⁽¹⁾ Represents the dollar amount increase (decrease) for the three months ended March 31, ~~2016~~2017 compared to the three months ended March 31, ~~2015~~2016 as a result of investments/dispositions made after January 1, ~~2015~~2016.

⁽²⁾ Represents the dollar amount increase (decrease) for the three months ended March 31, ~~2016~~2017 compared to the three months ended March 31, ~~2015~~2016 that is not a direct result of investments/dispositions made after January 1, ~~2015~~2016.

Rental Income

During the three months ended March 31, ~~2016~~2017, we recognized $~~55.3~~57.2 million of rental income compared to ~~$49.5~~$55.3 million for the three months ended March 31, ~~2015~~2016. The ~~$5.8~~$1.9 million increase in rental income is primarily due to an increase of ~~$10.1~~$3.7 million from properties acquired after January 1, ~~2015~~2016, offset by a decrease of $0.7 million from properties disposed of after January 1, ~~2015~~2016~~. The increase is further offset by~~ and a ~~$3.6~~decrease of $0.8 million ~~decrease in rental income primarily related~~due to ~~our decision~~the eight senior housing facilities that were transitioned to ~~stop recognizing revenues related to Forest Park - Frisco during the three months ended~~Managed Properties on March ~~31, 2016.~~1, 2017. Amounts due under the terms of all of our lease agreements are subject to contractual increases, and contingent rental income may be derived from certain lease agreements. No material contingent rental income was derived during the three months ended March 31, ~~2016~~2017 and ~~2015.~~2016.

Interest and Other Income

Interest and other income primarily consists of income earned on our loans receivable investments and preferred returns earned on our preferred equity investments. During the three months ended March 31, ~~2016~~,2017, we recognized ~~$5.3~~$1.9 million of interest and other income compared to ~~$5.4~~$5.3 million for the three months ended March 31, ~~2015. Interest and other income during the three months ended~~ ~~March 31, 2016~~2016. The decrease of $3.4 million is primarily consisted of income earned on our 17 loans receivable investments and preferred dividends on 10 preferred equity investments. Our loans receivable investments and preferred equity investments had a combined book value of $297.5 million as of ~~March 31, 2016. Interest and other income during the three months ended~~ ~~March 31, 2015~~ primarily consisted of income earned on our 14 loans receivable investments and preferred dividends on our six preferred equity investments. These investments had a combined book value of $258.3 million as of ~~March 31, 2015. During the three months ended March 31, 2016, we recognized $2.7 million of~~due to interest income ~~(at~~recognized at the default ~~rate)~~rate and late fees related to our investment in the Forest Park - Fort Worth construction loan ~~and no interest income related to our investment in the Forest Park - Dallas mortgage loan. During~~during the three months ended March 31, ~~2015, we recognized $1.1 million of interest income related to our investment~~2016. This loan was repaid in ~~the Forest Park - Fort Worth construction loan and $2.2 million of interest income related to our investment in the Forest Park - Dallas mortgage loan.~~2016.

Resident Fees and Services

During the three months ended March 31, ~~2016,~~2017, we recognized ~~$1.9~~$3.5 million of resident fees and services compared to ~~$0.7~~$1.9 million for the three months ended March 31, ~~2015.~~2016. The increase of ~~$1.2~~$1.6 million is primarily due to the ~~investment in one~~

~~additional RIDEA-compliant investment in November 2015.~~eight senior housing facilities that were transitioned to Managed Properties on March 1, 2017.

Depreciation and Amortization

During the three months ended March 31, ~~2016~~,2017, we incurred $~~17.8~~$19.1 million of depreciation and amortization expense compared to $~~14.2~~17.8 million for the three months ended March 31, ~~2015~~2016. The ~~$3.6~~$1.4 million net increase in depreciation and amortization expense was ~~primarily~~ due to an increase of ~~$3.4~~$1.2 million from properties acquired after January 1, ~~2015,~~2016 and an increase of

$1.8 million due to the acceleration of the lease intangible amortization related to the eight senior housing facilities transitioned to Managed Properties, partially offset by a decrease of ~~$0.2~~$1.6 million from properties disposed of after January 1, ~~2015.~~2016.

Interest Expense

We incur interest expense comprised of costs of borrowings plus the amortization of deferred financing costs related to our indebtedness. During the three months ended March 31, ~~2016~~2017, we incurred $~~16.9~~$15.8 million of interest expense compared to $~~13.9~~16.9 million for the three months ended March 31, ~~2015~~2016. The ~~$3.0~~$1.1 million net ~~increase~~decrease is primarily related to (i) a ~~$0.6~~$1.2 million ~~increase~~decrease in interest expense related to ~~the U.S. term loan, (ii) a $0.9 million increase in interest expense related to the Canadian term loan, (iii) a $1.0 million increase in interest expense related to the~~lower borrowings outstanding on the Revolving Credit Facility ~~during the three months ended~~ ~~March 31, 2016~~and ~~(iv)~~(ii) a ~~$0.5~~$0.2 million ~~increase~~decrease in interest expense primarily due to the ~~increased~~decreased average balance outstanding on mortgage note ~~borrowings. See Note 6, “Debt,”~~borrowings, partially offset by a $0.3 million increase in ~~the Notes~~amortization expense related to ~~Condensed Consolidated Financial Statements for additional information concerning the Revolving Credit Facility and the Term Loans (defined below).~~our interest rate hedges.

Operating Expenses

During the three months ended March 31, ~~2016,~~2017, we recognized ~~$1.4~~$2.4 million of operating expenses compared to ~~$0.5~~$1.4 million for the three months ended March 31, ~~2015.~~2016. The increase of ~~$0.9~~$1.0 million is primarily due to the ~~investment in one additional RIDEA-compliant investment in November 2015.~~eight senior housing facilities that were transitioned to Managed Properties on March 1, 2017.

