UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended ~~June 30, 2019~~March 31, 2020



☐	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)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $.01 par value	SBRA	The Nasdaq Stock Market LLC

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

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. ☐

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

As of ~~August 1, 2019,~~April 29, 2020, there were ~~189,515,024~~205,559,356 shares of the registrant’s $0.01 par value Common Stock outstanding.

SABRA HEALTH CARE REIT, INC. AND SUBSIDIARIES

Index

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, tenants, the expected amounts and timing of dividends and other distributions, projected expenses and capital expenditures, competitive position, growth opportunities, potential investments, potential dispositions, 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:

the ongoing COVID-19 pandemic and measures intended to prevent its spread, including the impact on our tenants, operators and Senior Housing - Managed communities (as defined below);

our dependence on the operating success of our tenants;

the potential variability of our reported rental and related revenues following the adoption of Topic 842 (as defined below) on January 1, 2019;

operational risks with respect to our Senior Housing - Managed ~~communities (as defined below);~~communities;

the effect of our tenants declaring bankruptcy or becoming insolvent;

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

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

the possibility that Sabra may not acquire the remaining majority interest in the Enlivant Joint Venture (as defined below);

risks associated with our investments in joint ventures;

changes in healthcare regulation and political or economic conditions;

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

competitive conditions in our industry;

our concentration in the healthcare property sector, particularly in skilled nursing/transitional care facilities and senior housing communities, which makes our profitability more vulnerable to a downturn in a specific sector than if we were investing in multiple industries;

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;

the potential phasing out of the London Interbank Offered Rate (“LIBOR”) benchmark after 2021;

our ability to raise capital through equity and debt financings;

changes in foreign currency exchange rates;

the relatively illiquid nature of real estate investments;

the loss of key management personnel;

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

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

our ability to maintain our status as a real estate investment trust (“REIT”); under the federal tax laws;

changes in tax laws and regulations affecting REITs (including the potential effects of the Tax Cuts and Jobs Act);

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

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

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, ~~2018~~2019 (our ~~“2018~~“2019 Annual Report on Form 10-K”) and in Part II, Item 1A, “Risk Factors” of ~~our Quarterly Report on Form~~this 10-Q, ~~for the quarter ended March 31, 2019,~~ 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)


	June 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
	(unaudited)						(unaudited)
Assets
Real estate investments, net of accumulated depreciation of $464,970 and $402,338 as of June 30, 2019 and December 31, 2018, respectively	$	5,378,874		$	5,853,545
Real estate investments, net of accumulated depreciation of $569,752 and $539,213 as of March 31, 2020 and December 31, 2019, respectively							$	5,363,168		$	5,341,370
Loans receivable and other investments, net	111,203			113,722			88,370			107,374
Investment in unconsolidated joint venture	328,207			340,120			311,753			319,460
Cash and cash equivalents	47,595			50,230			54,051			39,097
Restricted cash	9,879			9,428			8,375			10,046
Lease intangible assets, net	108,877			131,097			96,758			101,509
Accounts receivable, prepaid expenses and other assets, net	138,544			167,161			169,829			150,443
Total assets	$	6,123,179		$	6,665,303		$	6,092,304		$	6,069,299

Liabilities
Secured debt, net	$	114,675		$	115,679		$	97,066		$	113,070
Revolving credit facility	275,000			624,000			101,000			—
Term loans, net	1,189,774			1,184,930			1,033,110			1,040,258
Senior unsecured notes, net	1,106,518			1,307,394			1,248,170			1,248,773
Accounts payable and accrued liabilities	100,635			94,827			150,926			108,792
Lease intangible liabilities, net	76,201			83,726			66,819			69,946
Total liabilities	2,862,803			3,410,556			2,697,091			2,580,839

Commitments and contingencies (Note 13)

Equity
Common stock, $.01 par value; 250,000,000 shares authorized, 189,515,024 and 178,306,528 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively	1,895			1,783
Preferred stock, $.01 par value; 10,000,000 shares authorized, zero shares issued and outstanding as of March 31, 2020 and December 31, 2019							—			—
Common stock, $.01 par value; 250,000,000 shares authorized, 205,559,356 and 205,208,018 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively							2,056			2,052
Additional paid-in capital	3,725,971			3,507,925			4,075,781			4,072,079
Cumulative distributions in excess of net income	(460,832		)	(271,595		)	(631,251		)	(573,283		)
Accumulated other comprehensive (loss) income	(10,936		)	12,301
Total Sabra Health Care REIT, Inc. stockholders’ equity	3,256,098			3,250,414
Noncontrolling interests	4,278			4,333
Accumulated other comprehensive loss							(51,373		)	(12,388		)
Total equity	3,260,376			3,254,747			3,395,213			3,488,460
Total liabilities and equity	$	6,123,179		$	6,665,303		$	6,092,304		$	6,069,299

See accompanying notes to condensed consolidated financial statements.

SABRA HEALTH CARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(dollars in thousands, except per share data)

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Revenues:
Rental and related revenues	$	112,800		$	144,229		$	229,187		$	288,484		$	106,512		$	116,387
Interest and other income	70,495			4,553			73,820			8,891			2,851			3,325
Resident fees and services	36,071			17,530			53,132			35,023			39,983			17,061

Total revenues	219,366			166,312			356,139			332,398			149,346			136,773

Expenses:
Depreciation and amortization	49,476			46,828			94,425			94,833			44,168			44,949
Interest	33,608			36,757			69,926			72,575			25,704			36,318
Triple-net portfolio operating expenses	6,240			—			11,529			—			4,901			5,289
Senior housing - managed portfolio operating expenses	24,239			12,299			36,279			24,423			27,261			12,040
General and administrative	8,059			9,383			16,243			17,580			8,761			8,184
Provision for (recovery of) doubtful accounts, straight-line rental income and loan losses	193			(674		)	1,400			539
Provision for loan losses and other reserves													667			1,207
Impairment of real estate	2,002			881			105,136			1,413			—			103,134

Total expenses	123,817			105,474			334,938			211,363			111,462			211,121

Other (expense) income:
Loss on extinguishment of debt	(10,119		)	—			(10,119		)	—
Other (expense) income	(1		)	—			170			2,820
Net gain on sales of real estate	2,755			142,903			1,235			142,431
Other income (expense):
Other income													2,259			171
Net loss on sales of real estate													(217		)	(1,520		)

Total other (expense) income	(7,365		)	142,903			(8,714		)	145,251
Total other income (expense)													2,042			(1,349		)

Income before loss from unconsolidated joint venture and income tax expense	88,184			203,741			12,487			266,286
Income (loss) before loss from unconsolidated joint venture and income tax expense													39,926			(75,697		)

Loss from unconsolidated joint venture	(3,647		)	(2,347		)	(5,030		)	(1,901		)	(3,667		)	(1,383		)
Income tax expense	(854		)	(605		)	(1,466		)	(1,115		)	(1,042		)	(612		)

Net income	83,683			200,789			5,991			263,270
Net income (loss)													35,217			(77,692		)

Net income attributable to noncontrolling interests	(6		)	(2		)	(18		)	(12		)
Net income attributable to noncontrolling interest													—			(12		)

Net income attributable to Sabra Health Care REIT, Inc.	83,677			200,787			5,973			263,258
Net income (loss) attributable to common stockholders													$	35,217		$	(77,704	)

Preferred stock dividends	—			(7,207		)	—			(9,768		)

Net income attributable to common stockholders	$	83,677		$	193,580		$	5,973		$	253,490

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

Basic common share	$	0.46		$	1.09		$	0.03		$	1.42		$	0.17		$	(0.44	)

Diluted common share	$	0.46		$	1.08		$	0.03		$	1.42		$	0.17		$	(0.44	)

Weighted-average number of common shares outstanding, basic	181,567,464			178,314,750			179,984,959			178,304,733			205,395,330			178,385,984

Weighted-average number of common shares outstanding, diluted	182,254,100			178,684,024			180,637,059			178,600,789			206,006,285			178,385,984

See accompanying notes to condensed consolidated financial statements.

SABRA HEALTH CARE REIT, INC.

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

(in thousands)

(unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 2018

Net income $ 83,683
$ 200,789
$ 5,991
$ 263,270
Other comprehensive income (loss):
Unrealized gain (loss), net of tax:
Foreign currency translation gain (loss) 567
261
7
(113 )
Unrealized (loss) gain on cash flow hedges (9,756 ) 3,338
(23,244 ) 13,236

Total other comprehensive (loss) income (9,189 ) 3,599
(23,237 ) 13,123

Comprehensive income (loss) 74,494
204,388
(17,246 ) 276,393

Comprehensive income attributable to noncontrolling interests (6 ) (2 ) (18 ) (12 )

Comprehensive income (loss) attributable to Sabra Health Care REIT, Inc. $ 74,488
$ 204,386
$ (17,264 ) $ 276,381



	Three Months Ended March 31,
	2020			2019

Net income (loss)	$	35,217		$	(77,692	)
Other comprehensive income (loss):
Unrealized gain (loss), net of tax:
Foreign currency translation gain (loss)	1,707			(560		)
Unrealized loss on cash flow hedges	(40,692		)	(13,488		)

Total other comprehensive loss	(38,985		)	(14,048		)

Comprehensive loss	(3,768		)	(91,740		)

Comprehensive income attributable to noncontrolling interest	—			(12		)

Comprehensive loss attributable to Sabra Health Care REIT, Inc.	$	(3,768	)	$	(91,752	)

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)


	Three Months Ended June 30, 2018																															Three Months Ended March 31, 2019
	Preferred Stock					Common Stock			Additional Paid-in Capital				Cumulative Distributions in Excess of Net Income			Accumulated Other Comprehensive Income (Loss)				Total Stockholders’ Equity				Noncontrolling Interests				Total Equity				Common Stock			Additional Paid-in Capital			Cumulative Distributions in Excess of Net Income			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Noncontrolling Interest			Total Equity
	Shares		Amounts			Shares	Amounts									Accumulated Other Comprehensive Income (Loss)			Shares					Noncontrolling Interests			Amounts								Additional Paid-in Capital			Cumulative Distributions in Excess of Net Income			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Noncontrolling Interest			Total Equity
Balance, March 31, 2018	5,750,000		$	58		178,282,370	$	1,783	Additional Paid-in Capital			$	Cumulative Distributions in Excess of Net Income	3,638,109		$	(238,612	)		Total Stockholders’ Equity	$	20,813			$	3,422,151		Total Equity			$	4,415	$	3,426,566
Net income	—		—			—	—		—				200,787			—				200,787				2				200,789
Other comprehensive income	—		—			—	—		—				—			3,599				3,599				—				3,599
Distributions to noncontrolling interests	—		—			—	—		—				—			—				—				(35		)		(35		)
Balance, December 31, 2018																																178,306,528	$	1,783	$	3,507,925		$	(271,595	)	$	12,301		$	3,250,414		$	4,333		$	3,254,747
Cumulative effect of Topic 842 adoption																																—	—		—			(32,502		)	—			(32,502		)	—			(32,502		)
Net (loss) income																																—	—		—			(77,704		)	—			(77,704		)	12			(77,692		)
Other comprehensive loss																																—	—		—			—			(14,048		)	(14,048		)	—			(14,048		)
Distributions to noncontrolling interest																																—	—		—			—			—			—			(36		)	(36		)
Amortization of stock-based compensation	—		—			—	—		3,036				—			—				3,036				—				3,036				—	—		3,270			—			—			3,270			—			3,270
Preferred stock redemption	(5,750,000	)	(58		)	—	—		(138,191		)		(5,501		)	—				(143,750		)		—				(143,750		)
Common stock issuance, net	—		—			1,220	—		—				—			—				—				—				—				113,071	1		(2,208		)	—			—			(2,207		)	—			(2,207		)
Preferred dividends	—		—			—	—		—				(1,706		)	—				(1,706		)		—				(1,706		)
Common dividends ($0.45 per share)	—		—			—	—		—				(80,574		)	—				(80,574		)		—				(80,574		)		—	—		—			(80,754		)	—			(80,754		)	—			(80,754		)
Balance, June 30, 2018	—		$	—		178,283,590	$	1,783	$	3,502,954			$	(125,606	)	$	24,412			$	3,403,543			$	4,382			$	3,407,925
Balance, March 31, 2019																																178,419,599	$	1,784	$	3,508,987		$	(462,555	)	$	(1,747	)	$	3,046,469		$	4,309		$	3,050,778


	Three Months Ended June 30, 2019																															Three Months Ended March 31, 2020
	Preferred Stock					Common Stock			Additional Paid-in Capital				Cumulative Distributions in Excess of Net Income			Accumulated Other Comprehensive Income (Loss)				Total Stockholders’ Equity				Noncontrolling Interests				Total Equity				Common Stock			Additional Paid-in Capital			Cumulative Distributions in Excess of Net Income			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Noncontrolling Interest			Total Equity
	Shares		Amounts			Shares	Amounts									Accumulated Other Comprehensive Income (Loss)			Shares					Noncontrolling Interests			Amounts								Additional Paid-in Capital			Cumulative Distributions in Excess of Net Income			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Noncontrolling Interest			Total Equity
Balance, March 31, 2019	—		$	—		178,419,599	$	1,784	Additional Paid-in Capital			$	Cumulative Distributions in Excess of Net Income	3,508,987		$	(462,555	)		Total Stockholders’ Equity	$	(1,747	)		$	3,046,469		Total Equity			$	4,309	$	3,050,778
Balance, December 31, 2019																																205,208,018	$	2,052	$	4,072,079		$	(573,283	)	$	(12,388	)	$	3,488,460		$	—		$	3,488,460
Cumulative effect of Topic 326 adoption																																—	—		—			(167		)	—			(167		)	—			(167		)
Net income	—		—			—	—		—				83,677			—				83,677				6				83,683				—	—		—			35,217			—			35,217			—			35,217
Other comprehensive loss	—		—			—	—		—				—			(9,189		)		(9,189		)		—				(9,189		)		—	—		—			—			(38,985		)	(38,985		)	—			(38,985		)
Distributions to noncontrolling interests	—		—			—	—		—				—			—				—				(37		)		(37		)
Amortization of stock-based compensation	—		—			—	—		3,274				—			—				3,274				—				3,274				—	—		2,988			—			—			2,988			—			2,988
Common stock issuance, net	—		—			11,095,425	111		213,710				—			—				213,821				—				213,821				351,338	4		714			—			—			718			—			718
Common dividends ($0.45 per share)	—		—			—	—		—				(81,954		)	—				(81,954		)		—				(81,954		)		—	—		—			(93,018		)	—			(93,018		)	—			(93,018		)
Balance, June 30, 2019	—		$	—		189,515,024	$	1,895	$	3,725,971			$	(460,832	)	$	(10,936	)		$	3,256,098			$	4,278			$	3,260,376
Balance, March 31, 2020																																205,559,356	$	2,056	$	4,075,781		$	(631,251	)	$	(51,373	)	$	3,395,213		$	—		$	3,395,213

See accompanying notes to condensed consolidated financial statements.

~~SABRA HEALTH CARE REIT, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (CONTINUED)~~

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

~~(unaudited)~~

Six Months Ended June 30, 2018
Preferred Stock Common Stock Additional
Paid-in Capital Cumulative Distributions in Excess of Net Income Accumulated Other Comprehensive Income (Loss) Total
Stockholders’
Equity Noncontrolling Interests Total Equity
Shares Amounts Shares Amounts
Balance, December 31, 2017 5,750,000
$ 58
178,255,843
$ 1,783
$ 3,636,913
$ (217,236 ) $ 11,289
$ 3,432,807
$ 4,442
$ 3,437,249
Cumulative effect of ASU 2017-12 adoption —
—
—
—
—
(795 ) 795
—
—
—
Net income —
—
—
—
—
263,258
—
263,258
12
263,270
Other comprehensive income —
—
—
—
—
—
12,328
12,328
—
12,328
Distributions to noncontrolling interests —
—
—
—
—
—
—
—
(72 ) (72 )
Amortization of stock-based compensation —
—
—
—
4,434
—
—
4,434
—
4,434
Preferred stock redemption (5,750,000 ) (58 ) —
—
(138,191 ) (5,501 ) —
(143,750 ) —
(143,750 )
Common stock issuance, net —
—
27,747
—
(202 ) —
—
(202 ) —
(202 )
Preferred dividends —
—
—
—
—
(4,267 ) —
(4,267 ) —
(4,267 )
Common dividends ($0.90 per share) —
—
—
—
—
(161,065 ) —
(161,065 ) —
(161,065 )
Balance, June 30, 2018 —
$ —
178,283,590
$ 1,783
$ 3,502,954
$ (125,606 ) $ 24,412
$ 3,403,543
$ 4,382
$ 3,407,925

Six Months Ended June 30, 2019
Preferred Stock Common Stock Additional
Paid-in Capital Cumulative Distributions in Excess of Net Income Accumulated Other Comprehensive Income (Loss) Total
Stockholders’
Equity Noncontrolling Interests Total Equity
Shares Amounts Shares Amounts
Balance, December 31, 2018 —
$ —
178,306,528
$ 1,783
$ 3,507,925
$ (271,595 ) $ 12,301
$ 3,250,414
$ 4,333
$ 3,254,747
Cumulative effect of Topic 842 adoption —
—
—
—
—
(32,502 ) —
(32,502 ) —
(32,502 )
Net income —
—
—
—
—
5,973
—
5,973
18
5,991
Other comprehensive loss —
—
—
—
—
—
(23,237 ) (23,237 ) —
(23,237 )
Distributions to noncontrolling interests —
—
—
—
—
—
—
—
(73 ) (73 )
Amortization of stock-based compensation —
—
—
—
6,544
—
—
6,544
—
6,544
Common stock issuance, net —
—
11,208,496
112
211,502
—
—
211,614
—
211,614
Common dividends ($0.90 per share) —
—
—
—
—
(162,708 ) —
(162,708 ) —
(162,708 )
Balance, June 30, 2019 —
$ —
189,515,024
$ 1,895
$ 3,725,971
$ (460,832 ) $ (10,936 ) $ 3,256,098
$ 4,278
$ 3,260,376

~~See accompanying notes to condensed consolidated financial statements.~~

SABRA HEALTH CARE REIT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended June 30,						Three Months Ended March 31,
	2019			2018			2020			2019
Cash flows from operating activities:
Net income	$	5,991		$	263,270
Adjustments to reconcile net income to net cash provided by operating activities:
Net income (loss)							$	35,217		$	(77,692	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	94,425			94,833			44,168			44,949
Amortization of above and below market lease intangibles, net	2,703			(1,368		)
Non-cash interest income adjustments	(1,125		)	(1,174		)
Non-cash rental and related revenues							(365		)	(1,164		)
Non-cash interest income							(561		)	(562		)
Non-cash interest expense	5,323			4,997			2,233			2,561
Stock-based compensation expense	5,570			3,839			2,360			2,775
Non-cash lease termination income	(9,725		)	—
Loss on extinguishment of debt	10,119			—
Straight-line rental income adjustments	(10,710		)	(23,752		)
Provision for doubtful accounts, straight-line rental income and loan losses	1,400			539
Net gain on sales of real estate	(1,235		)	(142,431		)
Provision for loan losses and other reserves							667			1,207
Net loss on sales of real estate							217			1,520
Impairment of real estate	105,136			1,413			—			103,134
Loss from unconsolidated joint venture	5,030			1,901			3,667			1,383
Distributions of earnings from unconsolidated joint venture	6,884			3,610			4,040			3,037
Changes in operating assets and liabilities:
Accounts receivable, prepaid expenses and other assets, net	(5,289		)	(2,130		)	(6,895		)	(9,924		)
Accounts payable and accrued liabilities	(22,619		)	8,006			(9,929		)	(17,265		)
Net cash provided by operating activities	191,878			211,553			74,819			53,959
Cash flows from investing activities:
Acquisition of real estate	—			(213,982		)	(67,274		)	—
Origination and fundings of loans receivable	(8,823		)	(28,157		)	(936		)	(2,776		)
Origination and fundings of preferred equity investments	—			(945		)
Additions to real estate	(8,596		)	(16,817		)	(11,956		)	(5,072		)
Repayments of loans receivable	10,102			38,887			1,011			5,251
Repayments of preferred equity investments	2,463			375			3,059			2,087
Investment in unconsolidated joint venture	—			(354,461		)
Net proceeds from the sales of real estate	322,736			278,201			6,272			6,857
Net cash provided by (used in) investing activities	317,882			(296,899		)
Net cash (used in) provided by investing activities							(69,824		)	6,347
Cash flows from financing activities:
Net (repayments of) borrowings from revolving credit facility	(349,000		)	35,000
Proceeds from issuance of senior unsecured notes	300,000			—
Principal payments on senior unsecured notes	(500,000		)	—
Net borrowings from (repayments of) revolving credit facility							101,000			(4,000		)
Principal payments on secured debt	(1,703		)	(2,128		)	(877		)	(849		)
Payments of deferred financing costs	(4,413		)	(12		)	(715		)	(6		)
Payments related to extinguishment of debt	(6,895		)	—
Distributions to noncontrolling interests	(73		)	(72		)
Preferred stock redemption	—			(143,750		)
Distributions to noncontrolling interest							—			(36		)
Issuance of common stock, net	211,575			(499		)	1,930			(2,323		)
Dividends paid on common and preferred stock	(161,735		)	(164,736		)
Net cash used in financing activities	(512,244		)	(276,197		)
Net decrease in cash, cash equivalents and restricted cash	(2,484		)	(361,543		)
Dividends paid on common stock							(92,390		)	(80,260		)
Net cash provided by (used in) financing activities							8,948			(87,474		)
Net increase (decrease) in cash, cash equivalents and restricted cash							13,943			(27,168		)
Effect of foreign currency translation on cash, cash equivalents and restricted cash	300			(252		)	(660		)	149
Cash, cash equivalents and restricted cash, beginning of period	59,658			587,449			49,143			59,658
Cash, cash equivalents and restricted cash, end of period	$	57,474		$	225,654		$	62,426		$	32,639
Supplemental disclosure of cash flow information:
Interest paid	$	74,631		$	67,793		$	21,526		$	42,195
Supplemental disclosure of non-cash investing activities:
Decrease in loans receivable and other investments due to acquisition of real estate							$	(16,092	)	$	—

See accompanying notes to condensed consolidated financial statements.

SABRA HEALTH CARE REIT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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. Sabra elected to be treated as a real estate investment trust (“REIT”) with the filing of its United States (“U.S.”) federal income tax return for the taxable year beginning January 1, 2011. Sabra believes that it has been organized and operated, and it intends to continue to operate, in a manner to qualify as a REIT. Sabra’s primary business consists of acquiring, financing and owning real estate property to be leased to third-party tenants in the healthcare sector. Sabra primarily generates revenues by leasing properties to tenants and operators throughout the U.S. and Canada. Sabra owns substantially all of its assets and properties and conducts its operations through Sabra Health Care Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), of which Sabra is the sole general partner and a wholly owned subsidiary of Sabra is currently the only limited partner, or by subsidiaries of the Operating Partnership. The Company’s investment portfolio is primarily comprised of skilled nursing/transitional care facilities, senior housing communities and specialty hospitals and other facilities, in each case leased to third-party operators; senior housing communities operated by third-party property managers pursuant to property management agreements (“Senior Housing - Managed”); investments in loans receivable; preferred equity investments; and an investment in an unconsolidated joint venture.

COVID-19

Since first being reported in Wuhan, China in December 2019, COVID-19 has spread globally, including to every state in the United States and more than 175 countries. On ~~August 17, 2017, pursuant~~March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to ~~an Agreement~~COVID-19. The outbreak has led governments and ~~Plan~~other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of ~~Merger (the “Merger Agreement”) entered into by~~movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. The COVID-19 pandemic and measures to prevent its spread are expected to negatively impact the Company and its operations in its fiscal quarter ending June 30, 2020 and beyond, in a number of ways, including but not limited to:

Decreased occupancy and increased operating costs for the ~~Operating Partnership, PR Sub, LLC, a Delaware limited liability company~~Company’s tenants and ~~wholly owned subsidiary~~borrowers, which may adversely impact their ability to make full and timely rental payments and debt service payments, respectively, to the Company. In some cases, the Company may have to restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to the Company as those currently in place. Reduced or modified rental and debt service amounts could result in the determination that the full amounts of the ~~Company (“Merger Sub”~~Company’s investments are not recoverable, which could result in an impairment charge.

Decreased occupancy and increased operating costs within the Company’s Senior Housing - Managed portfolio and in the Company’s 49% equity interest in a joint venture with affiliates of Enlivant and TPG Real Estate, the real estate platform of TPG, that owns senior housing communities managed by Enlivant (the “Enlivant Joint Venture”), ~~Care Capital Properties, Inc.,~~which may negatively impact the operating results of these investments. Prolonged deterioration in the operating results for these investments could result in the determination that the full amounts of the Company’s investments are not recoverable, which could result in an impairment charge.

