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~~September 30, 2022


☐			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.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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 ~~July 29,~~November 2, 2022, there were ~~230,968,872~~230,976,606 shares of the registrant’s $0.01 par value Common Stock outstanding.

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SABRA HEALTH CARE REIT, INC. AND SUBSIDIARIES

Index

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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, operators and Senior Housing - Managed communities (as defined below), 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:

•epidemic diseases, pandemics or other contagious diseases, including the ongoing impact of COVID-19, ~~pandemic~~ and measures intended to prevent ~~its~~their spread, and the related impact on our tenants, operators and Senior Housing - Managed communities;

•operational risks with respect to our Senior Housing - Managed communities;

•competitive conditions in our industry;

•the loss of key management personnel;

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

•potential impairment charges and adjustments related to the accounting of our assets;

•the potential variability of our reported rental and related revenues as a result of Accounting Standards Update (“ASU”) 2016-02, Leases, as amended by subsequent ASUs;

•risks associated with our investment in our unconsolidated joint ventures;

•catastrophic weather and other natural or man-made disasters, the effects of climate change on our properties and a failure to implement sustainable and energy-efficient measures;

•increased operating costs for our tenants and operators, due to labor market challenges and macroeconomic factors such as inflation;

•increased healthcare regulation and enforcement;

•our tenants’ dependency on reimbursement from governmental and other third-party payor programs;

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

•environmental compliance costs and liabilities associated with real estate properties we own;

•our tenants’ or operators’ failure to adhere to applicable privacy and data security laws, or a material breach of our or our tenants’ or operators’ information technology;

•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;

•adverse changes in our credit ratings;

•our ability to make dividend distributions at expected levels;

•our ability to raise capital through equity and debt financings;

•changes in foreign currency exchange rates and other risks associated with our ownership of property outside the U.S.;

•the relatively illiquid nature of real estate investments;

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

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

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•changes in tax laws and regulations affecting REITs;

~~Table of Contents~~

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

•the exclusive forum provisions in our bylaws.

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, 2021 (our “2021 Annual Report on Form 10-K”), 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.

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PART I. FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS

SABRA HEALTH CARE REIT, INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)


		June 30, 2022		December 31, 2021			September 30, 2022		December 31, 2021
		(unaudited)					(unaudited)
Assets	Assets					Assets
Real estate investments, net of accumulated depreciation of $897,568 and $831,324 as of June 30, 2022 and December 31, 2021, respectively		$	5,045,129	$	5,162,884
Real estate investments, net of accumulated depreciation of $882,755 and $831,324 as of September 30, 2022 and December 31, 2021, respectively						Real estate investments, net of accumulated depreciation of $882,755 and $831,324 as of September 30, 2022 and December 31, 2021, respectively	$	5,018,903	$	5,162,884
Loans receivable and other investments, net	Loans receivable and other investments, net	395,342		399,086		Loans receivable and other investments, net	390,275		399,086
Investment in unconsolidated joint ventures	Investment in unconsolidated joint ventures	219,920		96,680		Investment in unconsolidated joint ventures	207,616		96,680
Cash and cash equivalents	Cash and cash equivalents	67,153		111,996		Cash and cash equivalents	26,289		111,996
Restricted cash	Restricted cash	4,368		3,890		Restricted cash	4,859		3,890

Lease intangible assets, net	Lease intangible assets, net	49,836		54,063		Lease intangible assets, net	48,299		54,063
Accounts receivable, prepaid expenses and other assets, net	Accounts receivable, prepaid expenses and other assets, net	179,684		138,108		Accounts receivable, prepaid expenses and other assets, net	148,674		138,108
Total assets	Total assets	$	5,961,432	$	5,966,707	Total assets	$	5,844,915	$	5,966,707

Liabilities	Liabilities					Liabilities
Secured debt, net	Secured debt, net	$	50,177	$	66,663	Secured debt, net	$	49,706	$	66,663
Revolving credit facility	Revolving credit facility	142,341		—		Revolving credit facility	138,551		—
Term loans, net	Term loans, net	553,695		594,246		Term loans, net	524,457		594,246
Senior unsecured notes, net	Senior unsecured notes, net	1,734,008		1,733,566		Senior unsecured notes, net	1,734,228		1,733,566

Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	117,682		142,989		Accounts payable and accrued liabilities	145,217		142,989
Lease intangible liabilities, net	Lease intangible liabilities, net	45,803		49,713		Lease intangible liabilities, net	44,023		49,713

Total liabilities	Total liabilities	2,643,706		2,587,177		Total liabilities	2,636,182		2,587,177

Commitments and contingencies (Note 12)	Commitments and contingencies (Note 12)	0		0		Commitments and contingencies (Note 12)

Equity	Equity					Equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized, zero shares issued and outstanding as of June 30, 2022 and December 31, 2021		—		—
Common stock, $0.01 par value; 500,000,000 shares authorized, 230,968,872 and 230,398,655 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		2,310		2,304
Preferred stock, $0.01 par value; 10,000,000 shares authorized, zero shares issued and outstanding as of September 30, 2022 and December 31, 2021						Preferred stock, $0.01 par value; 10,000,000 shares authorized, zero shares issued and outstanding as of September 30, 2022 and December 31, 2021	—		—
Common stock, $0.01 par value; 500,000,000 shares authorized, 230,976,606 and 230,398,655 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively						Common stock, $0.01 par value; 500,000,000 shares authorized, 230,976,606 and 230,398,655 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	2,310		2,304
Additional paid-in capital	Additional paid-in capital	4,482,239		4,482,451		Additional paid-in capital	4,484,769		4,482,451
Cumulative distributions in excess of net income	Cumulative distributions in excess of net income	(1,176,968)		(1,095,204)		Cumulative distributions in excess of net income	(1,296,868)		(1,095,204)
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	10,145		(10,021)		Accumulated other comprehensive income (loss)	18,522		(10,021)

Total equity	Total equity	3,317,726		3,379,530		Total equity	3,208,733		3,379,530
Total liabilities and equity	Total liabilities and equity	$	5,961,432	$	5,966,707	Total liabilities and equity	$	5,844,915	$	5,966,707

See accompanying notes to consolidated financial statements.

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SABRA HEALTH CARE REIT, INC.

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

(dollars in thousands, except per share data)

(unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Revenues:	Revenues:									Revenues:
Rental and related revenues (Note 4)	Rental and related revenues (Note 4)	$	103,168	$	110,783	$	213,054	$	224,166	Rental and related revenues (Note 4)	$	84,214	$	85,367	$	297,268	$	309,533
Interest and other income	Interest and other income	8,653		3,031		19,645		5,972		Interest and other income	8,940		3,405		28,585		9,377
Resident fees and services	Resident fees and services	44,136		39,118		86,363		75,159		Resident fees and services	47,610		39,819		133,973		114,978

Total revenues	Total revenues	155,957		152,932		319,062		305,297		Total revenues	140,764		128,591		459,826		433,888

Expenses:	Expenses:									Expenses:
Depreciation and amortization	Depreciation and amortization	45,172		44,491		90,428		88,866		Depreciation and amortization	47,427		45,046		137,855		133,912
Interest	Interest	25,530		24,270		50,502		48,713		Interest	27,071		24,243		77,573		72,956
Triple-net portfolio operating expenses	Triple-net portfolio operating expenses	4,852		5,000		9,863		10,135		Triple-net portfolio operating expenses	5,120		5,075		14,983		15,210
Senior housing - managed portfolio operating expenses	Senior housing - managed portfolio operating expenses	34,026		28,901		67,130		57,846		Senior housing - managed portfolio operating expenses	36,705		30,761		103,835		88,607
General and administrative	General and administrative	8,649		8,811		19,045		17,749		General and administrative	9,676		8,683		28,721		26,432

(Recovery of) provision for loan losses and other reserves	(Recovery of) provision for loan losses and other reserves	(270)		(109)		205		1,916		(Recovery of) provision for loan losses and other reserves	(217)		(26)		(12)		1,890
Impairment of real estate	Impairment of real estate	11,745		—		11,745		—		Impairment of real estate	60,857		495		72,602		495

Total expenses	Total expenses	129,704		111,364		248,918		225,225		Total expenses	186,639		114,277		435,557		339,502

Other (expense) income:
Other income (expense):										Other income (expense):
Loss on extinguishment of debt	Loss on extinguishment of debt	—		(54)		(271)		(847)		Loss on extinguishment of debt	(140)		(913)		(411)		(1,760)
Other (expense) income		(2,163)		(24)		(2,095)		109
Net loss on sales of real estate		(4,501)		(3,752)		(4,501)		(2,439)
Other income (expense)										Other income (expense)	994		277		(1,101)		386
Net (loss) gain on sales of real estate										Net (loss) gain on sales of real estate	(80)		655		(4,581)		(1,784)

Total other expense		(6,664)		(3,830)		(6,867)		(3,177)
Total other income (expense)										Total other income (expense)	774		19		(6,093)		(3,158)

Income before loss from unconsolidated joint ventures and income tax expense		19,589		37,738		63,277		76,895
(Loss) income before loss from unconsolidated joint ventures and income tax expense										(Loss) income before loss from unconsolidated joint ventures and income tax expense	(45,101)		14,333		18,176		91,228

Loss from unconsolidated joint ventures	Loss from unconsolidated joint ventures	(2,529)		(169,789)		(5,331)		(174,799)		Loss from unconsolidated joint ventures	(4,384)		(4,018)		(9,715)		(178,817)
Income tax expense	Income tax expense	(255)		(522)		(539)		(1,222)		Income tax expense	(579)		(92)		(1,118)		(1,314)

Net income (loss)		$	16,805	$	(132,573)	$	57,407	$	(99,126)
Net (loss) income										Net (loss) income	$	(50,064)	$	10,223	$	7,343	$	(88,903)


Net income (loss), per:
Net (loss) income, per:										Net (loss) income, per:

Basic common share	Basic common share	$	0.07	$	(0.61)	$	0.25	$	(0.46)	Basic common share	$	(0.22)	$	0.05	$	0.03	$	(0.41)

Diluted common share	Diluted common share	$	0.07	$	(0.61)	$	0.25	$	(0.46)	Diluted common share	$	(0.22)	$	0.05	$	0.03	$	(0.41)

Weighted-average number of common shares outstanding, basic	Weighted-average number of common shares outstanding, basic	230,967,163		216,264,207		230,913,462		213,870,329		Weighted-average number of common shares outstanding, basic	230,982,227		220,865,518		230,936,032		216,227,221

Weighted-average number of common shares outstanding, diluted	Weighted-average number of common shares outstanding, diluted	231,681,536		216,264,207		231,641,958		213,870,329		Weighted-average number of common shares outstanding, diluted	230,982,227		222,063,910		231,779,750		216,227,221

See accompanying notes to consolidated financial statements.

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SABRA HEALTH CARE REIT, INC.

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

(in thousands)

(unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021

Net income (loss)		$	16,805	$	(132,573)	$	57,407	$	(99,126)
Net (loss) income										Net (loss) income	$	(50,064)	$	10,223	$	7,343	$	(88,903)
Other comprehensive income:	Other comprehensive income:									Other comprehensive income:
Unrealized gain (loss), net of tax:	Unrealized gain (loss), net of tax:									Unrealized gain (loss), net of tax:
Foreign currency translation gain (loss)	Foreign currency translation gain (loss)	3,081		(218)		2,437		(469)		Foreign currency translation gain (loss)	1,068		453		3,505		(16)
Unrealized gain (loss) on cash flow hedges	Unrealized gain (loss) on cash flow hedges	5,390		(9,583)		17,729		24,206		Unrealized gain (loss) on cash flow hedges	7,309		(423)		25,038		23,783

Total other comprehensive income (loss)		8,471		(9,801)		20,166		23,737
Total other comprehensive income										Total other comprehensive income	8,377		30		28,543		23,767

Comprehensive income (loss)		$	25,276	$	(142,374)	$	77,573	$	(75,389)
Comprehensive (loss) income										Comprehensive (loss) income	$	(41,687)	$	10,253	$	35,886	$	(65,136)

See accompanying notes to consolidated financial statements.

SABRA HEALTH CARE REIT, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(dollars in thousands, except per share data)

(unaudited)


			Three Months Ended June 30, 2021																				Three Months Ended September 30, 2021
		Common Stock		Additional Paid-in Capital			Cumulative Distributions in Excess of Net Income		Accumulated Other Comprehensive Loss								Total Equity						Common Stock				Additional Paid-in Capital	Cumulative Distributions in Excess of Net Income			Accumulated Other Comprehensive (Loss) Income										Total Equity
			Shares			Amounts																		Shares		Amounts
Balance, March 31, 2021			215,930,202	$	2,159		$	4,254,134			$	(746,516)			$	(6,373)					$	3,503,404

Net loss			—	—			—		(132,573)				—						(132,573)
Other comprehensive loss			—	—			—		—				(9,801)						(9,801)

Amortization of stock-based compensation			—	—			2,857		—				—						2,857

Common stock issuance, net			4,893,902	49			84,542		—				—						84,591

Common dividends ($0.30 per share)			—	—			—		(65,415)				—						(65,415)
Balance, June 30, 2021	Balance, June 30, 2021		220,824,104	$	2,208		$	4,341,533	$	(944,504)			$	(16,174)					$	3,383,063	Balance, June 30, 2021						220,824,104	$	2,208		$	4,341,533	$	(944,504)			$	(16,174)					$	3,383,063

			Three Months Ended June 30, 2022
		Common Stock		Additional Paid-in Capital			Cumulative Distributions in Excess of Net Income		Accumulated Other Comprehensive Income									Total Equity
			Shares			Amounts
Balance, March 31, 2022			230,954,777	$	2,310		$	4,481,634			$	(1,124,095)			$	1,674					$	3,361,523

Net income	Net income		—	—			—		16,805				—						16,805		Net income						—	—			—		10,223				—						10,223
Other comprehensive income	Other comprehensive income		—	—			—		—				8,471						8,471		Other comprehensive income						—	—			—		—				30						30

Amortization of stock-based compensation	Amortization of stock-based compensation		—	—			1,183		—				—						1,183		Amortization of stock-based compensation						—	—			3,124		—				—						3,124

Common stock issuance, net	Common stock issuance, net		14,095	—			(578)		—				—						(578)		Common stock issuance, net						33,988	1			(384)		—				—						(383)

Common dividends ($0.30 per share)	Common dividends ($0.30 per share)		—	—			—		(69,678)				—						(69,678)		Common dividends ($0.30 per share)						—	—			—		(66,957)				—						(66,957)
Balance, September 30, 2021																					Balance, September 30, 2021						220,858,092	$	2,209		$	4,344,273	$	(1,001,238)			$	(16,144)					$	3,329,100

																											Three Months Ended September 30, 2022
																									Common Stock			Additional Paid-in Capital			Cumulative Distributions in Excess of Net Income		Accumulated Other Comprehensive Income									Total Equity
																											Shares			Amounts
Balance, June 30, 2022	Balance, June 30, 2022		230,968,872	$	2,310		$	4,482,239	$	(1,176,968)			$	10,145					$	3,317,726	Balance, June 30, 2022						230,968,872	$	2,310		$	4,482,239			$	(1,176,968)			$	10,145					$	3,317,726

Net loss																					Net loss						—	—			—		(50,064)				—						(50,064)
Other comprehensive income																					Other comprehensive income						—	—			—		—				8,377						8,377

Amortization of stock-based compensation																					Amortization of stock-based compensation						—	—			2,657		—				—						2,657

Common stock issuance, net																					Common stock issuance, net						7,734	—			(127)		—				—						(127)

Common dividends ($0.30 per share)																					Common dividends ($0.30 per share)						—	—			—		(69,836)				—						(69,836)
Balance, September 30, 2022																					Balance, September 30, 2022						230,976,606	$	2,310		$	4,484,769	$	(1,296,868)			$	18,522					$	3,208,733

See accompanying notes to consolidated financial statements.

SABRA HEALTH CARE REIT, INC.

CONSOLIDATED STATEMENTS OF EQUITY (CONTINUED)

(dollars in thousands, except per share data)

(unaudited)


			Six Months Ended June 30, 2021																					Nine Months Ended September 30, 2021
		Common Stock		Additional Paid-in Capital			Cumulative Distributions in Excess of Net Income		Accumulated Other Comprehensive (Loss) Income								Total Equity							Common Stock						Additional Paid-in Capital				Cumulative Distributions in Excess of Net Income			Accumulated Other Comprehensive (Loss) Income																Total Equity
			Shares			Amounts																			Shares			Amounts
Balance, December 31, 2020	Balance, December 31, 2020		210,560,815	$	2,106		$	4,163,228			$	(716,195)			$	(39,911)					$	3,409,228	Balance, December 31, 2020									210,560,815								$	2,106				$	4,163,228				$	(716,195)				$	(39,911)					$	3,409,228

Net loss	Net loss		—	—			—		(99,126)				—						(99,126)		Net loss									—				—			—						(88,903)					—											(88,903)
Other comprehensive income	Other comprehensive income		—	—			—		—				23,737						23,737		Other comprehensive income									—				—			—						—					23,767											23,767

Amortization of stock-based compensation	Amortization of stock-based compensation		—	—			5,692		—				—						5,692		Amortization of stock-based compensation									—				—			8,816						—					—											8,816

Common stock issuance, net	Common stock issuance, net		10,263,289	102			172,613		—				—						172,715		Common stock issuance, net									10,297,277				103			172,229						—					—											172,332

Common dividends ($0.60 per share)			—	—			—		(129,183)				—						(129,183)
Balance, June 30, 2021			220,824,104	$	2,208		$	4,341,533	$	(944,504)			$	(16,174)					$	3,383,063
Common dividends ($0.90 per share)																					Common dividends ($0.90 per share)									—				—			—						(196,140)					—											(196,140)
Balance, September 30, 2021																					Balance, September 30, 2021									220,858,092				$	2,209		$	4,344,273					$	(1,001,238)				$	(16,144)										$	3,329,100

			Six Months Ended June 30, 2022																					Nine Months Ended September 30, 2022
		Common Stock		Additional Paid-in Capital			Cumulative Distributions in Excess of Net Income		Accumulated Other Comprehensive (Loss) Income									Total Equity								Common Stock					Additional Paid-in Capital					Cumulative Distributions in Excess of Net Income			Accumulated Other Comprehensive (Loss) Income															Total Equity
			Shares			Amounts																					Shares		Amounts
Balance, December 31, 2021	Balance, December 31, 2021		230,398,655	$	2,304		$	4,482,451			$	(1,095,204)			$	(10,021)					$	3,379,530	Balance, December 31, 2021										230,398,655									$	2,304				$	4,482,451				$	(1,095,204)				$	(10,021)					$	3,379,530

Net income	Net income		—	—			—		57,407				—						57,407		Net income									—				—			—						7,343					—											7,343
Other comprehensive income	Other comprehensive income		—	—			—		—				20,166						20,166		Other comprehensive income									—				—			—						—					28,543											28,543

Amortization of stock-based compensation	Amortization of stock-based compensation		—	—			3,856		—				—						3,856		Amortization of stock-based compensation									—				—			6,513						—					—											6,513

Common stock issuance, net	Common stock issuance, net		570,217	6			(4,068)		—				—						(4,062)		Common stock issuance, net									577,951				6			(4,195)						—					—											(4,189)

Common dividends ($0.60 per share)			—	—			—		(139,171)				—						(139,171)
Balance, June 30, 2022			230,968,872	$	2,310		$	4,482,239	$	(1,176,968)			$	10,145					$	3,317,726
Common dividends ($0.90 per share)																					Common dividends ($0.90 per share)									—				—			—						(209,007)					—											(209,007)
Balance, September 30, 2022																					Balance, September 30, 2022									230,976,606				$	2,310		$	4,484,769					$	(1,296,868)				$	18,522										$	3,208,733

See accompanying notes to consolidated financial statements.