General and Administrative Expenses

General and administrative expenses include compensation-related expenses as well as professional services, office costs, and other costs associated with acquisition pursuit activities and asset management. During the three months ended March 31, ~~2016~~2017, general and administrative expenses were $~~4.7~~6.9 million compared to $~~6.4~~4.7 million during the three months ended March 31, ~~2015~~2016. The ~~$1.6~~$2.2 million ~~decrease~~ increase is primarily related to (i) ~~a $0.3~~an $0.8 million ~~decrease of non-RIDEA facility operating expenses associated with transitioning two assets to new operators,~~increase in stock-based compensation, (ii) a ~~$0.2~~$0.7 million ~~decrease~~increase in legal and professional fees primarily due the increased number of investments and (iii) a $0.5 million increase in expensed acquisition pursuit costs from ~~$0.3 million during the three months ended March 31, 2015 to~~ $0.1 million during the three months ended March 31, 2016 ~~which was~~to $0.6 million during the three months ended March 31, 2017 primarily ~~related~~due to ~~a decrease~~the Merger with CCP. The increase in ~~our acquisition activity~~stock-based compensation expense, from $1.8 million during the three months ended March 31, 2016 ~~and (iii) a $1.1 million decrease in stock-based compensation. The decrease in stock-based compensation expense, from~~ ~~$2.9 million~~ ~~during the three months ended~~ ~~March 31, 2015~~to ~~$1.8~~$2.6 million during the three months ended March 31, ~~2016~~,2017, is primarily ~~due~~related to ~~the change in performance-based vesting assumptions on management's equity compensation and~~ the change in our stock price during the three months ended March 31, ~~2016 (a decrease~~2017 (an increase of ~~$0.14~~$3.51 per share) compared to the three months ended March 31, ~~2015 (an increase~~2016 (a decrease of ~~$2.78~~$0.14 per share) ~~associated with annual stock bonuses.~~. We issued stock to employees who elected to receive annual bonuses in stock rather than in cash and therefore changes in our stock price will result in changes to our bonus expense. We expect acquisition pursuit costs to fluctuate from period to period depending on acquisition activity. We also expect stock-based compensation expense to fluctuate from period to period depending upon changes in our stock price and estimates associated with performance-based compensation.

Provision for Doubtful Accounts and Loan Losses

During the three months ended March 31, 2017, we recognized $1.8 million in provision for doubtful accounts and loans losses. Of the $1.8 million provision, $0.1 million is due to an increase in reserves on cash rental income, $1.6 million is due to an increase in loan loss reserves and a $44,000 increase in reserves on straight-line rental income. During the three months ended March 31, 2016, we recognized $2.5 million in provision for doubtful accounts. Of the $2.5 million provision, $0.1 million is due to an increase in general reserves on straight-line rental income and $2.4 million ~~related~~is due to an increase in loan loss reserves.

Impairment of Real Estate

During the three months ended March 31, ~~2015,~~2017, no impairment of real estate was recorded. During the three months ended March 31, 2016, we recognized ~~$1.1~~$29.8 million of ~~provision for doubtful accounts primarily~~impairment of real estate related to ~~rents due from our~~the sale of the Forest Park - Frisco ~~tenant.~~hospital.

Loss on Extinguishment of Debt

We did not recognize any loss on extinguishment of debt during the three months ended March 31, 2017. During the three months ended March 31, 2016, we recognized $0.6 million of loss on extinguishment of debt related to write-offs of deferred financing costs in connection with amending the Prior Revolving Credit Facility and Prior Canadian Term Loan (defined below). ~~We did not recognize any loss on extinguishment of debt during the three months ended March 31, 2015.~~

Other ~~Expense~~Income

During the three months ended March 31, ~~2016, no adjustment to the fair value of our contingent consideration liability~~

~~or asset was recorded. During the three months ended March 31, 2015,~~2017, we recognized ~~$0.1~~$2.1 million of other income. The $2.1 million in other ~~expense~~income is due to $1.3 million amortization of lease termination payments related to a memoranda of understanding entered into with Genesis regarding five Genesis facilities (of which three were owned as of March 31, 2017) and $0.8 million is a result of adjusting the fair value of our contingent consideration liability related to ~~one~~the acquisition of ~~real estate properties.~~a senior housing facility. During the three months ended March 31, 2016, we did not incur any other income/loss.

Net ~~Loss~~Gain (Loss) on Sales of Real Estate

There were no real estate sales during the three months ended March 31, 2017. During the three months ended March 31, 2016, we recognized a loss on the sale of real estate of $4.6 million related to the disposition of one skilled ~~nursing facility as discussed in~~nursing/transitional care facility. See Note 4, “Assets Held for Sale and Dispositions” for additional information.

Funds from Operations and Adjusted Funds from Operations

We believe that net income attributable to common stockholders as defined by GAAP is the most appropriate earnings measure. We also believe that funds from operations attributable to common stockholders (“FFO”), as defined in accordance with the definition used by the National Association of Real Estate Investment Trusts (“NAREIT”), and adjusted funds from operations attributable to common stockholders (“AFFO”) (and related per share amounts) are important non-GAAP supplemental measures of our operating performance. Because the historical cost accounting convention used for real estate assets requires straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. However, since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation and amortization, among other items, from net income attributable to common stockholders, as defined by GAAP. FFO is defined as net income attributable to common stockholders, computed in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization and real estate impairment charges. AFFO is defined as FFO excluding straight-line rental income adjustments, stock-based compensation expense, amortization of deferred financing costs and expensed acquisition pursuit costs, as well as other non-cash revenue and expense items (including provisions and write-offs related to straight-line rental income, provision for loan losses, changes in fair value of contingent consideration, amortization of debt premiums/discounts and non-cash interest income adjustments). We believe that the use of FFO and AFFO (and the related per share amounts), combined with the required GAAP presentations, improves the understanding of our operating results among investors and makes comparisons of operating results among REITs more meaningful. We consider FFO and AFFO to be useful measures for reviewing comparative operating and financial performance because, by excluding the applicable items listed above, FFO and AFFO can help investors compare our operating performance between periods or as compared to other companies. While FFO and AFFO are relevant and widely used measures of operating performance of REITs, they do not represent cash flows from operations or net income attributable to common stockholders as defined by GAAP and should not be considered an alternative to those measures in evaluating our liquidity or operating performance. FFO and AFFO also do not consider the costs associated with capital expenditures related to our real estate assets nor do they purport to be indicative of cash available to fund our future cash requirements. Further, our computation of FFO and AFFO may not be comparable to FFO and AFFO reported by other REITs that do not define FFO in accordance with the current NAREIT definition or that interpret the current NAREIT definition or define AFFO differently than we do.