The Company’s financial results as of and for the three months ended March 31, 2020 reflect the results of the Company’s evaluation of the impact of COVID-19 on its business including, but not limited to, its evaluation of impairments of long-lived assets, measurement of credit losses on financial instruments, evaluation of any lease modifications, estimates of fair value and the Company’s ability to continue as a Delaware corporation (“CCP”), and Care Capital Properties, L.P. (“CCPLP”), a Delaware limited partnership and wholly owned subsidiary of CCP, CCP merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the “CCP Merger”), following which Merger Sub merged with and into the Company, with the Company continuing as the surviving entity (the “Subsequent Merger”), and, simultaneous with the Subsequent Merger, CCPLP merged with and into the Operating Partnership, with the Operating Partnership continuing as the surviving entity.going concern.

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 ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 and for the three ~~and six~~ month periods ended ~~June 30, 2019~~March 31, 2020 and ~~2018.~~2019. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the results for such periods. Operating results for the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2019~~2020. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, ~~2018~~2019 included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 filed with the SEC.

GAAP requires the Company to identify entities for which control is achieved through voting rights or other means and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or

(c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. If the Company were determined to be the primary beneficiary of the VIE, the Company would consolidate investments in the VIE. The Company may change its original assessment of a VIE due to events such as modifications of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposal of all or a portion of an interest held by the primary beneficiary.

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

As of ~~June 30, 2019~~March 31, 2020, the Company determined that it was 0t the ~~primary~~primarily beneficiary of one VIE—a joint venture variable interest entity owning one skilled nursing/transitional care facility—and has consolidated the operations of this entity in the accompanying condensed consolidated financial statements. As of June 30, 2019, the Company determined that the operations of this entity were not material to the Company’s results of operations, financial condition or cash flows.any VIEs.

As it relates to investments in loans, in addition to the Company’s assessment of VIEs and whether the Company is the primary beneficiary of those VIEs, the Company evaluates the loan terms and other pertinent facts to determine whether the loan investment should be accounted for as a loan or as a real estate joint venture. If an investment has the characteristics of a real estate joint venture, including if the Company participates in the majority of the borrower’s expected residual profit, the Company would account for the investment as an investment in a real estate joint venture and not as a loan investment. Expected residual profit is defined as the amount of profit, whether called interest or another name, such as an equity kicker, above a reasonable amount of interest and fees expected to be earned by a lender. At ~~June 30, 2019~~March 31, 2020, ~~none~~NaN of the Company’s investments in loans were accounted for as real estate joint ventures.

As it relates to investments in joint ventures, the Company assesses any limited partners’ rights and their impact on the presumption of control of the limited partnership by any single partner. The Company also applies this guidance to managing member interests in limited liability companies. The Company reassesses its determination of which entity controls the joint venture if: there is a change to the terms or in the exercisability of the rights of any partners or members, the sole general partner or managing member increases or decreases its ownership interests, or there is an increase or decrease in the number of outstanding ownership interests. As of ~~June 30, 2019,~~March 31, 2020, the Company’s determination of which entity controls its investments in joint ventures has not changed as a result of any reassessment.

Use of Estimates

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

Reclassifications

Certain amounts in the Company’s condensed consolidated statements of income and condensed consolidated statements of cash flows for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of ~~operations or stockholders’ equity of prior periods.~~

~~Investment in Unconsolidated Joint Venture~~

The Company reports investments in unconsolidated entities over whose operating and financial policies it has the ability to exercise significant influence under the equity method of accounting. Under this method of accounting, the Company’s share of the investee’s earnings or losses is included in the Company’s condensed consolidated statements of income. The initial carrying value of the investment is based on the amount paid to purchase the joint venture interest. Differences between the Company’s cost basis and the basis reflected at the joint venture level are generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of earnings of the joint venture.operations.

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its equity method investments may not be recoverable or realized. When indicators of potential impairment are identified, the Company evaluates its equity method investments for impairment based on a comparison of the fair value of the investment to its carrying value. The fair value is estimated based on discounted cash flows that include all estimated cash inflows and outflows over a specified holding period and any estimated debt premiums or discounts. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of its equity method investment, the Company would record an impairment loss to the extent that the carrying value exceeds the estimated fair value of its equity method investment.

On January 2, 2018, the Company completed its transaction with affiliates of Enlivant and TPG Real Estate, the real estate platform of TPG, and contributed $352.7 million, before closing costs, to acquire a 49% equity interest in an entity that owned 172 senior housing communities managed by Enlivant (the “Enlivant Joint Venture”). At closing, the Enlivant Joint Venture had outstanding indebtedness of $791.3 million and net working capital of $22.9 million. The joint venture agreement includes an option for the Company to acquire the remainder of the outstanding equity interests in the Enlivant Joint Venture by January 2, 2021 and grants the Company the right of first offer if the Company’s partner in the Enlivant Joint Venture desires to transfer its equity interest (which it may do commencing on January 2, 2020). Sabra also has the right to designate three directors on the seven member board of directors of the Enlivant Joint Venture and has other customary minority rights. During the six months ended June 30, 2019, the Enlivant Joint Venture sold two senior housing communities for gross proceeds of $6.3 million, and the Company recorded an aggregate net loss on sale of real estate related to unconsolidated joint venture of $1.7 million. As of June 30, 2019, the book value of the Company’s investment in the Enlivant Joint Venture was $328.2 million.

~~Net Investment in Direct Financing Lease~~

As of June 30, 2019, the Company had a $23.6 million net investment in one skilled nursing/transitional care facility leased to an operator under a direct financing lease, as the tenant is obligated to purchase the property at the end of the lease term. The net investment in direct financing lease is recorded in accounts receivable, prepaid expenses and other assets, net on the accompanying condensed consolidated balance sheets and represents the total undiscounted rental payments of $4.8 million, plus the estimated unguaranteed residual value of $24.7 million, less the unearned lease income of $5.9 million as of June 30, 2019. Unearned lease income represents the excess of the minimum lease payments and residual value over the cost of the investment. Unearned lease income is deferred and amortized to income over the lease term to provide a constant yield when collectability of the lease payments is reasonably assured. Income from the Company’s net investment in direct financing lease was $0.7 million and $1.3 million for the three and six months ended June 30, 2019, respectively, and $0.6 million and $1.3 million for the three and six months ended June 30, 2018, respectively, and is reflected in interest and other income on the accompanying condensed consolidated statements of income. Future minimum lease payments contractually due under the direct financing lease at June 30, 2019, were as follows: $1.1 million for the remainder of 2019; $2.3 million for 2020; and $2.1 million for 2021.

Recently Issued Accounting Standards Update

Adopted

In ~~February~~June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases, as amended by subsequent ASUs (“Topic 842”). Topic 842 supersedes guidance related to accounting for leases and provides for the recognition of lease assets and lease liabilities by lessees for those leases previously classified as operating leases under GAAP. The objective of Topic 842 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. Topic 842 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. Topic 842 is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. The Company elected to adopt Topic 842 on January 1, 2019 using the modified retrospective transition method, which permits application of the new standard on the adoption date as opposed to the earliest comparative period presented in the financial statements. In addition, the Company elected to use the available practical expedient package, and therefore did not reassess classification of its existing leases.

Additionally, the Company has elected a practical expedient not to separate lease and nonlease components (such as services rendered), which can only be applied to leasing arrangements for which (i) the timing and pattern of transfer are the same for the lease and nonlease components and (ii) the lease component, if accounted for separately, would be classified as an operating lease. Under this practical expedient, contracts that are predominantly lease-based would be accounted for under Topic 842, and contracts that are predominantly service-based would be accounted for under Topic 606, Revenue from Contracts with Customers. As a result of electing this practical expedient, the Company, beginning January 1, 2019, recognizes revenue from its leased skilled nursing/transitional care facilities, senior housing communities, and specialty hospitals and other

facilities under Topic 842 and recognizes revenue from its Senior Housing - Managed communities under the Revenue ASUs (codified under Topic 606). Upon adoption of Topic 842, the Company recognized its operating leases for which it is the lessee, mainly its corporate office lease and ground leases, on its consolidated balance sheets, as a lease liability of $10.0 million, included in accounts payable and accrued liabilities on the condensed consolidated balance sheets, and a corresponding right-of-use asset, included in accounts receivable, prepaid expenses and other assets, net on the condensed consolidated balance sheets. As of June 30, 2019, the balances of the lease liability and the corresponding right-of-use asset were $9.8 million and $9.5 million, respectively.

The Company assesses the collectability of rental revenues on a lease-by-lease basis. Prior to the adoption of Topic 842, the Company recorded rental revenue and receivables to the extent those amounts were expected to be collected, irrespective of the Company’s determination of the collectability of substantially all rents over the life of a lease. Upon adoption of Topic 842, if at any time the Company cannot determine that it is probable that substantially all rents over the life of a lease are collectible, rental revenue will be recognized only to the extent of payments received and all receivables associated with the lease will be written off irrespective of amounts expected to be collectible. Upon adoption of Topic 842 and as of the adoption date, the Company recorded a $32.5 million reduction in equity and accounts receivable due to the cumulative effect of this change. This reduction consisted of $17.5 million of straight-line rental income receivables and $15.0 million of cash rent receivables, although management believes the $15.0 million of cash rent receivables are collectible. Any recoveries of these amounts will be recorded in future periods upon receipt of payment. Under Topic 842, future write-offs of receivables and any recoveries of previously written-off receivables will be recorded as adjustments to rental revenue.

Furthermore, Topic 842 requires lessors to exclude from variable payments lessor costs paid by lessees directly to third parties. In contrast, lessor costs that are paid by the lessor and reimbursed by the lessee are included in the measurement of variable lease revenue and the associated expense. As a result, the Company recognized $4.8 million and $9.0 million of variable lease revenue and the associated expense during the three and six months ended June 30, 2019, respectively.

~~Issued but Not Yet Adopted~~

~~In June 2016, the FASB issued ASU~~ 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires that a financial asset (or a group of financial assets) measured at amortized cost basis be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The amendments in ASU 2016-13 are an improvement because they eliminate the probable initial recognition threshold under current GAAP and, instead, reflect an entity’s current estimate of all expected credit losses. Previously, when credit losses were measured under GAAP, an entity generally only considered past events and current conditions in measuring the incurred loss. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses (“ASU 2018-19”), which amends ASU 2016-13 to clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20, and instead, impairment of such receivables should be accounted for in accordance with ASU 2016-02, Leases, as amended by subsequent ASUs (“Topic ~~842, Leases.~~842”). In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses (“ASU 2019-11”), which amends ASU 2016-13 to clarify or address stakeholders’ specific issues about certain aspects of ASU 2016-13. ASU 2016-13, ASU 2018-19 and ASU ~~2018-19~~2019-11 are effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted as of the fiscal years beginning after December 15, 2018. An entity will apply the amendments in these updates through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company adopted ASU 2016-13, ASU 2018-19 and ASU 2019-11 (collectively, “Topic 326”) on January 1, 2020.

The financial assets within the scope of Topic 326 are the Company’s investments in a direct financing lease and loans receivable, including the portion of unfunded loan commitments expected to be funded. The allowance for credit losses is ~~currently evaluating~~calculated using the ~~impact this guidance will have~~related amortization schedules, payment histories and loan-to-value ratios. The following rates are applied to determine the aggregate expected losses, which is recorded as the allowance for credit losses: (i) a default rate, (ii) a liquidation cost rate and (iii) a distressed property reduction rate. If no loan-to-value ratio is available, a loss severity rate is applied in place of the liquidation cost rate and the distressed property reduction rate. The default rate is based on ~~its~~average charge-off and delinquency rates from the Federal Reserve, and the other rates are based on industry research and historical performance of a similar portfolio of financial assets.

Upon adoption of these standards, the Company recognized the cumulative effect on the opening balance of the allowance for credit losses in the condensed consolidated ~~financial statements when adopted.~~balance sheets, which resulted in an increase to cumulative distributions in excess of net income and a decrease to total assets of $0.2 million.

Issued but Not Yet Adopted

In ~~August 2018,~~March 2020, the FASB issued ASU ~~2018-13, Fair Value Measurement~~2020-04, Reference Rate Reform (Topic ~~820)~~848): ~~Disclosure Framework—Changes to~~Facilitation of the ~~Disclosure Requirements for Fair Value Measurement~~Effects of Reference Rate Reform on Financial Reporting (“ASU ~~2018-13”~~2020-04”). ASU ~~2018-13 updates~~2020-04 provides temporary optional guidance that provides transition relief for reference rate reform, including optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions that reference LIBOR or a reference rate that is expected to be discontinued as a result of reference rate reform if certain criteria are met. ASU 2020-04 is effective upon issuance, and the ~~fair value measurement disclosure requirements by (i) eliminating certain requirements, including disclosure~~provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2022. During the first quarter of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the ~~amount of~~guidance and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements, (ii) modifying certain requirements, including clarifying that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurementmay apply other elections as ~~of the reporting date and (iii) adding certain requirements, including disclosure of the~~applicable as additional changes in ~~unrealized gains and losses for~~ the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted for any eliminated or modified disclosures. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted.market occur.

3. RECENT REAL ESTATE ACQUISITIONS

During the three months ended March 31, 2020, the Company acquired 2 senior housing communities leased to a third party under a triple-net lease and 1 Senior Housing - Managed community. No acquisitions were completed during the ~~six~~three months ended ~~June 30,~~March 31, 2019. ~~During the six months ended June 30, 2018, the Company acquired 11 Senior Housing - Managed communities, five senior housing communities and two skilled nursing/transitional care facilities.~~ The consideration was allocated as follows (in thousands):


	Six Months Ended		Three Months Ended March 31,
	June 30, 2018		2020
Land	$	24,356	$	4,740
Building and improvements	187,903		76,247
Tenant origination and absorption costs intangible assets	1,312		2,156
Tenant relationship intangible assets	412		224

Total consideration	$	213,983	$	83,367

~~For the acquisitions completed during the six months ended June 30, 2018, the~~The tenant origination and absorption costs intangible assets and tenant relationship intangible assets had weighted-average amortization periods as of the respective dates of acquisition of 13six years and 2225 years, ~~respectively.~~respectively, for acquisitions completed during the three months ended March 31, 2020.

For the three ~~and six~~ months ended ~~June 30, 2018,~~March 31, 2020, the Company recognized ~~$10.7 million and $20.4~~$2.4 million of total revenues ~~respectively,~~ and ~~$1.6 million and $2.5~~$0.8 million of net income attributable to common stockholders ~~respectively,~~ from the facilities acquired during the ~~six~~three months ended ~~June 30, 2018.~~March 31, 2020.

4. INVESTMENT IN REAL ESTATE PROPERTIES ~~HELD FOR INVESTMENT~~

The Company’s real estate properties held for investment consisted of the following (dollars in thousands):

As of ~~June 30, 2019~~March 31, 2020


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	304	33,879	$	3,712,541	$	(259,872	)	$	3,452,669	291	32,660	$	3,678,036	$	(322,645	)	$	3,355,391
Senior Housing - Leased ⁽¹⁾	62	4,011	646,092		(70,563		)	575,529		64	4,119	693,440		(77,160		)	616,280
Senior Housing - Managed ⁽¹⁾	44	4,470	863,341		(94,969		)	768,372		47	4,922	920,589		(118,466		)	802,123
Specialty Hospitals and Other	22	1,085	621,236		(39,226		)	582,010		25	1,193	640,076		(51,114		)	588,962
	432	43,445	5,843,210		(464,630		)	5,378,580		427	42,894	5,932,141		(569,385		)	5,362,756
Corporate Level			634		(340		)	294				779		(367		)	412
			$	5,843,844	$	(464,970	)	$	5,378,874			$	5,932,920	$	(569,752	)	$	5,363,168

As of December 31, ~~2018~~2019



Property Type	Number of Properties	Number of Beds/Units	Total Real Estate at Cost		Accumulated Depreciation			Total Real Estate Investments, Net
Skilled Nursing/Transitional Care	296	33,290	$	3,701,666	$	(306,565	)	$	3,395,101
Senior Housing - Leased	62	3,820	630,688		(72,278		)	558,410
Senior Housing - Managed	46	4,809	907,771		(112,893		)	794,878
Specialty Hospitals and Other	25	1,193	639,721		(47,124		)	592,597
	429	43,112	5,879,846		(538,860		)	5,340,986
Corporate Level			737		(353		)	384
			$	5,880,583	$	(539,213	)	$	5,341,370

Property Type
Number of
Properties

Number of
Beds/Units

Total
Real Estate
at Cost

Accumulated
Depreciation

Total
Real Estate
Investments, Net
Skilled Nursing/Transitional Care 335
37,628
$ 4,094,484
$ (224,942 ) $ 3,869,542
Senior Housing - Leased ⁽¹⁾
90
7,332
1,237,790
(125,902 ) 1,111,888
Senior Housing - Managed ⁽¹⁾
23
1,603
301,739
(19,537 ) 282,202
Specialty Hospitals and Other 22
1,085
621,236
(31,640 ) 589,596
470
47,648
6,255,249
(402,021 ) 5,853,228
Corporate Level 634
(317 ) 317
$ 6,255,883
$ (402,338 ) $ 5,853,545

⁽¹⁾ ~~During the six months ended June 30, 2019, the Company transitioned 21 senior housing communities to its Senior Housing - Managed portfolio.~~


	June 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Building and improvements	$	5,017,138		$	5,388,102		$	5,093,517		$	5,042,435
Furniture and equipment	233,775			237,145			241,407			239,229
Land improvements	1,398			1,254			1,535			1,534
Land	591,533			629,382			596,461			597,385
	5,843,844			6,255,883			5,932,920			5,880,583
Accumulated depreciation	(464,970		)	(402,338		)	(569,752		)	(539,213		)
	$	5,378,874		$	5,853,545		$	5,363,168		$	5,341,370

Operating Leases

As of ~~June 30, 2019~~March 31, 2020, the substantial majority of the Company’s real estate properties (excluding 4447 Senior Housing - Managed communities) were leased under triple-net operating leases with expirations ranging from less than one year to 1415 years. As of ~~June 30, 2019~~March 31, 2020, the leases had a weighted-average remaining term of eight years. The leases generally include provisions to extend the lease terms and other negotiated terms and conditions. The Company, through its subsidiaries, retains substantially all of the risks and benefits of ownership of the real estate assets leased to the tenants. The Company may receive additional security under these operating leases in the form of letters of credit and security deposits from the lessee or guarantees from the parent of the lessee. Security deposits received in cash related to tenant leases are included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets and totaled $~~10.8~~10.1 million and ~~$12.4~~$10.5 million as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, and letters of credit deposited with the Company totaled approximately ~~$78~~$84 million and ~~$98~~$83 million as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. In addition, the Company’s tenants have deposited with the Company ~~$15.0~~$17.8 million and ~~$17.5~~$14.3 million as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, for future real estate taxes, insurance expenditures and tenant improvements related to the Company’s properties and their ~~operations.~~operations, and these amounts are included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets.

~~On February 15, 2019,~~Lessor costs that are paid by the lessor and reimbursed by the lessee are included in the measurement of variable lease revenue and the associated expense. As a result, the Company ~~entered into a settlement agreement with Senior Care Centers in connection with the notices of default~~recognized $5.2 million and lease termination issued by the Company to Senior Care Centers during the third quarter of 2018. In accordance with the order entered by the bankruptcy court in March 2019, the settlement agreement provided for the discharge by the Company of its claims against Senior Care Centers in exchange for $9.5$4.2 million of ~~settlement payments, a portion of which was applied to pay post-petition rent. The Company recorded $0.5 million~~variable lease revenue and ~~$6.2 million of such post-petition rent~~the associated expense during the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019, respectively. On April 1, 2019, the Company completed the sale of 28 facilities (26 skilled nursing/transitional care facilities and two senior housing communities) previously operated by Senior Care Centers and received gross sales proceeds of $282.5 million. In connection with the sale, the Company entered into an agreement to indemnify the buyer from certain costs, expenses and liabilities related to the historical operations of the facilities by Senior Care Centers. In May 2019, the Company transitioned eight facilities previously operated by Senior Care Centers to a current operator in the Sabra portfolio, and the Company expects to sell the remaining two facilities operated by Senior Care Centers. During the six months ended June 30, 2019, the Company recorded an impairment charge of $92.2 million related to the Senior Care Centers facilities, which includes $10.2 million related to the Company’s estimated contractual indemnification obligations.

On December 19, 2018, the Company entered into a letter of intent to terminate its triple-net master lease with Holiday Retirement (“Holiday”) with respect to all 21 senior housing communities subject to the master lease (the “Holiday Communities”) and concurrently enter into management agreements pursuant to which Holiday would manage the Holiday Communities. On April 1, 2019, the Company completed the conversion of the Holiday Communities to its Senior Housing - Managed portfolio and recognized lease termination income of $66.9 million, which includes a $57.2 million lease termination payment received in exchange for terminating the Holiday master lease and a $9.7 million gain related to the assumption of fixed assets net of liabilities.

The Company monitors the creditworthiness of its tenants by reviewing credit ratings (if available) and evaluating the ability of the tenants to meet their lease obligations to the Company based on the tenants’ financial performance, including the evaluation of any parent guarantees (or the guarantees of other related parties) of tenant lease obligations. As formal credit ratings may not be available for most of the Company’s tenants, the primary basis for the Company’s evaluation of the credit quality of its tenants (and more specifically the tenant’s ability to pay their rent obligations to the Company) is the tenant’s lease coverage ratio or the parent’s fixed charge coverage ratio for those entities with a parent guarantee. These coverage ratios include earnings before interest, taxes, depreciation, amortization and rent (“EBITDAR”) to rent and earnings before interest, taxes, depreciation, amortization, rent and management fees (“EBITDARM”) to rent at the lease level and consolidated EBITDAR to total fixed charges at the parent guarantor level when such a guarantee exists. The Company obtains various financial and operational information from its tenants each month and reviews this information in conjunction with the ~~above-~~

~~described~~above-described coverage metrics to identify financial and operational trends, evaluate the impact of the industry’s operational and financial environment (including the impact of government reimbursement), and evaluate the management of the tenant’s operations. These metrics help the Company identify potential areas of concern relative to its tenants’ credit quality and ultimately the tenant’s ability to generate sufficient liquidity to meet its obligations, including its obligation to continue to pay the rent due to the Company.

For the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, no tenant relationship represented 10% or more of the Company’s total revenues.

The future minimum rental payments from the Company’s properties held for investment under non-cancelable operating leases were as follows and may materially differ from actual future rental payments received (in thousands):

As of ~~June 30, 2019~~March 31, 2020


July 1 through December 31, 2019	$	217,991
2020	423,770
April 1 through December 31, 2020			$	319,956
2021	420,407		427,122
2022	396,598		406,769
2023	378,439		392,007
2024			383,326
Thereafter	2,007,117		1,742,840
	$	3,844,322	$	3,672,020

~~As of December 31, 2018~~

2019 $ 465,766
2020 456,207
2021 452,346
2022 454,216
2023 437,277
Thereafter 2,407,064
$ 4,672,876

Senior Housing - Managed Communities

The Company’s Senior Housing - Managed communities offer residents certain ancillary services that are not contemplated in the lease with each resident (i.e., housekeeping, laundry, guest meals, etc.). These services are provided and paid for in addition to the standard services included in each resident lease (i.e., room and board, standard meals, etc.). The Company bills residents for ancillary services one month in arrears and recognizes revenue as the services are provided, as the Company has no continuing performance obligation related to those services. Resident fees and services includes ancillary service revenue of ~~$0.2~~$0.3 million and ~~$0.3~~$0.1 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019, ~~respectively,~~respectively.

Investment in Unconsolidated Joint Venture

The Company has a 49% equity interest in a joint venture with affiliates of Enlivant and ~~$0.1~~TPG Real Estate, the real estate platform of TPG, that owns senior housing communities managed by Enlivant (the “Enlivant Joint Venture”). During the three months ended March 31, 2020, the Enlivant Joint Venture sold 2 senior housing communities for aggregate gross proceeds of $3.2 million, and the Company recorded an aggregate net loss on sale of real estate related to unconsolidated joint venture of $1.7 million. As of March 31, 2020, the Enlivant Joint Venture owned 168 senior housing communities, and the book value of the Company’s investment in the Enlivant Joint Venture was $311.8 million.

Net Investment in Direct Financing Lease

As of March 31, 2020, the Company had a $23.8 million net investment in 1 skilled nursing/transitional care facility leased to an operator under a direct financing lease, as the tenant is obligated to purchase the property at the end of the lease term. The net investment in direct financing lease is recorded in accounts receivable, prepaid expenses and other assets, net on the accompanying condensed consolidated balance sheets and represents the present value of total rental payments of $3.5 million, plus the estimated unguaranteed residual value of $24.7 million, less the unearned lease income of $4.2 million and allowance for credit losses of $0.2 million as of March 31, 2020. Unearned lease income represents the excess of the minimum lease payments and residual value over the cost of the investment. Unearned lease income is deferred and amortized to income over the lease term to provide a constant yield when collectability of the lease payments is reasonably assured. Income from the Company’s net investment in direct financing lease was $0.6 million for each of the three months ended March 31, 2020 and 2019 and is reflected in interest and other income on the accompanying condensed consolidated statements of income. Upon adoption of Topic 326 on January 1, 2020 and as of the adoption date, the Company recorded a $0.2 million reduction in equity and increase to its allowance for credit losses due to the cumulative effect of the changes contemplated by Topic 326. During the three months ended March 31, 2020, the Company reduced its allowance for credit losses by $16,000. Future minimum lease payments contractually due under the direct financing lease at March 31, 2020 were as follows: $1.7 million for the ~~three~~remainder of 2020 and ~~six months ended June 30, 2018, respectively.~~$2.1 million for 2021.