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SABRA HEALTH CARE REIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


		Six Months Ended June 30,					Nine Months Ended September 30,
		2022		2021			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income (loss)	Net income (loss)	$	57,407	$	(99,126)	Net income (loss)	$	7,343	$	(88,903)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	Adjustments to reconcile net income (loss) to net cash provided by operating activities:					Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	90,428		88,866		Depreciation and amortization	137,855		133,912
Non-cash rental and related revenues	Non-cash rental and related revenues	(8,061)		(10,627)		Non-cash rental and related revenues	4,970		10,113
Non-cash interest income	Non-cash interest income	(1,094)		(914)		Non-cash interest income	(1,683)		(1,444)
Non-cash interest expense	Non-cash interest expense	5,502		3,645		Non-cash interest expense	8,300		5,389
Stock-based compensation expense	Stock-based compensation expense	3,250		4,559		Stock-based compensation expense	5,367		6,987

Loss on extinguishment of debt	Loss on extinguishment of debt	271		847		Loss on extinguishment of debt	411		1,760
Provision for loan losses and other reserves		205		1,916
(Recovery of) provision for loan losses and other reserves						(Recovery of) provision for loan losses and other reserves	(12)		1,890
Net loss on sales of real estate	Net loss on sales of real estate	4,501		2,439		Net loss on sales of real estate	4,581		1,784
Impairment of real estate	Impairment of real estate	11,745		—		Impairment of real estate	72,602		495
Other-than-temporary impairment of unconsolidated joint venture	Other-than-temporary impairment of unconsolidated joint venture	—		164,126		Other-than-temporary impairment of unconsolidated joint venture	—		164,126
Loss from unconsolidated joint ventures	Loss from unconsolidated joint ventures	5,331		10,673		Loss from unconsolidated joint ventures	9,715		14,691

Other non-cash items	Other non-cash items	2,167		—		Other non-cash items	2,167		—
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable, prepaid expenses and other assets, net	Accounts receivable, prepaid expenses and other assets, net	(6,074)		(2,361)		Accounts receivable, prepaid expenses and other assets, net	(5,631)		13,062
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	(25,895)		(11,777)		Accounts payable and accrued liabilities	2,161		(5,403)
Net cash provided by operating activities	Net cash provided by operating activities	139,683		152,266		Net cash provided by operating activities	248,146		258,459
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Acquisition of real estate	Acquisition of real estate	(20,573)		(62,107)		Acquisition of real estate	(83,985)		(62,116)

Origination and fundings of loans receivable						Origination and fundings of loans receivable	(4,500)		—
Origination and fundings of preferred equity investments	Origination and fundings of preferred equity investments	(4,990)		(3,394)		Origination and fundings of preferred equity investments	(5,813)		(4,153)
Additions to real estate	Additions to real estate	(19,495)		(21,736)		Additions to real estate	(33,809)		(29,278)
Escrow deposits for potential investments	Escrow deposits for potential investments	(836)		—		Escrow deposits for potential investments	(836)		—
Repayments of loans receivable	Repayments of loans receivable	4,466		1,135		Repayments of loans receivable	4,885		2,432
Repayments of preferred equity investments	Repayments of preferred equity investments	1,333		513		Repayments of preferred equity investments	4,173		683
Investment in unconsolidated joint venture	Investment in unconsolidated joint venture	(128,007)		—		Investment in unconsolidated joint venture	(128,019)		—
Net proceeds from the sales of real estate	Net proceeds from the sales of real estate	40,003		8,381		Net proceeds from the sales of real estate	62,816		15,066

Net cash used in investing activities	Net cash used in investing activities	(128,099)		(77,208)		Net cash used in investing activities	(185,088)		(77,366)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Net borrowings from revolving credit facility	Net borrowings from revolving credit facility	142,353		—		Net borrowings from revolving credit facility	147,353		—

Proceeds from issuance of senior unsecured notes						Proceeds from issuance of senior unsecured notes	—		791,520

Principal payments on term loans	Principal payments on term loans	(40,000)		(110,000)		Principal payments on term loans	(63,750)		(455,000)
Principal payments on secured debt	Principal payments on secured debt	(16,547)		(1,446)		Principal payments on secured debt	(17,030)		(2,185)
Payments of deferred financing costs	Payments of deferred financing costs	(6)		(7)		Payments of deferred financing costs	(6)		(7,444)

Payment of contingent consideration						Payment of contingent consideration	(2,500)		—
Issuance of common stock, net	Issuance of common stock, net	(3,803)		172,698		Issuance of common stock, net	(4,394)		172,188
Dividends paid on common stock	Dividends paid on common stock	(138,565)		(128,050)		Dividends paid on common stock	(207,861)		(194,311)
Net cash used in financing activities		(56,568)		(66,805)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(148,188)		304,768
Net (decrease) increase in cash, cash equivalents and restricted cash	Net (decrease) increase in cash, cash equivalents and restricted cash	(44,984)		8,253		Net (decrease) increase in cash, cash equivalents and restricted cash	(85,130)		485,861
Effect of foreign currency translation on cash, cash equivalents and restricted cash	Effect of foreign currency translation on cash, cash equivalents and restricted cash	619		159		Effect of foreign currency translation on cash, cash equivalents and restricted cash	392		34
Cash, cash equivalents and restricted cash, beginning of period	Cash, cash equivalents and restricted cash, beginning of period	115,886		65,523		Cash, cash equivalents and restricted cash, beginning of period	115,886		65,523
Cash, cash equivalents and restricted cash, end of period	Cash, cash equivalents and restricted cash, end of period	$	71,521	$	73,935	Cash, cash equivalents and restricted cash, end of period	$	31,148	$	551,418
Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Interest paid	Interest paid	$	49,968	$	45,658	Interest paid	$	68,778	$	66,051

Supplemental disclosure of non-cash investing activities:	Supplemental disclosure of non-cash investing activities:					Supplemental disclosure of non-cash investing activities:

Decrease in loans receivable and other investments due to acquisition of real estate	Decrease in loans receivable and other investments due to acquisition of real estate	$	5,623	$	—	Decrease in loans receivable and other investments due to acquisition of real estate	$	14,311	$	—

See accompanying notes to consolidated financial statements.

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SABRA HEALTH CARE REIT, INC.

NOTES TO 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 (“Senior Housing - Leased”), behavioral health facilities 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 joint ventures; investments in loans receivable; and preferred equity investments.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of Sabra and its wholly owned subsidiaries as of ~~June~~September 30, 2022 and December 31, 2021 and for the three and ~~six~~nine month periods ended ~~June~~September 30, 2022 and 2021. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the results for such periods. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 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

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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~~September 30, 2022, the Company determined that it was not the primary beneficiary of any VIEs.

As it relates to investments in loans, in addition to the Company’s assessment of VIEs and whether the Company is the primary beneficiary of those VIEs, the Company evaluates the loan terms and other pertinent facts to determine whether the loan investment should be accounted for as a loan or as a real estate joint venture. If an investment has the characteristics of a real estate joint venture, including if the Company participates in the majority of the borrower’s expected residual profit, the Company would account for the investment as an investment in a real estate joint venture and not as a loan investment. Expected residual profit is defined as the amount of profit, whether called interest or another name, such as an equity kicker, above a reasonable amount of interest and fees expected to be earned by a lender. At ~~June~~September 30, 2022, none of the Company’s investments in loans were accounted for as real estate joint ventures.

As it relates to investments in joint ventures, the Company assesses any 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~~September 30, 2022, the Company’s determination of which entity controls its investments in joint ventures has not changed as a result of any reassessment.

Use of Estimates

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

Recently Issued Accounting Standards Update

Issued but Not Yet Adopted

In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 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 the London Interbank Offered Rate (“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 provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2024. 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. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which refines the scope of Topic 848 and clarifies some of its guidance. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

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3. RECENT REAL ESTATE ACQUISITIONS (CONSOLIDATED)

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company acquired 1three Senior Housing - Managed ~~community. The investment was~~communities. Two of the investments were part of the Company’s proprietary development pipeline and ~~was~~were previously reflected as a preferred equity ~~investment~~investments which had aan aggregate book value of ~~$5.6~~$14.3 million at the time of acquisition. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company acquired 2two Senior Housing - Managed communities, 1one behavioral health facility and land to develop 1one skilled nursing/transitional care facility. The consideration was allocated as follows (in thousands):


		Six Months Ended June 30,					Nine Months Ended September 30,
		2022		2021			2022		2021
Land	Land	$	3,691	$	3,610	Land	$	10,292	$	3,610
Building and improvements	Building and improvements	21,168		55,962		Building and improvements	83,118		55,971
Tenant origination and absorption costs intangible assets	Tenant origination and absorption costs intangible assets	1,337		2,525		Tenant origination and absorption costs intangible assets	4,887		2,525
Tenant relationship intangible assets	Tenant relationship intangible assets	—		10		Tenant relationship intangible assets	—		10
Total consideration	Total consideration	$	26,196	$	62,107	Total consideration	$	98,297	$	62,116

The tenant origination and absorption costs intangible assets had ana weighted-average amortization period as of the date of acquisition of one year, for the ~~acquisition~~acquisitions completed during the ~~six~~nine months ended ~~June~~September 30, 2022. 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 two years and 26 years, respectively, for acquisitions completed during the ~~six~~nine months ended ~~June~~September 30, 2021.

For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company recognized ~~$1.3~~$3.9 million and ~~$2.2~~$6.0 million of total revenues, respectively, and ~~$0.4~~$0.3 million and ~~$0.6~~$0.9 million of net loss, respectively, from the ~~facility~~facilities acquired during the ~~six~~nine months ended ~~June~~September 30, 2022. For the three and ~~six~~nine months ended ~~June~~September 30, 2021, the Company recognized ~~$2.3~~$2.8 million and ~~$2.7~~$5.5 million of total revenues, respectively, and ~~$0.2 million~~$42,000 and $0.3 million of net income, respectively, from the facilities acquired during the ~~six~~nine months ended ~~June~~September 30, 2021.

4. INVESTMENT IN REAL ESTATE PROPERTIES

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

As of ~~June~~September 30, 2022


Property Type	Property Type	Number of Properties	Number of Beds/Units	Total Real Estate at Cost		Accumulated Depreciation		Total Real Estate Investments, Net		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	Skilled Nursing/Transitional Care	272	30,251	$	3,560,595	$	(511,806)	$	3,048,789	Skilled Nursing/Transitional Care	270	30,205	$	3,438,590	$	(476,998)	$	2,961,592
Senior Housing - Leased	Senior Housing - Leased	55	3,965	693,341		(108,029)		585,312		Senior Housing - Leased	52	3,822	673,346		(107,557)		565,789
Senior Housing - Managed	Senior Housing - Managed	50	5,266	1,041,558		(190,810)		850,748		Senior Housing - Managed	54	5,669	1,115,965		(201,278)		914,687
Behavioral Health	Behavioral Health	14	795	420,880		(47,083)		373,797		Behavioral Health	16	965	447,427		(55,706)		391,721
Specialty Hospitals and Other	Specialty Hospitals and Other	15	392	225,443		(39,331)		186,112		Specialty Hospitals and Other	15	392	225,443		(40,685)		184,758
		406	40,669	5,941,817		(897,059)		5,044,758			407	41,053	5,900,771		(882,224)		5,018,547
Corporate Level	Corporate Level			880		(509)		371		Corporate Level			887		(531)		356
				$	5,942,697	$	(897,568)	$	5,045,129				$	5,901,658	$	(882,755)	$	5,018,903

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As of December 31, 2021


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	279	30,920	$	3,617,359	$	(474,534)	$	3,142,825
Senior Housing - Leased	60	4,099	720,581		(104,046)		616,535
Senior Housing - Managed	49	5,140	1,012,398		(174,098)		838,300
Behavioral Health	13	795	417,659		(41,556)		376,103
Specialty Hospitals and Other	15	392	225,348		(36,623)		188,725
	416	41,346	5,993,345		(830,857)		5,162,488
Corporate Level			863		(467)		396
			$	5,994,208	$	(831,324)	$	5,162,884


		June 30, 2022		December 31, 2021			September 30, 2022		December 31, 2021
Building and improvements	Building and improvements	$	5,101,294	$	5,145,096	Building and improvements	$	5,061,024	$	5,145,096
Furniture and equipment	Furniture and equipment	265,594		262,969		Furniture and equipment	262,323		262,969
Land improvements	Land improvements	4,050		4,295		Land improvements	4,663		4,295
Land	Land	571,759		581,848		Land	573,648		581,848
Total real estate at cost	Total real estate at cost	5,942,697		5,994,208		Total real estate at cost	5,901,658		5,994,208
Accumulated depreciation	Accumulated depreciation	(897,568)		(831,324)		Accumulated depreciation	(882,755)		(831,324)
Total real estate investments, net	Total real estate investments, net	$	5,045,129	$	5,162,884	Total real estate investments, net	$	5,018,903	$	5,162,884

Operating Leases

As of ~~June~~September 30, 2022, the substantial majority of the Company’s real estate properties (excluding 5054 Senior Housing - Managed communities) were leased under triple-net operating leases with expirations ranging from less than one year to 20 years. As of ~~June~~September 30, 2022, the leases had a weighted-average remaining term of ~~seven~~eight years. The leases generally include provisions to extend the lease terms and other negotiated terms and conditions. The Company, through its subsidiaries, retains substantially all of the risks and benefits of ownership of the real estate assets leased to the tenants. The Company may receive additional security under these operating leases in the form of letters of credit and security deposits from the lessee or guarantees from the parent of the lessee. Security deposits received in cash related to tenant leases are included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets and totaled ~~$12.2~~$13.9 million and $28.6 million as of ~~June~~September 30, 2022 and December 31, 2021, respectively, and letters of credit deposited with the Company totaled approximately ~~$79~~$58 million and $63 million as of ~~June~~September 30, 2022 and December 31, 2021, respectively. In addition, the Company’s tenants have deposited with the Company ~~$16.9~~$16.2 million and $16.8 million as of ~~June~~September 30, 2022 and December 31, 2021, respectively, for future real estate taxes, insurance expenditures and tenant improvements related to the Company’s properties and their operations, and these amounts are included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets.

Lessor costs that are paid by the lessor and reimbursed by the lessee are included in the measurement of variable lease revenue and the associated expense. As a result, the Company recognized variable lease revenue and the associated expense of ~~$4.4~~$4.3 million and ~~$9.4~~$13.7 million during the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, and ~~$4.8~~$4.6 million and ~~$9.6~~$14.2 million during the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively.

The Company monitors the creditworthiness of its tenants by evaluating the ability of the tenants to meet their lease obligations to the Company based on the tenants’ financial performance, including, as applicable and appropriate, the evaluation of any parent guarantees (or the guarantees of other related parties) of such lease obligations. The primary basis for the Company’s evaluation of the credit quality of its tenants (and more specifically the tenant’s ability to pay their rent obligations to the Company) is the tenant’s lease coverage ratio as supplemented by the parent’s fixed charge coverage ratio for those entities with a parent guarantee. These coverage ratios include earnings before interest, taxes, depreciation, amortization and rent (“EBITDAR”) to rent and earnings before interest, taxes, depreciation, amortization, rent and management fees (“EBITDARM”) to rent at the lease level and consolidated EBITDAR to total fixed charges at the parent guarantor level when such a guarantee exists. The Company obtains various financial and operational information from the majority of its tenants each month and reviews this information in conjunction with the above-described coverage metrics to identify financial and operational trends, evaluate the impact of the industry’s operational and financial environment (including the impact of

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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.

The Avamere Family of Companies (“Avamere”) leases 27 facilities from the Company and has been impacted by census declines, labor cost increases and cash flow constraints as a result of the COVID-19 pandemic. In 2021, the Company concluded that its lease with the Avamere Family of Companies (“Avamere”) should no longer be accounted for on an accrual basis and ~~used Avamere’s $11.9~~wrote off $25.2 million ~~letter~~ of ~~credit to fund rent. In~~straight-line rent receivable balances, and in 2022, Avamere’s lease was amended to, among other things, reduce Avamere’s annual base rent to $30.7 million from $44.1 million effective February 1, 2022.

During the three months ended September 30, 2022, the Company concluded that its leases with North American Health Care, Inc. (“North American”) should no longer be accounted for on an accrual basis and wrote off $15.6 million of straight-line rent receivable balances related to these leases. In addition, during the three months ended September 30, 2022, the Company terminated its leases with North American; however, as of September 30, 2022, North American remained in possession of the buildings and the lease termination was therefore accounted for as a lease modification. As a result of this accounting treatment, the Company adjusted the remaining useful lives of the existing lease intangibles with respect to these leases to reflect the new estimated period of occupancy, which is expected to end as to each property when the Company has obtained all applicable governmental approvals for the transfer of the tenancy of such property to the Ensign Group or Avamere, as applicable.

For the three and ~~six~~nine months ended ~~June~~September 30, 2022, no tenant relationship represented 10% or more of the Company’s total revenues.