The following table reconciles our calculations of FFO and AFFO for the three months ended March 31, ~~2016~~2017 and ~~2015~~2016, to net ~~(loss)~~ income attributable to common stockholders, the most directly comparable GAAP financial measure, for the same periods (in thousands, except share and per share amounts):


	Three Months Ended March 31,						Three Months Ended March 31,
	2016			2015			2017			2016
Net (loss) income attributable to common stockholders	$	(18,272	)	$	16,889
Net income (loss) attributable to common stockholders							$	16,262		$	(18,272	)
Depreciation and amortization of real estate assets	17,766			14,150			19,137			17,766
Net loss on sale of real estate	4,602			—			—			4,602
Impairment of real estate	29,811			—			—			29,811

FFO attributable to common stockholders	33,907			31,039			35,399			33,907

Acquisition pursuit costs	89			310
Expensed acquisition pursuit costs⁽¹⁾							563			89
Stock-based compensation expense	1,818			2,918			2,588			1,818
Straight-line rental income adjustments	(5,593		)	(5,656		)	(4,607		)	(5,593		)
Amortization of deferred financing costs	1,221			1,261			1,277			1,221
Non-cash portion of loss on extinguishment of debt	556			—			—			556
Change in fair value of contingent consideration	—			100			(822		)	—
Provision for doubtful straight-line rental income and loan losses	2,523			421
Provision for doubtful straight-line rental income, loan losses and other reserves							1,390			2,523
Other non-cash adjustments(2)	249			138			399			304

AFFO attributable to common stockholders	$	34,770		$	30,531		$	36,187		$	34,825

FFOattributable to common stockholders per diluted common share	$	0.52		$	0.52		$	0.54		$	0.52

AFFO attributable to common stockholders per diluted common share	$	0.53		$	0.51		$	0.55		$	0.53

Weighted average number of common shares outstanding, diluted:
FFO attributable to common stockholders	65,414,703			59,559,253			65,920,486			65,414,703

AFFO attributable to common stockholders	65,825,187			59,893,055			66,325,908			65,825,187

⁽¹⁾On October 1, 2016, we early-adopted ASU 2017-01, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as business acquisitions. All real estate acquisitions completed subsequent to October 1, 2016 were considered asset acquisitions and we have capitalized acquisition pursuit costs associated with these acquisitions, including those costs incurred prior to October 1, 2016. Acquisitions completed prior to October 1, 2016 were deemed business combinations and the related acquisition pursuit costs were expensed as incurred.

⁽²⁾Other non-cash adjustments includes amortization of debt premiums/discounts, non-cash interest income adjustments and amortization expense related to our interest rate hedges.

Set forth below is additional information related to certain other items included in net ~~(loss)~~ income attributable to common stockholders above, which may be helpful in assessing our operating results. Please see the accompanying condensed consolidated statements of cash flows for details of our operating, investing, and financing cash activities.

Significant Items Included in FFO and AFFO Attributable to Common Stockholders:

During the three months ended March 31, 2017, we recognized $2.1 million of other income. The $2.1 million consists of $1.3 million in lease termination payments related to a memorandum of understanding entered into with Genesis regarding five Genesis facilities (of which three were owned as of March 31, 2017) and $0.8 million related to decreasing the value of our contingent consideration liability related to the acquisition of a senior housing facility. This amount in its entirety is included in FFO for the three months ended March 31, 2017, and $1.3 million is included in AFFO for the three months ended March 31, 2017.

During the three months ended March 31, 2017, we incurred $1.8 million in provision for doubtful accounts. Of the $1.8 million, $44,000 is due to an increase in straight-line rental income reserve, $0.1 million is due to an increase in reserves on cash rental revenue and $1.6 million is due to an increase in loan loss reserves. This entire amount is included in FFO for the three months ended March 31, 2017 and $0.4 million is included in AFFO for the three months ended March 31, 2017.

During the three months ended March 31, 2017, we incurred $0.5 million of expensed acquisition costs in connection with the Merger with CCP. This entire amount is included in FFO for the three months ended March 31, 2017.

During the three months ended March 31, 2016, we recognized $0.6 million of loss on extinguishment of debt related to write-offs of deferred financing costs in connection with amending the ~~Prior Revolving~~ Credit Facility and ~~Prior~~ Canadian ~~Term Loan (defined below).~~dollar term loan. This entire amount is included in FFO for the three months ended March 31, 2016.

During the three months ended March 31, 2016, we recognized $2.5 million in provision for doubtful accounts. Of the $2.5 million, ~~provision,~~ $0.1 million is due to an increase in general reserves on straight-line rental income and $2.4 million ~~related~~is due to an increase in loan loss reserves. This entire amount is included in FFO for the three months ended March 31, 2016.

During the three months ended March 31, 2015, we recognized $1.1 million of provision for doubtful accounts primarily related to rents due from our Forest Park - Frisco tenant. This entire amount is included in FFO for the three months ended March 31, 2015 and $1.0 million is included in AFFO for the three months ended March 31, 2015.

During the three months ended March 31, 2015, we recognized $0.1 million of other expense as a result of adjusting the fair value of our contingent consideration liability related to one acquisition of a real estate property. This entire amount is included in FFO for the three months ended March 31, 2015.

During the three months ended March 31, 2015, we recognized $0.3 million of non-RIDEA facility operating expenses associated with transitioning two assets to new operators. This entire amount is included in FFO and AFFO for the three months ended March 31, 2015.

Liquidity and Capital Resources

As of March 31, ~~2016,~~2017, we had approximately ~~$311.0~~$495.8 million in liquidity, consisting of unrestricted cash and cash equivalents of ~~$9.0~~$12.8 million (excluding joint venture cash and cash ~~equivalents associated with our RIDEA-compliant joint venture)~~equivalents), and available borrowings under our Revolving Credit Facility of ~~$302.0~~$483.0 million. The Credit Facility also contains an accordion

feature that can increase the total available borrowings to $1.25 billion (from U.S. $745.0 million plus CAD $125.0 million), subject to terms and conditions.

We have filed a shelf registration statement on Form S-3 with the SEC that expires in January 2020, which will allow us to offer and sell shares of common stock, preferred stock, warrants, rights, units, and certain of our subsidiaries to offer and sell debt securities, through underwriters, dealers or agents or directly to purchasers, on a continuous or delayed basis, in amounts, at prices and on terms we determine at the time of the offering, subject to market conditions.