5. IMPAIRMENT OF REAL ESTATE, ASSETS HELD FOR SALE AND DISPOSITIONS

~~2019~~2020

~~Impairment~~Assets Held For Sale

As of ~~Real Estate~~

~~During the six months ended June 30, 2019,~~March 31, 2020, the Company recognized a $105.1 million real estate impairment, of which amount $92.2 million related to the 28 Senior Care Centers facilities sold on April 1, 2019 and three additional Senior Care Centers facilities, and the remaining $12.9 million related to four additionaldetermined that 2 skilled nursing/transitional care ~~facilities.~~

~~Dispositions~~

~~During~~facilities, with an aggregate net book value of $11.3 million and secured debt, net balance of $13.8 million, met the ~~six months ended June 30, 2019,~~criteria to be classified as assets/liabilities held for sale, and these balances are included in accounts receivable, prepaid expenses and other assets, net and accounts payable and accrued liabilities, respectively, on the condensed consolidated balance sheets. Subsequent to March 31, 2020, the Company completed the sale of the facilities for an aggregate gross sales price of $14.4 million and the proceeds were used to repay the outstanding debt secured by the facilities.

Dispositions

During the three months ended March 31, 2020, the Company completed the sale of 3 skilled nursing/transitional care facilities ~~and seven senior housing communities~~ for aggregate consideration, net of closing costs, of ~~$315.0~~$6.8 million. The net carrying value of the assets and liabilities of these facilities was ~~$313.8~~$7.0 million, which resulted in an aggregate ~~$1.2~~$0.2 million net ~~gain~~loss on sale.

Excluding the net ~~gain~~loss on sale and real estate impairment, the Company recognized ~~$3.1~~$0.1 million of net loss and ~~$18.0 million~~$5,000 of net income during the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively, from these facilities. The sale of these facilities does not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results, and therefore the results of operations attributable to these facilities have remained in continuing operations.

~~2018~~2019

Impairment of Real Estate

During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, the Company recognized a ~~$1.4~~$103.1 million real estate impairment, of which ~~$0.5~~$92.2 million related to ~~one senior housing community~~the 30 Senior Care Centers facilities which were subsequently sold ~~during~~and 1 additional Senior Care Centers facility, and the ~~period.~~remaining $10.9 million related to 4 additional skilled nursing/transitional care facilities which were subsequently sold.

Dispositions

During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, the Company completed the sale of 333 skilled nursing/transitional care facilities ~~and four senior housing communities~~ for aggregate consideration, net of closing costs, of ~~$278.3~~$6.9 million. The net carrying value of the assets and liabilities of these facilities was ~~$135.8~~$8.4 million, which resulted in an aggregate ~~$142.5~~$1.5 million net ~~gain~~loss on sale. ~~The Company also recognized an additional $0.1 million of selling expenses for sales completed in 2017.~~

Excluding the net ~~gain~~loss on sale, ~~and real estate impairment,~~ the Company recognized ~~$11.6 million and $15.4~~$0.5 million of net income during the ~~six~~three months ended ~~June 30, 2018 and 2017~~March 31, 2019 from these facilities. The sale of these facilities does not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results, and therefore the results of operations attributable to these facilities have remained in continuing operations.

6. LOANS RECEIVABLE AND OTHER INVESTMENTS

As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Company’s loans receivable and other investments consisted of the following (dollars in thousands):


												June 30, 2019																March 31, 2020
Investment		Quantity as of June 30, 2019	Property Type	Principal Balance as of June 30, 2019 ⁽¹⁾		Book Value as of June 30, 2019			Book Value as of December 31, 2018			Weighted Average Contractual Interest Rate / Rate of Return		Weighted Average Annualized Effective Interest Rate / Rate of Return		Maturity Date as of June 30, 2019		Quantity as of March 31, 2020	Property Type	Principal Balance as of March 31, 2020 ⁽¹⁾		Book Value as of March 31, 2020			Book Value as of December 31, 2019			Weighted Average Contractual Interest Rate / Rate of Return		Weighted Average Annualized Effective Interest Rate / Rate of Return		Maturity Date as of March 31, 2020
Loans Receivable:	Loans Receivable:																Loans Receivable:
Mortgage		1	Specialty Hospital	$	19,000	$	19,000		$	18,577		10.0	%	10.0	%	01/31/27		1	Specialty Hospital	$	19,000	$	19,000		$	19,000		10.0	%	10.0	%	01/31/27
Construction		2	Senior Housing	5,363		5,418			4,629			8.0	%	7.7	%	04/30/21- 09/30/22		1	Senior Housing	2,518		2,537			2,487			8.0	%	7.8	%	09/30/22
Mezzanine		—	Skilled Nursing	—		—			2,188			N/A		N/A		N/A
Other		17	Multiple	48,365		44,418			45,324			6.8	%	7.3	%	02/28/19- 08/31/28		17	Multiple	46,027		42,081			42,147			6.8	%	6.9	%	09/01/20- 08/31/28

		20		72,728		68,836			70,718			7.7	%	8.1	%			19		67,545		63,618			63,634			7.7	%	7.9	%

Loan loss reserve				—		(1,960		)	(1,258		)
Allowance for loan losses																				—		(1,225		)	(564		)

				$	72,728	$	66,876		$	69,460										$	67,545	$	62,393		$	63,070
Other Investments:	Other Investments:																Other Investments:
Preferred Equity		9	Skilled Nursing / Senior Housing	43,915		44,327			44,262			12.0	%	12.0	%	N/A		6	Skilled Nursing / Senior Housing	25,793		25,977			44,304			12.4	%	12.4	%	N/A

Total		29		$	116,643	$	111,203		$	113,722		9.3	%	9.6	%			25		$	93,338	$	88,370		$	107,374		9.0	%	9.2	%


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

As of ~~June 30, 2019~~both March 31, 2020 and December 31, ~~2018,~~2019, the Company had ~~six and seven~~4 loans receivable investments, ~~respectively,~~ with an aggregate principal balance of ~~$3.1~~$2.3 million, ~~and $27.7 million, respectively,~~ that were considered to have deteriorated credit quality. As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the book value of the outstanding loans with deteriorated credit quality was ~~$1.5~~$0.7 million and ~~$4.2~~$0.8 million, respectively. ~~During the six months ended June 30, 2019, one loan with deteriorated credit quality was repaid.~~

The following table presents changes in the accretable yield for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Accretable yield, beginning of period	$	198		$	1,883		$	449		$	2,483		$	39		$	449
Accretion recognized in earnings	(86		)	(1,529		)	(304		)	(2,129		)	(8		)	(218		)
Reduction due to payoff	—			—			(33		)	—			—			(33		)
Net reclassification from nonaccretable difference	—			727			—			727
Accretable yield, end of period	$	112		$	1,081		$	112		$	1,081		$	31		$	198

During the three months ended June 30, 2019, the Company recorded no provision for specific loan losses, and during the six months ended June 30, 2019, the Company recorded a $1.2 million provision for specific loan losses. During each of the three and six months ended June 30, 2019,March 31, 2020, the Company increased its ~~portfolio-based~~allowance for loan ~~loss reserve~~losses by ~~$0.2~~$0.7 million.

As of ~~June 30, 2019,~~March 31, 2020, the Company had a ~~$1.3~~$1.2 million ~~specific~~allowance for loan ~~loss reserve and a $0.7 million portfolio-based loan loss reserve.~~losses. As of ~~June 30, 2019,~~March 31, 2020, the Company ~~considered one loan~~did 0t consider any loans receivable ~~investment~~investments to be ~~impaired, which had a principal balance of $4.3 million as of each of June 30, 2019 and December 31, 2018.~~impaired. As of ~~June 30, 2019, three~~March 31, 2020, 2 loans receivable investments with ~~an aggregate~~0 book value ~~of $4.3 million~~ were on nonaccrual status. As of ~~June 30, 2019,~~March 31, 2020, the Company did not consider any preferred equity investments to be impaired, and no preferred equity investments were on nonaccrual status.

As of December 31, ~~2018,~~2019, the Company had ~~a $0.7 million specific~~0 asset-specific loan loss reserve and a $0.6 million portfolio-based loan loss reserve. As of December 31, ~~2018,~~2019, the Company ~~considered one loan~~did 0t consider any loans receivable ~~investment with a principal balance of $1.3 million~~investments to be ~~impaired, and two~~impaired. As of December 31, 2019, 2 loans receivable investments with ~~an aggregate~~0 book value ~~of $1.3 million~~ were on nonaccrual status. ~~Additionally, as of December 31, 2018, the Company recognized interest income related to one loan receivable investment, with a book value of $4.3 million, that was more than 90 days past due.~~ As of December 31, ~~2018,~~2019, the Company did not consider any preferred equity investments to be impaired, and no preferred equity investments were on nonaccrual status.

During the three ~~and six~~ months ended ~~June 30, 2018,~~March 31, 2019, the Company recorded noa $1.2 million provision for specific loan losses and ~~increased~~recorded a $27,000 reduction to its provision for portfolio-based loan ~~loss reserve by $0.2 million and $0.3 million, respectively.~~losses.

7. DEBT

Secured Indebtedness

The Company’s secured debt consists of the following (dollars in thousands):


Interest Rate Type	Principal Balance as of June 30, 2019 ⁽¹⁾		Principal Balance as of December 31, 2018⁽¹⁾		Weighted Average Effective Interest Rate at June 30, 2019 ⁽²⁾		Maturity Date	Principal Balance as of March 31, 2020 ⁽¹⁾⁽²⁾		Principal Balance as of December 31, 2019⁽¹⁾		Weighted Average Interest Rate at March 31, 2020 ⁽³⁾		Maturity Date
Fixed Rate	$	116,421	$	117,464	3.67	%	December 2021 - August 2051	$	98,362	$	114,777	3.47	%	December 2021 - August 2051


⁽¹⁾	Principal balance does not include deferred financing costs, net of ~~$1.7~~$1.3 million and ~~$1.8~~$1.7 million as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.


⁽²⁾	Excludes $14.2 million principal balance secured by 2 skilled nursing/transitional care facilities classified as held for sale as of March 31, 2020. See Note 5, “Impairment of Real Estate, Assets Held for Sale and Dispositions,” for additional information.


⁽³⁾	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	June 30, 2019 ⁽¹⁾		December 31, 2018 ⁽¹⁾		Maturity Date	March 31, 2020 ⁽¹⁾		December 31, 2019 ⁽¹⁾

5.5% senior unsecured notes due 2021 (“2021 Notes”)	February 1, 2021	$	—	$	500,000
5.375% senior unsecured notes due 2023 (“2023 Notes”)	June 1, 2023	200,000		200,000
4.80% senior unsecured notes due 2024 (“2024 Notes”)	June 1, 2024	300,000		—		June 1, 2024	$	300,000	$	300,000
5.125% senior unsecured notes due 2026 (“2026 Notes”)	August 15, 2026	500,000		500,000		August 15, 2026	500,000		500,000
5.38% senior unsecured notes due 2027 (“2027 Notes”)	May 17, 2027	100,000		100,000
5.88% senior unsecured notes due 2027 (“2027 Notes”)						May 17, 2027	100,000		100,000
3.90% senior unsecured notes due 2029 (“2029 Notes”)						October 15, 2029	350,000		350,000
		$	1,100,000	$	1,300,000		$	1,250,000	$	1,250,000


⁽¹⁾	Principal balance does not include premium, net of ~~$14.0~~$7.3 million and deferred financing costs, net of ~~$7.5~~$9.2 million as of ~~June 30, 2019~~March 31, 2020 and does not include premium, net of ~~$14.5~~$7.6 million and deferred financing costs, net of ~~$7.1~~$8.8 million as of December 31, ~~2018.~~2019.

The ~~2023~~2024 Notes and the 2029 Notes were issued by the Operating Partnership and Sabra Capital Corporation, wholly owned subsidiaries of the Company, ~~(the “Issuers”). The 2023 Notes~~and accrue interest at a rate of ~~5.375%~~4.80% and 3.90%, respectively, per ~~annum~~annum. Interest is payable semiannually on June 1 and December 1 of each ~~year.~~

On May 29, 2019, the Issuers completed an underwritten public offering of $300.0 million aggregate principal amount of 2024 Notes. The net proceeds were $295.3 million after deducting underwriting discounts and other offering expenses. The net proceeds, together with borrowings under the Revolving Credit Facility (as defined below), were used to redeem the 2021 Notes as discussed below. The 2024 Notes accrue interest at a rate of 4.80% per annum payable semiannually on June 1 and December 1 of each year. The 2024 Notes are redeemable at the option of the Issuers, in whole or in part at any time and from time to time, prior to May 1, 2024, at a price equal to 100% of the principal amount, together with any accrued and unpaid interest to, but not including, the redemption date, plus a “make-whole” premium. The Issuers may also redeemyear for the 2024 Notes and on ~~or after May 1, 2024, at a price equal to 100%~~April 15 and October 15 of ~~the principal amount, together with any accrued and unpaid interest to, but not including, the redemption date. Assuming the 2024 Notes are not redeemed, the 2024 Notes mature on June 1, 2024.~~

Additionally, on May 29, 2019, the Issuers issued a notice of redemption for all $500.0 million aggregate principal amount outstanding of the 2021 Notes. On June 29, 2019, the Company redeemed the 2021 Notes at a cash redemption price of 101.375% of the principal amount being redeemed, plus accrued and unpaid interest. The redemption resulted in $10.1 million of redemption related costs and write-offseach year for the three and six months ended June 30, 2019, including $6.9 million in payments made to noteholders and legal fees for early redemption and $3.2 million of write-offs associated with unamortized deferred financing and premium costs. These amounts are included in loss on extinguishment of debt on the accompanying condensed consolidated statements of income.2029 Notes.

The 2026 Notes and the 2027 Notes were assumed as a result of the ~~CCP Merger~~Company’s merger with Care Capital Properties, Inc. in 2017 and accrue interest at a rate of 5.125% and ~~5.38%~~5.88%, respectively, per annum. Interest is payable semiannually on February 15 and August 15 of each year for the 2026 Notes and on May 17 and November 17 of each year for the 2027 Notes.

The obligations under the ~~2023 Notes,~~ 2024 Notes and 2027 Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by Sabra and ~~certain~~one of its non-operating subsidiaries, ~~of Sabra; provided, however, that such guarantees are~~ subject to release under certain customary circumstances. The obligations under the 2026 Notes and 2029 Notes are fully and unconditionally guaranteed, on an unsecured basis, by Sabra; provided, however, that such guarantee is subject to release under certain customary circumstances. See Note 12, “Summarized Condensed Consolidating ~~Information”~~Information,” for additional information concerning the circumstances pursuant to which the guarantors will be automatically and unconditionally released from their obligations under the guarantees.

The indentures and agreements (the “Senior Notes Indentures”) governing the ~~2023 Notes,~~ 2024 Notes, 2026 Notes, 2027 Notes and ~~2027~~2029 Notes (collectively, the “Senior Notes”) include customary events of default and require the Company to comply with specified restrictive covenants. As of ~~June 30, 2019,~~March 31, 2020, the Company was in compliance with all applicable financial covenants under the Senior Notes Indentures.

Credit ~~Facility~~Agreement

~~Effective on August 17, 2017,~~On September 9, 2019, the Operating Partnership and Sabra Canadian Holdings, LLC (together, the “Borrowers”), Sabra and the other parties thereto entered into a ~~fourth~~fifth amended and restated unsecured credit ~~facility~~agreement (the “Credit ~~Facility”~~Agreement”).

for borrowings in certain foreign currencies. The Credit ~~Facility~~Agreement also contains an accordion feature that can increase the total available borrowings to ~~$2.5~~$2.75 billion, subject to terms and conditions.

The Revolving Credit Facility has a maturity date of ~~August 17, 2021,~~September 9, 2023, and includes ~~two~~2 six-month extension options. ~~$200.0~~$105.0 million of the U.S. dollar Term Loans has a maturity date of ~~August 17, 2020,~~September 9, 2022, $350.0 million of the U.S. dollar Term Loans has a maturity date of September 9, 2023, and the other Term Loans have a maturity date of ~~August 17, 2022.~~September 9, 2024.

As of ~~June 30, 2019,~~March 31, 2020, there was ~~$275.0~~$101.0 million outstanding under the Revolving Credit Facility and ~~$725.0~~$899.0 million available for borrowing.

Borrowings under the Revolving Credit Facility bear interest on the outstanding principal amount at a rate equal to ana ratings-based applicable interest margin plus, at the Operating Partnership’s option, either (a) LIBOR or (b) a base rate determined as the greater of (i) the federal funds rate plus 0.5%, (ii) the prime rate, and (iii) one-month LIBOR plus 1.0% (the “Base Rate”). ~~On August 17, 2017, Sabra’s ratings met the Investment Grade Ratings Criteria (as defined in the credit agreement), and Sabra elected to use the~~The ratings-based applicable interest margin for borrowings ~~which~~ will vary based on the Debt Ratings, as defined in the ~~credit agreement,~~Credit Agreement, and will range from ~~0.875%~~0.775% to ~~1.65%~~1.45% per annum for LIBOR based borrowings and 0.00% to ~~0.65%~~0.45% per annum for borrowings at the Base Rate. As of ~~June 30, 2019,~~March 31, 2020, the interest rate on the Revolving Credit Facility was ~~3.65%~~2.09%. In addition, the Operating Partnership pays a facility fee ranging between 0.125% and 0.300% per annum based on the aggregate amount of commitments under the Revolving Credit Facility regardless of amounts outstanding thereunder.

The U.S. dollar Term Loans bear interest on the outstanding principal amount at a rate equal to ana ratings-based applicable interest margin plus, at the Operating Partnership’s option, either (a) LIBOR or (b) the Base Rate. The ratings-based applicable interest margin for borrowings will vary based on the Debt Ratings ~~as defined in the credit agreement,~~ and will range from ~~0.90%~~0.85% to ~~1.90%~~1.65% per annum for LIBOR based borrowings and 0.00% to ~~0.90%~~0.65% per annum for borrowings at the Base Rate. The Canadian dollar Term Loan bears interest on the outstanding principal amount at a rate equal to the Canadian Dollar Offered Rate (“CDOR”) plus an interest margin that ~~will range~~ranges from ~~0.90%~~0.85% to ~~1.90%~~1.65% depending on the Debt Ratings.

~~On June 10, 2015, the~~The Company ~~entered into an~~has interest rate swap agreement to fix the CDOR portion of the interest rate for CAD $90.0 million of its Canadian dollar Term Loan at 1.59%. In addition, CAD $90.0 million of the Canadian dollar Term Loan was designated as a net investment hedge. On August 10, 2016, the Company entered into two interest rate swap agreements to fix the LIBOR portion of the interest rate for $245.0 million of its U.S. dollar Term Loans at 0.90% and one interest rate swap agreement to fix the CDOR portion on CAD $35.0 million of its Canadian dollar Term Loan at 0.93%. See Note 8, “Derivative and Hedging Instruments” for further information.

~~As a result of the CCP Merger, the Company assumed eight interest rate swap agreements~~swaps that fix the LIBOR portion of the interest rate for ~~$600~~$845.0 million of ~~the Company’s~~LIBOR-based borrowings under its U.S. dollar Term Loans at a weighted average rate of ~~1.31%~~1.19% and interest rate swaps that fix the CDOR portion of the interest rate for $125.0 million of CDOR-based borrowings under its Canadian dollar Term Loan at a weighted average rate of 1.41%. In addition, CAD $125.0 million of the Canadian dollar Term Loan is designated as a net investment hedge. See Note 8, “Derivative and Hedging ~~Instruments”~~Instruments,” for further information.

The obligations of the Borrowers under the Credit ~~Facility~~Agreement are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by Sabra and one of its non-operating subsidiaries, subject to release under certain ~~subsidiaries of Sabra.~~customary circumstances.

The Credit ~~Facility~~Agreement 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~~Agreement also requires Sabra, through the Operating Partnership, to comply with specified financial covenants, which include a maximum total leverage ratio, a minimum secured debt leverage ratio, a minimum fixed charge coverage ratio, a maximum unsecured leverage ratio, ~~and~~ a minimum tangible net worth ~~requirement.~~requirement and a minimum unsecured interest coverage ratio. As of ~~June 30, 2019,~~March 31, 2020, the Company was in compliance with all applicable financial covenants under the Credit ~~Facility.~~Agreement.

Interest Expense

The Company incurred interest expense of ~~$33.6~~$25.7 million and ~~$69.9~~$36.3 million during the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019, ~~respectively, and $36.8 million and $72.6 million during the~~ ~~three and six~~ ~~months ended June 30, 2018,~~ respectively. Interest expense includes non-cash interest expense of ~~$2.8~~$2.2 million and ~~$5.3 million for the~~ ~~three and six~~ ~~months ended June 30, 2019, respectively, and $2.5 million and $5.0~~$2.6 million for the three ~~and six~~ months ended ~~June 30, 2018,~~March 31, 2020 and 2019, respectively. As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019, the Company had ~~$14.0~~$18.6 million and ~~$24.0~~$16.7 million, respectively, of accrued interest included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets.

Maturities

The following is a schedule of maturities for the Company’s outstanding debt as of ~~June 30, 2019~~March 31, 2020 (in thousands):


	Secured Indebtedness			Revolving Credit Facility ⁽¹⁾		Term Loans			Senior Notes			Total			Secured Indebtedness⁽¹⁾			Revolving Credit Facility ⁽²⁾		Term Loans			Senior Notes			Total
July 1 through December 31, 2019	$	1,735		$	—	$	—		$	—		$	1,735
2020	3,552			—		200,000			—			203,552
April 1 through December 31, 2020															$	2,387		$	—	$	—		$	—		$	2,387
2021	18,751			275,000		—			—			293,751			17,205			—		—			—			17,205
2022	3,185			—		995,487			—			998,672			2,816			—		105,000			—			107,816
2023	3,282			—		—			200,000			203,282			2,898			101,000		350,000			—			453,898
2024															2,983			—		588,212			300,000			891,195
Thereafter	85,916			—		—			900,000			985,916			70,073			—		—			950,000			1,020,073
Total Debt	116,421			275,000		1,195,487			1,100,000			2,686,908			98,362			101,000		1,043,212			1,250,000			2,492,574
Premium, net	—			—		—			13,980			13,980			—			—		—			7,325			7,325
Deferred financing costs, net	(1,746		)	—		(5,713		)	(7,462		)	(14,921		)	(1,296		)	—		(10,102		)	(9,155		)	(20,553		)
Total Debt, Net	$	114,675		$	275,000	$	1,189,774		$	1,106,518		$	2,685,967		$	97,066		$	101,000	$	1,033,110		$	1,248,170		$	2,479,346


⁽¹⁾	Excludes $14.2 million and $0.4 million of principal balance and deferred financing costs, net, respectively, secured by 2 skilled nursing/transitional care facilities classified as held for sale as of March 31, 2020. See Note 5, “Impairment of Real Estate, Assets Held for Sale and Dispositions,” for additional information.


⁽²⁾	Revolving Credit Facility is subject to ~~two~~2 six-month extension options.

8. DERIVATIVE AND HEDGING INSTRUMENTS

The Company is exposed to various market risks, including the potential loss arising from adverse changes in interest rates and foreign exchange rates. The Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates and foreign exchange rates. The Company’s derivative financial instruments are used to manage differences in the amount of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.

Certain of the Company’s foreign operations expose the Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value in the Company’s functional currency, the U.S. dollar, of the Company’s investment in foreign operations, the cash receipts and payments related to these foreign operations and payments of interest and principal under Canadian dollar denominated debt. The Company enters into derivative financial instruments to protect the value of its foreign investments and fix a portion of the interest payments for certain debt obligations. The Company does not enter into derivatives for speculative purposes.

Cash Flow Hedges

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and collars as part of its interest rate risk management strategy. In May 2019, the Company terminated ~~three~~3 forward starting interest rate swaps, resulting in a payment to counterparties totaling $12.6 million. The balance of the loss in other comprehensive income will be reclassified to earnings through 2029. As of ~~June 30, 2019,~~March 31, 2020, approximately ~~$2.5~~$10.2 million of ~~gains,~~losses, which are included in accumulated other comprehensive income, are expected to be reclassified into earnings in the next 12 months.

Net Investment Hedges

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

The following presents the notional amount of derivative instruments as of the dates indicated (in thousands):


	June 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Derivatives designated as cash flow hedges:
Denominated in U.S. Dollars ⁽¹⁾	$	1,490,000	$	1,045,000	$	1,740,000	$	1,490,000
Denominated in Canadian Dollars	$	125,000	$	125,000
Denominated in Canadian Dollars ⁽²⁾					$	250,000	$	125,000

Derivatives designated as net investment hedges:
Denominated in Canadian Dollars	$	54,941	$	55,401	$	54,301	$	54,489

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

Derivatives not designated as net investment hedges:
Denominated in Canadian Dollars	$	1,359	$	899	$	1,999	$	1,811

⁽¹⁾Balance includes ~~four~~4 forward starting interest rate swaps and ~~one~~1 forward starting interest rate collar with an effective date of August 2020 and ~~two~~2 forward starting interest rate swaps and ~~one~~1 forward starting interest rate collar with an effective date of January ~~2021 that were entered into as of June 30, 2019.~~2021. The forward starting interest rate swaps and forward starting interest rate collars have an aggregate initial notional amount of $645.0 million accreting to $845.0 million in January 2023. Balance as of March 31, 2020 also includes 6 forward starting interest rate swaps with an effective date of May 2024 and an aggregate notional amount of $250.0 million.