As of ~~June~~September 30, 2022, 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):


July 1 through December 31, 2022		$	196,502
October 1 through December 31, 2022				October 1 through December 31, 2022	$	91,616
2023	2023	390,351		2023	353,765
2024	2024	391,434		2024	357,255
2025	2025	386,768		2025	352,443
2026	2026	371,249		2026	337,218
Thereafter	Thereafter	1,464,368		Thereafter	1,344,958
		$	3,200,672		$	2,837,255

Senior Housing - Managed Communities

The Company’s Senior Housing - Managed communities offer residents certain ancillary services that are not contemplated in the lease with each resident (i.e., housekeeping, laundry, guest meals, etc.). These services are provided and paid for in addition to the standard services included in each resident lease (i.e., room and board, standard meals, etc.). The Company bills residents for ancillary services one month in arrears and recognizes revenue as the services are provided, as the Company has no continuing performance obligation related to those services. Resident fees and services include ancillary service revenue of ~~$0.3~~$0.4 million and ~~$0.7~~$1.0 million for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, and $0.3 million and ~~$0.6~~$0.9 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021,, respectively.

During ~~each of~~ the ~~three and six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company recognized government grants of $0.1 million and $0.5 million, respectively, in resident fees and services on the accompanying consolidated statements of ~~income~~ (loss). income. No government grants were recognized in resident fees and services during the three months ended September 30, 2022 and 2021.

Capital and Other Expenditures

As of September 30, 2022, the Company’s aggregate commitment for future capital and other expenditures associated with facilities leased under triple-net operating leases was approximately $81 million. These commitments are principally for improvements to its facilities.

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Investment in Unconsolidated Joint Ventures

The following is a summary of the Company’s investment in unconsolidated joint ventures (dollars in thousands):


		Property Type		Number of Properties as of June 30, 2022		Ownership as of June 30, 2022		Book Value								Property Type			Number of Properties as of September 30, 2022		Ownership as of September 30, 2022			Book Value
					June 30, 2022			December 31, 2021									September 30, 2022						December 31, 2021
Enlivant Joint Venture (1)	Enlivant Joint Venture (1)		Senior Housing - Managed			157		49		%	$	91,556		$	96,680			Enlivant Joint Venture (1)		Senior Housing - Managed			157			49	%			$	87,400	$	96,680
Sienna Joint Venture	Sienna Joint Venture	Senior Housing - Managed		12		50	%	128,364			—		Sienna Joint Venture			Senior Housing - Managed			12		50	%		120,216				—
								$	219,920		$	96,680												$	207,616			$	96,680

(1) As of ~~June~~September 30, 2022 and December 31, 2021, the book value of the Company’s investment in the Enlivant Joint Venture (as defined below) includes an unamortized basis difference of ~~$289.9~~$288.0 million and $293.7 million, respectively. The unamortized basis difference is related to the difference between the amount the Company purchased its interest in the Enlivant Joint Venture for and the historical cost basis of the assets.

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company formed a joint venture with Sienna Senior Living (the “Sienna Joint Venture”), and the Sienna Joint Venture completed the acquisition of 12 senior housing communities that are being managed by Sienna Senior Living. The gross investment by the Sienna Joint Venture totaled CAD $379.0 million, excluding acquisition costs. In addition, the Sienna Joint Venture assumed CAD $53.4 million of debt.

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During ~~each of~~ the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company recognized government grants of ~~$3.4~~$0.1 million and $3.5 million, respectively, in loss from unconsolidated joint ventures on the accompanying consolidated statements of ~~income~~ (loss). income. No government grants were recognized in loss from unconsolidated joint ventures during the three and ~~six~~nine months ended ~~June~~September 30, 2021.

During the second quarter of 2021, the Company re-evaluated its plans with respect to its joint venture with affiliates of TPG Real Estate, the real estate platform of TPG (the “Enlivant Joint Venture”) and determined that it intends to eventually exit its 49% stake. The Company concluded that the carrying value exceeded the estimated fair value of the investment and deemed the decline to be other-than-temporary. This resulted in the Company recording an impairment charge totaling $164.1 million during the three months ended June 30, 2021.

TPG also owns Enlivant, the senior housing management platform that manages the portfolio owned by the Enlivant Joint Venture. The ongoing operating performance of the Enlivant Joint Venture, as well as whether TPG is able to secure a buyer on favorable terms or at all, will impact the ultimate amounts realized from the Enlivant Joint Venture and may require the Company to recognize an additional impairment charge in the future with respect to this investment. Accordingly, the amount ultimately realized by the Company for its investment in the Enlivant Joint Venture could materially differ from its estimated fair value as reflected in the consolidated balance sheets as of ~~June~~September 30, 2022.

The following table presents summarized financial information for the Enlivant Joint Venture and, except for basis adjustments, other-than-temporary impairment and loss from unconsolidated joint venture, reflects the historical cost basis of the assets which pre-dated the Company’s investment in the Enlivant Joint Venture (in thousands):


	Nine Months Ended September 30,
	2022		2021
Total revenues	$	237,144	$	200,927
Operating expenses (1)	215,293		182,777
Net loss	(7,177)		(14,036)

Company’s share of net loss	$	(3,525)	$	(6,739)
Basis adjustments	5,755		7,952
Other-than-temporary impairment	—		164,126
Loss from unconsolidated joint venture	$	(9,280)	$	(178,817)

(1) During the nine months ended September 30, 2022 and 2021, TPG caused the Enlivant Joint Venture to fund $12.0 million and $5.0 million, respectively, of payments to Enlivant beyond amounts contractually required under the management agreement. These payments were to support the operations of Enlivant and are reflected as operating expenses. Funding for support payments did not require capital contributions from Sabra but rather were funded with proceeds received by the Enlivant Joint Venture from TPG for the issuance of senior preferred interests or with cash on hand at the Enlivant Joint Venture.

Certain amounts in the financial information for the Enlivant Joint Venture have been reclassified to conform to Sabra’s presentation. The Company’s share of net loss in the Enlivant Joint Venture reflects its 49% equity interest and excludes certain

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equity-like compensation expense and the related income tax impact as such expense is not the responsibility of the Company under the terms of the joint venture agreement.

Net Investment in Sales-Type Lease

As of ~~June~~September 30, 2022, the Company had a $25.4 million net investment in 1one skilled nursing/transitional care facility leased to an operator under a sales-type lease, as the tenant is obligated to purchase the property at the end of the lease term. The net investment in sales-type lease is recorded in accounts receivable, prepaid expenses and other assets, net on the accompanying consolidated balance sheets and represents the present value of total rental payments of ~~$1.9~~$1.3 million, plus the estimated purchase price of $25.6 million, less the unearned lease income of ~~$2.0~~$1.4 million and allowance for credit losses of $0.1 million as of ~~June~~September 30, 2022. Unearned lease income represents the excess of the minimum lease payments and residual value over the cost of the investment. Unearned lease income is deferred and amortized to income over the lease term to provide a constant yield when collectability of the lease payments is reasonably assured. Income from the Company’s net investment in sales-type lease was $0.6 million and ~~$1.2~~$1.9 million for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, and $0.6 million and ~~$1.2~~$1.8 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, and is reflected in interest and other income on the accompanying consolidated statements of ~~income~~ (loss). income. During the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company reduced its allowance for credit losses by ~~$31,000~~$32,000 and $0.1 million, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2021, the Company reduced its allowance for credit losses by ~~$21,000~~$26,000 and increased its allowance for credit losses by $0.1 million, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company was required to recognize a $1.0 million gain on sale of real estate prior to the sale to the tenant as a result of a lease modification and reassessing the classification of the lease and determining it should be accounted for as a sales-type lease. Future minimum lease payments contractually due under the sales-type lease at ~~June~~September 30, 2022 were as follows: ~~$1.2~~$0.6 million for the remainder of 2022 and $0.8 million for 2023.

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

~~Assets~~Asset Held for Sale

As of ~~June~~September 30, 2022, the Company determined that 3one skilled nursing/transitional care ~~facilities~~facility with ~~an aggregate~~a net book value of ~~$22.9~~$0.9 million met the criteria to be classified as ~~assets~~an asset held for sale, and this balance is included in accounts receivable, prepaid expenses and other assets, net on the consolidated balance sheets. ~~Subsequent to June 30, 2022, the Company completed the sale of 1 of the facilities for a gross sales price of $6.5 million.~~

Impairment of Real Estate

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company recognized ~~an $11.7~~$72.6 million of real estate impairment related to ~~the 3~~10 skilled nursing/transitional care facilities ~~classified as assets held for sale as~~that have either sold or are under contract to sell.

During the nine months ended September 30, 2021, the Company recognized $0.5 million of ~~June 30, 2022 and 1 additional~~real estate impairment related to one skilled nursing/transitional care ~~facility.~~facility and one senior housing community that were subsequently sold.

To estimate the fair value of the impaired facilities, the Company utilized a market approach which considered binding sale agreements, ~~(Level 2 measurements),~~ non-binding offers from unrelated third parties or model-derived valuations with significant unobservable inputs (Level 3 measurements), as applicable.

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The Company continues to evaluate additional assets for sale as part of its initiative to recycle capital and further improve its portfolio quality. This could lead to a shorter hold period and could result in the determination that the full amount of the Company’s investment is not recoverable, resulting in an impairment charge which could be material.

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Dispositions

The following table summarizes the Company’s dispositions for the periods presented (dollars in millions):


		Six Months Ended June 30,					Nine Months Ended September 30,
		2022		2021			2022		2021
Number of facilities	Number of facilities	8		4		Number of facilities	11		8
Consideration, net of closing costs	Consideration, net of closing costs	$	40.0	$	11.3	Consideration, net of closing costs	$	62.8	$	17.9
Net carrying value	Net carrying value	44.5		14.7		Net carrying value	67.4		20.5
Net loss on sale	Net loss on sale	$	(4.5)	$	(3.4)	Net loss on sale	$	(4.6)	$	(2.6)

Net loss		$	(3.2)	$	(1.8)
Net (loss) income (1)						Net (loss) income (1)	$	(10.0)	$	1.3

(1) In addition to net loss on sale, net (loss) income includes impairment of real estate of $8.0 million for the nine months ended September 30, 2022.

The sale of the disposition facilities does not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results, and therefore the results of operations attributable to these facilities have remained in continuing operations.

6. LOANS RECEIVABLE AND OTHER INVESTMENTS

As of ~~June~~September 30, 2022 and December 31, 2021, the Company’s loans receivable and other investments consisted of the following (dollars in thousands):


										As of June 30, 2022														As of September 30, 2022
Investment	Investment	Quantity as of June 30, 2022	Property Type	Principal Balance as of June 30, 2022 (1)		Book Value as of June 30, 2022		Book Value as of December 31, 2021		Weighted Average Contractual Interest Rate / Rate of Return		Weighted Average Annualized Effective Interest Rate / Rate of Return		Maturity Date as of June 30, 2022	Investment	Quantity as of September 30, 2022	Property Type	Principal Balance as of September 30, 2022 (1)		Book Value as of September 30, 2022		Book Value as of December 31, 2021		Weighted Average Contractual Interest Rate / Rate of Return		Weighted Average Annualized Effective Interest Rate / Rate of Return		Maturity Date as of September 30, 2022
Loans Receivable:	Loans Receivable:														Loans Receivable:
Mortgage	Mortgage	2	Behavioral Health	$	309,000	$	309,000	$	309,000	7.7	%	7.7	%	11/01/26 - 01/31/27	Mortgage	2	Behavioral Health	$	309,000	$	309,000	$	309,000	7.7	%	7.7	%	11/01/26 - 01/31/27
Construction	Construction	—	—	—		—		3,347		—		—		—	Construction	—	—	—		—		3,347		—		—		—

Other	Other	12	Multiple	38,693		34,881		36,028		6.8	%	6.1	%	11/30/22 - 08/31/28	Other	13	Multiple	42,774		38,960		36,028		6.9	%	6.2	%	11/30/22 - 08/31/28
		14		347,693		343,881		348,375		7.6	%	7.5	%			15		351,774		347,960		348,375		7.6	%	7.5	%
Allowance for loan losses	Allowance for loan losses			—		(6,612)		(6,344)							Allowance for loan losses			—		(6,427)		(6,344)
				$	347,693	$	337,269	$	342,031									$	351,774	$	341,533	$	342,031
Other Investments:	Other Investments:														Other Investments:
Preferred Equity	Preferred Equity	8	Skilled Nursing / Senior Housing	57,861		58,073		57,055		11.0	%	10.9	%	N/A	Preferred Equity	7	Skilled Nursing / Senior Housing	48,575		48,742		57,055		10.8	%	10.7	%	N/A
Total	Total	22		$	405,554	$	395,342	$	399,086	8.0	%	8.0	%		Total	22		$	400,349	$	390,275	$	399,086	8.0	%	7.9	%

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

As of ~~June~~September 30, 2022, the Company has committed to provide up to ~~$72.6~~$72.3 million of future funding related to 2three preferred equity investments and 2two loan receivable investments with maturity dates ranging from December 2022 to November 2026.

As of ~~June~~September 30, 2022 and December 31, 2021, the Company had 3three loans receivable investments, with an aggregate principal balance of $1.6 million and $1.7 million, respectively, that were considered to have deteriorated credit quality. As of ~~each of June~~September 30, 2022 and December 31, 2021, the book value of the outstanding loans with deteriorated credit quality was $8,000 and $0.1 ~~million.~~

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million, respectively.

During the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company reduced its allowance for loan losses by $0.2 million and increased its allowance for loan losses by ~~$0.3~~$0.1 million, respectively. During the three months ended

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September 30, 2021, no adjustment to the Company’s allowance for loan losses was necessary, and ~~six~~during the nine months ended ~~June~~September 30, 2021, the Company ~~reduced its allowance for loan losses by $0.1 million and~~ increased its allowance for loan losses by $1.8 ~~million, respectively.~~million.

As of ~~June~~September 30, 2022 and December 31, 2021, the Company had a ~~$6.6~~$6.4 million and $6.3 million allowance for loan losses, respectively, and 3three loans receivable investments with no book value were on nonaccrual status. As of ~~June~~September 30, 2022 and December 31, 2021, the Company did not consider any preferred equity investments to be impaired, and no preferred equity investments were on nonaccrual status.

7. DEBT

Secured Indebtedness

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


						As of June 30, 2022										As of September 30, 2022
Interest Rate Type	Interest Rate Type	Principal Balance as of June 30, 2022 (1)		Principal Balance as of December 31, 2021 (1)		Weighted Average Interest Rate		Weighted Average Effective Interest Rate (2)		Maturity Date	Interest Rate Type	Principal Balance as of September 30, 2022 (1)		Principal Balance as of December 31, 2021 (1)		Weighted Average Interest Rate		Weighted Average Effective Interest Rate (2)		Maturity Date
Fixed Rate	Fixed Rate	$	51,092	$	67,602	2.84	%	3.33	%	May 2031 - August 2051	Fixed Rate	$	50,609	$	67,602	2.84	%	3.33	%	May 2031 - August 2051

(1) Principal balance does not include deferred financing costs, net of $0.9 million as of each of ~~June~~September 30, 2022 and December 31, 2021.

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

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company repaid $15.4 million of debt secured by 3three facilities.

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	Title	Maturity Date	June 30, 2022 (1)		December 31, 2021 (1)		Title	Maturity Date	September 30, 2022 (1)		December 31, 2021 (1)
5.125% senior unsecured notes due 2026 (“2026 Notes”)	5.125% senior unsecured notes due 2026 (“2026 Notes”)	August 15, 2026	$	500,000	$	500,000	5.125% senior unsecured notes due 2026 (“2026 Notes”)	August 15, 2026	$	500,000	$	500,000
5.88% senior unsecured notes due 2027 (“2027 Notes”)	5.88% 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”)	3.90% senior unsecured notes due 2029 (“2029 Notes”)	October 15, 2029	350,000		350,000		3.90% senior unsecured notes due 2029 (“2029 Notes”)	October 15, 2029	350,000		350,000
3.20% senior unsecured notes due 2031 (“2031 Notes”)	3.20% senior unsecured notes due 2031 (“2031 Notes”)	December 1, 2031	800,000		800,000		3.20% senior unsecured notes due 2031 (“2031 Notes”)	December 1, 2031	800,000		800,000
			$	1,750,000	$	1,750,000			$	1,750,000	$	1,750,000

(1) Principal balance does not include discount, net of ~~$3.2~~$3.4 million and deferred financing costs, net of ~~$12.8~~$12.4 million as of ~~June~~September 30, 2022 and does not include discount, net of $2.9 million and deferred financing costs, net of $13.6 million as of December 31, 2021. In addition, the weighted average effective interest rate as of ~~June~~September 30, 2022 was 4.01%.

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

The 2029 Notes were issued by the Operating Partnership and, until redemption of the Company’s previously outstanding 5.375% senior notes due 2023 in October 2019, Sabra Capital Corporation, wholly owned subsidiaries of the Company, and accrue interest at a rate of 3.90% per annum. Interest is payable semiannually on April 15 and October 15 of each year.

The 2031 Notes were issued by the Operating Partnership, a wholly owned subsidiary of the Company, and accrue interest at a rate of 3.20% per annum. Interest is payable semiannually on June 1 and December 1 of each year, commencing on June 1, 2022.

The obligations under the 2027 Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by Sabra and one of its non-operating subsidiaries, subject to release under certain customary circumstances. The obligations under the 2026 Notes, 2029 Notes and 2031 Notes are fully and unconditionally guaranteed, on an unsecured basis, by Sabra; provided, however, that such guarantee is subject to release under certain customary circumstances.

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The indentures and agreements (the “Senior Notes Indentures”) governing the 2026 Notes, 2027 Notes, 2029 Notes and 2031 Notes (collectively, the “Senior Notes”) include customary events of default and require the Company to comply with

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specified restrictive covenants. As of ~~June~~September 30, 2022, the Company was in compliance with all applicable financial covenants under the Senior Notes Indentures.

Credit Agreement

On September 9, 2019, the Operating Partnership and Sabra Canadian Holdings, LLC (together, the “Borrowers”), Sabra and the other parties thereto entered into a fifth amended and restated unsecured credit agreement (the “Credit Agreement”).

The Credit Agreement includes a $1.0 billion revolving credit facility (the “Revolving Credit Facility”), a ~~$460.0~~$436.3 million U.S. dollar term loan 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 Agreement also contains an accordion feature that can increase the total available borrowings to $2.75 billion, subject to terms and conditions.

The Revolving Credit Facility has a maturity date of September 9, 2023, and includes 2two six-month extension options. The Term Loans have a maturity date of September 9, 2024.