We believe that our available cash, operating cash flows and borrowings available to us under the Revolving Credit Facility provide sufficient funds for our operations, scheduled debt service payments with respect to our Senior Notes, ~~(defined below),~~ mortgage indebtedness on our properties, and dividend requirements for the next twelve months. In addition, we do not believe that the restrictions under our Senior Notes Indentures ~~(defined below)~~ significantly limit our ability to use our available liquidity for these purposes.

We intend to invest in additional healthcare properties as suitable opportunities arise and adequate sources of financing are available. We expect that future investments in properties, including any improvements or renovations of current or newly-acquired properties, will depend on and will be financed, in whole or in part, by our existing cash, borrowings available to us under our Revolving Credit Facility, future borrowings or the proceeds from issuances of common stock, preferred stock, debt or other securities. In addition, we may seek financing from U.S. government agencies, including through Fannie Mae and HUD, in appropriate circumstances in connection with acquisitions.

Cash Flows from Operating Activities

Net cash provided by operating activities was ~~$24.7~~$31.4 million for the three months ended March 31, ~~2016~~2017. Operating cash inflows were derived primarily from the rental payments received under our lease agreements and interest payments from borrowers under our loan investments. Operating cash outflows consisted primarily of interest on borrowings and payment of general and administrative expenses, including expensed acquisition pursuit ~~costs. We expect our annualized cash flows provided by operating activities to increase as a result of completed~~costs and ~~anticipated future real estate investments.~~corporate overhead.

Cash Flows from Investing Activities

During the three months ended March 31, ~~2016~~2017, net cash ~~provided by~~used in investing activities was $~~2.0~~$1.0 million and consisted of ~~$8.9 million in repayments of loans receivable and $0.4 million in sales proceeds related to the disposition of one skilled nursing/transitional care facility, partially offset by $5.9~~$0.5 million used to provide additional funding for existing loans receivable, ~~$1.0~~$0.1 million used to fund existing preferred equity investments and $0.5 million used for tenant ~~improvements.~~improvements, partially offset by $0.1 million in repayments of loans receivable.

We expect to continue using available liquidity in connection with anticipated future real estate investments, loan originations and ~~loan originations.~~preferred equity investments.

Cash Flows from Financing Activities

During the three months ended March 31, ~~2016,~~2017, net cash used in financing activities was ~~$25.1~~$43.3 million and ~~included $69.4~~consisted of $30.0 million ~~in proceeds from~~of dividends paid to stockholders, $1.0 million of principal repayments of mortgage notes payable, $0.1 million of payments for deferred financing costs primarily associated with the ~~Term Loans (defined below). The proceeds were partially offset by $1.3~~Credit Facility and $3.2 million of payroll tax payments related to the issuance of common stock pursuant to equity compensation arrangements, $29.3 million of dividends paid to stockholders, $1.0 million of principal repayments of mortgage notes payable and $5.9 million of payments for deferred financing costs primarily associated with the amended Credit Facility.arrangements. In addition, during the three months ended March 31, ~~2016~~2017, we repaid a net amount of $~~57.0~~9.0 million on our Revolving Credit Facility.

Loan Agreements

2021 Notes. On January 23, 2014, the Operating Partnership and Sabra Capital Corporation, wholly owned subsidiaries of the Company (the “Issuers”), issued $350.0 million aggregate principal amount of 5.5% senior unsecured notes due 2021 (the “Existing 2021 Notes”), providing net proceeds of approximately $340.8 million after deducting underwriting discounts and other offering expenses. On October 10, 2014, the Issuers issued an additional $150.0 million aggregate principal amount of 5.5% senior unsecured notes due 2021 (together with the Existing 2021 Notes, the “2021 Notes”), providing net proceeds of

approximately $145.6 million (not including pre-issuance accrued interest), after deducting underwriting discounts and other offering expenses and a yield-to-maturity of 5.593%.

2023 Notes. On May 23, 2013, the Issuers issued $200.0 million aggregate principal amount of 5.375% senior notes due 2023 (the “2023 Notes” and, together with the 2021 Notes, the “Senior Notes”), providing net proceeds of approximately $194.6 million after deducting underwriting discounts and other offering expenses.

See Note 6, “Debt,” in the Notes to Condensed Consolidated Financial Statements for additional information concerning the 2021 Notes ~~the 2023 Notes~~ and the ~~2018~~2023 Notes, including information regarding the indentures governing the Senior Notes (the “Senior Notes Indentures”). As of March 31, ~~2016~~2017, we were in compliance with all applicable covenants under the Senior Notes Indentures.

Revolving Credit Facility and Term Loans. On September 10, 2014, the Operating Partnership entered into a second amended and restated unsecured revolving credit facility (the “Prior Revolving Credit Facility”) with certain lenders as set forth in the related credit agreement and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (each as defined in such credit agreement).

The Prior Revolving Credit Facility provided for a borrowing capacity of $650.0 million and provided an accordion feature allowing for an additional $100.0 million of capacity, subject to terms and conditions, resulting in a maximum borrowing capacity of $750.0 million. The Operating Partnership also had an option to convert up to $200.0 million of the Prior Revolving Credit Facility to a term loan subject to terms and conditions. On October 10, 2014, the Operating Partnership converted $200.0 million of the outstanding borrowings under the Prior Revolving Credit Facility to a term loan.

On June 10, 2015, Sabra Canadian Holdings, LLC, a wholly-owned subsidiary of the Company, entered into a new Canadian dollar denominated term loan of CAD $90.0 million (the "Prior Canadian Term Loan").

On January 14, 2016, the Borrowers entered into a third amended and restated Credit Facility. ~~The Credit Facility amends and restates the Prior Revolving Credit Facility and replaces the Prior Canadian Term Loan.~~

The Credit Facility includes a Revolving Credit Facility and ~~U.S. dollar and Canadian dollar term loans (collectively,~~ the ~~“Term Loans”).~~Term Loans. The Revolving Credit Facility provides for a borrowing capacity of $500.0 million and, in addition, increases our U.S. dollar and Canadian dollar term loans to $245.0 million and CAD $125.0 million, respectively. Further, up to $125.0 million of the Revolving Credit Facility may be used for borrowings in certain foreign currencies. The Credit Facility also contains an accordion feature that can increase the total available borrowings to $1.25 billion, subject to terms and conditions.