⁽²⁾	Balance as of March 31, 2020 includes 2 forward starting interest rate swaps with an effective date of January 2021 and an aggregate notional amount of CAD $125.0 million.

Derivative and Financial Instruments Designated as Hedging Instruments

The following is a summary of the derivative and financial instruments designated as hedging instruments held by the Company at ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 (dollars in thousands):


		Count as of June 30, 2019		Fair Value					Maturity Dates					Count as of March 31, 2020		Fair Value					Maturity Dates
Type	Designation		June 30, 2019			December 31, 2018			Maturity Dates	Balance Sheet Location		Designation		Count as of March 31, 2020	March 31, 2020			December 31, 2019			Maturity Dates	Balance Sheet Location
Assets:		Count as of June 30, 2019
Interest rate swaps	Cash flow	10		$	7,704		$	25,184	2020 - 2023		Accounts receivable, prepaid expenses and other assets, net		Cash flow	—		$	—		$	4,239	N/A		Accounts receivable, prepaid expenses and other assets, net
Forward starting interest rate swaps	Cash flow	6		128			—		2024		Accounts receivable, prepaid expenses and other assets, net		Cash flow	4		549			—		2034		Accounts receivable, prepaid expenses and other assets, net
Cross currency interest rate swaps	Net investment	2		2,796			4,160		2025		Accounts receivable, prepaid expenses and other assets, net		Net investment	2		7,525			3,238		2025		Accounts receivable, prepaid expenses and other assets, net
				$	10,628		$	29,344								$	8,074		$	7,477

Liabilities:
Interest rate swaps													Cash flow	12		$	8,831		$	—	2020-2023		Accounts payable and accrued liabilities
Forward starting interest rate swaps	Cash flow	—		$	—		$	4,529	2029		Accounts payable and accrued liabilities		Cash flow	10		$	27,055		$	494	2024-2034		Accounts payable and accrued liabilities
Forward starting interest rate collars	Cash flow	2		73			—		2024		Accounts payable and accrued liabilities		Cash flow	2		2,525			132		2024		Accounts payable and accrued liabilities
CAD term loan	Net investment	1		95,488			91,700		2022		Term loans, net		Net investment	1		88,213			96,025		2024		Term loans, net
				$	95,561		$	96,229								$	126,624		$	96,651

The following presents the effect of the Company’s derivative and financial instruments designated as hedging instruments on the condensed consolidated statements of income and the condensed consolidated statements of equity for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ (in thousands):


	(Loss) Gain Recognized in Other Comprehensive (Loss) Income											(Loss) Gain Recognized in Other Comprehensive (Loss) Income
	Three Months Ended June 30,					Six Months Ended June 30,						Three Months Ended March 31,
	2019			2018		2019			2018		Income Statement Location	2020			2019			Income Statement Location

Cash Flow Hedges:
Interest rate products	$	(8,126	)	$	4,009	$	(19,737	)	$	13,132	Interest expense	$	(40,475	)	$	(11,611	)	Interest expense
Net Investment Hedges:
Foreign currency products	(42		)	898		(1,276		)	1,505		N/A	4,187			(1,234		)	N/A
CAD term loan	(1,863		)	1,750		(3,788		)	4,425		N/A	7,813			(1,925		)	N/A

	$	(10,031	)	$	6,657	$	(24,801	)	$	19,062		$	(28,475	)	$	(14,770	)


	Gain Reclassified from Accumulated Other Comprehensive Income into Income									Gain Reclassified from Accumulated Other Comprehensive Income into Income
	Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
	2019		2018		2019		2018		Income Statement Location	2020		2019		Income Statement Location

Cash Flow Hedges:
Interest rate products	$	1,695	$	633	$	3,608	$	583	Interest expense	$	237	$	1,913	Interest expense

The gain in the table above related to interest rate products was reclassified from accumulated other comprehensive income into interest expense. Interest expense totaled $33.6 million and $69.9 million for the ~~three and six~~ ~~months ended June 30, 2019, respectively, and $36.8 million and $72.6 million for the~~ ~~three and six~~ ~~months ended June 30, 2018, respectively.~~

During the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018, no~~0 cash flow hedges were determined to be ineffective.

Derivatives Not Designated as Hedging Instruments

As of ~~June 30, 2019,~~March 31, 2020, the Company had ~~one~~1 outstanding cross currency interest rate swap, of which a portion was not designated as a hedging instrument, in an asset position with a fair value of ~~$68,000~~$0.3 million and included this amount in accounts receivable, prepaid expenses and other assets, net on the condensed consolidated balance sheets. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2020, the Company recorded $0.2 million of other income related to this portion of the derivative not designated as a hedging instrument. During the three months ended March 31, 2019, the Company recorded ~~$1,000 and $7,000, respectively,~~$6,000 of other expense related to ~~this derivative~~a portion of a cross currency interest rate swap not designated as a hedging instrument.

Offsetting Derivatives

The Company enters into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 (in thousands):


	As of June 30, 2019																							As of March 31, 2020
	Gross Amounts of Recognized Assets / Liabilities			Gross Amounts Offset in the Balance Sheet				Net Amounts of Assets / Liabilities presented in the Balance Sheet				Gross Amounts Not Offset in the Balance Sheet												Gross Amounts of Recognized Assets / Liabilities			Gross Amounts Offset in the Balance Sheet			Net Amounts of Assets / Liabilities presented in the Balance Sheet			Gross Amounts Not Offset in the Balance Sheet
			Financial Instruments								Cash Collateral Received				Net Amount							Financial Instruments					Gross Amounts Offset in the Balance Sheet		Cash Collateral Received				Net Amount
Offsetting Assets:	Gross Amounts of Recognized Assets / Liabilities
Derivatives	$	10,628		Gross Amounts Offset in the Balance Sheet		$	—			$	10,628			$	(73	)		$	—			$	10,555	Gross Amounts of Recognized Assets / Liabilities		$	8,074		$			—		$	8,074		$	(8,074	)		$	—	$	—
Offsetting Liabilities:
Derivatives	$	73		$	—			$	73			$	(73	)		$	—			$	—			$	38,411		$	—		$	38,411		$	(8,074	)	$	—			$	30,337


	As of December 31, 2018																							As of December 31, 2019
	Gross Amounts of Recognized Assets / Liabilities			Gross Amounts Offset in the Balance Sheet				Net Amounts of Assets / Liabilities presented in the Balance Sheet				Gross Amounts Not Offset in the Balance Sheet												Gross Amounts of Recognized Assets / Liabilities			Gross Amounts Offset in the Balance Sheet			Net Amounts of Assets / Liabilities presented in the Balance Sheet			Gross Amounts Not Offset in the Balance Sheet
			Financial Instruments								Cash Collateral Received				Net Amount							Financial Instruments					Gross Amounts Offset in the Balance Sheet		Cash Collateral Received				Net Amount
Offsetting Assets:	Gross Amounts of Recognized Assets / Liabilities
Derivatives	$	29,344		Gross Amounts Offset in the Balance Sheet		$	—			$	29,344			$	(2,069	)		$	—			$	27,275	Gross Amounts of Recognized Assets / Liabilities		$	7,477		$			—		$	7,477		$	(544	)		$	—	$	6,933
Offsetting Liabilities:
Derivatives	$	4,529		$	—			$	4,529			$	(2,069	)		$	—			$	2,460			$	626		$	—		$	626		$	(544	)	$	—			$	82

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision pursuant to which the Company could be declared in default on the derivative obligation if the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender. As of ~~June 30, 2019,~~March 31, 2020, the 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 ~~$16,000.~~$31.1 million. As of ~~June 30, 2019,~~March 31, 2020, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at ~~June 30, 2019,~~March 31, 2020, it could have been required to settle its obligations under the agreements at their termination value of ~~$16,000.~~$30.3 million.

9. 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~~Agreement are reasonable estimates of fair value because of the short-term maturities of these instruments. Fair values for other financial instruments are derived as follows:

Loans receivable: These instruments are presented on the accompanying condensed consolidated balance sheets at their amortized cost and not at fair value. The fair values of the loans receivable were estimated using an internal valuation model that considered the expected cash flows for the loans receivable, as well as the underlying collateral value and other credit enhancements as applicable. The Company utilized discount rates ranging from 6% to 25% with a weighted average rate of 15% in its fair value calculation. As such, the Company classifies these instruments as Level 3.

Preferred equity investments: These instruments are presented on the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair values of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows for the preferred equity investments, the underlying collateral value and other credit enhancements. The Company utilized discount rates ranging from 12% to 15% with a weighted average rate of 12% in its fair value calculation. As such, the Company classifies these instruments as Level 3.

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

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

Secured indebtedness: These instruments are presented on the accompanying condensed consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums/discounts and not at fair value. The fair values of the Company’s secured debt were estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. The Company utilized rates ranging from 3% to 4% with a weighted average rate of 3% in its fair value calculation. As such, the Company classifies these instruments as Level 3.

The following are the face values, carrying amounts and fair values of the Company’s financial instruments as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 whose carrying amounts do not approximate their fair value (in thousands):


	June 30, 2019						December 31, 2018						March 31, 2020						December 31, 2019
	Face Value ⁽¹⁾		Carrying Amount ⁽²⁾		Fair Value		Face Value ⁽¹⁾		Carrying Amount ⁽²⁾		Fair Value		Face Value ⁽¹⁾		Carrying Amount ⁽²⁾		Fair Value		Face Value ⁽¹⁾		Carrying Amount ⁽²⁾		Fair Value
Financial assets:
Loans receivable	$	72,728	$	66,876	$	63,977	$	96,492	$	69,460	$	65,797	$	67,545	$	62,393	$	53,985	$	67,527	$	63,070	$	59,832
Preferred equity investments	43,915		44,327		44,280		43,851		44,262		43,825		25,793		25,977		26,186		43,893		44,304		44,493
Financial liabilities:
Senior Notes	1,100,000		1,106,518		1,143,537		1,300,000		1,307,394		1,270,877		1,250,000		1,248,170		1,176,155		1,250,000		1,248,773		1,328,714
Secured indebtedness	116,421		114,675		108,446		117,464		115,679		101,820		98,362		97,066		94,383		114,777		113,070		105,510


⁽¹⁾	Face value represents amounts contractually due under the terms of the respective agreements.


⁽²⁾	Carrying amount represents the book value of financial instruments, including unamortized premiums/discounts and deferred financing costs.

The Company determined the fair value of financial instruments as of ~~June 30, 2019~~March 31, 2020 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 (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)				Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	Total				Total
Financial assets:
Loans receivable	$	63,977	$	—			$	—		$	63,977	$	53,985	$	—	$	—	$	53,985
Preferred equity investments	44,280		—			—			44,280	26,186			—		—		26,186
Financial liabilities:
Senior Notes	1,143,537		—			1,143,537			—	1,176,155			—		1,176,155		—
Secured indebtedness	108,446		—			—			108,446	94,383			—		—		94,383

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

Items Measured at Fair Value on a Recurring Basis

During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, 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 (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
	Total				Total
Recurring Basis:
Financial assets:
Interest rate swaps	$	7,704	$	—		$	7,704	$	—
Forward starting interest rate swaps	128		—			128		—		549	—	549	—
Cross currency interest rate swaps	2,796		—			2,796		—		7,525	—	7,525	—
Financial liabilities:
Interest rate swaps										8,831	—	8,831	—
Forward starting interest rate swaps										27,055	—	27,055	—
Forward starting interest rate collars	73		—			73		—		2,525	—	2,525	—

10. EQUITY

~~Preferred Stock~~

On March 21, 2013, the Company completed an underwritten public offering of 5,750,000 shares of 7.125% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) at a price of $25.00 per share, pursuant to an effective registration statement.

The Company redeemed all 5,750,000 shares of its Series A Preferred Stock on June 1, 2018 (the “Redemption Date”) for $25.00 per share, plus accrued and unpaid dividends to, but not including, the Redemption Date, without interest, in the amount of $0.4453125 per share of Series A Preferred Stock, for a total redemption price per share of Series A Preferred Stock equal to $25.4453125. As a result of the redemption, the Company incurred a charge of $5.5 million related to the original issuance costs of the Series A Preferred Stock during the three months ended June 30, 2018.

Common Stock

On ~~February 25,~~December 11, 2019, the Company ~~entered into~~established an at-the-market equity ~~distribution agreement~~offering program (the ~~“Distribution Agreement”~~“ATM Program”) ~~with~~pursuant to which shares of its common stock having an aggregate gross sales price of up to $400.0 million may be sold from time to time (i) by the Company through a consortium of banks acting as sales agents ~~(the “Sales Agents”) to sell shares of its common stock having aggregate gross proceeds of up to $500.0 million from time to time through the Sales Agents (the “ATM Program”).~~

~~Pursuant~~or directly to the ~~terms~~banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement. The use of a forward sale agreement would allow the ~~Distribution Agreement, the shares may be sold by any method permitted by law deemed~~Company to ~~be an “at-the-market” offering, including, without limitation, sales made directly~~lock in a share price on the Nasdaq Global Select Market, on any other existing trading market for the Company’s common stock or to or through a market maker (which may include block transactions). In addition, with the Company’s prior consent, the Sales Agents may also sell the shares in privately negotiated transactions. The Company will pay each Sales Agent a commission of up to 1.5% of the gross proceeds from the salessale of shares ~~sold pursuant to~~at the ~~Distribution Agreement. The offering of shares pursuant to~~time the ~~Distribution Agreement will terminate upon~~agreement is effective, but defer receiving the ~~earlier of (i)~~proceeds from the sale of the ~~maximum aggregate amount of the~~ shares ~~subject to the Distribution Agreement, or (ii) the termination of the Distribution Agreement as permitted therein.~~until a later date. The ~~offering of shares pursuant to the Distribution Agreement~~Company may also ~~be suspended as permitted therein.~~elect to cash settle or net share settle all or a portion of its obligations under any forward sale agreement.

During the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, the Company sold ~~11.1~~0.2 million shares under the ATM Program at an average price of ~~$19.59~~$20.33 per share, generating gross proceeds of ~~$217.3~~$3.9 million, before ~~$3.3 million~~$58,000 of commissions. As of ~~June 30, 2019,~~March 31, 2020, the Company had ~~$282.7~~$336.1 million available under the ATM Program.

The following table lists the cash dividends on common stock declared and paid by the Company during the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020:

Declaration Date Record Date Amount Per Share Dividend Payable Date
February 5, 2019 February 15, 2019 $ 0.45
February 28, 2019
May 8, 2019 May 20, 2019 $ 0.45
May 31, 2019



Declaration Date	Record Date	Amount Per Share		Dividend Payable Date
February 4, 2020	February 14, 2020	$	0.45	February 28, 2020

During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, the Company issued ~~114,185~~161,338 shares of common stock as a result of restricted stock unit vestings.

Upon any payment of shares to employees as a result of restricted stock unit vestings, the employees’ related tax withholding obligation will generally be satisfied by the Company, reducing the number of shares to be delivered by a number of shares necessary to satisfy the related applicable tax withholding obligation. During the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ the Company incurred ~~$1.3~~$0.9 million and ~~$0.2~~$1.3 million, respectively, in tax withholding obligations on behalf of its employees that were satisfied through a reduction in the number of shares delivered to those participants.

Accumulated Other Comprehensive ~~(Loss) Income~~Loss

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

June 30, 2019 December 31, 2018
Foreign currency translation loss $ (2,186 ) $ (2,193 )
Unrealized (loss) gain on cash flow hedges (8,750 ) 14,494

Total accumulated other comprehensive (loss) income $ (10,936 ) $ 12,301



	March 31, 2020			December 31, 2019
Foreign currency translation loss	$	191		$	(1,516	)
Unrealized loss on cash flow hedges	(51,564		)	(10,872		)

Total accumulated other comprehensive loss	$	(51,373	)	$	(12,388	)

11. EARNINGS PER COMMON SHARE

The following table illustrates the computation of basic and diluted earnings per share for the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 and ~~2018~~2019 (in thousands, except share and per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2019		2018		2019		2018		2020		2019
Numerator
Net income attributable to common stockholders	$	83,677	$	193,580	$	5,973	$	253,490
Net income (loss) attributable to common stockholders									$	35,217	$	(77,704	)

Denominator
Basic weighted average common shares and common equivalents	181,567,464		178,314,750		179,984,959		178,304,733		205,395,330		178,385,984
Dilutive restricted stock units	686,636		369,274		652,100		296,056		610,955		—

Diluted weighted average common shares	182,254,100		178,684,024		180,637,059		178,600,789		206,006,285		178,385,984

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

Basic common share	$	0.46	$	1.09	$	0.03	$	1.42	$	0.17	$	(0.44	)

Diluted common share	$	0.46	$	1.08	$	0.03	$	1.42	$	0.17	$	(0.44	)

During the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019,, approximately ~~1,100~~6,300 and ~~2,900~~3,100 restricted stock units, respectively, were not included in computing diluted earnings per share because they were considered anti-dilutive. During the three and six months ended June 30, 2018, approximately 35,300 and 46,000 restricted stock units, respectively, were not included in computing diluted earnings per share because they were considered anti-dilutive. No stock options were outstanding as of June 30, 2019, and no stock options were considered anti-dilutive during the three and six months ended June 30, 2018.

12. SUMMARIZED CONDENSED CONSOLIDATING INFORMATION

~~In connection with the offerings of the 2023 Notes and the~~The 2024 Notes are issued by the ~~Issuers, the Company~~Operating Partnership and ~~certain 100% owned subsidiaries of the Company (the “Guarantors”) have, jointly and severally,~~ fully and unconditionally guaranteed, jointly and severally, by the ~~2023 Notes~~Company and one of the ~~2024 Notes,~~Company’s non-operating subsidiaries, subject to release under certain customary circumstances as described below. In connection with the Operating Partnership’s assumption of the 2026 Notes, ~~as a result of the CCP Merger,~~ the Company has fully and unconditionally guaranteed the 2026 Notes, subject to release under certain circumstances as described below. The 2029 Notes are issued by the Operating Partnership and guaranteed, fully and unconditionally, by the Company.

These guarantees are subordinated to all existing and future senior debt and senior guarantees of the ~~Guarantors~~applicable 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~~guarantor will be automatically and unconditionally released from its obligations under the ~~guarantees~~guarantee with respect to ~~the 2023 Notes and~~ the 2024 Notes in the event of:

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

A merger or consolidation of athe subsidiary ~~Guarantor~~guarantor with ~~an issuer of~~ the ~~2023 Notes~~Operating Partnership or the ~~2024 Notes or another Guarantor,~~Company, provided that the surviving entity remains a ~~Guarantor;~~

~~With respect to the 2023 Notes, a subsidiary Guarantor is declared “unrestricted” for covenant purposes under the indenture governing the 2023 Notes;~~guarantor;

The requirements for legal defeasance or covenant defeasance or to discharge the indentures governing the ~~2023 Notes or the~~ 2024 Notes have been satisfied;

A liquidation or dissolution, to the extent permitted under the ~~indentures~~indenture governing ~~the 2023 Notes or~~ the 2024 Notes, of athe subsidiary ~~Guarantor;~~guarantor;

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; or

~~With respect to the 2024 Notes, if~~If the subsidiary ~~Guarantor~~guarantor is not a guarantor or is not otherwise liable in respect of any obligations under any credit facility (as defined in the indenture governing the 2024 Notes) of the Company or any of its subsidiaries.

The Company will be automatically and unconditionally released from its obligations under the ~~guarantees~~guarantee with respect to the 2026 Notes in the event of:

A liquidation or dissolution, to the extent permitted under the indenture governing the 2026 Notes;

A merger or consolidation, provided that the surviving entity remains a ~~Guarantor;~~guarantor; or

The requirements for legal defeasance or covenant defeasance or to discharge the indenture governing the 2026 Notes have been satisfied.

Pursuant to amended Rule 3-10 of Regulation S-X, the following aggregate summarized ~~condensed consolidating~~financial information is provided for the Company (the “Parent Company”), the Operating Partnership and Sabra ~~Capital Corporation, the Guarantors, and the Company’s non-Guarantor subsidiaries with respect to the 2023 Notes and~~Health Care, L.L.C. (the guarantor subsidiary of the 2024 ~~Notes.~~Notes). This aggregate summarized financial information has been prepared from the books and records maintained by the Company, the Operating Partnership and Sabra ~~Capital Corporation, the Guarantors and the non-Guarantor subsidiaries.~~Health Care, L.L.C. The aggregate summarized financial information ~~may~~does not include the investments in non-guarantor subsidiaries nor the earnings from non-guarantor subsidiaries and therefore is not necessarily be indicative of the results of operations or financial position had the Operating Partnership and Sabra ~~Capital Corporation, the Guarantors or non-Guarantor subsidiaries~~Health Care, L.L.C. operated as independent entities. ~~Sabra’s investments in its consolidated subsidiaries are presented based upon Sabra’s proportionate share~~Intercompany transactions have been eliminated. The aggregate summarized balance sheet information as of ~~each subsidiary’s net assets. The Guarantor subsidiaries’ investments in the non-Guarantor subsidiaries~~March 31, 2020 and ~~non-Guarantor subsidiaries’ investments in Guarantor subsidiaries are presented under the equity method of accounting. Intercompany activities between subsidiaries~~December 31, 2019 and ~~the Parent Company are presented within operating activities on the condensed consolidating~~aggregate summarized statement of ~~cash flows.~~

~~Condensed consolidating financial statements~~loss information for the Company and its subsidiaries, including the Parent Company only, the Operating Partnership only, Sabra Capital Corporation only, the combined Guarantor subsidiaries and the combined non-Guarantor subsidiaries, arethree months ended March 31, 2020 is as ~~follows:~~

~~CONDENSED CONSOLIDATING BALANCE SHEET~~

~~June 30, 2019~~

~~(in~~follows (in thousands)

~~(unaudited)~~:

Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾

Parent
Company⁽¹⁾

Operating Partnership⁽²⁾

Sabra Capital Corporation⁽³⁾

Combined
Guarantor
Subsidiaries of 2023 Notes and 2024 Notes⁽⁴⁾

Combined Non-
Guarantor
Subsidiaries of 2023 Notes and 2024 Notes⁽⁵⁾
Elimination Consolidated
Assets
Real estate investments, net of accumulated depreciation $ 294
$ —
$ —
$ 1,423,107
$ 3,955,473
$ —
$ 5,378,874
Loans receivable and other investments, net (726 ) —
—
55,453
56,476
—
111,203
Investment in unconsolidated joint venture —
—
—
—
328,207
—
328,207
Cash and cash equivalents 38,500
—
—
2,604
6,491
—
47,595
Restricted cash —
—
—
1,881
7,998
—
9,879
Lease intangible assets, net —
—
—
9,299
99,578
—
108,877
Accounts receivable, prepaid expenses and other assets, net 4,433
17,873
—
29,119
95,671
(8,552 ) 138,544
Intercompany 1,993,632
2,035,256
—
—
—
(4,028,888 ) —
Investment in subsidiaries 1,253,100
1,690,158
—
34,271
—
(2,977,529 ) —
Total assets $ 3,289,233
$ 3,743,287
$ —
$ 1,555,734
$ 4,549,894
$ (7,014,969 ) $ 6,123,179

Liabilities
Secured debt, net $ —
$ —
$ —
$ —
$ 114,675
$ —
$ 114,675
Revolving credit facility —
275,000
—
—
—
—
275,000
Term loans, net —
1,095,102
—
94,672
—
—
1,189,774
Senior unsecured notes, net —
1,106,518
—
—
—
—
1,106,518
Accounts payable and accrued liabilities 33,135
13,567
—
2,002
60,483
(8,552 ) 100,635
Lease intangible liabilities, net —
—
—
—
76,201
—
76,201
Intercompany —
—
—
664,912
3,363,976
(4,028,888 ) —
Total liabilities 33,135
2,490,187
—
761,586
3,615,335
(4,037,440 ) 2,862,803

Total Sabra Health Care REIT, Inc. stockholders’ equity 3,256,098
1,253,100
—
794,148
930,281
(2,977,529 ) 3,256,098
Noncontrolling interests —
—
—
—
4,278
—
4,278
Total equity 3,256,098
1,253,100
—
794,148
934,559
(2,977,529 ) 3,260,376
Total liabilities and equity $ 3,289,233
$ 3,743,287
$ —
$ 1,555,734
$ 4,549,894
$ (7,014,969 ) $ 6,123,179


⁽¹⁾	~~The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes.~~


⁽²⁾	~~The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes.~~


⁽³⁾	~~Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes.~~


⁽⁴⁾	~~The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁵⁾	~~The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes.