~~No loss on extinguishment of debt was recognized during~~During the three and nine months ended ~~June 30, 2022. During the six months ended June~~September 30, 2022, the Company recognized ~~$0.3~~$0.1 million and $0.4 million, respectively, of loss on extinguishment of debt related to write-offs of deferred financing costs in connection with the partial pay ~~down~~downs of the U.S. dollar Term Loan.

As of ~~June~~September 30, 2022, there was ~~$142.3~~$138.6 million (comprised of CAD $183.5 million) outstanding under the Revolving Credit Facility and ~~$857.7~~$861.4 million available for borrowing.

Borrowings under the Revolving Credit Facility bear interest on the outstanding principal amount at a rate equal to a ratings-based applicable interest margin plus, Canadian Dollar Offered Rate (“CDOR”) for Canadian dollar borrowings, or at the Operating Partnership’s option for U.S. dollar borrowings, either (a) LIBOR or (b) a base rate determined as the greater of (i) the federal funds rate plus 0.5%, (ii) the prime rate, and (iii) one-month LIBOR plus 1.0% (the “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 0.775% to 1.45% per annum for CDOR or LIBOR based borrowings and 0.00% to 0.45% per annum for borrowings at the Base Rate. As of ~~June~~September 30, 2022, the weighted average interest rate on the Revolving Credit Facility was ~~3.33%~~4.84%. In addition, the Operating Partnership pays a facility fee ranging between 0.125% and 0.300% per annum based on the aggregate amount of commitments under the Revolving Credit Facility regardless of amounts outstanding thereunder.

The U.S. dollar Term Loan bears interest on the outstanding principal amount at a rate equal to a 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 and will range from 0.85% to 1.65% per annum for LIBOR based borrowings and 0.00% to 0.65% per annum for borrowings at the Base Rate. As of ~~June~~September 30, 2022, the interest rate on the U.S. dollar Term Loan was ~~3.04%~~4.39%. The Canadian dollar Term Loan bears interest on the outstanding principal amount at a rate equal to CDOR plus an interest margin that ranges from 0.85% to 1.65% depending on the Debt Ratings. As of ~~June~~September 30, 2022, the interest rate on the Canadian dollar Term Loan was ~~3.48%~~5.01%.

The Company has interest rate swaps and interest rate collars that fix and set a cap and floor, respectively, for the LIBOR portion of the interest rate for $436.3 million of LIBOR-based borrowings under its U.S. dollar Term Loan at a weighted average rate of 1.14% and interest rate swaps that fix the CDOR portion of the interest rate for CAD $125.0 million of CDOR-based borrowings under its Canadian dollar Term Loan at a rate of 1.10%. As of ~~June~~September 30, 2022, the effective interest rate on the U.S. dollar and Canadian dollar Term Loans was ~~2.86%~~3.21% and 2.35%, respectively. In addition, the Canadian dollar Term Loan and the CAD $183.5 million outstanding under the Revolving Credit Facility are designated as net investment hedges. See Note 8, “Derivative and Hedging Instruments,” for further information.

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

The Credit Agreement contains customary covenants that include restrictions or limitations on the ability to pay dividends, incur additional indebtedness, engage in non-healthcare related business activities, enter into transactions with affiliates and sell or otherwise transfer certain assets as well as customary events of default. The Credit Agreement also requires Sabra, through the Operating Partnership, to comply with specified financial covenants, which include a maximum total leverage ratio, a minimum secured debt leverage ratio, a minimum fixed charge coverage ratio, a maximum unsecured leverage

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ratio, a minimum tangible net worth requirement and a minimum unsecured interest coverage ratio. As of ~~June~~September 30, 2022, the Company was in compliance with all applicable financial covenants under the Credit Agreement.

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Interest Expense

The Company incurred interest expense of ~~$25.5~~$27.1 million and ~~$50.5~~$77.6 million during the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, and ~~$24.3~~$24.2 million and ~~$48.7~~$73.0 million during the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively. Interest expense includes non-cash interest expense of $2.8 million and ~~$5.5~~$8.3 million for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, and $1.7 million and ~~$3.6~~$5.4 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively. As of ~~June~~September 30, 2022 and December 31, 2021, the Company had ~~$16.6~~$22.0 million and $21.5 million, respectively, of accrued interest included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets.

Maturities

The following is a schedule of maturities for the Company’s outstanding debt as of ~~June~~September 30, 2022 (in thousands):


		Secured Indebtedness		Revolving Credit Facility (1)		Term Loans		Senior Notes		Total			Secured Indebtedness		Revolving Credit Facility (1)		Term Loans		Senior Notes		Total
July 1 through December 31, 2022		$	969	$	—	$	—	$	—	$	969
October 1 through December 31, 2022												October 1 through December 31, 2022	$	486	$	—	$	—	$	—	$	486
2023	2023	1,979		142,341		—		—		144,320		2023	1,979		138,551		—		—		140,530
2024	2024	2,034		—		556,963		—		558,997		2024	2,034		—		527,225		—		529,259
2025	2025	2,089		—		—		—		2,089		2025	2,089		—		—		—		2,089
2026	2026	2,147		—		—		500,000		502,147		2026	2,147		—		—		500,000		502,147
Thereafter	Thereafter	41,874		—		—		1,250,000		1,291,874		Thereafter	41,874		—		—		1,250,000		1,291,874
Total Debt	Total Debt	51,092		142,341		556,963		1,750,000		2,500,396		Total Debt	50,609		138,551		527,225		1,750,000		2,466,385
Discount, net	Discount, net	—		—		—		(3,207)		(3,207)		Discount, net	—		—		—		(3,374)		(3,374)
Deferred financing costs, net	Deferred financing costs, net	(915)		—		(3,268)		(12,785)		(16,968)		Deferred financing costs, net	(903)		—		(2,768)		(12,398)		(16,069)
Total Debt, Net	Total Debt, Net	$	50,177	$	142,341	$	553,695	$	1,734,008	$	2,480,221	Total Debt, Net	$	49,706	$	138,551	$	524,457	$	1,734,228	$	2,446,942

(1) Revolving Credit Facility is subject to 2two 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. As of ~~June~~September 30, 2022, approximately ~~$0.1~~$3.8 million of ~~losses,~~gains, which are included in accumulated other comprehensive income, are expected to be reclassified into earnings in the next 12 months.

Net Investment Hedges

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

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


		June 30, 2022		December 31, 2021			September 30, 2022		December 31, 2021
Derivatives designated as cash flow hedges:	Derivatives designated as cash flow hedges:					Derivatives designated as cash flow hedges:
Denominated in U.S. Dollars (1)	Denominated in U.S. Dollars (1)	$	436,250	$	436,250	Denominated in U.S. Dollars (1)	$	436,250	$	436,250
Denominated in Canadian Dollars	Denominated in Canadian Dollars	$	125,000	$	125,000	Denominated in Canadian Dollars	$	125,000	$	125,000
Derivatives designated as net investment hedges:	Derivatives designated as net investment hedges:					Derivatives designated as net investment hedges:
Denominated in Canadian Dollars	Denominated in Canadian Dollars	$	56,300	$	50,859	Denominated in Canadian Dollars	$	56,300	$	50,859
Financial instruments designated as net investment hedges:	Financial instruments designated as net investment hedges:					Financial instruments designated as net investment hedges:
Denominated in Canadian Dollars	Denominated in Canadian Dollars	$	308,500	$	125,000	Denominated in Canadian Dollars	$	308,500	$	125,000
Derivatives not designated as net investment hedges:	Derivatives not designated as net investment hedges:					Derivatives not designated as net investment hedges:
Denominated in Canadian Dollars	Denominated in Canadian Dollars	$	—	$	5,441	Denominated in Canadian Dollars	$	—	$	5,441

(1) Balance includes swaps with an aggregate notional amount of $175.0 million, which accretes to $262.5 million in January 2023.

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~~September 30, 2022 and December 31, 2021 (dollars in thousands):


			Count as of June 30, 2022		Fair Value as of					Maturity Dates							Count as of September 30, 2022		Fair Value as of					Maturity Dates
Type	Type	Designation		June 30, 2022			December 31, 2021				Balance Sheet Location	Type		Designation				September 30, 2022			December 31, 2021				Balance Sheet Location
Assets:	Assets:														Assets:

Interest rate swaps	Interest rate swaps	Cash flow	6		$	9,575		$	1,481	2023 - 2024		Accounts receivable, prepaid expenses and other assets, net	Interest rate swaps			Cash flow	6		$	11,986		$	1,481	2023 - 2024		Accounts receivable, prepaid expenses and other assets, net
Interest rate collars	Interest rate collars	Cash flow	2		3,101			—		2024		Accounts receivable, prepaid expenses and other assets, net	Interest rate collars			Cash flow	2		6,257			—		2024		Accounts receivable, prepaid expenses and other assets, net

Cross currency interest rate swaps	Cross currency interest rate swaps	Net investment	2		2,300			1,849		2025		Accounts receivable, prepaid expenses and other assets, net	Cross currency interest rate swaps			Net investment	2		4,516			1,849		2025		Accounts receivable, prepaid expenses and other assets, net
					$	14,976		$	3,330										$	22,759		$	3,330
Liabilities:	Liabilities:												Liabilities:
Interest rate swaps	Interest rate swaps	Cash flow	—		$	—		$	3,522	2023 - 2024		Accounts payable and accrued liabilities	Interest rate swaps			Cash flow	—		$	—		$	3,522	2023 - 2024		Accounts payable and accrued liabilities
Interest rate collars	Interest rate collars	Cash flow	—		—			204		2024		Accounts payable and accrued liabilities	Interest rate collars			Cash flow	—		—			204		2024		Accounts payable and accrued liabilities

CAD borrowings under Revolving Credit Facility	CAD borrowings under Revolving Credit Facility	Net investment	1		142,341			—		2023		Revolving credit facility	CAD borrowings under Revolving Credit Facility			Net investment	1		133,551			—		2023		Revolving credit facility
CAD Term Loan	CAD Term Loan	Net investment	1		96,963			98,438		2024		Term loans, net	CAD Term Loan			Net investment	1		90,975			98,438		2024		Term loans, net
					$	239,304		$	102,164										$	224,526		$	102,164

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The following presents the effect of the Company’s derivative and financial instruments designated as hedging instruments on the consolidated statements of (loss) income ~~(loss)~~ and the consolidated statements of equity for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 (in thousands):


		Gain (Loss) Recognized in Other Comprehensive Income									Gain (Loss) Recognized in Other Comprehensive Income
		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Cash Flow Hedges:	Cash Flow Hedges:									Cash Flow Hedges:
Interest rate products	Interest rate products	$	3,690	$	(12,840)	$	13,338	$	17,777	Interest rate products	$	6,817	$	(3,780)	$	20,146	$	13,995
Net Investment Hedges:	Net Investment Hedges:									Net Investment Hedges:
Foreign currency products	Foreign currency products	1,573		(636)		587		(1,191)		Foreign currency products	2,253		1,077		2,840		(115)
CAD borrowings under Revolving Credit Facility	CAD borrowings under Revolving Credit Facility	2,367		—		2,367		—		CAD borrowings under Revolving Credit Facility	8,790		—		11,157		—
CAD term loan	CAD term loan	2,988		(1,563)		1,475		(2,738)		CAD term loan	5,988		2,500		7,463		(238)
		$	10,618	$	(15,039)	$	17,767	$	13,848		$	23,848	$	(203)	$	41,606	$	13,642


			Loss Reclassified from Accumulated Other Comprehensive Income into Income										Loss Reclassified from Accumulated Other Comprehensive Income into Income
			Three Months Ended June 30,				Six Months Ended June 30,						Three Months Ended September 30,				Nine Months Ended September 30,
		Income Statement Location	2022		2021		2022		2021			Income Statement Location	2022		2021		2022		2021
Cash Flow Hedges:	Cash Flow Hedges:										Cash Flow Hedges:
Interest rate products	Interest rate products	Interest expense	$	(1,958)	$	(3,341)	$	(4,661)	$	(6,543)	Interest rate products	Interest expense	$	(602)	$	(3,373)	$	(5,264)	$	(9,916)

During the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, no cash flow hedges were determined to be ineffective.

Derivatives Not Designated as Hedging Instruments

As of ~~June~~September 30, 2022, the Company’s derivatives were all designated as hedging instruments. During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company recorded $0.1 million of other expense related to the portion of derivatives not designated as hedging instruments and no such expense was recorded during the three months ended ~~June~~September 30, 2022. During the three and ~~six~~nine months ended ~~June~~September 30, 2021, the Company recorded ~~$56,000~~$0.1 million of other income and ~~$0.1 million~~$5,000 of other expense, respectively, related to the portion of derivatives not designated as hedging instruments.

Offsetting Derivatives

The Company enters into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of ~~June~~September 30, 2022 and December 31, 2021 (in thousands):


		As of June 30, 2022														As of September 30, 2022
		Gross Amounts of Recognized Assets / Liabilities		Gross Amounts Offset in the Balance Sheet			Net Amounts of Assets / Liabilities presented in the Balance Sheet		Gross Amounts Not Offset in the Balance Sheet							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							Cash Collateral Received				Net Amount
Offsetting Assets:	Offsetting Assets:																		Offsetting Assets:
Derivatives	Derivatives	$	14,976	$	—		$	14,976	$	—	$	—	$	14,976	Derivatives		$	22,759			$	—		$	22,759			$	—			$	—		$	22,759
Offsetting Liabilities:	Offsetting Liabilities:														Offsetting Liabilities:
Derivatives	Derivatives	$	—	$	—		$	—	$	—	$	—	$	—	Derivatives	$	—			$	—		$	—			$	—			$	—		$	—

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	As of December 31, 2021
	Gross Amounts of Recognized Assets / Liabilities		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets / Liabilities presented in the Balance Sheet		Gross Amounts Not Offset in the Balance Sheet
							Financial Instruments		Cash Collateral Received		Net Amount
Offsetting Assets:
Derivatives	$	3,330	$	—	$	3,330	$	(930)	$	—	$	2,400
Offsetting Liabilities:
Derivatives	$	3,726	$	—	$	3,726	$	(930)	$	—	$	2,796

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~~September 30, 2022, the Company had no derivatives in a net liability position related to these agreements.

9. FAIR VALUE DISCLOSURES

Under GAAP, the Company is required to measure certain financial instruments at fair value on a recurring basis. In addition, the Company is required to measure other financial instruments and balances at fair value on a non-recurring basis (e.g., carrying value of impaired loans receivable and long-lived assets). Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:

•Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

•Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

•Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable.

Financial Instruments

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

Financial instruments for which actively quoted prices or pricing parameters are available and whose markets contain orderly transactions will generally have a higher degree of price transparency than financial instruments whose markets are inactive or consist of non-orderly trades. The Company evaluates several factors when determining if a market is inactive or when market transactions are not orderly. The carrying values of cash and cash equivalents, restricted cash, accounts payable, accrued liabilities and the Credit Agreement are reasonable estimates of fair value because of the short-term maturities of these instruments. Fair values for other financial instruments are derived as follows:

Loans receivable: These instruments are presented on the accompanying consolidated balance sheets at their amortized cost and not at fair value. The fair values of the loans receivable were estimated using an internal valuation model that considered the expected cash flows for the loans receivable, as well as the underlying collateral value and other credit enhancements as applicable. The Company utilized discount rates ranging from 7%8% to ~~20%~~17% with a weighted average rate of 8% in its fair value calculation. As such, the Company classifies these instruments as Level 3.

Preferred equity investments: These instruments are presented on the accompanying consolidated balance sheets at their cost and not at fair value. The fair values of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows for the preferred equity investments, the underlying collateral value and other credit enhancements. The Company utilized discount rates ranging from 10% to 15% with a weighted average rate of 11% in its fair value calculation. As such, the Company classifies these instruments as Level 3.

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

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

Secured indebtedness: These instruments are presented on the accompanying consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums/discounts and not at fair value. The fair values of the Company’s secured debt were estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. The Company utilized a rate of 5%6% 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~~September 30, 2022 and December 31, 2021 whose carrying amounts do not approximate their fair value (in thousands):


		As of June 30, 2022						As of December 31, 2021							As of September 30, 2022						As of December 31, 2021
		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:	Financial assets:													Financial assets:
Loans receivable	Loans receivable	$	347,693	$	337,269	$	341,337	$	352,159	$	342,031	$	350,107	Loans receivable	$	351,774	$	341,533	$	344,474	$	352,159	$	342,031	$	350,107
Preferred equity investments	Preferred equity investments	57,861		58,073		58,866		56,805		57,055		57,784		Preferred equity investments	48,575		48,742		49,503		56,805		57,055		57,784
Financial liabilities:	Financial liabilities:													Financial liabilities:
Senior Notes	Senior Notes	1,750,000		1,734,008		1,519,620		1,750,000		1,733,566		1,808,781		Senior Notes	1,750,000		1,734,228		1,449,726		1,750,000		1,733,566		1,808,781
Secured indebtedness	Secured indebtedness	51,092		50,177		41,543		67,602		66,663		65,361		Secured indebtedness	50,609		49,706		37,815		67,602		66,663		65,361

(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~~September 30, 2022 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
		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:	Financial assets:									Financial assets:
Loans receivable	Loans receivable	$	341,337	$	—	$	—	$	341,337	Loans receivable	$	344,474	$	—	$	—	$	344,474
Preferred equity investments	Preferred equity investments	58,866		—		—		58,866		Preferred equity investments	49,503		—		—		49,503
Financial liabilities:	Financial liabilities:									Financial liabilities:
Senior Notes	Senior Notes	1,519,620		—		1,519,620		—		Senior Notes	1,449,726		—		1,449,726		—
Secured indebtedness	Secured indebtedness	41,543		—		—		41,543		Secured indebtedness	37,815		—		—		37,815

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

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Items Measured at Fair Value on a Recurring Basis

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company recorded the following amounts measured at fair value (in thousands):


				Fair Value Measurements Using									Fair Value Measurements Using
		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring Basis:	Recurring Basis:									Recurring Basis:
Financial assets:	Financial assets:									Financial assets:
Interest rate swaps	Interest rate swaps	$	9,575	$	—	$	9,575	$	—	Interest rate swaps	$	11,986	$	—	$	11,986	$	—
Interest rate collars	Interest rate collars	3,101		—		3,101		—		Interest rate collars	6,257		—		6,257		—

Cross currency interest rate swaps	Cross currency interest rate swaps	2,300		—		2,300		—		Cross currency interest rate swaps	4,516		—		4,516		—

10. EQUITY

Common Stock

On August 6, 2021, the Company established an at-the-market equity offering program (the “ATM Program”) pursuant to which shares of its common stock having an aggregate gross sales price of up to $500.0 million may be sold from time to time (i) by the Company through a consortium of banks acting as sales agents or directly to the banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement. The use of a forward sale agreement would allow the Company to lock in a share price on the sale of shares at the time the agreement is effective, but defer receiving the proceeds from the sale of the shares until a later date. The Company may also elect to cash settle or net share settle all or a portion of its obligations under any forward sale agreement. The forward sale agreements have a one year term during which time the Company may settle the forward sales by delivery of physical shares of common stock to the forward purchasers or, at the Company’s election, in cash or net shares. The forward sale price that the Company expects to receive upon settlement will be the initial forward price established upon the effective date, subject to adjustments for (i) the forward purchasers’ stock borrowing costs and (ii) certain fixed price reductions during the term of the agreement.