The obligations of the Borrowers under the Credit Facility are guaranteed by us and certain of our subsidiaries.

See Note 6, “Debt,” in the Notes to Condensed Consolidated Financial Statements for additional information concerning the Credit Facility, including information regarding covenants contained in the Credit Facility. As of March 31, ~~2016~~2017, we were in compliance with all applicable covenants under the Credit Facility.

Mortgage Indebtedness

Of our ~~178~~182 properties held for investment, 2120 are subject to mortgage indebtedness to third parties that, as of March 31, ~~2016~~2017, totaled approximately $~~178.0~~162.8 million. As of March 31, ~~2016~~2017 and December 31, ~~2015~~2016, our mortgage notes payable consisted of the following (dollars in thousands):


Interest Rate Type	Principal Balance as of March 31, 2016 ⁽¹⁾		Principal Balance as of December 31, 2015 ⁽¹⁾		Weighted Average Effective Interest Rate at March 31, 2016 ⁽²⁾		Maturity Date	Principal Balance as of March 31, 2017 ⁽¹⁾		Principal Balance as of December 31, 2016 ⁽¹⁾		Weighted Average Effective Interest Rate at March 31, 2017 ⁽²⁾		Maturity Date
Fixed Rate	$	178,017	$	177,850	4.01	%	December 2021 - August 2051	$	162,762	$	163,638	3.87	%	December 2021 - August 2051

⁽¹⁾Principal balance does not include deferred financing costs of ~~$3.0~~$2.9 million as of March 31, ~~2016~~2017 and December 31, ~~2015.~~2016.

⁽²⁾Weighted average effective interest rate includes private mortgage insurance.

Capital Expenditures

There were $0.5 million ~~and $0.7 million~~ of capital expenditures for the three months ended March 31, ~~2016~~2017 and ~~2015, respectively.~~2016. The capital expenditures for the three months ended March 31, ~~2016~~2017 and ~~March 31, 2015~~2016 include $1,000 and $0.1 million, ~~and $3,000,~~ respectively, of capital expenditures for corporate office needs. There are no present plans for the improvement or development of any unimproved or undeveloped property; however, from time to time we may agree to fund improvements our tenants make at our facilities. Accordingly, we anticipate that our aggregate capital expenditure requirements for the next 12 months will not exceed ~~$4.0~~$8.0 million, and that such expenditures will principally be for improvements to our facilities ~~which~~and result in incremental rental income, and corporate capital expenditures. Capital expenditures are expected to be funded by existing cash balances, cash generated from operations or additional borrowings under our Revolving Credit Facility.income.

Dividends

We paid dividends of $~~29.3~~30.0 million on our common and preferred stock during the three months ended March 31, ~~2016~~2017. On May ~~2, 2016~~8, 2017, our board of directors declared a quarterly cash dividend of $~~0.42~~0.43 per share of common stock. The dividend will be paid on May 31, ~~2016~~2017 to common stockholders of record as of May ~~16, 2016~~18, 2017. Also on May ~~2, 2016~~8, 2017, our board of directors declared a quarterly cash dividend of $0.4453125 per share of Series A Preferred Stock. The dividend will be paid on May 31, ~~2016~~2017 to preferred stockholders of record as of the close of business on May ~~16, 2016~~18, 2017.

Concentration of Credit Risk

Concentrations of credit risks arise when a number of operators, tenants or obligors related to our investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to us, to be similarly affected by changes in economic conditions. We regularly monitor our portfolio to assess potential concentrations of risks.

Management believes our current portfolio is reasonably diversified across healthcare related real estate and geographical location and does not contain any other significant concentration of credit risks. Our portfolio of ~~178~~182 real estate properties held for investment as of March 31, ~~2016~~2017 is diversified by location across the United States and Canada.

~~As of~~ ~~March 31, 2016~~, our three largest tenants, Genesis, Holiday and NMS Healthcare, represented 33.9%, 16.7% and 10.4%, respectively, of our annualized revenues. Other than these three tenants, none of the Company’s tenants individually represented 10% or more of the Company’s annualized revenuesThe following table provides information regarding significant tenant relationships as of March 31, ~~2016. The obligations under all three master leases are guaranteed by their respective parent entities.~~2017 (dollars in thousands):



		Three Months Ended March 31, 2017
	Number of Investments	Rental Revenue		% of Total Revenue

Genesis Healthcare, Inc.	78	$	19,955	31.9	%
Holiday AL Holdings, LP	21	9,813		15.7
NMS Healthcare	5	7,505		12.0

Skilled Nursing Facility Reimbursement Rates

~~As of March 31, 2016, 59.2%~~A portion of our ~~annualized revenues was~~revenue is derived directly or indirectly from skilled nursing/transitional care facilities. Medicare reimburses skilled nursing facilities for Medicare Part A services under the Prospective Payment System (“PPS”), as implemented pursuant to the Balanced Budget Act of 1997 and modified pursuant to subsequent laws, most recently the Patient Protection and Affordable Care Act of ~~2010 (the “Affordable Care Act”).~~2010. PPS regulations predetermine a payment amount per patient, per day, based on a market basket index calculated for all covered costs. The amount to be paid is determined by classifying each patient into one of 66 Resource Utilization Group (“RUG”) categories that represent the level of services required to treat different conditions and levels of acuity.

The current system of 66 RUG categories, or Resource Utilization Group version IV (“RUG IV”), became effective as of October 1, 2010. RUG IV resulted from research performed by the Centers for Medicare & Medicaid Services (“CMS”) and was part of CMS's continuing effort to increase the correlation of the cost of services to the condition of individual patients.

On April 27, 2017, CMS issued a proposed rule updating Medicare payments to SNFs under the prospective payment system (PPS) for federal fiscal year 2018, which CMS estimates would increase payments to SNFs by an aggregate of 1.0% compared to federal fiscal year 2017. Additionally, in the proposed rule, CMS proposed to revise and rebase the market basket index for federal fiscal year 2018 and subsequent federal fiscal years by updating the base year from 2010 to 2014, and by adding a new cost category for Installation, Maintenance, and Repair Services. CMS also proposed additional polices, measures and data reporting requirements for the Skilled Nursing Facility Quality Reporting Program, as well as requirements for the Skilled Nursing Facility Value-Based Purchasing Program, including an exchange function to translate SNF performance scores calculated using the program’s scoring methodology into certain incentive payments.