~~CONDENSED CONSOLIDATING BALANCE SHEET~~

~~December 31, 2018~~

~~(in thousands)~~

~~(unaudited)~~

Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾

Parent
Company⁽¹⁾

Operating Partnership⁽²⁾

Sabra Capital Corporation⁽³⁾

Combined
Guarantor
Subsidiaries of 2023 Notes and 2024 Notes⁽⁴⁾

Combined Non-
Guarantor
Subsidiaries of 2023 Notes and 2024 Notes⁽⁵⁾
Elimination Consolidated
Assets
Real estate investments, net of accumulated depreciation $ 317
$ —
$ —
$ 1,453,451
$ 4,399,777
$ —
$ 5,853,545
Loans receivable and other investments, net (560 ) —
—
50,534
63,748
—
113,722
Investment in unconsolidated joint venture —
—
—
—
340,120
—
340,120
Cash and cash equivalents 40,835
—
—
3,508
5,887
—
50,230
Restricted cash —
—
—
1,820
7,608
—
9,428
Lease intangible assets, net —
—
—
13,947
117,150
—
131,097
Accounts receivable, prepaid expenses and other assets, net 798
37,075
—
58,704
81,603
(11,019 ) 167,161
Intercompany 1,972,059
2,646,669
—
—
—
(4,618,728 ) —
Investment in subsidiaries 1,258,715
1,629,795
—
33,083
—
(2,921,593 ) —
Total assets $ 3,272,164
$ 4,313,539
$ —
$ 1,615,047
$ 5,015,893
$ (7,551,340 ) $ 6,665,303

Liabilities
Secured debt, net $ —
$ —
$ —
$ —
$ 115,679
$ —
$ 115,679
Revolving credit facility —
624,000
—
—
—
—
624,000
Term loans, net —
1,094,177
—
90,753
—
—
1,184,930
Senior unsecured notes, net —
1,307,394
—
—
—
—
1,307,394
Accounts payable and accrued liabilities 21,750
29,253
—
2,570
52,273
(11,019 ) 94,827
Lease intangible liabilities, net —
—
—
—
83,726
—
83,726
Intercompany —
—
—
810,394
3,808,334
(4,618,728 ) —
Total liabilities 21,750
3,054,824
—
903,717
4,060,012
(4,629,747 ) 3,410,556

Total Sabra Health Care REIT, Inc. stockholders’ equity 3,250,414
1,258,715
—
711,330
951,548
(2,921,593 ) 3,250,414
Noncontrolling interests —
—
—
—
4,333
—
4,333
Total equity 3,250,414
1,258,715
—
711,330
955,881
(2,921,593 ) 3,254,747
Total liabilities and equity $ 3,272,164
$ 4,313,539
$ —
$ 1,615,047
$ 5,015,893
$ (7,551,340 ) $ 6,665,303



	March 31, 2020			December 31, 2019

Total assets	$	70,689		$	52,597

Total liabilities	2,378,729			2,241,501


	Three Months Ended March 31, 2020

Total revenues	12

Total expenses	30,349

Net loss	(30,820		)

Net loss attributable to common stockholders	(30,820		)


⁽¹⁾	~~The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes.~~


⁽²⁾	~~The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes.~~


⁽³⁾	~~Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes.~~


⁽⁴⁾	~~The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁵⁾	~~The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes.

~~CONDENSED CONSOLIDATING STATEMENT OF INCOME~~

~~For the~~ ~~Three Months Ended~~ ~~June 30, 2019~~

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

~~(unaudited)~~

Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾

Parent
Company⁽¹⁾

Operating Partnership⁽²⁾

Sabra Capital Corporation⁽³⁾

Combined
Guarantor
Subsidiaries of 2023 Notes and 2024 Notes⁽⁴⁾

Combined Non-
Guarantor
Subsidiaries of 2023 Notes and 2024 Notes⁽⁵⁾
Elimination Consolidated
Revenues:
Rental and related revenues $ —
$ —
$ —
$ 30,097
$ 92,073
$ (9,370 ) $ 112,800
Interest and other income 91
1,896
—
68,198
2,206
(1,896 ) 70,495
Resident fees and services —
—
—
—
36,071
—
36,071
Total revenues 91
1,896
—
98,295
130,350
(11,266 ) 219,366
Expenses:
Depreciation and amortization 12
—
—
15,559
33,905
—
49,476
Interest —
31,616
—
2,666
1,222
(1,896 ) 33,608
Triple-net portfolio operating expenses —
—
—
156
6,084
—
6,240
Senior housing - managed portfolio operating expenses —
—
—
—
33,609
(9,370 ) 24,239
General and administrative 7,706
31
—
1
321
—
8,059
Provision for doubtful accounts, straight-line rental income and loan losses 193
—
—
—
—
—
193
Impairment of real estate —
—
—
—
2,002
—
2,002
Total expenses 7,911
31,647
—
18,382
77,143
(11,266 ) 123,817
Other (expense) income:
Loss on extinguishment of debt —
(10,119 ) —
—
—
—
(10,119 )
Other (expense) income —
(109 ) —
108
—
—
(1 )
Net gain on sales of real estate —
—
—
190
2,565
—
2,755
Total other (expense) income —
(10,228 ) —
298
2,565
—
(7,365 )
Income in subsidiary 91,406
131,385
—
1,691
—
(224,482 ) —
Income before loss from unconsolidated joint venture and income tax expense 83,586
91,406
—
81,902
55,772
(224,482 ) 88,184
Loss from unconsolidated joint venture —
—
—
—
(3,647 ) —
(3,647 )
Income tax benefit (expense) 91
—
—
(542 ) (403 ) —
(854 )
Net income 83,677
91,406
—
81,360
51,722
(224,482 ) 83,683
Net income attributable to noncontrolling interests —
—
—
—
(6 ) —
(6 )
Net income attributable to common stockholders $ 83,677
$ 91,406
$ —
$ 81,360
$ 51,716
$ (224,482 ) $ 83,677
Net income attributable to common stockholders, per:
Basic common share $ 0.46
Diluted common share $ 0.46
Weighted-average number of common shares outstanding, basic 181,567,464
Weighted-average number of common shares outstanding, diluted 182,254,100


⁽¹⁾	~~The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes.~~


⁽²⁾	~~The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes.~~


⁽³⁾	~~Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes.~~


⁽⁴⁾	~~The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁵⁾	~~The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes.

~~CONDENSED CONSOLIDATING STATEMENT OF INCOME~~

~~For the~~ ~~Three Months Ended~~ ~~June 30, 2018~~

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

~~(unaudited)~~

Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾

Parent
Company⁽¹⁾

Operating Partnership⁽²⁾

Sabra Capital Corporation⁽³⁾

Combined
Guarantor
Subsidiaries of 2023 Notes and 2024 Notes⁽⁴⁾

Combined Non-
Guarantor
Subsidiaries of 2023 Notes and 2024 Notes⁽⁵⁾
Elimination Consolidated
Revenues:
Rental and related revenues $ —
$ —
$ —
$ 36,355
$ 112,194
$ (4,320 ) $ 144,229
Interest and other income 40
96
—
1,180
3,333
(96 ) 4,553
Resident fees and services —
—
—
—
17,530
—
17,530
Total revenues 40
96
—
37,535
133,057
(4,416 ) 166,312
Expenses:
Depreciation and amortization 222
—
—
11,795
34,811
—
46,828
Interest —
33,415
—
810
2,628
(96 ) 36,757
Senior housing - managed portfolio operating expenses —
—
—
—
16,619
(4,320 ) 12,299
General and administrative 8,121
14
—
368
880
—
9,383
Provision for (recovery of) doubtful accounts, straight-line rental income and loan losses 311
—
—
(985 ) —
—
(674 )
Impairment of real estate —
—
—
881
—

—
881
Total expenses 8,654
33,429
—
12,869
54,938
(4,416 ) 105,474
Other income:
Other income (expense) —
32
—
(32 ) —
—
—
Net gain on sales of real estate —
—
—
41,520
101,383
—
142,903
Total other income —
32
—
41,488
101,383
—
142,903
Income in subsidiary 209,456
242,758
—
1,871
—
(454,085 ) —
Income before loss from unconsolidated joint venture and income tax expense 200,842
209,457
—
68,025
179,502
(454,085 ) 203,741
Loss from unconsolidated joint venture —
—
—
—
(2,347 ) —
(2,347 )
Income tax expense (55 ) (1 ) —
(489 ) (60 ) —
(605 )
Net income 200,787
209,456
—
67,536
177,095
(454,085 ) 200,789
Net income attributable to noncontrolling interests —
—
—
—
(2 ) —
(2 )
Net income attributable to Sabra Health Care REIT, Inc. 200,787
209,456
—
67,536
177,093
(454,085 ) 200,787
Preferred stock dividends (7,207 ) —
—
—
—
—
(7,207 )
Net income attributable to common stockholders $ 193,580
$ 209,456
$ —
$ 67,536
$ 177,093
$ (454,085 ) $ 193,580
Net income attributable to common stockholders, per:
Basic common share $ 1.09
Diluted common share $ 1.08
Weighted-average number of common shares outstanding, basic 178,314,750
Weighted-average number of common shares outstanding, diluted 178,684,024


⁽¹⁾	~~The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes.~~


⁽²⁾	~~The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes.~~


⁽³⁾	~~Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes.~~


⁽⁴⁾	~~The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁵⁾	~~The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes.

~~CONDENSED CONSOLIDATING STATEMENT OF INCOME~~

~~For the Six Months Ended June 30, 2019~~

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

~~(unaudited)~~

Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾

Parent
Company⁽¹⁾

Operating Partnership⁽²⁾

Sabra Capital Corporation⁽³⁾

Combined
Guarantor
Subsidiaries of 2023 Notes and 2024 Notes⁽⁴⁾

Combined Non-
Guarantor
Subsidiaries of 2023 Notes and 2024 Notes⁽⁵⁾
Elimination Consolidated
Revenues:
Rental and related revenues $ —
$ —
$ —
$ 59,398
$ 183,536
$ (13,747 ) $ 229,187
Interest and other income 120
1,991
—
69,429
4,271
(1,991 ) 73,820
Resident fees and services —
—
—
—
53,132
—
53,132
Total revenues 120
1,991
—
128,827
240,939
(15,738 ) 356,139
Expenses:
Depreciation and amortization 24
—
—
27,241
67,160
—
94,425
Interest —
65,891
—
3,567
2,459
(1,991 ) 69,926
Triple-net portfolio operating expenses —
—
—
1,170
10,359
—
11,529
Senior housing - managed portfolio operating expenses —
—
—
—
50,026
(13,747 ) 36,279
General and administrative 15,236
62
—
276
669
—
16,243
Provision for doubtful accounts, straight-line rental income and loan losses 166
—
—
—
1,234
—
1,400
Impairment of real estate —
—
—
—
105,136
—
105,136
Total expenses 15,426
65,953
—
32,254
237,043
(15,738 ) 334,938
Other (expense) income:
Loss on extinguishment of debt —
(10,119 ) —
—
—
—
(10,119 )
Other (expense) income —
(608 ) —
601
177
—
170
Net (loss) gain on sales of real estate —
—
—
(180 ) 1,415
—
1,235
Total other (expense) income —
(10,727 ) —
421
1,592
—
(8,714 )
Income in subsidiary 21,629
96,318
—
3,361
—
(121,308 ) —
Income before loss from unconsolidated joint venture and income tax expense 6,323
21,629
—
100,355
5,488
(121,308 ) 12,487
Loss from unconsolidated joint venture —
—
—
—
(5,030 ) —
(5,030 )
Income tax expense (350 ) —
—
(647 ) (469 ) —
(1,466 )
Net income 5,973
21,629
—
99,708
(11 ) (121,308 ) 5,991
Net income attributable to noncontrolling interests —
—
—
—
(18 ) —
(18 )
Net income attributable to common stockholders $ 5,973
$ 21,629
$ —
$ 99,708
$ (29 ) $ (121,308 ) $ 5,973
Net income attributable to common stockholders, per:
Basic common share $ 0.03
Diluted common share $ 0.03
Weighted-average number of common shares outstanding, basic 179,984,959
Weighted-average number of common shares outstanding, diluted 180,637,059


⁽¹⁾	~~The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes.~~


⁽²⁾	~~The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes.~~


⁽³⁾	~~Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes.~~


⁽⁴⁾	~~The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁵⁾	~~The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes.

~~CONDENSED CONSOLIDATING STATEMENT OF INCOME~~

~~For the Six Months Ended June 30, 2018~~

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

~~(unaudited)~~

Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾

Parent
Company⁽¹⁾

Operating Partnership⁽²⁾

Sabra Capital Corporation⁽³⁾

Combined
Guarantor
Subsidiaries of 2023 Notes and 2024 Notes⁽⁴⁾

Combined Non-
Guarantor
Subsidiaries of 2023 Notes and 2024 Notes⁽⁵⁾
Elimination Consolidated
Revenues:
Rental and related revenues $ —
$ —
$ —
$ 71,569
$ 225,468
$ (8,553 ) $ 288,484
Interest and other income 50
208
—
2,413
6,428
(208 ) 8,891
Resident fees and services —
—
—
—
35,023
—
35,023
Total revenues 50
208
—
73,982
266,919
(8,761 ) 332,398
Expenses:
Depreciation and amortization 443
—
—
24,130
70,260
—
94,833
Interest —
65,980
—
1,601
5,202
(208 ) 72,575
Senior housing - managed portfolio operating expenses —
—
—
—
32,976
(8,553 ) 24,423
General and administrative 14,279
29
—
783
2,489
—
17,580
Provision for (recovery of) doubtful accounts, straight-line rental income and loan losses 2,492
—
—
(1,956 ) 3
—
539
Impairment of real estate —
—
—
1,413
—
—
1,413
Total expenses 17,214
66,009
—
25,971
110,930
(8,761 ) 211,363
Other income:
Other income 1,977
233
—
378
232
—
2,820
Net gain on sales of real estate —
—
—
41,520
100,911
—
142,431
Total other income 1,977
233
—
41,898
101,143
—
145,251
Income in subsidiary 278,798
344,367
—
3,725
—
(626,890 ) —
Income before loss from unconsolidated joint venture and income tax expense 263,611
278,799
—
93,634
257,132
(626,890 ) 266,286
Loss from unconsolidated joint venture —
—
—
—
(1,901 ) —
(1,901 )
Income tax expense (353 ) (1 ) —
(542 ) (219 ) —
(1,115 )
Net income 263,258
278,798
—
93,092
255,012
(626,890 ) 263,270
Net income attributable to noncontrolling interests —
—
—
—
(12 ) —
(12 )
Net income attributable to Sabra Health Care REIT, Inc. 263,258
278,798
—
93,092
255,000
(626,890 ) 263,258
Preferred stock dividends (9,768 ) —
—
—
—
—
(9,768 )
Net income attributable to common stockholders $ 253,490
$ 278,798
$ —
$ 93,092
$ 255,000
$ (626,890 ) $ 253,490
Net income attributable to common stockholders, per:
Basic common share $ 1.42
Diluted common share $ 1.42
Weighted-average number of common shares outstanding, basic 178,304,733
Weighted-average number of common shares outstanding, diluted 178,600,789


⁽¹⁾	~~The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes.~~


⁽²⁾	~~The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes.~~


⁽³⁾	~~Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes.~~


⁽⁴⁾	~~The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁵⁾	~~The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes.

~~CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME~~

~~For the~~ ~~Three Months Ended~~ ~~June 30, 2019~~

~~(dollars in thousands)~~

~~(unaudited)~~


⁽¹⁾	~~The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes.~~


⁽²⁾	~~The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes.~~


⁽³⁾	~~Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes.~~


⁽⁴⁾	~~The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁵⁾	~~The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes.

~~CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME~~

~~For the~~ ~~Three Months Ended~~ ~~June 30, 2018~~

~~(dollars in thousands)~~

~~(unaudited)~~


⁽¹⁾	~~The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes.~~


⁽²⁾	~~The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes.~~


⁽³⁾	~~Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes.~~


⁽⁴⁾	~~The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁵⁾	~~The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes.

~~CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME~~

~~For the Six Months Ended June 30, 2019~~

~~(dollars in thousands)~~

~~(unaudited)~~


⁽¹⁾	~~The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes.~~


⁽²⁾	~~The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes.~~


⁽³⁾	~~Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes.~~


⁽⁴⁾	~~The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁵⁾	~~The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes.

~~CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME~~

~~For the Six Months Ended June 30, 2018~~

~~(dollars in thousands)~~

~~(unaudited)~~


⁽¹⁾	~~The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes.~~


⁽²⁾	~~The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes.~~


⁽³⁾	~~Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes.~~


⁽⁴⁾	~~The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁵⁾	~~The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes.

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~For the~~ ~~Six Months Ended June 30, 2019~~

~~(in thousands)~~

~~(unaudited)~~

Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾

Parent
Company⁽¹⁾

Operating Partnership⁽²⁾

Sabra Capital Corporation⁽³⁾

Combined
Guarantor
Subsidiaries of 2023 Notes and 2024 Notes⁽⁴⁾

Combined Non-
Guarantor
Subsidiaries of 2023 Notes and 2024 Notes⁽⁵⁾
Elimination Consolidated
Net cash (used in) provided by operating activities $ 185,681
$ —
$ —
$ 438
$ 5,759
$ —
$ 191,878
Cash flows from investing activities:

Origination and fundings of loans receivable —
—
—
(5,400 ) (3,423 ) —
(8,823 )
Additions to real estate —
—
—
(4,009 ) (4,587 ) —
(8,596 )
Repayments of loans receivable —
—
—
92
10,010
—
10,102
Repayments of preferred equity investments —
—
—
2,463
—
—
2,463
Net proceeds from the sales of real estate —
—
—
22,605
300,131
—
322,736
Distribution from subsidiaries 2,531
2,531
—
—
—
(5,062 ) —
Intercompany financing (240,387 ) 319,921
—
—
—
(79,534 ) —
Net cash (used in) provided by investing activities (237,856 ) 322,452
—
15,751
302,131
(84,596 ) 317,882
Cash flows from financing activities:

Net repayments of revolving credit facility —
(349,000 ) —
—
—
—
(349,000 )
Proceeds from issuance of senior unsecured notes —
300,000
—
—
—
—
300,000
Principal payments on senior unsecured notes —
(500,000 )

—
—
—
(500,000 )
Principal payments on secured debt —
—
—
—
(1,703 ) —
(1,703 )
Payments of deferred financing costs —
(4,413 ) —
—
—
—
(4,413 )
Payments related to extinguishment of debt —
(6,895 ) —
—
—
—
(6,895 )
Distributions to noncontrolling interest —
—
—
—
(73 ) —
(73 )
Issuance of common stock, net 211,575
—
—
—
—
—
211,575
Dividends paid on common stock (161,735 ) —
—
—
—
—
(161,735 )
Distribution to parent —
(2,531 ) —
—
(2,531 ) 5,062
—
Intercompany financing —
240,387
—
(17,230 ) (302,691 ) 79,534
—
Net cash provided by (used in) financing activities 49,840
(322,452 ) —
(17,230 ) (306,998 ) 84,596
(512,244 )
Net (decrease) increase in cash, cash equivalents and restricted cash (2,335 ) —
—
(1,041 ) 892
—
(2,484 )
Effect of foreign currency translation on cash, cash equivalents and restricted cash —
—
—
198
102
—
300
Cash, cash equivalents and restricted cash, beginning of period 40,835
—
—
5,328
13,495
—
59,658
Cash, cash equivalents and restricted cash, end of period $ 38,500
$ —
$ —
$ 4,485
$ 14,489
$ —
$ 57,474


⁽¹⁾	~~The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes.~~


⁽²⁾	~~The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes.~~


⁽³⁾	~~Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes.~~


⁽⁴⁾	~~The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁵⁾	~~The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes.

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~For the~~ ~~Six Months Ended June 30, 2018~~

~~(in thousands)~~

~~(unaudited)~~

Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾

Parent
Company⁽¹⁾

Operating Partnership⁽²⁾

Sabra Capital Corporation⁽³⁾

Combined
Guarantor
Subsidiaries of 2023 Notes and 2024 Notes⁽⁴⁾

Combined Non-
Guarantor
Subsidiaries of 2023 Notes and 2024 Notes⁽⁵⁾
Elimination Consolidated
Net cash provided by operating activities $ 204,440
$ —
$ —
$ 1,014
$ 6,099
$ —
$ 211,553
Cash flows from investing activities:
Acquisition of real estate —
—
—
(29,711 ) (184,271 ) —
(213,982 )
Origination and fundings of loans receivable —
—
—
(1,973 ) (26,184 ) —
(28,157 )
Origination and fundings of preferred equity investments —
—
—
(945 ) —
—
(945 )
Additions to real estate (40 ) —
—
(4,660 ) (12,117 ) —
(16,817 )
Repayments of loans receivable —
—
—
6,577
32,310
—
38,887
Repayments of preferred equity investments —
—
—
375
—
—
375
Investment in unconsolidated JV —
—
—
—
(354,461 ) —
(354,461 )
Net proceeds from the sales of real estate —
—
—
78,072
200,129
—
278,201
Distribution from subsidiaries 2,669
2,669
—
—
—
(5,338 ) —
Intercompany financing (378,485 ) (413,473 ) —
—
—
791,958
—
Net cash (used in) provided by investing activities (375,856 ) (410,804 ) —
47,735
(344,594 ) 786,620
(296,899 )
Cash flows from financing activities:

Net borrowings from revolving credit facility —
35,000
—
—
—
—
35,000
Principal payments on secured debt —
—
—
—
(2,128 ) —
(2,128 )
Payments of deferred financing costs —
(12 ) —
—
—
—
(12 )
Distributions to noncontrolling interest —
—
—
—
(72 ) —
(72 )
Preferred stock redemption (143,750 ) —
—
—
—
—
(143,750 )
Issuance of common stock, net (499 ) —
—
—
—
—
(499 )
Dividends paid on common and preferred stock (164,736 ) —
—
—
—
—
(164,736 )
Distribution to parent —
(2,669 ) —
—
(2,669 ) 5,338
—
Intercompany financing —
378,485
—
(8,130 ) 421,603
(791,958 ) —
Net cash (used in) provided by financing activities (308,985 ) 410,804
—
(8,130 ) 416,734
(786,620 ) (276,197 )
Net (decrease) increase in cash, cash equivalents and restricted cash (480,401 ) —
—
40,619
78,239
—
(361,543 )
Effect of foreign currency translation on cash, cash equivalents and restricted cash —
—
—
(146 ) (106 ) —
(252 )
Cash, cash equivalents and restricted cash, beginning of period 511,670
—
—
6,761
69,018
—
587,449
Cash, cash equivalents and restricted cash, end of period $ 31,269
$ —
$ —
$ 47,234
$ 147,151
$ —
$ 225,654


⁽¹⁾	~~The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes.~~


⁽²⁾	~~The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes.~~


⁽³⁾	~~Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes.~~


⁽⁴⁾	~~The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁵⁾	~~The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes.~~


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes.

13. COMMITMENTS AND CONTINGENCIES

Environmental

As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. The Company is not aware of any environmental liability that could have a material adverse effect on its financial condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s properties, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to the properties could result in future environmental liabilities. As of ~~June 30, 2019,~~March 31, 2020, the Company does not expect that compliance with existing environmental laws will have a material adverse effect on the Company’s financial condition and results of operations.

Legal Matters

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

14. SUBSEQUENT EVENTS

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

Dividend Declaration

On ~~August 7, 2019,~~May 6, 2020, the ~~Company announced that its~~Company’s board of directors declared a quarterly cash dividend of ~~$0.45~~$0.30 per share of common stock. The dividend will be paid on ~~August 30, 2019~~May 29, 2020 to common stockholders of record as of the close of business on ~~August 20, 2019.~~May 18, 2020.

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 ~~2018~~2019 Annual Report on Form 10-K and Part II, Item 1A of ~~our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.~~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. We primarily generate revenues by leasing properties to tenants and owning properties operated by third-party property managers throughout the United States (“U.S.”) and Canada.

Our investment portfolio is primarily comprised of skilled nursing/transitional care facilities, senior housing communities and specialty hospitals and other facilities, in each case leased to third-party operators; senior housing communities operated by third-party property managers pursuant to property management agreements (“Senior Housing - Managed”); investments in loans receivable; preferred equity investments and an investment in an unconsolidated joint venture.

~~In 2017~~Recent disruptions in the equity and 2018, we completed a series of transactions—including our merger with CCP (“CCP Merger”), sales of 67 facilities leased to Genesis Healthcare, Inc., investment in an unconsolidated joint venture with Enlivant and TPG Real Estate (“Enlivant Joint Venture”) and entry into our new Credit Facility (as defined below)—thatdebt markets have significantly ~~enhanced our scale and~~ increased our ~~diversification. Additionally, Sabra has substantially completed the repositioning~~cost of ~~the CCP portfolio, which included a combination of lease modifications, working~~ capital ~~advances, transitioning facilities~~and have made it difficult to ~~other Sabra tenants~~establish market values for potential real estate investments, and ~~strategic sales or closures of underperforming facilities (including the sales of Senior Care Centers facilities described below under “—Dispositions”).~~

~~Following these transactions,~~accordingly we do not expect to ~~continue~~make any material real estate investments as long as these market conditions persist.

Should market conditions improve, we expect to grow our investment portfolio while diversifying our portfolio by tenant, facility type and geography within the healthcare sector. We plan to achieve these objectives primarily through making investments directly or indirectly in healthcare real estate, including the development of ~~purpose built~~purpose-built healthcare facilities with select developers. We also intend to achieve our objective of diversifying our portfolio by tenant and facility type through select asset sales and other arrangements with our tenants.