During the three and ~~six~~nine months ended ~~June~~September 30, 2022, no shares were sold under the ATM Program and the Company did not utilize the forward feature of the ATM Program. As of ~~June~~September 30, 2022, the Company had $475.0 million available under the ATM Program.

The following table lists the cash dividends on common stock declared and paid by the Company during the ~~six~~nine months ended ~~June~~September 30, 2022:

Declaration Date

Record Date

Amount Per Share

Dividend Payable Date

February 1, 2022

February 11, 2022

0.30

February 28, 2022

May 4, 2022

May 16, 2022

0.30

May 31, 2022

August 3, 2022

August 17, 2022

0.30

August 31, 2022

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company issued 0.6 million shares of common stock as a result of restricted stock unit vestings.

Upon any payment of shares to team members as a result of restricted stock unit vestings, the team members’ related tax withholding obligation will generally be satisfied by the Company reducing the number of shares to be delivered by a number of shares necessary to satisfy the related applicable tax withholding obligation. During the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company incurred $3.3 million and $1.9 million, respectively, in tax withholding obligations on behalf of its team members that were satisfied through a reduction in the number of shares delivered to those participants.

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Accumulated Other Comprehensive Income (Loss)

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


		June 30, 2022		December 31, 2021			September 30, 2022		December 31, 2021
Foreign currency translation gain (loss)	Foreign currency translation gain (loss)	$	464	$	(1,973)	Foreign currency translation gain (loss)	$	1,532	$	(1,973)
Unrealized gain (loss) on cash flow hedges	Unrealized gain (loss) on cash flow hedges	9,681		(8,048)		Unrealized gain (loss) on cash flow hedges	16,990		(8,048)
Total accumulated other comprehensive income (loss)	Total accumulated other comprehensive income (loss)	$	10,145	$	(10,021)	Total accumulated other comprehensive income (loss)	$	18,522	$	(10,021)

11. EARNINGS PER COMMON SHARE

The following table illustrates the computation of basic and diluted earnings per share for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 (in thousands, except share and per share amounts):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Numerator	Numerator									Numerator
Net income (loss)		$	16,805	$	(132,573)	$	57,407	$	(99,126)
Net (loss) income										Net (loss) income	$	(50,064)	$	10,223	$	7,343	$	(88,903)
Denominator	Denominator									Denominator
Basic weighted average common shares and common equivalents	Basic weighted average common shares and common equivalents	230,967,163		216,264,207		230,913,462		213,870,329		Basic weighted average common shares and common equivalents	230,982,227		220,865,518		230,936,032		216,227,221
Dilutive restricted stock units	Dilutive restricted stock units	714,373		—		728,496		—		Dilutive restricted stock units	—		1,198,392		843,718		—

Diluted weighted average common shares	Diluted weighted average common shares	231,681,536		216,264,207		231,641,958		213,870,329		Diluted weighted average common shares	230,982,227		222,063,910		231,779,750		216,227,221
Net income (loss), per:
Net (loss) income, per:										Net (loss) income, per:
Basic common share	Basic common share	$	0.07	$	(0.61)	$	0.25	$	(0.46)	Basic common share	$	(0.22)	$	0.05	$	0.03	$	(0.41)
Diluted common share	Diluted common share	$	0.07	$	(0.61)	$	0.25	$	(0.46)	Diluted common share	$	(0.22)	$	0.05	$	0.03	$	(0.41)

During the three and ~~six~~nine months ended ~~June~~September 30, 2022, approximately ~~48,800~~1.0 million and ~~57,200~~10,500 restricted stock units, respectively, were not included in computing diluted earnings per share because they were considered anti-dilutive. During the three and ~~six~~nine months ended ~~June~~September 30, 2021, approximately ~~4,600~~2,400 and ~~1,800~~1.1 million restricted stock units, respectively, and 0no shares and ~~300~~29,900 shares, respectively, related to forward equity sale agreements were not included in computing diluted earnings per share because they were considered anti-dilutive.

12. COMMITMENTS AND CONTINGENCIES

Environmental

As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. The Company is not aware of any environmental liability that could have a material adverse effect on its financial condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s properties, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to the properties could result in future environmental liabilities. As of ~~June~~September 30, 2022, the Company does not expect that compliance with existing environmental laws will have a material adverse effect on the Company’s financial condition and results of operations.

Legal Matters

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

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13. SUBSEQUENT EVENTS

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

Dividend Declaration

On ~~August 3,~~November 7, 2022, the Company’s board of directors declared a quarterly cash dividend of $0.30 per share of common stock. The dividend will be paid on ~~August 31,~~November 30, 2022 to common stockholders of record as of the close of business on ~~August~~November 17, 2022.

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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 2021 Annual Report on Form 10-K. Also see “Statement Regarding Forward-Looking Statements” preceding Part I.

The following discussion and analysis should be read in conjunction with our accompanying 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 and Estimates

•Recently Issued Accounting Standards Update

•Results of Operations

•Liquidity and Capital Resources

•Concentration of Credit Risk

•Skilled Nursing Facility Reimbursement Rates

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 (“Senior Housing - Leased”), behavioral health facilities, 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 joint ventures; investments in loans receivable; and preferred equity investments.

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 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 employ a disciplined 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

The ongoing impact of COVID-19 ~~pandemic~~ and measures intended to prevent its spread have negatively impacted and are expected to continue to negatively impact us and our operations in a number of ways, including but not limited to:

•Decreased occupancy and increased operating costs for our tenants and borrowers, which have negatively impacted their operating results and may adversely impact their ability to make full and timely rental payments and debt service payments, respectively, to us. While our tenants and borrowers have experienced some recent increases in

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occupancy, those occupancy rates are still below pre-pandemic levels. 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. To date, the impact of COVID-19 on our skilled nursing/transitional care facility and assisted living community tenants has been partially mitigated by ~~the~~ assistance ~~they have received or expect to receive~~ from state and federal assistance programs, including through the CARES Act (as defined and further described below under “—Skilled Nursing Facility Reimbursement Rates”), although these benefits on an individual operator basis vary and may not provide enough relief to meet their rental obligations to us, and, with respect to the Provider Relief Fund under the CARES Act, has effectively ended. From the beginning of the pandemic through ~~June~~September 30, 2022, we have agreed to temporary pandemic-related rent deferrals for seven tenants of two to nine months of rent totaling ~~$4.1~~$5.0 million, of which ~~$0.7~~$1.0 million has been repaid. ~~However, the longer the duration of the COVID-19 pandemic, the more likely that~~If our tenants and borrowers ~~will begin to~~ default on these obligations, ~~particularly if state and federal assistance is reduced or eliminated. Such~~such defaults could materially and adversely affect our results of operations and liquidity, in addition to resulting in potential impairment charges.

•Decreased occupancy and increased operating costs within our Senior Housing - Managed portfolio which have negatively impacted and are expected to continue to negatively impact the operating results of these investments. While our Senior Housing - Managed portfolio has experienced some recent increases in occupancy, those occupancy rates are still below pre-pandemic levels. As noted above, ~~the~~ assistance ~~received or expected~~provided to ~~be received by~~ eligible assisted living operators ~~will~~has partially ~~mitigate~~mitigated the negative impact of COVID-19 on our Senior Housing - Managed portfolio. Prolonged deterioration in the operating results for our investments in our Senior Housing - Managed portfolio could result in the determination that the full amounts of our investments are not recoverable, which could result in an impairment charge.

Investment in Unconsolidated Joint Ventures

During the ~~six~~nine months ended ~~June~~September 30, 2022, we formed a joint venture with Sienna Senior Living (the “Sienna Joint Venture”), and the Sienna Joint Venture completed the acquisition of 12 senior housing communities that are being managed by Sienna Senior Living. The gross investment by the Sienna Joint Venture totaled CAD $379.0 million, excluding acquisition costs. In addition, the Sienna Joint Venture assumed CAD $53.4 million of debt.

Acquisitions

During the ~~six~~nine months ended ~~June~~September 30, 2022, we acquired ~~one~~three Senior Housing - Managed ~~community~~communities for ~~$26.2~~an aggregate $98.3 million, including acquisition costs. See Note 3, “Recent Real Estate Acquisitions,” in the Notes to Consolidated Financial Statements for additional information regarding ~~this acquisition.~~these acquisitions.

Dispositions

During the ~~six~~nine months ended ~~June~~September 30, 2022, we completed the sale of ~~five senior housing communities and three~~six skilled nursing/transitional care facilities and five senior housing communities for aggregate consideration, net of closing costs, of ~~$40.0~~$62.8 million. The net carrying value of the assets and liabilities of these facilities was ~~$44.5~~$67.4 million, which resulted in an aggregate ~~$4.5~~$4.6 million net loss on sale. We continue to evaluate additional assets for sale as part of our initiative to recycle capital and further improve our portfolio quality.

Critical Accounting Policies and Estimates

Our consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“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 2021 Annual

~~Table of Contents~~

Report on Form 10-K filed with the SEC. There have been no significant changes to our critical accounting policies during the ~~six~~nine months ended ~~June~~September 30, 2022.

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Recently Issued Accounting Standards Update

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

Results of Operations

As of ~~June~~September 30, 2022, our investment portfolio consisted of ~~406~~407 real estate properties held for investment, ~~three assets~~one asset held for sale, one investment in a sales-type lease, 1415 investments in loans receivable, ~~eight~~seven preferred equity investments and two investments in unconsolidated joint ventures. As of ~~June~~September 30, 2021, our investment portfolio consisted of ~~423~~421 real estate properties held for investment, ~~three assets~~one asset held for sale, one investment in a sales-type lease, 1817 investments in loans receivable, ~~seven~~eight 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~~September 30, 2022 versus the three months ended ~~June~~September 30, 2021 (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 September 30,				Increase / (Decrease)			Percentage Difference				Variance due to Acquisitions, Originations and Dispositions (1)			Remaining Variance (2)
		2022		2021						2022					2021
Revenues:	Revenues:																	Revenues:
Rental and related revenues	Rental and related revenues	$	103,168	$	110,783	$	(7,615)	(7)	%		$	(2,282)	$	(5,333)	Rental and related revenues	$	84,214	$	85,367		$	(1,153)		(1)		%		$	(3,424)		$	2,271
Interest and other income	Interest and other income	8,653		3,031		5,622		185	%		5,577		45		Interest and other income	8,940		3,405		5,535			163		%		5,003			532
Resident fees and services	Resident fees and services	44,136		39,118		5,018		13	%		1,583		3,435		Resident fees and services	47,610		39,819		7,791			20		%		3,850			3,941
Expenses:	Expenses:														Expenses:
Depreciation and amortization	Depreciation and amortization	45,172		44,491		681		2	%		(91)		772		Depreciation and amortization	47,427		45,046		2,381			5		%		187			2,194
Interest	Interest	25,530		24,270		1,260		5	%		(77)		1,337		Interest	27,071		24,243		2,828			12		%		(76)			2,904
Triple-net portfolio operating expenses	Triple-net portfolio operating expenses	4,852		5,000		(148)		(3)	%		(170)		22		Triple-net portfolio operating expenses	5,120		5,075		45			1		%		(188)			233
Senior housing - managed portfolio operating expenses	Senior housing - managed portfolio operating expenses	34,026		28,901		5,125		18	%		1,597		3,528		Senior housing - managed portfolio operating expenses	36,705		30,761		5,944			19		%		2,968			2,976
General and administrative	General and administrative	8,649		8,811		(162)		(2)	%		—		(162)		General and administrative	9,676		8,683		993			11		%		—			993
Recovery of loan losses and other reserves	Recovery of loan losses and other reserves	(270)		(109)		(161)		148	%		—		(161)		Recovery of loan losses and other reserves	(217)		(26)		(191)			735		%		—			(191)
Impairment of real estate	Impairment of real estate	11,745		—		11,745		100	%		—		11,745		Impairment of real estate	60,857		495		60,362			12,194		%		(495)			60,857
Other expense:
Other income (expense):															Other income (expense):
Loss on extinguishment of debt	Loss on extinguishment of debt	—		(54)		54		(100)	%		—		54		Loss on extinguishment of debt	(140)		(913)		773			(85)		%		—			773
Other expense		(2,163)		(24)		(2,139)		8,913	%		—		(2,139)
Net loss on sales of real estate		(4,501)		(3,752)		(749)		20	%		(749)		—
Other income															Other income	994		277		717			259		%		—			717
Net (loss) gain on sales of real estate															Net (loss) gain on sales of real estate	(80)		655		(735)			(112)		%		(735)			—
Loss from unconsolidated joint ventures	Loss from unconsolidated joint ventures	(2,529)		(169,789)		167,260		(99)	%		(21)		167,281		Loss from unconsolidated joint ventures	(4,384)		(4,018)		(366)			9		%		(171)			(195)
Income tax expense	Income tax expense	(255)		(522)		267		(51)	%		—		267		Income tax expense	(579)		(92)		(487)			529		%		—			(487)

(1) Represents the dollar amount increase (decrease) for the three months ended ~~June~~September 30, 2022 compared to the three months ended ~~June~~September 30, 2021 as a result of investments/dispositions made after ~~April~~July 1, 2021.

(2) Represents the dollar amount increase (decrease) for the three months ended ~~June~~September 30, 2022 compared to the three months ended ~~June~~September 30, 2021 that is not a direct result of investments/dispositions made after ~~April~~July 1, 2021.

Rental and Related Revenues

During the three months ended ~~June~~September 30, 2022, we recognized ~~$103.2~~$84.2 million of rental income compared to ~~$110.8~~$85.4 million for the three months ended ~~June~~September 30, 2021. The ~~$7.6~~$1.2 million net decrease in rental income is related to ~~(i)~~ a ~~$7.2~~$4.0 million decrease from properties disposed of after July 1, 2021 and a $0.2 million net decrease related to leases that are no longer accounted for on an accrual ~~basis, (ii) a $2.8 million decrease from properties disposed of after April 1, 2021 and (iii) a~~basis. The $0.2 ~~million decrease related to lease intangibles that have been fully amortized. The $7.2~~ million net decrease related to leases that are not accounted for on an accrual basis includes ~~(i)~~ a ~~$6.0~~$7.8 million decrease in earned cash rents primarily due to the Avamere Family of Companies (“Avamere” lease amendment effective February 1, 2022 and a $1.1 million decrease in non-cash rental revenue, partially offset by an $8.6

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~~earned cash rents~~million net decrease in write-offs of straight-line rental income receivable. During the three months ended September 30, 2022, we wrote off $16.6 million in straight-line rental income receivables primarily due to the termination of the North American Health Care, Inc. (“North American”)leases compared to $25.2 million in straight-line rental income receivable write-offs during the three months ended September 30, 2021 related to the Avamere ~~lease amendment effective February 1, 2022, (ii) a $0.9 million decrease in non-cash rental revenue and (iii) a $0.3 million decrease in operating expense recoveries.~~leases. These decreases are partially offset by (i) a ~~$1.2~~$1.4 million increase due to lease amendments and annual increases associated with a consumer price index component, (ii) a $0.5 million increase from properties acquired after ~~April~~July 1, 2021 and (iii) a ~~$0.5 million increase related to facilities transferred to new operators.~~

Our reported rental and related revenues may be subject to increased variability in the future as a result of lease accounting standards. If at any time we 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. However, there can be no assurances regarding the timing and amount of these revenues. 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, 2022 and 2021.

~~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 sales-type lease. During the three months ended June 30, 2022, we recognized $8.7 million of interest and other income compared to $3.0 million for the three months ended June 30, 2021. The net increase of $5.6 million is due to a $5.8 million increase in income from investments made after April 1, 2021, primarily related to the $290.0 million Recovery Centers of America mortgage loan funded in October 2021 (“RCA Loan”), partially offset by a $0.2 million decrease in income from investments repaid after April 1, 2021.

~~Resident Fees and Services~~

During the three months ended June 30, 2022, we recognized $44.1 million of resident fees and services compared to $39.1 million for the three months ended June 30, 2021. The $5.0 million net increase is due to a $3.8 million increase related to increased occupancy and an increase in rates, and a $1.6 million increase from two Senior Housing - Managed communities acquired after April 1, 2021, partially offset by a $0.4 million decrease in government grant income.

~~Depreciation and Amortization~~

~~During the three months ended June 30, 2022, we incurred $45.2 million of depreciation and amortization expense compared to $44.5 million for the~~ ~~three months ended June 30, 2021~~. The net increase of $0.7 million is due to a $0.9 million increase from properties acquired after April 1, 2021 and a $0.6 million increase from additions to real estate, partially offset by a $1.0 million decrease from properties disposed of after April 1, 2021.

~~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, 2022, we incurred $25.5 million of interest expense compared to $24.3 million for the three months ended June 30, 2021. The $1.3 million net increase is related to a $6.8 million increase in interest expense related to the issuance of the 2031 Notes (as defined below) and a $1.1 ~~million increase in non-cash interest expense related to our interest rate hedges. The increases are partially offset by (i)~~ a $3.8 million decrease in interest expense related to the redemption of all $300.0 million of 4.80% senior unsecured notes due 2024 in October 2021, (ii) a $2.5 million decrease in interest expense related to a reduction in the borrowings outstanding under the Credit Agreement (as defined below) and (iii) a $0.3 million decrease in interest expense related to a decrease in our mortgage debt as a result of the repayment of debt secured by three facilities during 2022 and the sales of two facilities securing the mortgage debt during 2021.

~~Triple-Net Portfolio Operating Expenses~~

During the three months ended June 30, 2022, we recognized $4.9 million of triple-net portfolio operating expenses compared to $5.0 million for the three months ended June 30, 2021. The $0.1 million net decrease is primarily due to properties disposed of after April 1, 2021 and an adjustment to our estimates related to property taxes.