On July ~~31, 2015,~~29, 2016, CMS released final fiscal year ~~2016~~2017 Medicare rates for skilled nursing facilities providing a net increase of ~~1.2% over fiscal year 2015 payments (comprised of a market basket increase of 2.3% less 0.6% for a forecast error adjustment and less the productivity adjustment of 0.5%).~~

~~On April 21, 2016, CMS released projections for fiscal year 2017 Medicare rates for skilled nursing facilities of a net increase of 2.1%~~2.4% over fiscal year 2016 payments (comprised of a market basket increase of ~~2.6%~~2.7% less the productivity adjustment of ~~0.5%~~0.3%). The new payment rates became effective on October 1, 2016.

On November 16, 2015, CMS finalized the Comprehensive Care for Joint Replacement ~~(“CJR”)~~ model, which began April 1, 2016, which will hold hospitals accountable for the quality of care they deliver to Medicare fee-for-service beneficiaries for hip and knee replacements and/or other major leg procedures from surgery through recovery. Through this payment model, hospitals in 67 geographic areas will receive additional payments if quality and spending performance are strong or, if not, potentially have to repay Medicare for a portion of the spending for care surrounding a lower extremity joint replacement (LEJR) procedure. As a result, Medicare revenues derived at skilled nursing facilities related to lower extremity joint replacement hospital discharges could be positively or negatively impacted in those geographic areas identified by CMS for mandatory participation in the bundled payment program.

Obligations and Commitments

The following table summarizes our contractual obligations and commitments in future years, including our Senior Notes, our Revolving Credit Facility, ~~term loans~~our Term Loans and our mortgage indebtedness to third parties on certain of our properties. The following table is presented as of March 31, ~~2016~~2017 (in thousands):


			April 1 Through				Year Ending December 31,										April 1 Through				Year Ending December 31,
	Total		December 31, 2016		2017		2018		2019		2020		After 2020		Total		December 31, 2017		2018		2019		2020		2021		After 2021
Mortgage indebtedness ⁽¹⁾	$	275,655	$	7,870	$	10,493	$	10,493	$	10,493	$	10,493	$	225,813	$	243,899	$	7,280	$	9,707	$	9,707	$	9,707	$	24,523	$	182,975
Revolving Credit Facility ⁽³⁾⁽²⁾	223,079		4,983		6,614		6,614		6,614		198,254		—		22,536		1,494		1,983		1,983		17,076		—		—
Term loans	392,095		7,968		10,576		10,576		10,576		10,606		341,793
Term Loans ⁽³⁾															377,702		7,729		10,259		10,259		10,287		339,168		—
Senior Notes ⁽⁴⁾	918,125		24,500		38,250		38,250		38,250		38,250		740,625		879,875		24,500		38,250		38,250		38,250		524,500		216,125
Contingent consideration	2,700		—		2,700				—		—		—
Operating lease	1,405		138		191		200		209		667		—		1,220		144		200		209		219		229		219
Total	$	1,813,059	$	45,459	$	68,824	$	66,133	$	66,142	$	258,270	$	1,308,231	$	1,525,232	$	41,147	$	60,399	$	60,408	$	75,539	$	888,420	$	399,319


⁽¹⁾	Mortgage indebtedness includes principal payments and interest payments through the maturity dates. Total interest on mortgage indebtedness, based on contractual rates, is ~~$97.6~~$81.1 million.


⁽²⁾	Revolving Credit Facility includes payments related to the unused facility fee due to the lenders based on the amount of unused borrowings under the Revolving Credit ~~Facility.~~Facility and also includes interest payments through the maturity date (assuming no exercise of its two six-month extension options).


⁽³⁾	~~Revolving Credit Facility is subject to two six-month extension options.~~Term loan includes interest payments through the maturity date.


⁽⁴⁾	Senior Notes includes interest payments through the maturity dates. Total interest on the Senior Notes is ~~$218.1~~$179.9 million.

In addition to the above, as of March 31, ~~2016,~~2017, we have committed to provide up to ~~$11.1~~$2.0 million of future funding related to ~~two preferred equity investments and~~ one ~~investment in loans receivable.~~loan receivable investment. The loan receivable investment ~~in loans receivable~~ has a maturity date in March 2021.

Off-Balance Sheet Arrangements

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, primarily related to adverse changes in interest rates and the exchange rate for Canadian dollars. We use derivative instruments in the normal course of business to mitigate interest rate and foreign currency risk. We do not use derivative financial instruments for speculative or trading purposes. See Note 7, “Derivative and Hedging Instruments,” to the Condensed Consolidated Financial Statements for further discussion on our derivative instruments.

Interest rate risk. As of March 31, ~~2016,~~2017, our indebtedness included $700.0 million aggregate principal amount of Senior Notes outstanding, ~~$178.0~~$162.8 million of mortgage indebtedness to third parties on certain of the properties that our subsidiaries own, ~~$341.4~~$338.8 million in ~~term loans~~Term Loans and ~~$198.0~~$17.0 million outstanding under the Revolving Credit Facility. As of March 31, ~~2016,~~2017, we had ~~$539.4~~$355.8 million of outstanding variable rate indebtedness. In addition, as of March 31, ~~2016,~~2017, we had ~~$302.0~~$483.0 million available for borrowing under our Revolving Credit Facility.

We expect to manage our exposure to interest rate risk by maintaining a mix of fixed and variable rates for our indebtedness. We also may manage, or hedge, interest rate risks related to our borrowings through interest rate ~~cap or~~ swap agreements. As of March 31, ~~2016,~~2017, we had two interest rate ~~derivative instruments: a 2.0%~~swaps that fix the LIBOR portion of the interest rate ~~cap on $200.0~~for the LIBOR-based borrowings under the $245.0 million ~~of LIBOR–based borrowings~~U.S. dollar term loan at 0.90% and antwo interest rate ~~swap~~swaps that ~~fixes~~fix the CDOR portion of the interest rate for CAD $90.0 million and CAD $35.0 million of CDOR-based borrowings at 1.59%. and 0.93%, respectively.