We expect ~~to continue~~ to grow our portfolio primarily through the acquisition of assisted living, independent living and memory care communities in the U.S. and Canada and through the acquisition of skilled nursing/transitional care and behavioral health facilities in the U.S. We have and, should market conditions improve, expect to 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 communities 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, renovating or expanding 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 - Managed communities, mezzanine and secured debt investments, and joint ventures for senior housing communities and skilled nursing/transitional care facilities. We also expect to continue to enhance the strength of our investment portfolio by selectively

disposing of underperforming facilities or working with new or existing operators to transfer underperforming but promising properties to new operators.

With respect to our debt and preferred equity investments, in general, we originate loans and make preferred equity investments when an attractive investment opportunity is presented and (a) the property is in or near the development phase, (b) the development of the property is completed but the operations of the facility are not yet stabilized or (c) the loan investment will provide capital to existing relationships. A key component of our development strategy related to loan originations and preferred equity investments is 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 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 proprietary development pipeline 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.

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 referred to as an 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”), of which we are the sole general partner and a wholly owned subsidiary of ours is currently the only limited partner, or by subsidiaries of the Operating Partnership.

COVID-19

Since first being reported in Wuhan, China in December 2019, COVID-19 has spread globally, including to every state in the United States and more than 175 countries. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The outbreak has led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. The COVID-19 pandemic and measures to prevent its spread are expected to negatively impact us and our operations in our fiscal quarter ending June 30, 2020 and beyond, in a number of ways, including but not limited to:

Decreased occupancy and increased operating costs for our tenants and borrowers, which may adversely impact their ability to make full and timely rental payments and debt service payments, respectively, to us. In some cases, we may have to restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place. Reduced or modified rental and debt service amounts could result in the determination that the full amounts of our investments are not recoverable, which could result in an impairment charge.

Decreased occupancy and increased operating costs within our Senior Housing - Managed portfolio and in our 49% equity interest in a joint venture with affiliates of Enlivant and TPG Real Estate, the real estate platform of TPG, that owns senior housing communities managed by Enlivant (the “Enlivant Joint Venture”), which may negatively impact the operating results of these investments. Prolonged deterioration in the operating results for these investments could result in the determination that the full amounts of our investments are not recoverable, which could result in an impairment charge.

Our financial results as of and for the three months ended March 31, 2020 reflect the results of our evaluation of the impact of COVID-19 on our business including, but not limited to, our evaluation of impairments of long-lived assets, measurement of credit losses on financial instruments, evaluation of any lease modifications, estimates of fair value and our ability to continue as a going concern.

Acquisitions

During the three months ended March 31, 2020, we acquired two senior housing communities and one Senior Housing - Managed community for an aggregate $83.4 million. See Note 3, “Recent Real Estate Acquisitions,” in the Notes to Condensed Consolidated Financial Statements for additional information regarding this acquisition.

Dispositions

During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, we completed the sale of 31three skilled nursing/transitional care facilities ~~and seven senior housing communities~~ for aggregate consideration, net of closing costs, of ~~$315.0~~$6.8 million. The net carrying value of the assets and liabilities of these facilities was ~~$313.8~~$7.0 million, which resulted in an aggregate ~~$1.2~~$0.2 million net ~~gain~~loss on sale.

On February 15, 2019, we entered into a settlement agreement with Senior Care Centers in connection with the notices of default and lease termination we issued to Senior Care Centers during the third quarter of 2018. In accordance with the order entered by the bankruptcy court in March 2019, the settlement agreement provided for the discharge of our claims against Senior Care Centers in exchange for $9.5 million of settlement payments, a portion of which was applied to pay post-petition rent. We recorded $0.5 million and $6.2 million of such post-petition rent during the three and six months ended June 30, 2019, respectively. On April 1, 2019, we completed the sale of 28 facilities (26 skilled nursing/transitional care facilities and two senior housing communities) previously operated by Senior Care Centers and received gross sales proceeds of $282.5 million. In connection with the sale, we entered into an agreement to indemnify the buyer from certain costs, expenses and liabilities related to the historical operations of the facilities by Senior Care Centers. In May 2019, we transitioned eight facilities previously operated by Senior Care Centers to a current operator in the Sabra portfolio, and we expect to sell the remaining two facilities operated by Senior Care Centers. During the six months ended June 30, 2019, we recorded an impairment charge of $92.2 million related to the Senior Care Centers facilities, which includes $10.2 million related to our estimated contractual indemnification obligations.

~~Holiday~~

On December 19, 2018, we entered into a letter of intent to terminate our triple-net master lease with Holiday Retirement (“Holiday”) with respect to all 21 senior housing communities subject to the master lease (the “Holiday Communities”) and concurrently enter into management agreements pursuant to which Holiday would manage the Holiday Communities. On April 1, 2019, we completed the conversion of the Holiday Communities to our Senior Housing - Managed portfolio and recognized lease termination income of $66.9 million, which includes a $57.2 million lease termination payment received in exchange for terminating the Holiday master lease and a $9.7 million gain related to the assumption of fixed assets net of liabilities.

~~At-The-Market Common Stock Offering Program~~

On February 25, 2019, we established the $500.0 million ATM Program (as defined below). During the three and six months ended June 30, 2019, we sold 11.1 million shares under the ATM Program, generating gross proceeds of $217.3 million, before $3.3 million of commissions.

~~Senior Unsecured Notes~~

On May 29, 2019, we completed an underwritten public offering of $300.0 million aggregate principal amount of 4.80% senior unsecured notes due 2024, resulting in net proceeds of $295.3 million after deducting underwriting discounts and other offering expenses.

On June 29, 2019, we redeemed all $500.0 million aggregate principal amount outstanding of the 5.5% senior unsecured notes due 2021 at a premium of 101.375%, plus accrued and unpaid interest. The redemption resulted in $10.1 million of redemption related costs and write-offs, including $6.9 million in payments made to noteholders and legal fees for early redemption and $3.2 million of write-offs associated with unamortized deferred financing and premium costs.

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 Part II, Item 7 of our ~~2018~~2019 Annual Report on Form 10-K filed with the SEC. ~~Except for the impact of Topic 842, as discussed in Note 2, “Summary of Significant Accounting Policies,” in the Notes to Condensed Consolidated Financial Statements, there~~There have been no significant changes to our critical accounting policies during the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020.

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 ~~June 30,~~March 31, 2020, our investment portfolio included 427 real estate properties held for investment, two assets held for sale, one investment in a direct financing lease, 19 investments in loans receivable, six preferred equity investments and one investment in an unconsolidated joint venture. As of March 31, 2019, our investment portfolio included ~~432~~437 real estate properties held for investment, 30 assets held for sale, one investment in a direct financing lease, 20 investments in loans receivable, nine preferred equity investments and one investment in an unconsolidated joint venture. As of June 30, 2018, our investment portfolio included 487 real estate properties held for investment, one asset held for sale, one investment in a direct financing lease, 22 investments in loans receivable, 13 preferred equity investments and one investment in an unconsolidated joint venture. In general, we expect that income and expenses related to our portfolio will fluctuate in future periods in comparison to the corresponding prior periods as a result of investment and disposition activity and anticipated future changes in our portfolio. The results of operations presented are not directly comparable due to ongoing acquisition and disposition activity.

Comparison of results of operations for the three months ended ~~June 30, 2019~~March 31, 2020 versus the three months ended ~~June 30, 2018~~March 31, 2019 (dollars in thousands):


	Three Months Ended June 30,						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⁾
	2019			2018						2020						2019
Revenues:
Rental and related revenues	$	112,800		$	144,229		$	(31,429	)				(22	)%	$	(18,323		)		$	(13,106	)	$	106,512		$	116,387		$	(9,875	)		(8	)%	$	(4,050	)	$	(5,825	)
Interest and other income	70,495			4,553			65,942				1,448	%		(1,268	)		67,210		2,851				3,325			(474		)	(14	)%		(570		)	96
Resident fees and services	36,071			17,530			18,541				106	%		(466	)		19,007		39,983				17,061			22,922			134	%		2,280			20,642
Expenses:
Depreciation and amortization	49,476			46,828			2,648				6	%		(4,359	)		7,007		44,168				44,949			(781		)	(2	)%		(1,661		)	880
Interest	33,608			36,757			(3,149		)		(9	)%		—			(3,149	)	25,704				36,318			(10,614		)	(29	)%		—			(10,614		)
Triple-net portfolio operating expenses	6,240			—			6,240				NM			—			6,240		4,901				5,289			(388		)	(7	)%		(124		)	(264		)
Senior housing - managed portfolio operating expenses	24,239			12,299			11,940				97	%		(351	)		12,291		27,261				12,040			15,221			126	%		1,947			13,274
General and administrative	8,059			9,383			(1,324		)		(14	)%		(276	)		(1,048	)	8,761				8,184			577			7	%		—			577
Provision for (recovery of) doubtful accounts, straight-line rental income and loan losses	193			(674		)	867				(129	)%		—			867
Provision for loan losses and other reserves																			667				1,207			(540		)	(45	)%		—			(540		)
Impairment of real estate	2,002			881			1,121				127	%		—			1,121		—				103,134			(103,134		)	NM			(97,105		)	(6,029		)
Other (expense) income:
Loss on extinguishment of debt	(10,119		)	—			(10,119		)		NM			—			(10,119	)
Net gain on sales of real estate	2,755			142,903			(140,148		)		(98	)%		(140,148	)		—
Other income (expense):
Other income																			2,259				171			2,088			1,221	%		—			2,088
Net loss on sales of real estate																			(217		)		(1,520		)	1,303			(86	)%		1,303			—
Loss from unconsolidated joint venture	(3,647		)	(2,347		)	(1,300		)		55	%		(1,690	)		390		(3,667		)		(1,383		)	(2,284		)	165	%		(1,729		)	(555		)
Income tax expense	(854		)	(605		)	(249		)		41	%		—			(249	)	(1,042		)		(612		)	(430		)	70	%		—			(430		)


⁽¹⁾	Represents the dollar amount increase (decrease) for the three months ended ~~June 30, 2019~~March 31, 2020 compared to the three months ended ~~June 30, 2018~~March 31, 2019 as a result of investments/dispositions made after ~~April~~January 1, ~~2018~~2019.


⁽²⁾	Represents the dollar amount increase (decrease) for the three months ended ~~June 30, 2019~~March 31, 2020 compared to the three months ended ~~June 30, 2018~~March 31, 2019 that is not a direct result of investments/dispositions made after ~~April~~January 1, ~~2018.~~2019.

Rental and Related Revenues

During the three months ended ~~June 30, 2019,~~March 31, 2020, we recognized ~~$112.8~~$106.5 million of rental income compared to ~~$144.2~~$116.4 million for the three months ended ~~June 30, 2018.~~March 31, 2019. The ~~$31.4~~$9.9 million net decrease in rental income is primarily related to (i) a ~~$19.5~~$5.9 million decrease from properties disposed of after ~~April~~January 1, ~~2018,~~2019 and (ii) ~~a $9.8~~an $8.8 million decrease from the 21 Holiday ~~Communities~~communities that were transitioned to Senior Housing - Managed communities in April 2019, (iii) a $5.2 million net decrease primarily related to lease restructurings and leases that we concluded should no longer be accounted for on an accrual basis as a result of adopting Accounting Standards Update (“ASU”) 2016-02, Leases, as amended by subsequent ASUs (“Topic 842”), consisting of a $3.1 million net decrease in earned cash rents and a $2.8 million net decrease in straight-line rental income, partially offset by a $0.7 million net increase in above/below market lease intangible amortization, and (iv) a $3.3 million decrease related to the 10 remaining Senior Care Centers facilities, eight of which were transitioned to a new operator.2019. These amounts were partially offset by (i) a ~~$4.8~~$1.9 million increase from properties acquired after January 1, 2019, (ii) a $1.0 million increase related to property tax recoveries ~~due~~and (iii) a $0.9 million increase related to ~~the adoption of Topic 842, which now requires lessor costs that are paid by the lessor and reimbursed by the lessee~~facilities transitioned to ~~be included in the measurement of variable lease revenue and the associated expense, and an increase of $1.1 million from properties acquired after April 1, 2018.~~ new operators.

Our reported rental and related revenues may be subject to increased variability in the future as a result of adopting Topic 842. However, there can be no assurances regarding the timing and amount of these collections. 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 ~~June 30, 2019~~March 31, 2020 and ~~2018.~~2019.

Interest and Other Income

Interest and other income primarily consists of income earned on our loans receivable investments, preferred returns earned on our preferred equity investments and income on the direct financing lease. During the three months ended ~~June 30, 2019,~~March 31, 2020, we recognized ~~$70.5~~$2.9 million of interest and other income compared to ~~$4.6~~$3.3 million for the three months ended ~~June 30,~~

~~2018.~~March 31, 2019. The net ~~increase~~decrease of ~~$65.9~~$0.5 million is primarily due to ~~(i) $66.9~~a $0.6 million ofdecrease in income related to the transition of the Holiday Communities to our Senior Housing- Managed portfolio, consisting of a $57.2 million lease termination payment and a $9.7 million gain related to the assumption of fixed assets net of liabilities and (ii) an increase of $0.5 million related to interest income from loans receivable investments made after April 1, 2018, partially offset by a decrease of $1.8 million from investments that were repaid after ~~April~~January 1, ~~2018. The remaining~~2019, partially offset by a $0.1 million increase ~~is due to~~in income ~~on additional fundings for loans receivable~~from investments made ~~before April~~after January 1, ~~2018.~~2019.

Resident Fees and Services

During the three months ended ~~June 30, 2019,~~March 31, 2020, we recognized ~~$36.1~~$40.0 million of resident fees and services compared to ~~$17.5~~$17.1 million for the three months ended ~~June 30, 2018.~~March 31, 2019. The ~~$18.5~~$22.9 million net increase is primarily related to ~~an $18.9~~ (i) a $20.0

million increase from the 21 Holiday ~~Communities~~communities and one Senior Housing - Leased community that were transitioned to Senior Housing - Managed communities in April 2019 ~~partially offset by~~and December 2019, respectively, and (ii) a ~~$0.5~~$2.3 million ~~decrease~~increase from ~~one~~two Senior Housing - Managed ~~community disposed of~~communities acquired after ~~April~~January 1, ~~2018.~~2019.

Depreciation and Amortization

During the three months ended ~~June 30, 2019,~~March 31, 2020, we incurred ~~$49.5~~$44.2 million of depreciation and amortization expense compared to ~~$46.8~~$44.9 million for the three months ended ~~June 30, 2018.~~March 31, 2019. The ~~$2.6~~$0.8 million net ~~increase in depreciation and amortization expense~~decrease is primarily ~~related to (i) a $5.7 million increase~~ due to ~~the acceleration~~a decrease of ~~lease intangible amortization related to the transition~~$3.0 million from properties disposed of ~~the 21 Holiday Communities to Senior Housing - Managed communities in April~~after January 1, 2019, ~~(ii)~~partially offset by a ~~$0.9 million increase due to the acceleration of lease intangible amortization in connection with the transition of six skilled nursing/transitional care facilities to new operators and (iii) a $0.5~~$1.4 million increase from properties acquired after ~~April~~January 1, ~~2018, partially offset by~~2019. The remaining decrease is primarily related to assets that were fully amortized or written-off in a ~~$4.9 million decrease from properties disposed of after April 1, 2018.~~prior period.

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 ~~June 30, 2019,~~March 31, 2020, we incurred ~~$33.6~~$25.7 million of interest expense compared to ~~$36.8~~$36.3 million for the three months ended ~~June 30, 2018.~~March 31, 2019. The ~~$3.1~~$10.6 million net decrease is primarily related to (i) an aggregate $10.2 million decrease in interest expense related to the redemptions of the 5.5% senior unsecured notes due 2021 in June 2019 and the 5.375% senior unsecured notes due 2023 in October 2019, (ii) a ~~$3.4~~$5.6 million decrease in interest expense related to the borrowings outstanding on the Revolving Credit Facility (as defined below) and ~~(ii)~~(iii) a ~~$1.4~~$2.0 million decrease in interest expense related to ~~our secured borrowings primarily due to~~ the ~~repayment~~partial pay down of ~~five mortgage notes during 2018,~~the U.S. dollar term loan, which were partially offset by ~~(i) a $1.4~~an aggregate $7.5 million increase in interest expense related to the ~~issuance of the 2024 Notes (as defined below), including $1.0 million of incremental interest expense related to the redemption of the 2021 Notes (as defined below) occurring after the issuance~~issuances of the 2024 Notes and ~~(ii) a $0.3 million increase in interest expense related to our U.S. dollar term loans primarily due to an increase in interest rates.~~2029 Notes (both as defined below).

Triple-Net Portfolio Operating Expenses

During the three months ended ~~June 30, 2019,~~March 31, 2020, we recognized ~~$6.2~~$4.9 million of triple-net portfolio operating expenses ~~of which $4.8~~compared to $5.3 million ~~is due to~~for the adoption of Topic 842, which now requires lessor costs that are paid by the lessor and reimbursed by the lessee to be included in the measurement of variable lease revenue and the associated expense and the remaining $1.4three months ended March 31, 2019. The $0.4 million net decrease is primarily ~~due~~related to ~~property taxes that are not expected to be reimbursed by our tenants.~~properties disposed of after January 1, 2019.

Senior Housing - Managed Portfolio Operating Expenses

During the three months ended ~~June 30, 2019,~~March 31, 2020, we recognized ~~$24.2~~$27.3 million of Senior Housing - Managed portfolio operating expenses compared to ~~$12.3~~$12.0 million for the three months ended ~~June 30, 2018.~~March 31, 2019. The ~~$11.9~~$15.2 million net increase is primarily ~~related~~due to ~~an $11.9~~a $12.9 million increase from the 21 Holiday ~~Communities that were transitioned to Senior Housing - Managed~~ communities ~~in April 2019, partially offset by a $0.3 million decrease from~~and one Senior Housing - ~~Managed~~Leased community ~~disposed of after April 1, 2018.~~

~~General and Administrative Expenses~~

General and administrative expenses include compensation-related expenses as well as professional services, office costs, other costs associated with asset management, and merger and acquisition costs. During the three months ended ~~June 30, 2019, general and administrative expenses were~~ ~~$8.1 million~~ ~~compared to~~ ~~$9.4 million~~ ~~during the three months ended~~ ~~June 30, 2018~~. The $1.3 million net decrease is primarily related to (i) a $1.1 million decrease in legal expenses primarily due to expenses incurred during the three months ended June 30, 2018 related to the previously anticipated refinancing of certain Senior Notes (as defined below) and the recovery of previously reserved cash rental income and (ii) a $0.3 million decrease in transition expenses related to the CCP Merger. We expect expensed merger and acquisition costs to fluctuate from period to period depending on acquisition activity and whether these acquisitions are considered business combinations.

~~Provision for (Recovery of) Doubtful Accounts, Straight-Line Rental Income and Loan Losses~~

During the three months ended June 30, 2019, we recognized a $0.2 million provision for doubtful accounts, straight-line rental income and loan losses, all of which was associated with loan loss reserves. During the three months ended June 30, 2018, we recognized a $0.7 million net recovery of doubtful accounts, straight-line rental income and loan losses, which was comprised of a $1.0 million recovery of previously reserved cash rental income, partially offset by a $0.1 million increase in reserves on straight-line rental income and a $0.2 million increase in loan loss reserves.

~~Impairment of Real Estate~~

During the three months ended June 30, 2019, we recognized $2.0 million of impairment of real estate related to four skilled nursing/transitional care facilities. During the three months ended June 30, 2018, we recognized $0.9 million of impairment of real estate related to one skilled nursing/transition care facility.

~~Loss on Extinguishment of Debt~~

During the three months ended June 30, 2019, we recognized a $10.1 million loss on extinguishment of debt in connection with the redemption of the 2021 Notes, including $6.9 million in payments made to noteholders and legal fees for early redemption and $3.2 million of write-offs associated with unamortized deferred financing and premium costs. During the three months ended June 30, 2018, we did not recognize any loss on extinguishment of debt.

~~Net Gain on Sales of Real Estate~~

During the three months ended June 30, 2019, we recognized an aggregate net gain on the sales of real estate of $2.8 million related to the disposition of 28 skilled nursing/transitional care facilities and seven senior housing communities. During the three months ended June 30, 2018, we recognized an aggregate net gain on the sales of real estate of $142.9 million related to the disposition of 32 skilled nursing/transitional care facilities and four senior housing communities.

~~Loss from Unconsolidated Joint Venture~~

During the three months ended June 30, 2019, we recognized $3.6 million of loss from the Enlivant Joint Venture compared to $2.3 million for the three months ended June 30, 2018. The $1.3 million net increase is primarily related to (i) a $1.7 million net loss on the sale of two senior housing communities and (ii) a $0.5 million increase in interest expense primarily due to an increase in interest rates, partially offset by a $0.6 million increase in revenues net of operating expenses primarily due to increased occupancy and rates.

~~Income Tax Expense~~

During the three months ended June 30, 2019, we recognized $0.9 million of income tax expense compared to $0.6 million for the three months ended June 30, 2018. The increase is primarily due to the increase in Senior Housing - Managed communities.

~~Comparison of results of operations for the six months ended June 30, 2019 versus the six months ended June 30, 2018 (dollars in thousands):~~

Six Months Ended June 30, Increase / (Decrease) Percentage
Difference
Variance due to Acquisitions, Originations and Dispositions ⁽¹⁾

Remaining Variance ⁽²⁾
2019 2018
Revenues:
Rental and related revenues $ 229,187
$ 288,484
$ (59,297 ) (21 )% $ (32,748 ) $ (26,549 )
Interest and other income 73,820
8,891
64,929
730 % (2,517 ) 67,446
Resident fees and services 53,132
35,023
18,109
52 % (931 ) 19,040
Expenses:
Depreciation and amortization 94,425
94,833
(408 ) — % (6,400 ) 5,992
Interest 69,926
72,575
(2,649 ) (4 )% —
(2,649 )
Triple-net portfolio operating expenses 11,529
—
11,529
NM
—
11,529
Senior housing - managed portfolio operating expenses 36,279
24,423
11,856
49 % (712 ) 12,568
General and administrative 16,243
17,580
(1,337 ) (8 )% (1,575 ) 238
Provision for doubtful accounts, straight-line rental income and loan losses 1,400
539
861
160 % —
861
Impairment of real estate 105,136
1,413
103,723
7,341 % 68,558
35,165
Other (expense) income:
Loss on extinguishment of debt (10,119 ) —
(10,119 ) NM
—
(10,119 )
Other (expense) income 170
2,820
(2,650 ) (94 )% —
(2,650 )
Net gain on sales of real estate 1,235
142,431
(141,196 ) (99 )% (141,196 ) —
Loss from unconsolidated joint venture (5,030 ) (1,901 ) (3,129 ) 165 % (1,690 ) (1,439 )
Income tax expense (1,466 ) (1,115 ) (351 ) 31 % —
(351 )


⁽¹⁾	Represents the dollar amount increase (decrease) for the six months ended June 30, 2019 compared to the six months ended June 30, 2018 as a result of investments/dispositions made after January 1, 2018.


⁽²⁾	Represents the dollar amount increase (decrease) for the six months ended June 30, 2019 compared to the six months ended June 30, 2018 that is not a direct result of investments/dispositions made after January 1, 2018.

~~Rental and Related Revenues~~

During the six months ended June 30, 2019, we recognized $229.2 million of rental income compared to $288.5 million for the six months ended June 30, 2018. The $59.3 million net decrease in rental income is primarily due to (i) a $36.0 million decrease from properties disposed of after January 1, 2018, (ii) a $18.5 million decrease primarily related to lease restructurings and leases that we concluded should no longer be accounted for on an accrual basis as a result of adopting Topic 842, consisting of a $9.0 million net decrease in earned cash rents, a $5.1 million net decrease in straight-line rental income and a $4.4 million net decrease primarily due to the acceleration of above/below market lease intangible amortization, (iii) a $10.9 million decrease from the 21 Holiday Communities that were transitioned to Senior Housing - Managed communities in April 2019 and (iv) a $6.5 million decrease related to the 10 remaining Senior Care Centers facilities, eight of which were transitioned to a new operator. These amounts were partially offset by a $9.0 million increase related to property tax recoveries due to the adoption of Topic 842, which now requires lessor costs that are paid by the lessorDecember 2019, respectively, and reimbursed by the lessee to be included in the measurement of variable lease revenue and the associated expense, and an increase of $3.3 million from properties acquired after April 1, 2018. Our reported rental and related revenues may be subject to increased variability in the future as a result of adopting Topic 842. However, there can be no assurances regarding the timing and amount of these collections. 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 six months ended June 30, 2019 and 2018.

~~Interest and Other Income~~

2019, we recognized $73.8 million of interest and other income compared to $8.9 million for the six months ended June 30, 2018. The net increase of $64.9 million is primarily due to (i) $66.9 million of income related to the transition of the Holiday Communities to our Senior Housing- Managed portfolio, consisting of a $57.2 million lease termination payment and a $9.7 million gain related to the assumption of fixed assets net of liabilities and (ii) an increase of $1.0 million related to interest income from loans receivable investments made after January 1, 2018, partially offset by a decrease of $3.5 million from investments that were repaid after January 1, 2018. The remaining increase is due to income on additional fundings for loans receivable investments made before January 1, 2018.