~~Senior Housing - Managed Portfolio Operating Expenses~~

During the three months ended June 30, 2022, we recognized $34.0 million of Senior Housing - Managed portfolio operating expenses compared to $28.9 million for the three months ended June 30, 2021. The $5.1 million net increase is due to (i) a $2.1 million increase in employee compensation primarily due to increased labor rates and staffing, (ii) a $1.6 million increase related to two Senior Housing - Managed communities acquired after April 1, 2021, (iii) a $0.4 million increase due to

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the resumption of repairs and maintenance projects as pandemic-related restrictions have been eased, (iv) a $0.4 million increase in utility expense, and (v) a $0.2 million increase in dining expenses due to increased occupancy.

~~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, 2022, general and administrative expenses were $8.6 million compared to $8.8 million during the three months ended June 30, 2021. The $0.2 million net decrease is related to a $1.5 million net decrease in stock-based compensation primarily due to changes in performance-based vesting assumptions on management’s equity compensation. The decrease is partially offset by (i) a $0.6 million increase in compensation for our team members as a result of increased staffing and annual salary adjustments, (ii) a $0.6 million increase in professional, consulting and legal fees primarily related to environmental, social and governance (“ESG”) initiatives and a consulting arrangement with our former Chief Financial Officer and (iii) a $0.2 million severance payment made to our former Executive Vice President of Portfolio Management.

~~Recovery of Loan Losses and Other Reserves~~

During the three months ended June 30, 2022 and 2021, we recognized a $0.3 million and $0.1 million recovery of loan losses and other reserves, respectively, associated with our loans receivable investments and sales-type lease.

~~Impairment of Real Estate~~

During the three months ended June 30, 2022, we recognized $11.7 million of impairment of real estate related to three skilled nursing/transitional care facilities which were classified as assets held for sale as of June 30, 2022 and one additional skilled nursing/transitional care facility. No impairment of real estate was recognized during the three months ended June 30, 2021.

~~Loss on Extinguishment of Debt~~

No loss on extinguishment of debt was recognized during the three months ended June 30, 2022. During the three months ended June 30, 2021, we recognized a $0.1 million loss on extinguishment of debt related to write-offs of deferred financing costs in connection with the partial pay down of the U.S. dollar Term Loan (as defined below).

~~Other Expense~~

During the three months ended June 30, 2022, we recognized $2.2 million of other expense primarily related to foreign currency transaction loss related to our Canadian borrowings. During the three months ended June 30, 2021, we recognized $24,000 of other expense primarily related to the portion of derivatives not designated as hedging instruments, partially offset by settlement payments received related to legacy Care Capital Properties (“CCP”) investments.

~~Net Loss on Sales of Real Estate~~

During the three months ended June 30, 2022, we recognized an aggregate net loss on the sales of real estate of $4.5 million related to the disposition of five senior housing communities and three skilled nursing/transitional care facilities. During the three months ended June 30, 2021, we recognized an aggregate net loss on the sales of real estate of $3.8 million related to the disposition of two skilled nursing/transitional care facilities.

~~Loss from Unconsolidated Joint Ventures~~

During the three months ended June 30, 2022, we recognized $2.5 million of loss from our unconsolidated joint ventures compared to $169.8 million of loss for the three months ended June 30, 2021. The $167.3 million net decrease in loss is related to a $167.5 million decrease in loss from our joint venture with affiliates of TPG Real Estate, the real estate platform of TPG (the “Enlivant Joint Venture”), partially offset by $0.2 million of net loss, including $0.5 million of depreciation expense and $0.3 million of transaction costs, from 12 senior housing communities acquired by the Sienna Joint Venture during the three months ended June 30, 2022.

The $167.5 million decrease in loss from the Enlivant Joint Venture is due to (i) a $164.1 million other-than-temporary impairment recorded during the three months ended June 30, 2021 (see Note 4, “Investment in Real Estate Properties” in the Notes to Consolidated Financial Statements for additional information regarding the impairment), (ii) a $4.7 million increase in revenue from the facilities owned by the Enlivant Joint Venture as of June 30, 2022 primarily due to increased occupancy and an increase in rates, (iii) $3.4 million of government grant income recognized during the three months ended June 30, 2022, (iv) a $1.1 million decrease in basis difference depreciation related to the other-than-temporary impairment recorded during the

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three months ended June 30, 2021 and (v) a $0.2 million gain on sale related to one senior housing community sold by the Enlivant Joint Venture during the three months ended June 30, 2022. These decreases in loss are partially offset by a $6.1 million increase in operating expenses from the facilities owned by the Enlivant Joint Venture as of June 30, 2022 consisting primarily of (i) a $4.1 million increase in employee related expenses primarily due to increased labor rates and staffing, (ii) a $1.2 million increase in support payments paid to the manager of the Enlivant Joint Venture with proceeds received from the issuance of senior preferred interests to TPG during the three months ended June 30, 2022 and cash on hand at the Enlivant Joint Venture during the three months ended June 30, 2021 and (iii) a $0.5 million increase in marketing expenses due to increased activity, partially offset by a $0.6 million decrease in supply needs related to the COVID-19 pandemic.

~~Income Tax Expense~~

During the three months ended June 30, 2022, we recognized $0.3 million of income tax expense compared to $0.5 million for the three months ended June 30, 2021. The $0.3 million decrease is due to lower taxable income from our Senior Housing – Managed portfolio.

~~Comparison of results of operations for the six months ended June 30, 2022 versus the six months ended June 30, 2021 (dollars in thousands):~~

Six Months Ended June 30, Increase / (Decrease) Percentage
Difference
Variance due to Acquisitions, Originations and Dispositions (1)
Remaining Variance (2)
2022 2021
Revenues:
Rental and related revenues $ 213,054 $ 224,166 $ (11,112) (5) % $ (3,803) $ (7,309)
Interest and other income 19,645 5,972 13,673 229 % 11,172 2,501
Resident fees and services 86,363 75,159 11,204 15 % 4,620 6,584
Expenses:
Depreciation and amortization 90,428 88,866 1,562 2 % 378 1,184
Interest 50,502 48,713 1,789 4 % (155) 1,944
Triple-net portfolio operating expenses 9,863 10,135 (272) (3) % (425) 153
Senior housing - managed portfolio operating expenses 67,130 57,846 9,284 16 % 3,995 5,289
General and administrative 19,045 17,749 1,296 7 % — 1,296
Provision for loan losses and other reserves 205 1,916 (1,711) (89) % — (1,711)
Impairment of real estate 11,745 — 11,745 — % — 11,745
Other (expense) income:
Loss on extinguishment of debt (271) (847) 576 (68) % — 576
Other (expense) income (2,095) 109 (2,204) (2,022) % — (2,204)
Net loss on sales of real estate (4,501) (2,439) (2,062) 85 % (2,062) —
Loss from unconsolidated joint ventures (5,331) (174,799) 169,468 (97) % 31 169,437
Income tax expense (539) (1,222) 683 (56) % — 683

~~(1)~~ Represents the dollar amount increase (decrease) for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 as a result of investments/dispositions made after January 1, 2021.

~~(2)~~ Represents the dollar amount increase (decrease) for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 that is not a direct result of investments/dispositions made after January 1, 2021.

~~Rental and Related Revenues~~

During the six months ended June 30, 2022, we recognized $213.1 million of rental income compared to $224.2 million for the six months ended June 30, 2021. The $11.1 million net decrease in rental income is related to ~~(i) a $10.1 million net decrease related to leases that are no longer accounted for on an accrual basis, (ii) a $4.9 million decrease from properties disposed of after~~ ~~January 1, 2021~~ and (iii) a $0.7 million decrease related to lease intangibles that have been fully amortized. The $10.1 million net decrease related to leases that are not accounted for on an accrual basis includes an $8.7 million decrease in earned cash rents primarily due to the Avamere lease amendment effective February 1, 2022 and a $1.5 million decrease in

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non-cash rental revenue. These decreases are partially offset by (i) a $2.4 million increase due to lease amendments and annual increases associated with a consumer price index component, (ii) a $1.1 million increase from properties acquired after ~~January 1, 2021~~ ~~and (iii) a $0.5~~ million increase related to facilities transferred to new operators.

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 sales-type lease. During the ~~six~~three months ended ~~June~~September 30, 2022, we recognized ~~$19.6~~$8.9 million of interest and other income compared to ~~$6.0~~$3.4 million for the ~~six~~three months ended ~~June~~September 30, 2021. The net increase of ~~$13.7~~$5.5 million is due to (i) a $5.6 million increase in income from investments made after July 1, 2021, primarily related to the $290.0 million Recovery Centers of America mortgage loan funded in October 2021 (“RCA Loan”) and (ii) $0.4 million in late fee income, partially offset by a $0.6 million decrease in income from investments repaid after July 1, 2021.

Resident Fees and Services

During the three months ended September 30, 2022, we recognized $47.6 million of resident fees and services compared to $39.8 million for the three months ended September 30, 2021. The $7.8 million increase is due to (i) a $3.9 million increase from three Senior Housing - Managed communities acquired after July 1, 2021, (ii) a $3.5 million increase related to increased occupancy and an ~~$11.5~~increase in rates and (iii) $0.4 million related to two facilities that were transitioned to Senior Housing - Managed communities after July 1, 2021.

Depreciation and Amortization

During the three months ended September 30, 2022, we incurred $47.4 million of depreciation and amortization expense compared to $45.0 million for the three months ended September 30, 2021. The net increase of $2.4 million is due to (i) a $1.7 million increase due to the acceleration of lease intangible amortization related to facilities transitioned to new operators and lease terminations, (ii) a $1.5 million increase from properties acquired after July 1, 2021 and (iii) a $0.6 million increase from additions to real estate, partially offset by a $1.3 million decrease from properties disposed of after July 1, 2021.

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 September 30, 2022, we incurred $27.1 million of interest expense compared to $24.2 million for the three months ended September 30, 2021. The $2.8 million net increase is related to a $6.7 million increase in interest expense related to the issuance of the 2031 Notes (as defined below) and a $1.1 million increase in non-cash interest expense related to our interest rate hedges. The increases are partially offset by (i) a $3.8 million decrease in interest expense related to the redemption of all $300.0 million of 4.80% senior unsecured notes due 2024 in October 2021, (ii) a $0.8 million decrease in interest expense related to a reduction in the borrowings outstanding under the Credit Agreement (as defined below) and (iii) a $0.3 million decrease in interest expense related to a decrease in our mortgage debt as a result of the repayment of debt secured by three facilities during 2022 and the sales of two facilities securing the mortgage debt during 2021.

Triple-Net Portfolio Operating Expenses

During each of the three months ended September 30, 2022 and 2021, we recognized $5.1 million of triple-net portfolio operating expenses. Triple-net portfolio operating expenses decreased $0.2 million due to properties disposed of after July 1, 2021, offset by a $0.2 million adjustment to our estimates related to property taxes.

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Senior Housing - Managed Portfolio Operating Expenses

During the three months ended September 30, 2022, we recognized $36.7 million of Senior Housing - Managed portfolio operating expenses compared to $30.8 million for the three months ended September 30, 2021. The $5.9 million net increase is due to (i) a $3.0 million increase related to three Senior Housing - Managed communities acquired after July 1, 2021, (ii) a $1.6 million increase in employee compensation primarily due to increased labor rates and staffing, (iii) a $0.4 million increase in utility expense, (iv) a $0.3 million increase related to two facilities that were transitioned to Senior Housing - Managed communities after July 1, 2021 and (v) a $0.5 million increase in management fees and dining expenses due to increased occupancy.

General and Administrative Expenses

Recovery of Loan Losses and Other Reserves

During the three months ended September 30, 2022 and 2021, we recognized a $0.2 million and $26,000 recovery of loan losses and other reserves, respectively, associated with our loans receivable investments and sales-type lease.

Impairment of Real Estate

During the three months ended September 30, 2022, we recognized $60.9 million of impairment of real estate related to six skilled nursing/transitional care facilities that are under contract to sell. During the three months ended September 30, 2021, we recognized $0.5 million of impairment of real estate related to one skilled nursing/transitional care facility and one senior housing community that were subsequently sold.

Loss on Extinguishment of Debt

During the three months ended September 30, 2022 and 2021, we recognized a $0.1 million and $0.9 million loss on extinguishment of debt, respectively, related to write-offs of deferred financing costs in connection with the partial pay downs of the U.S. dollar Term Loan (as defined below).

Other Income

During the three months ended September 30, 2022 and 2021, we recognized $1.0 million and $0.3 million of other income, respectively, primarily related to settlement payments received related to legacy Care Capital Properties (“CCP”) investments.

Net (Loss) Gain on Sales of Real Estate

During the three months ended September 30, 2022, we recognized an aggregate net loss on the sales of real estate of $0.1 million related to the disposition of three skilled nursing/transitional care facilities. During the three months ended September 30, 2021, we recognized an aggregate net gain on the sales of real estate of $0.7 million related to the disposition of four senior housing communities.

Loss from Unconsolidated Joint Ventures

During the three months ended September 30, 2022, we recognized $4.4 million of loss from our unconsolidated joint ventures compared to $4.0 million of loss for the three months ended September 30, 2021. The $0.4 million net increase in loss is related to a $0.2 million increase in loss from our joint venture with affiliates of TPG Real Estate, the real estate platform of TPG (the “Enlivant Joint Venture”) and $0.2 million of net loss, including $1.5 million of depreciation expense, from 12 senior housing communities acquired by the Sienna Joint Venture after July 1, 2021.

The $0.2 million increase in loss from the Enlivant Joint Venture is due to a $5.7 million increase in operating expenses from the facilities owned by the Enlivant Joint Venture as of September 30, 2022 consisting primarily of (i) a $3.5 million increase in employee related expenses primarily due to increased labor rates and staffing, (ii) a $2.3 million increase in support payments paid to the manager of the Enlivant Joint Venture with proceeds received from the issuance of senior preferred

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interests to TPG in 2022 and (iii) a $0.3 million increase in dining expenses primarily due to increased occupancy, partially offset by a $0.4 million decrease in property taxes primarily due to a change in estimates. These decreases are offset by a $4.8 million increase in revenue from the facilities owned by the Enlivant Joint Venture as of September 30, 2022 primarily due to increased occupancy and an increase in rates.

Income Tax Expense

During the three months ended September 30, 2022, we recognized $0.6 million of income tax expense compared to $0.1 million for the three months ended September 30, 2021. The $0.5 million increase is due to higher taxable income from our Senior Housing – Managed portfolio.

Comparison of results of operations for the nine months ended September 30, 2022 versus the nine months ended September 30, 2021 (dollars in thousands):


	Nine Months Ended September 30,				Increase / (Decrease)		Percentage Difference		Variance due to Acquisitions, Originations and Dispositions (1)		Remaining Variance (2)
	2022		2021
Revenues:
Rental and related revenues	$	297,268	$	309,533	$	(12,265)	(4)	%	$	(7,163)	$	(5,102)
Interest and other income	28,585		9,377		19,208		205	%	16,441		2,767
Resident fees and services	133,973		114,978		18,995		17	%	8,341		10,654
Expenses:
Depreciation and amortization	137,855		133,912		3,943		3	%	769		3,174
Interest	77,573		72,956		4,617		6	%	(231)		4,848
Triple-net portfolio operating expenses	14,983		15,210		(227)		(1)	%	(621)		394
Senior housing - managed portfolio operating expenses	103,835		88,607		15,228		17	%	7,058		8,170
General and administrative	28,721		26,432		2,289		9	%	—		2,289
(Recovery of ) provision for loan losses and other reserves	(12)		1,890		(1,902)		(101)	%	—		(1,902)
Impairment of real estate	72,602		495		72,107		14,567	%	7,553		64,554
Other income (expense):
Loss on extinguishment of debt	(411)		(1,760)		1,349		(77)	%	—		1,349
Other (expense) income	(1,101)		386		(1,487)		(385)	%	—		(1,487)
Net loss on sales of real estate	(4,581)		(1,784)		(2,797)		157	%	(2,797)		—
Loss from unconsolidated joint ventures	(9,715)		(178,817)		169,102		(95)	%	(146)		169,248
Income tax expense	(1,118)		(1,314)		196		(15)	%	—		196

(1) Represents the dollar amount increase (decrease) for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 as a result of investments/dispositions made after January 1, 2021.

(2) Represents the dollar amount increase (decrease) for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 that is not a direct result of investments/dispositions made after January 1, 2021.

Rental and Related Revenues

During the nine months ended September 30, 2022, we recognized $297.3 million of rental income compared to $309.5 million for the nine months ended September 30, 2021. The $12.3 million net decrease in rental income is related to (i) an $8.8 million decrease from properties disposed of after January 1, 2021, (ii) an $8.5 million net decrease related to leases that are no longer accounted for on an accrual basis and (iii) a $0.7 million decrease related to lease intangibles that have been fully amortized. The $8.5 million net decrease related to leases that are not accounted for on an accrual basis includes a $14.2 million decrease in earned cash rents primarily due to the Avamere lease amendment effective February 1, 2022 and a $2.6 million decrease in non-cash rental revenue, partially offset by an $8.2 million net decrease in write-offs of straight-line rental income receivable. During the nine months ended September 30, 2022, we wrote off $17.1 million in straight-line rental income receivables primarily due to the termination of the North American leases compared to $25.2 million in straight-line rental income receivable write-offs during the nine months ended September 30, 2021 related to the Avamere leases. These decreases

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are partially offset by a $3.9 million increase due to lease amendments and annual increases associated with a consumer price index component and a $1.6 million increase from properties acquired after January 1, 2021.

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 sales-type lease. During the nine months ended September 30, 2022, we recognized $28.6 million of interest and other income compared to $9.4 million for the nine months ended September 30, 2021. The net increase of $19.2 million is due to (i) a $17.3 million increase in income from investments made after January 1, 2021, primarily related to the RCA Loan, ~~and~~(ii) a $2.3 million lease termination payment related to one skilled nursing/transitional care facility during the ~~six~~nine months ended ~~June~~September 30, 2022 and (iii) $0.4 million in late fee income, partially offset by a ~~$0.3~~$0.9 million decrease in income from investments repaid after January 1, 2021.

Resident Fees and Services

During the ~~six~~nine months ended ~~June~~September 30, 2022, we recognized ~~$86.4~~$134.0 million of resident fees and services compared to ~~$75.2~~$115.0 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The ~~$11.2~~$19.0 million ~~net~~ increase is due to (i) a ~~$7.0~~$10.7 million increase related to increased occupancy and an increase in rates, ~~and a $4.6~~(ii) an $8.3 million increase from ~~three~~five Senior Housing - Managed communities acquired after January 1, 2021 and (iii) $0.4 million related to two facilities that were transitioned to Senior Housing - Managed communities after January 1, 2021, partially offset by a $0.4 million decrease in government grant income.