From time to time, we may borrow under the Revolving Credit Facility to finance future investments in properties, including any improvements or renovations of current or newly acquired properties, or for other purposes. Because borrowings under the Revolving Credit Facility bear interest on the outstanding principal amount at a rate equal to an applicable percentage plus, at our option, either (a) LIBOR or (b) a base rate determined as the greater of (i) the federal funds rate plus 0.5%, (ii) the prime rate, and (iii) one-month LIBOR plus 1.0%, the interest rate we will be required to pay on any such borrowings will depend on then applicable rates and may vary. An increase in interest rates could make the financing of any investment by us ~~costlier.~~more costly. Rising interest rates could also limit our ability to refinance our debt when it matures or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness.

Assuming a 100 basis point increase in the interest rate related to our variable rate debt and after giving effect to the impact of interest rate swap ~~and cap~~ derivative instruments, ~~and assuming no other changes in the outstanding balance as of March 31, 2016,~~ interest expense would increase by ~~$4.4~~$0.2 million for the twelve months following March 31, ~~2016.~~2017. As of March 31, ~~2016,~~2017, the index underlying our variable rate ~~mortgages~~debt was below 100 basis points and if this index was reduced to zero during the twelve months following March 31, ~~2016,~~2017, interest expense on our variable rate debt would decrease by ~~$1.9~~$0.2 million.

Foreign currency risk. We are exposed to changes in foreign exchange rates as a result of our investments in Canadian real estate. Our foreign currency exposure is partially mitigated through the use of Canadian dollar denominated debt totaling CAD ~~$148.7~~$148.1 million and cross currency swap instruments. Based on our operating results for the three months ended March 31, ~~2016,~~2017, if the value of the Canadian dollar relative to the U.S. dollar were to increase or decrease by 10% compared to the average exchange rate during the three months ended March 31, ~~2016,~~2017, our cash flows would have decreased or increased, as applicable, by $0.1 million.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this report, management, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon, and as of the date of, the evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of March 31, ~~2016~~2017 to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, ~~2016~~2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None of the Company or any of its subsidiaries is a party to, and none of their respective property is the subject of, any material legal proceeding, although we are from time to time party to legal proceedings that arise in the ordinary course of our business.

ITEM 1A. RISK FACTORS

~~There~~Other than the addition of the risk factors below, there have been no material changes in our assessment of our risk factors from those set forth in our ~~2015~~2016 Annual Report on Form 10-K.

The Merger may not be completed on the terms or timeline currently contemplated, or at all.

On May 7, 2017, we and the Operating Partnership entered into a Merger Agreement with CCP, CCPLP and Merger Sub pursuant to which, subject to the satisfaction or waiver of certain conditions, CCP will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation. The combined company will retain the Sabra name. Pursuant to the terms of the Merger Agreement, each share of CCP common stock issued and outstanding immediately prior to the Effective Time of the Merger will be converted into the right to receive 1.123 shares of Sabra common stock. The proposed Merger has been unanimously approved by our board of directors and the board of directors of CCP, and we expect to complete the transaction during the third calendar quarter of 2017, subject to satisfaction of closing conditions. These closing conditions include: (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of CCP common stock entitled to vote at a special meeting of the CCP stockholders held for that purpose, (ii) the approval of the issuance of Company common stock in connection with the Merger by a majority of the votes cast by the holders of Company common stock at a special meeting of the Company stockholders held for that purpose, (iii) the shares of Company common stock to be issued in connection with the Merger will have been approved for listing on the NASDAQ Global Select Market, subject to official notice of issuance, (iv) the effectiveness of the registration statement on Form S-4 to be filed by the Company for purposes of registering the issuance of shares of Company common stock issuable in connection with the Merger, (v) the Company and CCP each having received certain tax opinions and (vi) the absence of any order or injunction preventing the consummation of the Merger or any material law rendering the consummation of the Merger illegal. Neither we nor CCP can provide assurances that the Merger will be consummated on the terms or timeline currently contemplated, or at all.

The Exchange Ratio is fixed and will not be adjusted in the event of any change in either our or CCP’s stock prices.

The Exchange Ratio is fixed in the Merger Agreement and will not be adjusted for changes in the market price of either Sabra common stock or CCP common stock. Stock price changes may result from a variety of factors (many of which are beyond our control), including the following factors:

changes in the respective businesses, operations, assets, liabilities and prospects of Sabra and CCP;

changes in market assessments of the business, operations, financial position and prospects of either company or the combined company;

market assessments of the likelihood that the Merger will be completed;

interest rates, general market and economic conditions and other factors generally affecting the price of Sabra common stock or CCP common stock;

federal, state and local legislation, governmental regulation and legal developments in the businesses in which we and CCP operate; and

other factors beyond the control of Sabra, including those described under the heading “Risk Factors” in this Quarterly Report on Form 10-Q and in our 2016 Annual Report on Form 10-K.

The price of Sabra common stock at the closing of the Merger may vary from the price on the date the Merger Agreement was executed and thereafter. As a result, the market value of the merger consideration we are paying as represented by the Exchange Ratio will also vary.

Our stockholders will be diluted by the Merger.

The Merger will dilute the ownership position of our stockholders. Upon completion of the Merger, our legacy stockholders will own approximately 41% of the issued and outstanding shares of Sabra common stock, and legacy CCP stockholders will own approximately 59% of the issued and outstanding shares of Sabra common stock. Consequently, our

stockholders will have less influence over our management and policies after the Effective Time of the Merger than they currently exercise over our management and policies.

Failure to complete the Merger could adversely affect our stock price and our future business and financial results.

If the Merger is not completed, our ongoing businesses may be adversely affected and we will be subject to numerous risks associated with the failure to complete the Merger, including the following:

Sabra having to pay substantial costs relating to the proposed Merger, such as legal, accounting, financial advisor, filing, printing and mailing fees and integration preparation costs that have already been incurred or will continue to be incurred until the closing of the Merger;

the management of Sabra focusing on the Merger instead of on pursuing other opportunities that could be beneficial to Sabra without realizing any of the benefits of having the Merger completed; and

reputational harm due to the adverse perception of any failure to successfully complete the Merger.

If the Merger is not completed, we cannot assure our stockholders that these risks will not materialize or will not materially affect the business, financial results and our stock price.

The pendency of the Merger could adversely affect our business and operations.