~~Resident Fees and Services~~

During the six months ended June 30, 2019, we recognized $53.1 million of resident fees and services compared to $35.0 million for the six months ended June 30, 2018. The $18.1 million net increase is primarily due to an $18.9$1.9 million increase from ~~the 21 Holiday Communities that were transitioned to~~two Senior Housing - Managed communities ~~in April 2019, partially offset by a $0.9 million decrease from one Senior Housing - Managed community disposed of after January 1, 2018.~~

~~Depreciation and Amortization~~

During the six months ended June 30, 2019, we incurred $94.4 million of depreciation and amortization expense compared to $94.8 million for the six months ended June 30, 2018. The $0.4 million net decrease in depreciation and amortization expense is primarily due a decrease of $7.7 million from properties disposed of after January 1, 2018, partially offset by (i) a $5.7 million increase due to the acceleration of lease intangible amortization related to the transition of the 21 Holiday Communities to Senior Housing - Managed communities in April 2019, (ii) an increase of $1.3 million from other properties acquired after January 1, ~~2018 and (iii) a $0.9 million increase due to the acceleration of lease intangible amortization in connection with the transition of six skilled nursing/transitional care facilities to new operators.~~

~~Interest Expense~~

We incur interest expense comprised of costs of borrowings plus the amortization of deferred financing costs related to our indebtedness. During the six months ended June 30, 2019, we incurred $69.9 million of interest expense compared to $72.6 million for the six months ended June 30, 2018. The $2.6 million net decrease is primarily related to (i) a $2.7 million decrease in interest expense related to our secured borrowings primarily due to the repayment of five mortgage notes during 2018 and (ii) a $2.2 million decrease in interest expense related to the borrowings outstanding on the Revolving Credit Facility, which were partially offset by (i) a $1.4 million increase in interest expense related to the issuance of the 2024 Notes, including $1.0 million of incremental interest expense related to the redemption of the 2021 Notes occurring after the issuance of the 2024 Notes, and (ii) a $0.9 million increase in interest expense related to our U.S. dollar term loans primarily due to an increase in interest rates.

~~Triple-Net Portfolio Operating Expenses~~

During the six months ended June 30, 2019, we recognized $11.5 million of triple-net portfolio operating expenses, of which $9.0 million is due to the adoption of Topic 842, which now requires lessor costs that are paid by the lessor and reimbursed by the lessee to be included in the measurement of variable lease revenue and the associated expense, and the remaining $2.5 million is primarily due to property taxes that are not expected to be reimbursed by our tenants.

~~Senior Housing - Managed Portfolio Operating Expenses~~

During the six months ended June 30, 2019, we recognized $36.3 million of operating expenses compared to $24.4 million for the six months ended June 30, 2018. The $11.9 million increase is primarily due to an $11.9 million increase from the 21 Holiday Communities that were transitioned to Senior Housing - Managed communities in April 2019, partially offset by a $0.7 million decrease from one Senior Housing - Managed community disposed of after January 1, 2018.2019.

General and Administrative Expenses

General and administrative expenses include compensation-related expenses as well as professional services, office costs, other costs associated with asset management, and merger and acquisition costs. During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, general and administrative expenses were ~~$16.2~~$8.8 million compared to ~~$17.6~~$8.2 million during the ~~six~~three months ended ~~June 30, 2018.~~March 31, 2019. The ~~$1.3~~$0.6 million net ~~decrease~~increase is primarily related to (i) a $1.7 million decrease in legal expenses primarily due to expenses incurred during the six months ended June 30, 2018 related to the previously anticipated refinancing of certain Senior Notes, the recovery of previously reserved cash rental income and the repositioning of the CCP portfolio, (ii) a $0.8 million decrease in transition expenses related to the CCP Merger and (iii) a $0.8 million decrease in expenses incurred by our specialty valuation firm that we sold in March 2018, partially offset by a $1.8 millionan increase in ~~stock-based~~employee compensation ~~expense. The increase in stock-based compensation expense, from $3.8 million during the six months ended June 30, 2018 to $5.6 million during the~~

~~six months ended June 30, 2019, is primarily due to~~as a ~~change in performance-based vesting assumptions on management’s equity compensation.~~result of increased staffing.

Provision for ~~Doubtful Accounts, Straight-Line Rental Income~~Loan Losses and ~~Loan Losses~~Other Reserves

During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, we recognized a ~~$1.4~~$0.7 million provision for ~~doubtful accounts, straight-line rental income~~loan losses and ~~loan losses,~~other reserves, all of which was associated with loan loss reserves. During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, we recognized a ~~$0.5~~$1.2 million provision for ~~doubtful accounts, straight-line rental income and~~ loan losses and other reserves, all of which ~~is comprised of a $2.2 million increase in reserves on straight-line rental income and a $0.3 million increase in~~was associated with loan loss ~~reserves, partially offset by a $2.0 million recovery of previously reserved cash rental income.~~reserves.

Impairment of Real Estate

During the ~~six~~three months ended ~~June 30,~~March 31, 2020, we recognized no impairment of real estate. During the three months ended March 31, 2019, we recognized ~~$105.1~~$103.1 million of impairment of real estate, consisting of (i) $92.2 million related to the 30 Senior Care Centers ~~portfolio, including the 28~~ facilities that were subsequently sold ~~on April 1, 2019,~~ and one additional Senior Care Centers facility, which ~~includes~~included a $10.2 million ~~related to~~estimate of our ~~estimated~~ contractual indemnification obligations, and (ii) ~~$12.9~~$10.9 million related to four additional skilled nursing/transitional care facilities. During the six months ended June 30, 2018, we recognized $1.4 million of impairment of real estate related to one senior housing community and one skilled nursing/transitional care facility. The senior housing community was sold during the six months ended June 30, 2018.

~~Loss on Extinguishment of Debt~~

During the six months ended June 30, 2019, we recognized a $10.1 million loss on extinguishment of debt in connection with the redemption of the 2021 Notes, including $6.9 million in payments made to noteholders and legal fees for early redemption and $3.2 million of write-offs associated with unamortized deferred financing and premium costs. During the six months ended June 30, 2018, we did not recognize any loss on extinguishment of debt.facilities that were subsequently sold.

Other Income

During the ~~six~~three months ended ~~June 30,~~ March 31, 2020, we recognized $2.3 million of other income primarily related to a settlement payment received related to legacy CCP (as defined below) investments. During the three months ended March 31,

2019, we recognized $0.2 million of other income due to a settlement payment received related to a legacy CCP investment. During the six months ended June 30, 2018, we recognized $2.8 million of other income, which is primarily comprised of (i) a $2.0 million contingency fee related to a legacy CCP investment, (ii) $0.6 million related to cash payments received from two facilities not subject to a lease and (iii) $0.2 million related to the sale of our specialty valuation firm.

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

During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, we recognized an aggregate net ~~gain~~loss on the sales of real estate of ~~$1.2~~$0.2 million related to the disposition of 31three skilled nursing/transitional care ~~facilities and seven senior housing communities.~~facilities. During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, we recognized aan aggregate net ~~gain~~loss on the ~~sale~~sales of real estate of ~~$142.4~~$1.5 million related to the disposition of 33three skilled nursing/transitional care ~~facilities and four senior housing communities~~facilities.

Loss from Unconsolidated Joint Venture

During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, we recognized ~~$5.0~~$3.7 million of loss from ~~the Enlivant Joint Venture~~our unconsolidated joint venture compared to ~~$1.9~~$1.4 million of loss for the ~~six~~three months ended ~~June 30, 2018.~~March 31, 2019. The ~~$3.1~~$2.3 million net increase is primarily related to ~~(i)~~ a $1.7 million ~~net~~ loss on the sale of two senior housing communities ~~(ii)~~and a ~~$1.9~~$1.6 million increase in operating expenses, which includes $0.5 million of expenses related to increased supplies and labor needs related to the COVID-19 pandemic, partially offset by a $0.8 million decrease in interest expense primarily due to ~~an increase~~a decrease in interest ~~rates and (iii) a $0.3 million increase in income tax expense, partially offset by a $1.1 million increase in revenues net of operating expenses primarily due to increased occupancy and~~ rates.

Income Tax Expense

During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, we recognized ~~$1.5~~$1.0 million of income tax expense compared to ~~$1.1~~$0.6 million for the ~~six~~three months ended ~~June 30, 2018.~~March 31, 2019. The increase is primarily due to the increase in Senior Housing - Managed communities.

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”~~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~~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 and our share of gains or losses from real estate dispositions related to our unconsolidated joint venture, plus real estate depreciation and amortization, net of amounts related to noncontrolling interests, plus our share of depreciation and amortization related to our unconsolidated joint venture, and real estate impairment charges. AFFO is defined as FFO excluding merger and acquisition costs, stock-based compensation expense, ~~straight-line~~non-cash rental ~~income adjustments, amortization of above~~ and ~~below market lease intangibles,~~related revenues, non-cash interest income, ~~adjustments,~~ non-cash interest expense, change in fair value of contingent consideration, non-cash portion of loss on extinguishment of debt, provision for ~~doubtful straight-line rental income,~~ loan losses and other reserves, non-cash lease termination income and deferred income taxes, as well as other non-cash revenue and expense items (including ineffectiveness gain/loss on derivative instruments, and non-cash revenue and expense amounts related to noncontrolling interests) and our share of non-cash adjustments related to our unconsolidated joint venture. 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~~Nareit definition or that interpret the current ~~NAREIT~~Nareit definition or define AFFO differently than we do.

The following table reconciles our calculations of FFO and AFFO for the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 and ~~2018~~2019, to net 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 June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Net income attributable to common stockholders	$	83,677		$	193,580		$	5,973		$	253,490		$	35,217		$	(77,704	)
Depreciation and amortization of real estate assets	49,476			46,828			94,425			94,833			44,168			44,949
Depreciation and amortization of real estate assets related to noncontrolling interests	(39		)	(40		)	(79		)	(80		)
Depreciation and amortization of real estate assets related to noncontrolling interest													—			(40		)
Depreciation and amortization of real estate assets related to unconsolidated joint venture	5,347			6,163			10,663			10,715			5,585			5,316
Net gain on sales of real estate	(2,755		)	(142,903		)	(1,235		)	(142,431		)
Net loss on sales of real estate													217			1,520
Net loss on sales of real estate related to unconsolidated joint venture	1,690			—			1,690			—			1,729			—
Impairment of real estate	2,002			881			105,136			1,413			—			103,134

FFO attributable to common stockholders	139,398			104,509			216,573			217,940			86,916			77,175

Merger and acquisition costs	56			112			62			442			159			6
Stock-based compensation expense	2,795			2,704			5,570			3,839			2,360			2,775
Straight-line rental income adjustments	(5,242		)	(12,189		)	(10,710		)	(23,752		)
Amortization of above and below market lease intangibles, net	(1,601		)	(684		)	2,703			(1,368		)
Non-cash interest income adjustments	(563		)	(604		)	(1,125		)	(1,174		)
Non-cash rental and related revenues													(365		)	(1,164		)
Non-cash interest income													(561		)	(562		)
Non-cash interest expense	2,762			2,516			5,323			4,997			2,233			2,561
Non-cash portion of loss on extinguishment of debt	3,224			—			3,224			—
Provision for doubtful straight-line rental income, loan losses and other reserves	193			311			1,400			2,492
Non-cash lease termination income	(9,725		)	—			(9,725		)	—
Provision for loan losses and other reserves													667			1,207
Other non-cash adjustments related to unconsolidated joint venture	1,031			782			2,146			1,014			539			1,115
Other non-cash adjustments	46			15			98			30			(106		)	52

AFFO attributable to common stockholders	$	132,374		$	97,472		$	215,539		$	204,460		$	91,842		$	83,165

FFOattributable to common stockholders per diluted common share	$	0.76		$	0.58		$	1.20		$	1.22		$	0.42		$	0.43

AFFO attributable to common stockholders per diluted common share	$	0.72		$	0.54		$	1.19		$	1.14		$	0.44		$	0.46

Weighted average number of common shares outstanding, diluted:
FFO attributable to common stockholders	182,254,100			178,684,024			180,637,059			178,600,789			206,006,285			178,936,854

AFFO attributable to common stockholders	183,007,434			179,226,155			181,457,685			179,215,960			206,509,513			179,709,444

The following table sets forth additional information related to certain other items included in net income attributable to common stockholders above, and the portions of each that are included in FFO and AFFO attributable to common stockholders, which may be helpful in assessing our operating results. Please refer to “—Results of Operations” above for additional information regarding these items (in millions):

Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018
Net Income FFO AFFO Net Income FFO AFFO
Reduction of revenues related to above/below market lease intangible write-offs ⁽¹⁾
$ —
$ —
$ —
$ —
$ —
$ —
$ 5.9
$ —
$ 5.9
$ —
$ —
$ —
Lease termination income ⁽²⁾
66.9
—
66.9
—
57.2
—
66.9
—
66.9
—
57.2
—
Income on repayment of loan ⁽²⁾
—
0.9
—
0.9
—
0.9
—
0.9
—
0.9
—
0.9
Incremental interest expense related to the redemption of the 2021 Notes 1.0
—
1.0
—
1.0
—
1.0
—
1.0
—
1.0
—
Previously anticipated Senior Notes refinancing expenses ⁽³⁾
—
0.6
—
0.6
—
0.6
—
0.6
—
0.6
—
0.6
CCP transition expenses ⁽³⁾
—
0.3
—
0.3
—
0.3
0.1
0.9
0.1
0.9
0.1
0.9
Legal fees related to the recovery of previously reserved cash rental income ⁽³⁾
—
0.3
—
0.3
—
0.3
—
0.6
—
0.6
—
0.6
Merger and acquisition costs ⁽³⁾
0.1
0.1
0.1
0.1
—
—
0.1
0.4
0.1
0.4
—
—
Provision for (recovery of) doubtful accounts 0.2
(0.7 ) 0.2
(0.7 ) —
(1.0 ) 1.4
0.5
1.4
0.5
—
(2.0 )
Loss on extinguishment of debt (10.1 ) —
(10.1 ) —
(6.9 ) —
(10.1 ) —
(10.1 ) —
(6.9 ) —
Other income —
—
—
—
—
—
0.2
2.8
0.2
2.8
0.2
2.8
Deferred income tax expense ⁽⁴⁾
0.6
0.6
0.6
0.6
—
—
1.1
1.1
1.1
1.1
—
—
Preferred stock redemption charge ⁽⁵⁾
—
5.5
—
5.5
—
5.5
—
5.5
—
5.5
—
5.5



	Three Months Ended March 31,
	2020		2019		2020		2019		2020		2019
	Net Income				FFO				AFFO
Rental and related revenues:
Reduction of revenues related to non-cash receivable / lease intangible write-offs	$	6.1	$	5.9	$	6.1	$	5.9	$	—	$	—
Senior housing - managed portfolio operating expenses
COVID-19 pandemic related expenses	0.3		—		0.3		—		0.3		—
General and administrative expense:
CCP transition expenses	0.1		0.1		0.1		0.1		0.1		0.1
Merger and acquisition costs	0.2		—		0.2		—		—		—
Provision for doubtful accounts	0.7		1.2		0.7		1.2		—		—
Other income	2.3		0.2		2.3		0.2		2.1		0.2
Loss from unconsolidated joint venture:
Deferred income tax expense	0.2		0.4		0.2		0.4		—		—
COVID-19 pandemic related expenses	0.5		—		0.5		—		0.5		—


⁽¹⁾	~~Reflected in rental and related revenues on the accompanying condensed consolidated statements of income.~~


⁽²⁾	~~Reflected in interest and other income on the accompanying condensed consolidated statements of income.~~


⁽³⁾	~~Reflected in general and administrative expenses on the accompanying condensed consolidated statements of income.~~


⁽⁴⁾	~~Reflected in loss from unconsolidated joint venture on the accompanying condensed consolidated statements of income.~~


⁽⁵⁾	~~Reflected in preferred stock dividends on the accompanying condensed consolidated statements of income.~~

Liquidity and Capital Resources

As of ~~June 30, 2019,~~March 31, 2020, we had approximately ~~$772.4~~$953.1 million in liquidity, consisting of unrestricted cash and cash equivalents of ~~$47.4~~$54.1 million ~~(excluding joint venture cash and cash equivalents),~~ and available borrowings under our Revolving Credit Facility of ~~$725.0~~$899.0 million. The Credit ~~Facility~~Agreement also contains ~~an accordion feature that can increase the total available borrowings to $2.5 billion (from U.S. $2.1 billion plus CAD $125.0 million), subject to terms and conditions.~~

In addition, subsequent to June 30, 2019, we obtained commitments for an amended and restated credit facility that we expect will close in August 2019. The amended and restated credit facility is expected to extend the maturities in the current Credit Facility (from August 2021 for the Revolving Credit Facility to August 2023, and from various maturities through August 2022 for the Term Loans to various maturities through August 2024), to decrease interest rates (by 15 basis points on the Revolving Credit Facility and by 20 basis points on the Term Loans), and to contain an accordion feature that can increase the total available borrowings to $2.75 billion (from U.S. $2.1 billion plus CAD $125.0 million), subject to terms and conditions. ~~There can be no assurances that the amended and restated credit facility will be entered into on the foregoing terms or timing or at all.~~

We have filed a shelf registration statement with the SEC that expires in ~~January 2020,~~December 2022, which allows 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.

On ~~February 25,~~December 11, 2019, we ~~entered into~~established an at-the-market equity ~~distribution agreement~~offering program (the ~~“Distribution Agreement”~~“ATM Program”) ~~with~~pursuant to which shares of our common stock having an aggregate gross sales price of up to $400.0 million may be sold from time to time (i) by us through a consortium of banks acting as sales agents ~~(the “Sales Agents”)~~or directly to ~~sell shares~~the banks acting as principals or (ii) by a consortium of ~~our common stock having aggregate gross proceeds~~banks acting as forward sellers on behalf of upany forward purchasers pursuant to ~~$500.0 million from time to time through the Sales Agents (the “ATM Program”).~~a forward sale agreement. During the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, we sold ~~11.1~~0.2 million shares under the ATM Program at an average price of $20.33 per share, generating gross proceeds of ~~$217.3~~$3.9 million, before ~~$3.3 million~~$58,000 of commissions. As of ~~June 30, 2019,~~March 31, 2020, we had ~~$282.7~~$336.1 million available under the ATM Program. Subject to market conditions, we expect to use proceeds from our ATM Program to reduce our outstanding indebtedness and to finance future investments in properties.

WeBased on our current assessment of the impact of the COVID-19 pandemic on our company, we believe that our available cash, operating cash flows and borrowings available to us under our Revolving Credit Facility provide sufficient funds for our operations, scheduled debt service payments and dividend requirements for the next twelve months. In addition, we do not believe that the restrictions under our Senior Notes Indentures (as defined below) or Credit ~~Facility~~Agreement significantly limit our ability to use our available liquidity for these purposes.

WeGiven current market conditions, we expect to use our available liquidity for general corporate purposes and to fund operations as necessary. Recent disruptions in the equity and debt markets have significantly increased our cost of capital and have made it difficult to establish market values for potential real estate investments, and accordingly we do not expect to make any material real estate investments as long as these market conditions persist. Please refer to Part II, Item 1A, “Risk Factors” for additional information regarding the potential impacts of COVID-19 on us.

Should market conditions improve, we intend to once again 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 (including through our ATM Program), preferred stock, debt or other securities. In addition, we may seek financing from U.S. government agencies, including through Fannie Mae, Freddie Mac and ~~HUD,~~the U.S. Department of Housing and Urban Development, in appropriate circumstances in connection with acquisitions. We also use derivative instruments in the normal course of business to mitigate interest rate and foreign currency risk.

Cash Flows from Operating Activities

Net cash provided by operating activities was ~~$191.9~~$74.8 million for the ~~six~~three months ended ~~June 30, 2019~~.March 31, 2020. Operating cash inflows were derived primarily from the rental payments received under our lease agreements, resident fees and services net of the corresponding operating expenses and interest payments from borrowers under our loan investments. ~~In addition, net cash provided by operating activities for the~~ ~~six~~ ~~months ended June 30, 2019 includes a $57.2 million lease termination payment in connection with the transition of the Holiday Communities to our Senior Housing - Managed portfolio.~~ Operating cash outflows consisted primarily of interest payments on borrowings and payment of general and administrative expenses, including corporate overhead. We expect our annualized cash flows provided by operating activities to fluctuate as a result of completed investment and disposition activity and anticipated future changes in our portfolio.

Cash Flows from Investing Activities

During the ~~six~~three months ended ~~June 30, 2019~~,March 31, 2020, net cash ~~provided by~~used in investing activities was ~~$317.9~~$69.8 million and ~~consisted~~included $67.3 million used for the acquisition of ~~$322.7~~three facilities, $12.0 million ~~in sales proceeds related to the disposition of 38 real estate facilities, $10.1 million in repayments of loans receivable~~used for tenant improvements and ~~$2.5 million in repayments of preferred equity investments, partially offset by $8.8~~$0.9 million used to provide additional funding for existing loans receivable, ~~and $8.6~~partially offset by $6.3 million ~~used for tenant improvements.~~

~~We expect~~in sales proceeds related to ~~continue using available liquidity and proceeds from sales~~the disposition of ~~our common stock under the ATM Program to fund anticipated future~~three real estate ~~investments, loan originations,~~facilities, $3.1 million in repayments of preferred equity investments and ~~capital expenditures.~~$1.0 million in repayments of loans receivable.

Cash Flows from Financing Activities

During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, net cash ~~used in~~provided by financing activities was ~~$512.2~~$8.9 million and included the redemption of $500.0 million aggregate principal amount of outstanding 2021 Notes, $161.7 million of dividends paid to stockholders, $6.9 million of payments related to extinguishment of debt, $4.4 million of payments of deferred financing costs and $1.7 million of principal repayments on secured debt, partially offset by $300.0 million of gross proceeds from the issuance of the 2024 Notes and $211.6$1.9 million of net proceeds from shares sold through our ATM Program, net of payroll tax payments related to the issuance of common stock pursuant to equity compensation arrangements, ~~as well as expenses with respect~~partially offset by $92.4 million of dividends paid to ~~establishing the ATM Program.~~stockholders, $0.9 million of principal repayments on secured debt and $0.7 million of payments of deferred financing costs. In addition, during the ~~six~~three months ended ~~June 30, 2019~~,March 31, 2020, we ~~repaid~~borrowed a net amount of ~~$349.0~~$101.0 million on our Revolving Credit Facility.

In March 2020, we announced a significant reduction to our quarterly dividend, which reduction was implemented by our board of directors on May 6, 2020 when it declared a quarterly cash dividend of $0.30 per share of common stock. We took this step to help focus our capital resources and liquidity on maintaining our balance sheet strength and enhancing our ability to assist our operators in their time of need. We expect that our board of directors will re-evaluate the quarterly dividend once the COVID-19 pandemic has passed.

Please see the accompanying condensed consolidated statements of cash flows for details of our operating, investing and financing cash activities.

Loan Agreements

~~2021~~2024 Notes. On ~~January 23, 2014,~~May 29, 2019, the Operating Partnership and Sabra Capital Corporation, wholly owned subsidiaries of Sabra (the “Issuers”), issued $350.0 million aggregate principal amount of 5.5% senior unsecured notes due 2021 (the “Original 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 Original 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. On June 29, 2019, we redeemed the 2021 Notes at a premium of 101.375%, plus accrued and unpaid interest. The redemption resulted in $10.1 million of redemption related costs and write-offs.

~~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”), providing net proceeds of approximately $194.6 million after deducting underwriting discounts and other offering expenses.

~~2024 Notes.~~ ~~On May 29, 2019, the Issuers~~ issued $300.0 million aggregate principal amount of 4.80% senior notes due 2024 (the “2024 Notes”), providing net proceeds of approximately $295.3 million after deducting underwriting discounts and other offering expenses. In connection with the October 2019 redemption of other senior notes of the Issuers, Sabra Capital Corporation’s obligations as a co-issuer were automatically released and discharged.

2026 and 2027 Notes. In connection with our merger with Care Capital Properties, Inc. (“CCP” and such merger, the ~~CCP Merger,~~“CCP Merger”), on August 17, 2017, Sabra assumed $500 million aggregate principal amount of 5.125% senior notes due 2026 (the “2026 Notes”) and $100 million aggregate principal amount of ~~5.38%~~5.88% senior notes due 2027 (the “2027 Notes”).

2029 Notes. On October 7, 2019, the Issuers issued $350.0 million aggregate principal amount of 3.90% senior notes due 2029 (the “2029 Notes” and, together with the ~~2023~~2024 Notes, the ~~2024~~2026 Notes and the ~~2026~~2027 Notes, the “Senior Notes”)., providing net proceeds of $340.5 million after deducting underwriting discounts and other offering expenses. In connection with the October 2019 redemption of other senior notes of the Issuers, Sabra Capital Corporation’s obligations as a co-issuer were automatically released and discharged.

See Note 7, “Debt,” in the Notes to Condensed Consolidated Financial Statements for additional information concerning the Senior Notes, including information regarding the indentures and agreements governing the Senior Notes (the “Senior

Notes Indentures”). As of ~~June 30, 2019~~,March 31, 2020, we were in compliance with all applicable covenants under the Senior Notes Indentures.