Depreciation and Amortization

During the ~~six~~nine months ended ~~June~~September 30, 2022, we incurred ~~$90.4~~$137.9 million of depreciation and amortization expense compared to ~~$88.9~~$133.9 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The ~~$1.6~~$3.9 million net increase is due to (i) a ~~$2.1~~$3.8 million increase from properties acquired after January 1, 2021, (ii) a $1.7 million increase due to the acceleration of lease intangible amortization related to facilities transitioned to new operators and lease terminations and (iii) a ~~$1.1~~$1.5 million increase from additions to real estate. The increases are partially offset by a ~~$1.7~~$3.0 million decrease from properties disposed of after January 1, 2021 and a $0.1 million decrease related to assets that have been fully depreciated.

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~~nine months ended ~~June~~September 30, 2022, we incurred ~~$50.5~~$77.6 million of interest expense compared to ~~$48.7~~$73.0 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The ~~$1.8~~$4.6 million net increase is related to a ~~$13.6~~$20.3 million increase in interest expense related to the issuance of the 2031 Notes and a ~~$2.1~~$3.1 million increase in non-cash interest expense related to our interest rate hedges. The increases are partially offset by (i) ~~a $7.7~~an $11.5 million decrease in interest expense related to the redemption of all $300.0 million of 4.80% senior unsecured notes due 2024 in October 2021, (ii) a ~~$5.8~~$6.6 million decrease in interest expense related to a reduction in the borrowings outstanding under the Credit Agreement and (iii) a ~~$0.4~~$0.6 million decrease in interest expense related to a decrease in our mortgage debt as a result of the repayment of debt secured by three facilities during 2022 and the sales of two facilities securing the mortgage debt during 2021.

Triple-Net Portfolio Operating Expenses

During the ~~six~~nine months ended ~~June~~September 30, 2022, we recognized ~~$9.9~~$15.0 million of triple-net portfolio operating expenses compared to ~~$10.1~~$15.2 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The ~~$0.3~~$0.2 million net decrease is primarily due to properties disposed of after January 1, 2021 and an adjustment to our estimates related to property taxes.

Senior Housing - Managed Portfolio Operating Expenses

During the ~~six~~nine months ended ~~June~~September 30, 2022, we recognized ~~$67.1~~$103.8 million of operating expenses compared to ~~$57.8~~$88.6 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The ~~$9.3~~$15.2 million net increase is due to (i) a ~~$4.0~~$7.1 million increase related to ~~three~~five Senior Housing - Managed communities acquired after January 1, 2021, (ii) a ~~$3.6~~$5.1 million increase in

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employee compensation primarily due to increased labor rates and staffing, (iii) a ~~$0.8~~$1.2 million increase in utility expense, (iv) a ~~$0.5~~$1.2 million increase in management fees and dining expenses due to increased occupancy, (v) a ~~$0.4~~$0.6 million increase due to the resumption of repairs and

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maintenance projects as pandemic-related restrictions have been eased, ~~and~~ (vi) a $0.4 million increase in expenses due to increased marketing activity and (v) $0.3 million related to two facilities that were transitioned to Senior Housing - Managed communities after January 1, 2021, partially offset by a ~~$0.7~~$0.8 million decrease in supplies and labor needs related to the COVID-19 pandemic.

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~~nine months ended ~~June~~September 30, 2022, general and administrative expenses were ~~$19.0~~$28.7 million compared to ~~$17.7~~$26.4 million during the ~~six~~nine months ended ~~June~~September 30, 2021. The ~~$1.3~~$2.3 million net increase is related to (i) a ~~$1.3~~$1.7 million increase in compensation for our team members as a result of increased staffing and annual salary adjustments, (ii) a ~~$1.0~~$1.5 million increase in professional, consulting and legal fees primarily related to ESG initiatives and a consulting arrangement with our former Chief Financial Officer and (iii) a $0.2 million severance payment made to our former Executive Vice President of Portfolio Management. The increases are partially offset by a ~~$1.3~~$1.6 million net decrease in stock-based compensation primarily due to changes in performance-based vesting assumptions on management’s equity compensation.

(Recovery of) Provision for Loan Losses and Other Reserves

During the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, we recognized a ~~$0.2 million~~$12,000 recovery of and $1.9 million provision for loan losses and other reserves, respectively, associated with our loans receivable investments and sales-type lease. The $1.9 million provision recognized in 2021 was primarily due to one loan deemed uncollectible during the ~~six~~nine months ended ~~June~~September 30, 2021.

Impairment of Real Estate

During the ~~six~~nine months ended ~~June~~September 30, 2022, we recognized ~~$11.7~~$72.6 million of impairment of real estate related to ~~three~~10 skilled nursing/transitional care facilities ~~which were classified as assets held for sale as~~that have either sold or are under contract to sell. During the nine months ended September 30, 2021, we recognized $0.5 million of ~~June 30, 2022 and~~impairment of real estate related to one ~~additional~~ skilled nursing/transitional care ~~facility. No impairment of real estate was recognized during the six months ended June 30, 2021.~~facility and one senior housing community that were subsequently sold.

Loss on Extinguishment of Debt

During the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, we recognized a ~~$0.3~~$0.4 million and ~~$0.8~~$1.8 million loss on extinguishment of debt, respectively, related to write-offs of deferred financing costs in connection with the partial pay down of the U.S. dollar Term Loan.

Other (Expense) Income

During the ~~six~~nine months ended ~~June~~September 30, 2022, we recognized ~~$2.1~~$1.1 million of other expense primarily related to a $2.2 million foreign currency transaction loss related to our Canadian ~~borrowings.~~borrowings, partially offset by $1.0 million of other income related to settlement payments received related to legacy CCP investments. During the ~~six~~nine months ended ~~June~~September 30, 2021, we recognized ~~$0.1~~$0.4 million of other income primarily related to settlement payments received related to legacy CCP investments.

Net Loss on Sales of Real Estate

During the ~~six~~nine months ended ~~June~~September 30, 2022, we recognized aan aggregate net loss on the sales of real estate of ~~$4.5~~$4.6 million related to the disposition of ~~five senior housing communities and three~~six skilled nursing/transitional care ~~facilities.~~facilities and five senior housing communities. During the ~~six~~nine months ended ~~June~~September 30, 2021, we recognized an aggregate net loss on the sales of real estate of ~~$2.4~~$1.8 million ~~related to~~that includes a ~~$3.4~~$2.6 million loss related to the disposition of four skilled nursing/transitional care facilities and four senior housing communities, partially offset by a $1.0 million gain due to reassessing the classification of a lease and determining the lease, which requires the tenant to purchase the property at the maturity of the lease, should be accounted for as a sales-type lease, and this reassessment required the recognition of the gain on sale prior to the actual sale to our tenant.

Loss from Unconsolidated Joint Ventures

During the ~~six~~nine months ended ~~June~~September 30, 2022, we recognized ~~$5.3~~$9.7 million of loss from our unconsolidated joint ventures compared to ~~$174.8~~$178.8 million of loss for the ~~six~~nine months ended ~~June~~September 30, 2021. The ~~$169.5~~$169.1 million net decrease in loss is related to a ~~$169.7~~$169.5 million decrease in loss from the Enlivant Joint Venture, partially offset by ~~$0.2~~$0.4 million of net loss,

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including ~~$0.5~~$2.0 million of depreciation expense and $0.3 million of transaction costs, from 12 senior housing communities acquired by the Sienna Joint Venture during the ~~six~~nine months ended ~~June~~September 30, 2022.

The ~~$169.7~~$169.5 million decrease in loss from the Enlivant Joint Venture is due to (i) a $164.1 million other-than-temporary impairment recorded during the ~~six~~nine months ended ~~June~~September 30, 2021 (see Note 4, “Investment in Real Estate Properties” in the Notes to Consolidated Financial Statements for additional information regarding the impairment), (ii) a ~~$9.4~~$14.2 million increase in

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revenue from the facilities owned by the Enlivant Joint Venture as of ~~June~~September 30, 2022, primarily due to increased occupancy and an increase in rates, (iii) ~~$3.4~~$3.5 million of government grant income recognized during the ~~six~~nine months ended ~~June~~September 30, 2022, (iv) a ~~$2.2~~$2.6 million decrease in ~~basis difference~~ depreciation primarily related to the other-than-temporary impairment recorded during the ~~six~~nine months ended ~~June~~September 30, 2021, (v) a ~~$1.5~~$1.4 million decrease in interest expense primarily due to a favorable valuation adjustment on the interest rate caps and (vi) a $0.2 million gain on sale related to one senior housing community sold by the Enlivant Joint Venture during the ~~six~~nine months ended ~~June~~September 30, 2022. These decreases in loss are partially offset by a ~~$10.3~~$16.0 million increase in operating expenses from the facilities owned by the Enlivant Joint Venture as of ~~June~~September 30, 2022 and a ~~$1.3~~$0.8 million decrease in deferred tax benefit due to higher taxable income. The ~~$10.3~~$16.0 million increase in operating expenses consists primarily of (i) a ~~$7.7~~$11.2 million increase in employee compensation primarily due to increased labor rates and staffing, (ii) a ~~$1.2~~$3.4 million increase in support payments paid to the manager of the Enlivant Joint Venture with proceeds received from the issuance of senior preferred interests to TPG ~~during the six months ended June 30,~~in 2022 and cash on hand at the Enlivant Joint Venture ~~during the six months ended June 30,~~in 2021, (iii) a $1.2 million increase in management fees and dining expenses primarily due to increased occupancy, (iv) a $0.6 million increase in utility expense and (v) a $0.5 million increase in marketing expense due to increased activity, ~~and (iv)~~partially offset by a ~~$0.4~~$1.4 million ~~increase~~decrease in ~~utility expense.~~supply needs related to the COVID-19 pandemic.

Income Tax Expense

During the ~~six~~nine months ended ~~June~~September 30, 2022, we recognized ~~$0.5~~$1.1 million of income tax expense compared to ~~$1.2~~$1.3 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The ~~$0.7~~$0.2 million decrease is due to lower taxable income from our Senior Housing - Managed portfolio.

Funds from Operations and Adjusted Funds from Operations

We believe that net income as defined by GAAP is the most appropriate earnings measure. We also believe that funds from operations (“FFO”), as defined in accordance with the definition used by the National Association of Real Estate Investment Trusts (“Nareit”), and adjusted funds from operations (“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 use historical cost accounting for depreciation could be less informative. Thus, Nareit created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation and amortization, among other items, from net income, as defined by GAAP. FFO is defined as net income, 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 ventures, 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 ventures, and real estate impairment charges of both consolidated and unconsolidated entities when the impairment is directly attributable to decreases in the value of the depreciable real estate held by the entity. AFFO is defined as FFO excluding merger and acquisition costs, stock-based compensation expense, non-cash rental and related revenues, non-cash interest income, non-cash interest expense, non-cash portion of loss on extinguishment of debt, provision for 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 ventures. 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 as defined by GAAP and should not be considered an alternative to those measures in evaluating our liquidity or operating performance. FFO and AFFO also do not consider the costs associated with capital expenditures related to our real estate assets nor do they purport to be indicative of cash available to fund our future cash requirements. Further, our computation of FFO and AFFO may not be comparable to FFO and AFFO reported by other REITs that do not define FFO in accordance with the current Nareit definition or that interpret the current Nareit definition or define AFFO differently than we do.

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The following table reconciles our calculations of FFO and AFFO for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, to net income, 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 September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2022		2021		2022		2021
Net income (loss)		$	16,805	$	(132,573)	$	57,407	$	(99,126)
Net (loss) income										Net (loss) income	$	(50,064)	$	10,223	$	7,343	$	(88,903)
Depreciation and amortization of real estate assets	Depreciation and amortization of real estate assets	45,172		44,491		90,428		88,866		Depreciation and amortization of real estate assets	47,427		45,046		137,855		133,912

Depreciation, amortization and impairment of real estate assets related to unconsolidated joint ventures	Depreciation, amortization and impairment of real estate assets related to unconsolidated joint ventures	5,133		5,879		9,766		11,723		Depreciation, amortization and impairment of real estate assets related to unconsolidated joint ventures	6,090		4,806		15,856		16,529
Net loss on sales of real estate		4,501		3,752		4,501		2,439
Net (gain) loss on sales of real estate related to unconsolidated joint ventures		(220)		(18)		(220)		15
Net loss (gain) on sales of real estate										Net loss (gain) on sales of real estate	80		(655)		4,581		1,784
Net loss (gain) on sales of real estate related to unconsolidated joint ventures										Net loss (gain) on sales of real estate related to unconsolidated joint ventures	—		15		(220)		30
Impairment of real estate	Impairment of real estate	11,745		—		11,745		—		Impairment of real estate	60,857		495		72,602		495
Other-than-temporary impairment of unconsolidated joint ventures	Other-than-temporary impairment of unconsolidated joint ventures	—		164,126		—		164,126		Other-than-temporary impairment of unconsolidated joint ventures	—		—		—		164,126

FFO	FFO	83,136		85,657		173,627		168,043		FFO	64,390		59,930		238,017		227,973

Stock-based compensation expense	Stock-based compensation expense	794		2,271		3,250		4,559		Stock-based compensation expense	2,117		2,428		5,367		6,987
Non-cash rental and related revenues	Non-cash rental and related revenues	(3,587)		(4,914)		(8,061)		(10,627)		Non-cash rental and related revenues	13,031		20,740		4,970		10,113
Non-cash interest income	Non-cash interest income	(547)		(502)		(1,094)		(914)		Non-cash interest income	(589)		(530)		(1,683)		(1,444)
Non-cash interest expense	Non-cash interest expense	2,804		1,749		5,502		3,645		Non-cash interest expense	2,798		1,744		8,300		5,389
Non-cash portion of loss on extinguishment of debt	Non-cash portion of loss on extinguishment of debt	—		54		271		847		Non-cash portion of loss on extinguishment of debt	140		913		411		1,760
(Recovery of) provision for loan losses and other reserves	(Recovery of) provision for loan losses and other reserves	(270)		(109)		205		1,916		(Recovery of) provision for loan losses and other reserves	(217)		(26)		(12)		1,890

Other adjustments related to unconsolidated joint ventures	Other adjustments related to unconsolidated joint ventures	(692)		(618)		(1,678)		(1,214)		Other adjustments related to unconsolidated joint ventures	(2,378)		(150)		(4,056)		(1,364)
Other adjustments	Other adjustments	2,211		361		2,394		533		Other adjustments	36		(213)		2,430		320

AFFO	AFFO	$	83,849	$	83,949	$	174,416	$	166,788	AFFO	$	79,328	$	84,836	$	253,744	$	251,624

FFO per diluted common share	FFO per diluted common share	$	0.36	$	0.39	$	0.75	$	0.78	FFO per diluted common share	$	0.28	$	0.27	$	1.03	$	1.05

AFFO per diluted common share	AFFO per diluted common share	$	0.36	$	0.39	$	0.75	$	0.77	AFFO per diluted common share	$	0.34	$	0.38	$	1.09	$	1.15

Weighted average number of common shares outstanding, diluted:	Weighted average number of common shares outstanding, diluted:									Weighted average number of common shares outstanding, diluted:
FFO	FFO	231,681,536		217,462,704		231,641,958		215,015,226		FFO	231,993,295		222,063,910		231,779,750		217,385,804

AFFO	AFFO	232,708,975		217,946,731		232,713,843		215,550,317		AFFO	232,858,600		222,542,049		232,810,528		217,906,904

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The following table sets forth additional information related to certain other items included in net income above, and the portions of each that are included in FFO and AFFO, 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,														Three Months Ended September 30,												Nine Months Ended September 30,
		2022		2021		2022		2021		2022		2021		2022		2021		2022		2021		2022			2021			2022		2021		2022		2021		2022		2021		2022		2021		2022		2021		2022		2021
		Net Income (Loss)				FFO				AFFO				Net Income (Loss)				FFO				AFFO						Net Income (Loss)				FFO				AFFO				Net Income (Loss)				FFO				AFFO
Rental and related revenues:	Rental and related revenues:																										Rental and related revenues:
Non-cash rental and related revenue write-offs	Non-cash rental and related revenue write-offs	$	0.3	$	—	$	0.3	$	—	$	—	$	—	$	0.1	$	—	$	0.1	$	—	$	—		$	—	Non-cash rental and related revenue write-offs	$	16.6	$	25.2	$	16.6	$	25.2	$	—	$	—	$	16.7	$	25.2	$	16.7	$	25.2	$	—	$	—
Resident fees and services:	Resident fees and services:																							Resident fees and services:
Grant income under government programs (1)	Grant income under government programs (1)	0.1		0.5		0.1		0.5		0.1		0.5		0.1		0.5		0.1		0.5		0.1			0.5		Grant income under government programs (1)	—		—		—		—		—		—		0.1		0.5		0.1		0.5		0.1		0.5
Interest and other income:	Interest and other income:																							Interest and other income:
Lease termination income	Lease termination income	—		—		—		—		—		—		2.3		—		2.3		—		2.3			—		Lease termination income	—		—		—		—		—		—		2.3		—		2.3		—		2.3		—

(Recovery of) provision for loan losses and other reserves	(Recovery of) provision for loan losses and other reserves	(0.3)		(0.1)		(0.3)		(0.1)		—		—		0.2		1.9		0.2		1.9		—			—		(Recovery of) provision for loan losses and other reserves	(0.2)		—		(0.2)		—		—		—		—		1.9		—		1.9		—		—
Loss on extinguishment of debt	Loss on extinguishment of debt	—		0.1		—		0.1		—		—		0.3		0.8		0.3		0.8		—			—		Loss on extinguishment of debt	0.1		0.9		0.1		0.9		—		—		0.4		1.8		0.4		1.8		—		—
Other income (expense)	Other income (expense)	(2.2)		—		(2.2)		—		—		—		(2.1)		0.1		(2.1)		0.1		0.2			0.2		Other income (expense)	1.0		0.3		1.0		0.3		1.0		0.2		(1.1)		0.4		(1.1)		0.4		1.2		0.4
Loss from unconsolidated joint ventures:	Loss from unconsolidated joint ventures:																							Loss from unconsolidated joint ventures:
Grant income under government programs (1)	Grant income under government programs (1)	3.4		—		3.4		—		3.4		—		3.4		—		3.4		—		3.4			—		Grant income under government programs (1)	0.1		—		0.1		—		0.1		—		3.5		—		3.5		—		3.5		—
Deferred income tax benefit	Deferred income tax benefit	0.3		0.9		0.3		0.9		—		—		0.3		1.6		0.3		1.6		—			—		Deferred income tax benefit	0.8		0.4		0.8		0.4		—		—		1.2		2.0		1.2		2.0		—		—

Support payment paid to joint venture manager (2)	Support payment paid to joint venture manager (2)	3.6		2.5		3.6		2.5		3.6		2.5		3.6		2.5		3.6		2.5		3.6			2.5		Support payment paid to joint venture manager (2)	2.3		—		2.3		—		2.3		—		5.9		2.5		5.9		2.5		5.9		2.5
Other-than-temporary impairment of unconsolidated joint ventures	Other-than-temporary impairment of unconsolidated joint ventures	—		164.1		—		—		—		—		—		164.1		—		—		—			—		Other-than-temporary impairment of unconsolidated joint ventures	—		—		—		—		—		—		—		164.1		—		—		—		—

(1) Consists of funds specifically paid to communities in our Senior Housing - Managed portfolio from state or federal governments related to the pandemic and were incremental to the amounts that would have otherwise been received for providing care to residents.