In connection with the pending Merger, some of our tenants or current or potential business partners may delay or defer decisions, which could adversely affect our revenues, earnings, funds from operations, cash flows and expenses, regardless of whether the Merger is completed. In addition, due to interim operating covenants in the Merger Agreement, we may be unable (without CCP’s prior written consent), during the pendency of the Merger, to pursue strategic investments, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial.

If the proposed Merger closes, we will face various additional risks.

If the proposed Merger closes, the combined company will face various additional risks, including, among others, the following:

the combined company expects to incur substantial expenses related to the Merger;

following the Merger, the combined company may be unable to integrate the businesses of our company and CCP successfully and realize the anticipated synergies and other benefits of the Merger or do so within the anticipated timeframe;

following the Merger, the combined company may be unable to implement its future plans;

following the Merger, the combined company may be unable to retain key employees; and

the future results of the combined company will suffer if the combined company does not effectively manage its expanded operations following the Merger.

Any of these risks could adversely affect the business and financial results of the combined company.

ITEM 6. EXHIBITS



Ex.		Description

2.1		Purchase Agreement, dated September 25, 2014, between Sabra Health Care REIT, Inc. and certain affiliates of Holiday Acquisition Holdings LLC (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Sabra Health Care REIT, Inc. on September 29, 2014).†

~~2.2~~		Purchase and Sale Agreement and Joint Escrow Instructions, dated June 22, 2015, between Van Buren Street LLC, Randolph Road, LLC and St. Thomas More, LLC and Sabra Health Care Northeast, LLC (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Sabra Health Care REIT, Inc. on June 24, 2015).†

~~2.3~~2.2		Purchase Agreement, dated June 26, 2015, between Sabra Hagerstown, LLC and Marsh Pike, LLC (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K/A filed by Sabra Health Care REIT, Inc. on February 26, 2016).†

2.3		Agreement and Plan of Merger, dated as of May 7, 2017, by and among Sabra Health Care REIT, Inc., PR Sub, LLC, Sabra Health Care Limited Partnership, Care Capital Properties, Inc. and Care Capital Properties, LP. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Sabra Health Care REIT, Inc. on May 8, 2017). †



3.1		Articles of Amendment and Restatement of Sabra Health Care REIT, Inc., dated October 20, 2010, filed with the State Department of Assessments and Taxation of the State of Maryland on October 21, 2010 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Sabra Health Care REIT, Inc. on October 26, 2010).

3.1.1		Articles Supplementary designating Sabra Health Care REIT, Inc.'s 7.125% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Sabra Health Care REIT, Inc. on March 21, 2013).

3.2		Amended and Restated Bylaws of Sabra Health Care REIT, Inc. (incorporated by reference to Exhibit ~~3.2~~3.1 of the Current Report on Form 8-K filed by Sabra Health Care REIT, Inc. on ~~October 26, 2010)~~May 7, 2017).

~~10.1~~4.1*		~~Third Amended and Restated Credit Agreement,~~Seventh Supplemental Indenture, dated ~~January 14, 2016,~~March 29, 2017, among Sabra Health Care Limited Partnership, ~~and~~ Sabra ~~Canadian Holdings, LLC, as Borrowers;~~Capital Corporation, Sabra Health Care REIT, Inc., ~~as REIT Guarantor;~~ the other guarantors party thereto; the lenders party thereto; Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer; Citizens Bank, National Association and Credit Agricole Corporate and Investment Bank, as Co-Syndication Agents; BMO Harris Bank, N.A., Barclays Bank, PLC, Compass Bank, Citibank, N.A., J.P. Morgan Chase Bank, N.A., Suntrust Banknamed therein, and Wells Fargo Bank, ~~N.A., as Co-Documentation Agents; and Merrill Lynch, Pierce, Fenner & Smith, as Joint Lead Arranger and Sole Book Runner; and Citizens Bank,~~ National Association, as Trustee.

10.1*		Form of Amendment to Master Lease, dated April 1, 2017, by and ~~Credit Agricole Corporate~~among subsidiaries of Sabra Health Care REIT, Inc., subsidiaries of Genesis Healthcare, Inc. and ~~Investment Bank,~~Genesis Healthcare, Inc.

10.2*		Amended and Restated Memorandum of Understanding (Buy-Out Facilities), dated February 22, 2017.

10.3*		Amended and Restated Memorandum of Understanding (Sale Facilities), dated February 22, 2017.

10.4*		Amended and Restated Agreement Regarding Disposition of Assets and Lease Amendments, dated February 22, 2017.

10.5*		Memorandum of Understanding, dated as ~~Joint Lead Arrangers~~of May 1, 2017, by and between Sabra Health Care REIT, Inc. and Genesis Healthcare, Inc.

10.6*		Form of Amended and Restated Guaranty of Lease, dated May 4, 2017, by Genesis Healthcare, Inc. in favor of Landlord

10.7*		Form of Amendment to Lease, dated May 4, 2017, by and among Landlord, Tenant and Genesis Healthcare, Inc.

10.8		Commitment Letter, dated as of May 7, 2017, by and among Sabra Health Care REIT, Inc., UBSAG, Stamford Branch and UBS Securities, LLC. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Sabra Health Care REIT, Inc. on ~~January 19, 2016)~~May 8, 2017).

10.2*		Form of Amended and Restated Guaranty of Lease, dated March 10, 2016, by Genesis Healthcare, Inc. and FC-Gen Operations Investment, LLC in favor of subsidiaries of Sabra Health Care REIT, Inc., as landlords under the Lease Agreements, dated December 1, 2012, as amended.

12.1*		Statement Re: Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends.

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document.

101.SCH*		XBRL Taxonomy Extension Schema Document.

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.



*	Filed herewith.
**	Furnished herewith.



†	Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrants hereby agree to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	SABRA HEALTH CARE REIT, INC.

Date: May ~~3, 2016~~8, 2017	By:	/S/ RICHARD K. MATROS
		Richard K. Matros
		Chairman, President and
		Chief Executive Officer
		(Principal Executive Officer)

Date: May ~~3, 2016~~8, 2017	By:	/S/ HAROLD W. ANDREWS, JR.
		Harold W. Andrews, Jr.
		Executive Vice President,
		Chief Financial Officer and Secretary
		(Principal Financial and Accounting Officer)

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