Credit ~~Facility~~Agreement. Effective on ~~August 17, 2017,~~September 9, 2019, the Operating Partnership and Sabra Canadian Holdings, LLC (together, the “Borrowers”), Sabra and the other parties thereto entered into a ~~fourth~~fifth amended and restated unsecured credit ~~facility~~agreement (the “Credit ~~Facility”~~Agreement”).

The Credit ~~Facility~~Agreement includes a $1.0 billion revolving credit facility (the “Revolving Credit Facility”), $1.1 billion in U.S. dollar term loans (of which $955.0 million was outstanding as of March 31, 2020) and a CAD $125.0 million Canadian dollar term loan (collectively, the “Term Loans”). Further, up to $175.0 million of the Revolving Credit Facility may be used for borrowings in certain foreign currencies. The Credit ~~Facility~~Agreement also contains an accordion feature that can increase the total available borrowings to ~~$2.5~~$2.75 billion, subject to terms and conditions.

The Revolving Credit Facility has a maturity date of ~~August 17, 2021,~~September 9, 2023, and includes two six-month extension options. ~~$200.0~~$105.0 million of the U.S. dollar Term Loans has a maturity date of ~~August 17, 2020,~~September 9, 2022, $350.0 million of the U.S. dollar Term Loans has a maturity date of September 9, 2023, and the other Term Loans have a maturity date of ~~August 17, 2022.~~September 9, 2024.

The obligations of the Borrowers under the Credit ~~Facility~~Agreement are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by us and ~~certain~~one of our ~~subsidiaries.~~non-operating subsidiaries, subject to release under certain customary circumstances.

See Note 7, “Debt,” in the Notes to Condensed Consolidated Financial Statements for additional information concerning the Credit ~~Facility,~~Agreement, including information regarding covenants contained in the Credit ~~Facility.~~Agreement. As of ~~June 30, 2019~~,March 31, 2020, we were in compliance with all applicable covenants under the Credit ~~Facility.~~Agreement.

Secured Indebtedness

Of our ~~432~~427 properties held for investment, 1614 are subject to secured indebtedness to third parties that, as of ~~June 30, 2019~~,March 31, 2020, totaled approximately ~~$116.4 million~~.$98.4 million. As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~,2019, our secured debt consisted of the following (dollars in thousands):


Interest Rate Type	Principal Balance as of June 30, 2019 ⁽¹⁾		Principal Balance as of December 31, 2018⁽¹⁾		Weighted Average Effective Interest Rate at June 30, 2019 ⁽²⁾		Maturity Date	Principal Balance as of March 31, 2020 ⁽¹⁾⁽²⁾		Principal Balance as of December 31, 2019⁽¹⁾		Weighted Average Interest Rate at March 31, 2020 ⁽³⁾		Maturity Date
Fixed Rate	$	116,421	$	117,464	3.67	%	December 2021 - August 2051	$	98,362	$	114,777	3.47	%	December 2021 - August 2051


⁽¹⁾	Principal balance does not include deferred financing costs, net of ~~$1.7~~$1.3 million and ~~$1.8~~$1.7 million as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.


⁽²⁾	Excludes $14.2 million principal balance secured by two skilled nursing/transitional care facilities classified as held for sale as of March 31, 2020. See Note 5, “Impairment of Real Estate, Assets Held for Sale and Dispositions,” in the Notes to Condensed Consolidated Financial Statements for additional information.


⁽³⁾	Weighted average ~~effective~~ interest rate includes private mortgage insurance.

Capital Expenditures

We had ~~$8.6~~$12.0 million and ~~$16.8~~$5.1 million of capital expenditures for the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. 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 $64.0 million, and that such expenditures will~~ principally be for improvements to our facilities and will not exceed $70.0 million, of which $40.0 million will directly result in incremental rental income.

Dividends

We paid dividends of ~~$161.7~~$92.4 million on our common stock during the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020. On ~~August 7, 2019,~~May 6, 2020, our board of directors declared a quarterly cash dividend of ~~$0.45~~$0.30 per share of common stock. The dividend will be paid on ~~August 30, 2019~~May 29, 2020 to common stockholders of record as of ~~August 20, 2019.~~

May 18, 2020.

Concentration of Credit Risk

Concentrations of credit risk 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 ~~432~~427 real estate properties held for investment as of ~~June 30, 2019~~March 31, 2020 is diversified by location across the United States and Canada.

For the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, no tenant relationship represented 10% or more of our total revenues.

Skilled Nursing Facility Reimbursement Rates

For the ~~six~~three months ended ~~June 30, 2019 (excluding the one-time lease termination income of $66.9 million), 56.8%~~March 31, 2020, 52.9% of our revenues was 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. PPS regulations predetermine a payment amount per patient, per day, based on a market basket index calculated for all covered costs. ~~The~~

Prior to October 1, 2019, the amount to be paid iswas determined by classifying each patient into one of 66 Resource Utilization Group (“RUG”) categories that ~~represent~~represented 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 July 31, 2018, CMS issued a final rule, CMS-1696-F, which includes changes to the case-mix classification system used under the PPS and fiscal year 2019 Medicare payment updates.

CMS-1696-F includes a new case-mix classification system called the skilled nursing facility Patient-Driven Payment Model (“PDPM”) that ~~will become~~became effective on October 1, 2019. PDPM reflects significant changes to the Resident Classification System, Version I (“RCS-I”) that was being considered to replace RUG IV as outlined in an Advanced Notice of Proposed Rulemaking released by CMS in May 2017.

PDPM focuses on clinically relevant factors, rather than volume-based service, for determining Medicare payment. PDPM adjusts Medicare payments based on each aspect of a resident’s care, most notably for non-therapy ancillaries, which are items and services not related to the provision of therapy such as drugs and medical supplies, thereby more accurately addressing costs associated with medically complex patients. It further adjusts the skilled nursing facility per diem payments to reflect varying costs throughout the stay and incorporates safeguards against potential financial incentives to ensure that beneficiaries receive care consistent with their unique needs and goals.

Based on changes contained within CMS-1696-F, CMS estimates that the fiscal year 2019 aggregate impact will be an increase of $820 million in Medicare payments to skilled nursing facilities, resulting from the fiscal year 2019 market basket update required to be 2.4% by the Bipartisan Budget Act of 2018. Absent the application of this statutory requirement, the fiscal year 2019 market basket update factor would have been 2.0% (comprised of a market basket index of 2.8% less the productivity adjustment of 0.8%). This 2.0% update would have resulted in an estimated aggregate increase of $670 million in Medicare payments to skilled nursing facilities. The new payment rates became effective on October 1, 2018.

On July 30, 2019, CMS released final fiscal year 2020 Medicare rates for skilled nursing facilities providing an estimated net increase of 2.4% over fiscal year 2019 payments (comprised of a market basket increase of 2.8% less the productivity adjustment of 0.4%). The new payment rates ~~become~~became effective on October 1, 2019.

On April 10, 2020, CMS issued a proposed rule regarding fiscal year 2021 Medicare rates for skilled nursing facilities providing an estimated net increase of 2.3% over fiscal year 2020 (comprised of a market basket increase of 2.7% less the productivity adjustment of 0.4%). The proposed payment rates would become effective on October 1, 2020.

In response to the COVID-19 pandemic, several federal relief packages were approved that could benefit our tenants, especially our tenants that operate skilled nursing/transitional care facilities.

On March 18, 2020, President Trump signed into law the Families First Coronavirus Response Act (“Families First Act”). Under the Families First Act, a temporary 6.2% increase in Federal Medical Assistance Percentages (FMAP) was approved retroactive to January 1, 2020, and several states have directed FMAP funds to skilled nursing/transitional care facilities.

On March 27, 2020, President Trump signed into law The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act provides for a $100 billion fund for eligible health care providers, which includes skilled nursing/transitional care operators. The CARES Act also included a temporary suspension of 2% Medicare sequestration cut beginning May 1, 2020 through December 31, 2020, a deferral of the employer’s Social Security remittances through December 31, 2020, and the establishment of the Paycheck Protection Program, a Small Business Administration loan to businesses with fewer than 500 employees that may be partially forgivable.

In addition to the above, there have been other actions taken that benefit skilled nursing/transitional care operators, including the waiver of the requirement for skilled nursing/transitional care patients to have stayed in a hospital for three days in order for services rendered in a skilled nursing/transitional care facility to qualify for Medicare Part A, the acceleration and

advance of three months of Medicare billing, and relaxation of certification requirements for employees performing non-clinical services in these facilities.

Obligations and Commitments

The following table summarizes our contractual obligations and commitments in future years, including our secured indebtedness to third parties on certain of our properties, our Revolving Credit Facility, our Term Loans, our Senior Notes and our operating leases. The following table is presented as of ~~June 30, 2019~~March 31, 2020 (in thousands):


			July 1 through December 31, 2019								Year Ending December 31,																		April 1 through December 31, 2020								Year Ending December 31,
	Total					2020				2021				2022				2023				After 2023			Total				April 1 through December 31, 2020			2021				2022				2023				2024				After 2024
Secured indebtedness ⁽¹⁾	$	165,694	July 1 through December 31, 2019	$	3,650			$	7,301			$	22,388			$	6,154			$	6,154			$	120,047		$	135,590		$	4,692			$	20,193			$	5,196			$	5,196			$	5,196			$	95,117
Revolving Credit Facility ⁽²⁾	302,144		6,411				12,753				282,980				—				—				—			117,110			3,524				4,678				4,678				104,230				—				—
Term Loans ⁽³⁾	1,303,324		17,804				233,427				32,706				1,019,387				—				—			1,153,492			19,808				28,838				132,974				372,770				599,102				—
Senior Notes ⁽⁴⁾	1,457,548		28,198				56,155				56,155				56,155				250,780				1,010,105			1,665,754			46,584				59,055				59,055				59,055				359,055				1,082,950
Operating leases	3,076		197				426				445				467				507				1,034			2,773			320				445				467				507				529				505
Total	$	3,231,786	$	56,260			$	310,062			$	394,674			$	1,082,163			$	257,441			$	1,131,186		$	3,074,719		$	74,928			$	113,209			$	202,370			$	541,758			$	963,882			$	1,178,572


⁽¹⁾	Secured indebtedness includes principal payments and interest payments through the applicable maturity dates. Total interest on secured indebtedness, based on contractual rates, is ~~$49.3~~$37.2 million, which is attributable to fixed rate debt.


⁽²⁾	Revolving Credit Facility includes interest payments and payments related to the facility fee due to the lenders based on the amount of commitments under the Revolving Credit Facility ~~and also includes interest payments~~ through the maturity date (assuming no exercise of our two six-month extension options)~~. Total interest on the Revolving Credit Facility is $27.1~~ totaling $16.1 million.


⁽³⁾	Term Loans includes interest payments through the applicable maturity dates totaling ~~$107.8 million.~~$110.3 million, which reflects the impact of interest rate swaps.


⁽⁴⁾	Senior Notes includes interest payments through the applicable maturity dates totaling ~~$357.5~~$415.8 million.

In addition to the above, as of ~~June 30, 2019,~~March 31, 2020, we have committed to provide up to ~~$3.3~~$2.9 million of future funding related to three loans receivable investments with maturity dates ranging from December 2021 to December 2022.

Off-Balance Sheet Arrangements

We have a 49% interest in an unconsolidated joint venture. See Note 2, “Summary of Significant Accounting ~~Policies”~~Policies,” in the Notes to Condensed Consolidated Financial Statements for additional information. We have no other off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources.

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 8, “Derivative and Hedging Instruments,” in the Notes to Condensed Consolidated Financial Statements for further discussion of our derivative instruments.

Interest rate risk. As of ~~June 30, 2019,~~March 31, 2020, our indebtedness included ~~$1.1~~$1.3 billion aggregate principal amount of Senior Notes outstanding, ~~$116.4~~$98.4 million of secured indebtedness to third parties on certain of the properties that our subsidiaries own, ~~$1.2~~$1.0 billion in Term Loans and ~~$275.0~~$101.0 million outstanding under the Revolving Credit Facility. As of ~~June 30, 2019,~~March 31, 2020, we had ~~$1.5~~$1.1 billion of outstanding variable rate indebtedness and ~~$725.0~~$899.0 million available for borrowing under our Revolving Credit Facility. Additionally, as of ~~June 30, 2019,~~March 31, 2020, our share of unconsolidated joint venture debt was ~~$373.7~~$383.2 million, all of which was variable rate indebtedness.

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 swap agreements. As of ~~June 30, 2019,~~March 31, 2020, we had 10 interest rate swaps that fix the LIBOR portion of the interest rate for $845.0 million of LIBOR-based borrowings under the U.S. dollar Term Loans at a weighted average rate of 1.19% and ~~two~~ interest rate swaps that fix the Canadian Dollar Offered Rate (“CDOR”) portion of the interest rate for CAD ~~$90.0 million and CAD $35.0~~$125.0 million of CDOR-based borrowings under the Canadian dollar Term Loan at ~~1.59% and 0.93%, respectively.~~a weighted average rate of 1.41%. As of ~~June 30, 2019,~~March 31, 2020, our share of unconsolidated joint venture debt included $368.4 million of LIBOR-based borrowings subject to interest rate cap agreements that cap the LIBOR portion of the interest rate at a weighted average rate of 2.89%.

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 interest margin 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 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 or decrease in the interest rate related to our variable rate debt, including our share of unconsolidated joint venture debt, and after giving effect to the impact of interest rate ~~swap~~ derivative instruments, income would decrease ~~by $7.1 million~~ or increase by ~~$9.0~~$5.9 million ~~respectively,~~ for the twelve months following ~~June 30, 2019.~~March 31, 2020.

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 ~~$146.6~~$146.0 million and cross currency swap instruments. Based on our operating results for the three months ended ~~June 30, 2019,~~March 31, 2020, 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 ~~June 30, 2019,~~March 31, 2020, 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 ~~June 30, 2019~~March 31, 2020 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 ~~June 30, 2019~~March 31, 2020 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 factor below, there have been no material changes in our assessment of our risk factors from those set forth in Part I, Item 1A of our ~~2018~~2019 Annual Report on Form ~~10-K,~~10-K.

The ongoing COVID-19 pandemic and measures intended to prevent its spread could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Since first being reported in Wuhan, China in December 2019, COVID-19 has spread globally, including to every state in the United States and more than 175 countries. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The outbreak has led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as ~~updated by~~travel bans, border closings, business closures, quarantines and shelter-in-place orders. The COVID-19 pandemic and measures to prevent its spread are expected to negatively impact us and our operations and are expected to continue to impact us and our operations in our fiscal quarter ending June 30, 2020 and beyond, in a number of ways, including but not limited to:

Decreased occupancy and increased operating costs (including costs due to the ~~risk factor set forth~~implementation of additional safety protocols and procedures, purchases of personal protective equipment (PPE), increased staffing to allow facilities to adhere to social distancing and infection control protocols, premium pay and incentive pay for the staff) for our tenants and borrowers, which may adversely impact their ability to make full and timely rental payments and debt service payments, respectively, to us. In some cases, we may have to restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in ~~Part II, Item 1A~~place. Reduced or modified rental and debt service amounts could result in the determination that the full amounts of our ~~Quarterly Report on Form 10-Q~~investments are not recoverable, which could result in an impairment charge.

Decreased occupancy and increased operating costs (including costs due to the implementation of additional safety protocols and procedures, purchases of personal protective equipment (PPE), increased staffing to allow facilities to adhere to social distancing and infection control protocols, premium pay and incentive pay for the ~~quarter ended March 31, 2019.~~staff) within our Senior Housing - Managed portfolio and in our Enlivant Joint Venture, which may negatively impact the operating results of these investments. Prolonged deterioration in the operating results for these investments could result in the determination that the full amounts of our investments are not recoverable, which could result in an impairment charge.

If there are significant disruptions to our business, our credit ratings may be adversely impacted and we may breach covenants in our debt agreements and be unable to service our debt. Further, significant disruption could cause us to further reduce or suspend our dividend.

The COVID-19 pandemic has also caused, and is likely to continue to cause, severe economic, market and other disruptions worldwide. We cannot assure you that conditions in the bank lending, capital and other financial markets will not continue to deteriorate as a result of the pandemic, or that our access to capital and other sources of funding will not become constrained, which could adversely affect the availability and terms of future borrowings, renewals or refinancings.

As a result of the COVID-19 pandemic, our tenants and operators may be subject to increased lawsuits filed by advocacy groups that monitor the quality of care at healthcare facilities or by patients, facility residents or their families. Any litigation brought against our tenants and operators could increase our tenants’ and operators’ costs of business and could directly negatively impact our business. Further, we may be subject to increased claims brought against us in lawsuits and other legal proceedings arising out of our alleged actions or the alleged actions of our tenants and operators for which such tenants or operators may have agreed to indemnify, defend and hold us harmless. An unfavorable resolution of any such pending or future litigation could materially adversely affect our liquidity, financial condition and results of operations and have a material adverse effect on us in the event that we are not ultimately indemnified by our tenants or operators.

In addition, the deterioration of global economic conditions as a result of the pandemic may ultimately decrease occupancy levels and pricing across our portfolio as senior residents and tenants reduce or defer their spending. The extent of

the COVID-19 pandemic’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak, all of which are uncertain and difficult to predict. Due to the speed with which the situation is developing, we are not able at this time to estimate the effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material.

ITEM 6. EXHIBITS



Ex.		Description

2.1		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 of Amendment to the Articles of Amendment and Restatement of Sabra Health Care REIT, Inc., dated as of July 31, 2017 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Sabra Health Care REIT, Inc. on July 31, 2017).

3.2		Amended and Restated Bylaws of Sabra Health Care REIT, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Sabra Health Care REIT, Inc. on March 14, 2019).

~~4.1~~		Eighth Supplemental Indenture, dated May 29, 2019, among Sabra Health Care Limited Partnership, Sabra Capital Corporation, Sabra Health Care REIT, Inc., the other guarantors named therein, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by Sabra Health Care REIT, Inc. on May 29, 2019).

~~10.1~~		Second Amendment, dated as of May 10, 2019, to the Fourth Amended and Restated Credit Agreement, dated as of August 17, 2017, among Sabra Health Care Limited Partnership and Sabra Canadian Holdings, LLC, as Borrowers; Sabra Health Care REIT, Inc., as a guarantor; the other guarantors party thereto; the lenders party thereto; Bank of America, N.A., as Administrative Agent, and Bank of America, N.A., Citizens Bank, National Association, Crédit Agricole Corporate and Investment Bank and Wells Fargo Bank, N.A., as Swing Line Lenders and L/C Issuers (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by Sabra Health Care REIT, Inc. on May 13, 2019).

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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.



~~Ex.~~		~~Description~~


104*		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.



*	Filed herewith.
**	Furnished herewith.

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: ~~August 7, 2019~~May 6, 2020	By:	/S/ RICHARD K. MATROS
		Richard K. Matros
		Chairman, President and
		Chief Executive Officer
		(Principal Executive Officer)

Date: ~~August 7, 2019~~May 6, 2020	By:	/S/ HAROLD W. ANDREWS, JR.
		Harold W. Andrews, Jr.
		Executive Vice President,
		Chief Financial Officer and Secretary
		(Principal Financial and Accounting Officer)

6142



		Page Numbers
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Condensed Consolidated Balance Sheets	4

	Condensed Consolidated Statements of Income	5

	Condensed Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss	6

	Condensed Consolidated Statements of Equity	87

	Condensed Consolidated Statements of Cash Flows	98

	Notes to Condensed Consolidated Financial Statements	109

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4127

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5738

Item 4.	Controls and Procedures	5739

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	5940

Item 1a.	Risk Factors	5940

Item 6.	Exhibits	5941

Signatures		6142



	Six Months Ended June 30, 2018
	Preferred Stock					Common Stock			Additional Paid-in Capital			Cumulative Distributions in Excess of Net Income			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Noncontrolling Interests			Total Equity
	Shares		Amounts			Shares	Amounts		Additional Paid-in Capital			Cumulative Distributions in Excess of Net Income			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Noncontrolling Interests			Total Equity
Balance, December 31, 2017	5,750,000		$	58		178,255,843	$	1,783	$	3,636,913		$	(217,236	)	$	11,289		$	3,432,807		$	4,442		$	3,437,249
Cumulative effect of ASU 2017-12 adoption	—		—			—	—		—			(795		)	795			—			—			—
Net income	—		—			—	—		—			263,258			—			263,258			12			263,270
Other comprehensive income	—		—			—	—		—			—			12,328			12,328			—			12,328
Distributions to noncontrolling interests	—		—			—	—		—			—			—			—			(72		)	(72		)
Amortization of stock-based compensation	—		—			—	—		4,434			—			—			4,434			—			4,434
Preferred stock redemption	(5,750,000	)	(58		)	—	—		(138,191		)	(5,501		)	—			(143,750		)	—			(143,750		)
Common stock issuance, net	—		—			27,747	—		(202		)	—			—			(202		)	—			(202		)
Preferred dividends	—		—			—	—		—			(4,267		)	—			(4,267		)	—			(4,267		)
Common dividends ($0.90 per share)	—		—			—	—		—			(161,065		)	—			(161,065		)	—			(161,065		)
Balance, June 30, 2018	—		$	—		178,283,590	$	1,783	$	3,502,954		$	(125,606	)	$	24,412		$	3,403,543		$	4,382		$	3,407,925


	Six Months Ended June 30, 2019
	Preferred Stock					Common Stock			Additional Paid-in Capital			Cumulative Distributions in Excess of Net Income			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Noncontrolling Interests			Total Equity
	Shares		Amounts			Shares	Amounts		Additional Paid-in Capital			Cumulative Distributions in Excess of Net Income			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Noncontrolling Interests			Total Equity
Balance, December 31, 2018	—		$	—		178,306,528	$	1,783	$	3,507,925		$	(271,595	)	$	12,301		$	3,250,414		$	4,333		$	3,254,747
Cumulative effect of Topic 842 adoption	—		—			—	—		—			(32,502		)	—			(32,502		)	—			(32,502		)
Net income	—		—			—	—		—			5,973			—			5,973			18			5,991
Other comprehensive loss	—		—			—	—		—			—			(23,237		)	(23,237		)	—			(23,237		)
Distributions to noncontrolling interests	—		—			—	—		—			—			—			—			(73		)	(73		)
Amortization of stock-based compensation	—		—			—	—		6,544			—			—			6,544			—			6,544
Common stock issuance, net	—		—			11,208,496	112		211,502			—			—			211,614			—			211,614
Common dividends ($0.90 per share)	—		—			—	—		—			(162,708		)	—			(162,708		)	—			(162,708		)
Balance, June 30, 2019	—		$	—		189,515,024	$	1,895	$	3,725,971		$	(460,832	)	$	(10,936	)	$	3,256,098		$	4,278		$	3,260,376



2019	$	465,766
2020	456,207
2021	452,346
2022	454,216
2023	437,277
Thereafter	2,407,064
	$	4,672,876



						Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾		Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2023 Notes and 2024 Notes⁽⁴⁾		Combined Non- Guarantor Subsidiaries of 2023 Notes and 2024 Notes⁽⁵⁾		Elimination			Consolidated
Assets
Real estate investments, net of accumulated depreciation	$	294		$	—	$	—	$	1,423,107	$	3,955,473	$	—		$	5,378,874
Loans receivable and other investments, net	(726		)	—		—		55,453		56,476		—			111,203
Investment in unconsolidated joint venture	—			—		—		—		328,207		—			328,207
Cash and cash equivalents	38,500			—		—		2,604		6,491		—			47,595
Restricted cash	—			—		—		1,881		7,998		—			9,879
Lease intangible assets, net	—			—		—		9,299		99,578		—			108,877
Accounts receivable, prepaid expenses and other assets, net	4,433			17,873		—		29,119		95,671		(8,552		)	138,544
Intercompany	1,993,632			2,035,256		—		—		—		(4,028,888		)	—
Investment in subsidiaries	1,253,100			1,690,158		—		34,271		—		(2,977,529		)	—
Total assets	$	3,289,233		$	3,743,287	$	—	$	1,555,734	$	4,549,894	$	(7,014,969	)	$	6,123,179

Liabilities
Secured debt, net	$	—		$	—	$	—	$	—	$	114,675	$	—		$	114,675
Revolving credit facility	—			275,000		—		—		—		—			275,000
Term loans, net	—			1,095,102		—		94,672		—		—			1,189,774
Senior unsecured notes, net	—			1,106,518		—		—		—		—			1,106,518
Accounts payable and accrued liabilities	33,135			13,567		—		2,002		60,483		(8,552		)	100,635
Lease intangible liabilities, net	—			—		—		—		76,201		—			76,201
Intercompany	—			—		—		664,912		3,363,976		(4,028,888		)	—
Total liabilities	33,135			2,490,187		—		761,586		3,615,335		(4,037,440		)	2,862,803

Total Sabra Health Care REIT, Inc. stockholders’ equity	3,256,098			1,253,100		—		794,148		930,281		(2,977,529		)	3,256,098
Noncontrolling interests	—			—		—		—		4,278		—			4,278
Total equity	3,256,098			1,253,100		—		794,148		934,559		(2,977,529		)	3,260,376
Total liabilities and equity	$	3,289,233		$	3,743,287	$	—	$	1,555,734	$	4,549,894	$	(7,014,969	)	$	6,123,179

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company