(2) Funding for support payments did not require capital contributions from Sabra but rather were funded with proceeds received by the Enlivant Joint Venture from TPG for the issuance of senior preferred interests or with cash on hand at the Enlivant Joint Venture.

Liquidity and Capital Resources

As of ~~June~~September 30, 2022, we had approximately ~~$924.8~~$887.7 million in liquidity, consisting of unrestricted cash and cash equivalents of ~~$67.2~~$26.3 million and available borrowings under our Revolving Credit Facility (as defined below) of ~~$857.7~~$861.4 million. The Credit Agreement also contains an accordion feature that can increase the total available borrowings to $2.75 billion (from U.S. $2.0 billion plus CAD $125.0 million), subject to terms and conditions.

We have filed a shelf registration statement with the SEC that expires in December 2022, and at or prior to such time we expect to file a new shelf registration statement. Our shelf registration statement 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 August 6, 2021, we established an at-the-market equity offering program (the “ATM Program”) pursuant to which shares of our common stock having an aggregate gross sales price of up to $500.0 million may be sold from time to time (i) by us through a consortium of banks acting as sales agents or directly to the banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement.

During the three and ~~six~~nine months ended ~~June~~September 30, 2022, no shares were sold under the ATM Program and we did not utilize the forward feature of the ATM Program. As of ~~June~~September 30, 2022, we had $475.0 million available under the ATM Program. ~~Subject to market conditions, we expect to use proceeds from our ATM Program to finance future investments in properties.~~

Our short-term liquidity requirements consist primarily of operating expenses, including our planned capital expenditures and funding commitments, interest expense, scheduled debt service payments under our loan agreements, dividend requirements, general and administrative expenses and other requirements described under “Material Cash Requirements” below. Based on our current assessment, we believe that our available cash, operating cash flows and borrowings available to us under our Revolving Credit Facility provide sufficient funds for such requirements for the next twelve months. In addition, we

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do not believe that the restrictions under our Senior Notes Indentures (as defined below) or Credit Agreement significantly limit our ability to use our available liquidity for these purposes.

Our long-term liquidity requirements consist primarily of future investments in properties, including any improvements or renovations of current or newly-acquired properties, as well as scheduled debt maturities. We expect to meet these liquidity needs using the sources above as well as the proceeds from issuances of common stock, ~~(including through our ATM Program),~~ preferred stock, debt or other securities, additional borrowings, including mortgage debt or a new or refinanced credit facility, and proceeds from the sale of properties. In addition, we may seek financing from U.S. government agencies, including through Fannie Mae, Freddie Mac and the U.S. Department of Housing and Urban Development, in appropriate circumstances in connection with acquisitions.

Cash Flows from Operating Activities

Net cash provided by operating activities was ~~$139.7~~$248.1 million for the ~~six~~nine months ended ~~June~~September 30, 2022. 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 payments from borrowers under our loan and preferred equity investments. Operating cash outflows consisted primarily of interest payments on borrowings and payment of general and administrative expenses, including corporate overhead. Increases to operating cash flows primarily relate to completed investment activity, and decreases to operating cash flows primarily relate to disposition activity and interest expense from increased borrowing activity. In addition, the change in operating cash flows was impacted by the timing of collections from our tenants and borrowers and fluctuations in the operating results of our Senior Housing - Managed communities. We expect our annualized cash flows provided by operating activities to fluctuate as a result of completed investment and disposition activity, anticipated future changes in our portfolio, fluctuations in collections from tenants and borrowers, and fluctuations in the operating results of our Senior Housing - Managed communities.such activity.

Cash Flows from Investing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2022, net cash used in investing activities was ~~$128.1~~$185.1 million and included $128.0 million used for the investment in an unconsolidated joint venture, ~~$20.6~~$84.0 million used for the acquisition of ~~one facility, $19.5~~three facilities, $33.8 million used for additions to real estate, ~~$5.0~~$5.8 million used to provide funding for preferred equity investments, $4.5 million used to provide funding for a loan receivable and $0.8 million used for escrow deposits for potential investments, partially offset by ~~$40.0~~$62.8 million of net proceeds from the sales of real estate, ~~$4.5~~$4.9 million in repayments of loans receivable and ~~$1.3~~$4.2 million in repayments of preferred equity investments.

Cash Flows from Financing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2022, net cash used in financing activities was ~~$56.6~~$148.2 million and included ~~$138.6~~$207.9 million of dividends paid to stockholders, ~~$40.0~~$63.8 million of principal repayments on term loans, ~~$16.5~~$17.0 million of principal repayments on secured debt, ~~and $3.8~~$4.4 million of net costs related to payroll tax payments related to the issuance of common stock pursuant to equity compensation arrangements and our ATM Program, and a $2.5 million payment of contingent consideration, partially offset by ~~$142.4~~$147.4 million of net borrowings from our Revolving Credit Facility.

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

Material Cash Requirements

Our material cash requirements include the following contractual and other obligations.

Senior Unsecured Notes. Our senior unsecured notes consisted of the following (collectively, the “Senior Notes”) as of ~~June~~September 30, 2022 (dollars in thousands):

Title

Maturity Date

Principal Balance (1)

5.125% senior unsecured notes due 2026 (the “2026 Notes”)

August 15, 2026

500,000

5.88% senior unsecured notes due 2027 (the “2027 Notes”)

May 17, 2027

100,000

3.90% senior unsecured notes due 2029 (the “2029 Notes”)

October 15, 2029

350,000

3.20% senior unsecured notes due 2031 (the “2031 Notes”)

December 1, 2031

800,000

1,750,000

(1) Principal balance does not include discount, net of ~~$3.2~~$3.4 million and deferred financing costs, net of ~~$12.8~~$12.4 million as of ~~June~~September 30, 2022.

See Note 7, “Debt,” in the Notes to Consolidated Financial Statements and “Subsidiary Issuer and Guarantor Financial Information” below for additional information concerning the Senior Notes, including information regarding the indentures and

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agreements governing the Senior Notes (the “Senior Notes Indentures”). As of ~~June~~September 30, 2022, we were in compliance with all applicable covenants under the Senior Notes Indentures.

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Credit Agreement. Pursuant to a fifth amended and restated credit agreement entered into by the Operating Partnership and Sabra Canadian Holdings, LLC (together, the “Borrowers”), Sabra and the other parties thereto effective on September 9, 2019 (the “Credit Agreement”), we have a $1.0 billion revolving credit facility (the “Revolving Credit Facility”), a ~~$460.0~~$436.3 million U.S. dollar term loan, a CAD $125.0 million Canadian dollar term loan (collectively, the “Term Loans”) and an accordion feature that can increase the total available borrowings to $2.75 billion, subject to terms and conditions.

The Revolving Credit Facility has a maturity date of September 9, 2023, and includes two six-month extension options. The Term Loans have a maturity date of September 9, 2024.

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

See Note 7, “Debt,” in the Notes to Consolidated Financial Statements for additional information concerning the Credit Agreement, including information regarding covenants contained in the Credit Agreement. As of ~~June~~September 30, 2022, we were in compliance with all applicable covenants under the Credit Agreement.

Secured Indebtedness. As of ~~June~~September 30, 2022, eight of our properties held for investment were subject to secured indebtedness to third parties, and our secured debt consisted of the following (dollars in thousands):

Interest Rate Type

Principal Balance (1)

Weighted Average Interest Rate

Maturity Date

Interest Rate Type

Principal Balance (1)

Weighted Average Interest Rate

Maturity Date

Fixed Rate

51,092

2.84

May 2031 -
August 2051

Fixed Rate

50,609

2.84

May 2031 -
August 2051

(1) Principal balance does not include deferred financing costs, net of $0.9 million as of ~~June~~September 30, 2022.

Interest. Our estimated interest and facility fee payments based on principal amounts of debt outstanding as of ~~June~~September 30, 2022, LIBOR (as defined below) and CDOR (as defined below) rates as of ~~June~~September 30, 2022, and including the impact of interest rate swaps and collars are ~~$47.7~~$29.4 million for the remainder of 2022, ~~$93.5~~$97.5 million in 2023, ~~$83.4~~$85.4 million in 2024, $72.0 million in 2025, $72.0 million in 2026 and $184.7 million thereafter.

Capital and Other Expenditures and Funding Commitments. For ~~each of~~ the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, our aggregate capital expenditures were ~~$19.5~~$33.8 million and ~~$21.7~~$29.3 million, respectively. As of ~~June~~September 30, 2022, our aggregate commitment for future capital and other expenditures related to facilities leased under triple-net operating leases was approximately ~~$130 million. These commitments are principally for improvements to our facilities and we do not expect those commitments to exceed $103~~$81 million, ~~for the next 12 months,~~ of which ~~we expect $67~~$73 million towill directly result in incremental rental ~~income.~~income, and approximately $63 million will be spent over the next 12 months. Additionally, as of September 30, 2022, anticipated capital expenditures related to our Senior Housing - Managed communities was approximately $40 million, of which we expect to spend approximately $27 million over the next 12 months.

In addition, as of ~~June~~September 30, 2022, we have committed to provide up to ~~$72.6~~$72.3 million of future funding related to ~~two~~three preferred equity investments and two loans receivable investments with maturity dates ranging from December 2022 to November 2026.

Dividends. To maintain REIT status, we are required each year to distribute to stockholders at least 90% of our annual REIT taxable income after certain adjustments. All distributions will be made by us at the discretion of our board of directors and will depend on our financial position, results of operations, cash flows, capital requirements, debt covenants (which include limits on distributions by us), applicable law, and other factors as our board of directors deems relevant.

We paid dividends of ~~$138.6~~$207.9 million on our common stock during the ~~six~~nine months ended ~~June~~September 30, 2022. On ~~August 3,~~November 7, 2022, our board of directors declared a quarterly cash dividend of $0.30 per share of common stock. The dividend will be paid on ~~August 31,~~November 30, 2022 to common stockholders of record as of ~~August~~November 17, 2022.

Subsidiary Issuer and Guarantor Financial Information. In connection with the Operating Partnership’s assumption of the 2026 Notes, we have fully and unconditionally guaranteed the 2026 Notes, subject to release under certain circumstances as described below. The 2029 Notes and 2031 Notes are issued by the Operating Partnership and guaranteed, fully and unconditionally, by us.

These guarantees are subordinated to all existing and future senior debt and senior guarantees of the applicable guarantors and are unsecured. We conduct all of our business through and derive virtually all of our income from our subsidiaries.

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Therefore, our ability to make required payments with respect to our indebtedness (including the Senior Notes) and other obligations depends on the financial results and condition of our subsidiaries and our ability to receive funds from our subsidiaries.

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We will be automatically and unconditionally released from our obligations under the 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; or

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

In accordance with Regulation S-X, the following aggregate summarized financial information is provided for Sabra and the Operating Partnership. This aggregate summarized financial information has been prepared from the books and records maintained by us and the Operating Partnership. The aggregate summarized financial information does not include the investments in non-guarantor subsidiaries nor the earnings from non-guarantor subsidiaries and therefore is not necessarily indicative of the results of operations or financial position had the Operating Partnership operated as an independent entity. Intercompany transactions have been eliminated. The aggregate summarized balance sheet information as of ~~June~~September 30, 2022 and December 31, 2021 and aggregate summarized statement of loss information for the ~~six~~nine months ended ~~June~~September 30, 2022 is as follows (in thousands):


		June 30, 2022		December 31, 2021			September 30, 2022		December 31, 2021
Total assets	Total assets	$	85,212	$	117,755	Total assets	$	52,353	$	117,755
Total liabilities	Total liabilities	2,239,546		2,287,485		Total liabilities	2,227,191		2,287,485

		Six Months Ended June 30, 2022					Nine Months Ended September 30, 2022
Total revenues	Total revenues	$	2,393			Total revenues	$	2,412
Total expenses	Total expenses	61,874				Total expenses	93,204
Net loss	Net loss	(60,148)				Net loss	(91,959)

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 ~~406~~407 real estate properties held for investment as of ~~June~~September 30, 2022 is diversified by location across the U.S. and Canada.

For the three and ~~six~~nine months ended ~~June~~September 30, 2022, no tenant relationship represented 10% or more of our total revenues.

Skilled Nursing Facility Reimbursement Rates

For the ~~six~~nine months ended ~~June~~September 30, 2022 (excluding lease termination income of $2.3 million), ~~50.4%~~47.8% 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.

Prior to October 1, 2019, the amount to be paid was determined by classifying each patient into one of 66 Resource Utilization Group (“RUG”) categories that represented the level of services required to treat different conditions and levels of acuity. The 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.

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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 became effective on October 1, 2019. PDPM reflects significant changes to the Resident Classification

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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.

On July 29, 2021, CMS released a final rule updating fiscal year 2022 Medicare rates for skilled nursing facilities providing an estimated net increase of 1.2% over fiscal year 2021 (comprised of a market basket increase of 2.7% less a forecast error adjustment of 0.8% and a productivity adjustment of 0.7%). These figures do not incorporate any of the estimated value-based purchasing reductions for skilled nursing facilities. No adjustments were made to the PDPM rate methodology in ~~this year’s~~the final rule. The new payment rates became effective on October 1, 2021.

On July 29, 2022, CMS issued a final rule regarding fiscal year 2023 Medicare rates for skilled nursing facilities providing an estimated net increase of 2.7% compared to fiscal year 2022 comprised of an increase as a result of an update to the payment rates of 5.1% (which is based on (i) a market basket increase of 3.9% plus (ii) a market basket forecast error adjustment of 1.5% and less (iii) a productivity adjustment of 0.3%), partially offset by the recalibrated PDPM parity adjustment of 2.3% (the total PDPM parity adjustment is 4.6%, and it is being phased in over a two-year period). These figures do not incorporate any of the estimated value-based purchasing reductions for skilled nursing facilities. The new payment rates ~~become~~became effective on October 1, 2022.

In response to the COVID-19 pandemic, several federal relief packages were approved that have benefited and may continue to 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 $178 billion Provider Relief Fund (“PRF”) for eligible health care providers, which includes skilled nursing/transitional care operators, and as of September 1, 2020 also includes assisted living facility operators. Approximately $168 billion of such appropriated amount has been funded through four phases of general distributions, various targeted distributions and certain performance-based incentive payments, and such distributions have effectively ended. The CARES Act also included (i) a temporary suspension of the 2% Medicare sequestration cut beginning May 1, 2020 through December 31, 2020, which was extended as discussed below, (ii) a deferral of the employer’s Social Security remittances through December 31, 2020, (iii) the establishment of the Paycheck Protection Program, a Small Business Administration loan to businesses with fewer than 500 employees that may be partially forgivable, and (iv) accelerated and advance Medicare payments for certain providers, with deferred repayment obligations that are interest-free for up to 29 months.

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 and relaxation of certification requirements for employees performing non-clinical services in these facilities.

The Department of Health and Human Services (“HHS”) most recently extended the COVID-19 Public Health Emergency for another 90 days, effective ~~July 15,~~October 13, 2022, which allows HHS to continue providing some temporary regulatory waivers, including the waiver of the three-day hospital stay requirement, and new rules to equip skilled nursing facilities and some assisted living operators with flexibility to respond to the COVID-19 pandemic. In addition, the FMAP funding increase will remain in effect through ~~December~~March 31, ~~2022.~~2023. Lastly, suspension of the Medicare sequestration was effective through March 31, 2022 after which a 1% payment adjustment was in effect from April through June 2022, and a further 1% payment adjustment became effective July 1, 2022.

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With distributions from the PRF effectively completed, many states have increased their support to skilled nursing/transitional care operators. States have discretion regarding the distribution of the FMAP funds to healthcare providers, and several states have continued, and in some cases extended, these benefits to providers and/or increased their base Medicaid reimbursement rates outside of the continuation or extension of FMAP.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to the quantitative and qualitative disclosures about market risk set forth in our 2021 Annual Report on Form 10-K.

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~~September 30, 2022 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~~September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 have been no material changes in our assessment of our risk factors from those set forth in Part I, Item 1A of our 2021 Annual Report on Form 10-K.

ITEM 6. EXHIBITS


Ex.						Description

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).

3.1.2						Articles of Amendment to the Articles of Amendment and Restatement of Sabra Health Care REIT, Inc., dated as of June 9, 2020 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Sabra Health Care REIT, Inc. on June 12, 2020).

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 February 8, 2022).

22.1						List of Subsidiary Issuers and Guarantors of Sabra Health Care REIT, Inc. (incorporated by reference to Exhibit 22.1 of the Annual Report on 10-K filed by Sabra Health Care REIT, Inc. on February 22, 2022).

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 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**						Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to 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.

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.

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*			Filed herewith.
**			Furnished herewith.

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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 3,~~November 7, 2022	By:	/S/ RICHARD K. MATROS
		Richard K. Matros
		Chief Executive Officer, President and Chair
		(Principal Executive Officer)

Date: ~~August 3,~~November 7, 2022	By:	/S/ MICHAEL COSTA
		Michael Costa
		Chief Financial Officer, Secretary and Executive Vice President
		(Principal Financial Officer)

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		Page Numbers
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Consolidated Balance Sheets	4

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

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

	Consolidated Statements of Equity	7

	Consolidated Statements of Cash Flows	9

	Notes to Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2728

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4243

Item 4.	Controls and Procedures	4243

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	4344

Item 1A.	Risk Factors	4344

Item 6.	Exhibits	4344

Signatures		4546