DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 24, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-34950 | |
Entity Registrant Name | SABRA HEALTH CARE REIT, INC. | |
Entity Central Index Key | 0001492298 | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 27-2560479 | |
Entity Address, Address Line One | 18500 Von Karman Avenue, Suite 550 | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92612 | |
City Area Code | 888 | |
Local Phone Number | 393-8248 | |
Title of 12(b) Security | Common stock, $.01 par value | |
Trading Symbol | SBRA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 193,696,901 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Real estate investments, net of accumulated depreciation of $502,777 and $402,338 as of September 30, 2019 and December 31, 2018, respectively | $ 5,344,997 | $ 5,853,545 |
Loans receivable and other investments, net | 108,242 | 113,722 |
Investment in unconsolidated joint venture | 324,324 | 340,120 |
Cash and cash equivalents | 29,431 | 50,230 |
Restricted cash | 10,231 | 9,428 |
Lease intangible assets, net | 104,977 | 131,097 |
Accounts receivable, prepaid expenses and other assets, net | 145,801 | 167,161 |
Total assets | 6,068,003 | 6,665,303 |
Liabilities | ||
Secured debt, net | 113,644 | 115,679 |
Revolving credit facility | 200,000 | 624,000 |
Term loans, net | 1,182,983 | 1,184,930 |
Senior unsecured notes, net | 1,106,484 | 1,307,394 |
Accounts payable and accrued liabilities | 109,401 | 94,827 |
Lease intangible liabilities, net | 73,074 | 83,726 |
Total liabilities | 2,785,586 | 3,410,556 |
Commitments and contingencies (Note 13) | ||
Equity | ||
Common stock, $.01 par value; 250,000,000 shares authorized, 193,696,901 and 178,306,528 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 1,937 | 1,783 |
Additional paid-in capital | 3,823,584 | 3,507,925 |
Cumulative distributions in excess of net income | (523,709) | (271,595) |
Accumulated other comprehensive (loss) income | (19,395) | 12,301 |
Total Sabra Health Care REIT, Inc. stockholders’ equity | 3,282,417 | 3,250,414 |
Noncontrolling interests | 0 | 4,333 |
Total equity | 3,282,417 | 3,254,747 |
Total liabilities and equity | $ 6,068,003 | $ 6,665,303 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Accumulated depreciation | $ 502,777 | $ 402,338 |
Common stock | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 250,000,000 | 250,000,000 |
Shares issued (in shares) | 193,696,901 | 178,306,528 |
Shares outstanding (in shares) | 193,696,901 | 178,306,528 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | ||||
Rental and related revenues | $ 110,104 | $ 130,467 | $ 339,291 | $ 418,951 |
Interest and other income | 3,325 | 3,932 | 77,145 | 12,823 |
Resident fees and services | 36,405 | 17,403 | 89,537 | 52,426 |
Total revenues | 149,834 | 151,802 | 505,973 | 484,200 |
Expenses: | ||||
Depreciation and amortization | 43,092 | 48,468 | 137,517 | 143,301 |
Interest | 29,255 | 37,305 | 99,181 | 109,880 |
General and administrative | 8,709 | 8,173 | 24,952 | 25,753 |
Provision for doubtful accounts, straight-line rental income and loan losses | 57 | 8,910 | 1,457 | 9,449 |
Impairment of real estate | 13,966 | 0 | 119,102 | 1,413 |
Total expenses | 124,669 | 115,467 | 459,607 | 326,830 |
Other income (expense): | ||||
Loss on extinguishment of debt | (644) | 0 | (10,763) | 0 |
Other income | 215 | 1,336 | 385 | 4,156 |
Net (loss) gain on sales of real estate | (19) | 14 | 1,216 | 142,445 |
Total other income (expense) | (448) | 1,350 | (9,162) | 146,601 |
Income before loss from unconsolidated joint venture and income tax expense | 24,717 | 37,685 | 37,204 | 303,971 |
Loss from unconsolidated joint venture | (605) | (1,725) | (5,635) | (3,626) |
Income tax expense | (826) | (732) | (2,292) | (1,847) |
Net income | 23,286 | 35,228 | 29,277 | 298,498 |
Net income attributable to noncontrolling interests | (4) | (10) | (22) | (22) |
Net income attributable to Sabra Health Care REIT, Inc. | 23,282 | 35,218 | 29,255 | 298,476 |
Preferred stock dividends | 0 | 0 | 0 | (9,768) |
Net income attributable to common stockholders | $ 23,282 | $ 35,218 | $ 29,255 | $ 288,708 |
Net income attributable to common stockholders, per: | ||||
Basic common share (in dollars per share) | $ 0.12 | $ 0.20 | $ 0.16 | $ 1.62 |
Diluted common share (in dollars per share) | $ 0.12 | $ 0.20 | $ 0.16 | $ 1.62 |
Weighted-average number of common shares outstanding, basic (in shares) | 190,650,400 | 178,317,769 | 183,578,254 | 178,309,127 |
Weighted-average number of common shares outstanding, diluted (in shares) | 191,952,389 | 178,941,213 | 184,698,411 | 178,729,853 |
Triple-Net Portfolio | ||||
Expenses: | ||||
Operating expenses | $ 5,611 | $ 0 | $ 17,140 | $ 0 |
Senior Housing - Managed | ||||
Expenses: | ||||
Operating expenses | $ 23,979 | $ 12,611 | $ 60,258 | $ 37,034 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 23,286 | $ 35,228 | $ 29,277 | $ 298,498 |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation gain (loss) | 917 | (65) | 924 | (178) |
Unrealized (loss) gain on cash flow hedges | (9,376) | 2,010 | (32,620) | 15,246 |
Total other comprehensive (loss) income | (8,459) | 1,945 | (31,696) | 15,068 |
Comprehensive income | 14,827 | 37,173 | (2,419) | 313,566 |
Comprehensive income attributable to noncontrolling interests | (4) | (10) | (22) | (22) |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | $ 14,823 | $ 37,163 | $ (2,441) | $ 313,544 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Total Stockholders’ Equity | Preferred Stock | Common Stock | Additional Paid-in Capital | Cumulative Distributions in Excess of Net Income | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2017 | 5,750,000 | 178,255,843 | ||||||
Beginning balance at Dec. 31, 2017 | $ 3,437,249 | $ 3,432,807 | $ 58 | $ 1,783 | $ 3,636,913 | $ (217,236) | $ 11,289 | $ 4,442 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 298,498 | 298,476 | 298,476 | 22 | ||||
Other comprehensive income (loss) | 14,273 | 14,273 | 14,273 | |||||
Distributions to noncontrolling interests | (107) | (107) | ||||||
Amortization of stock-based compensation | 7,357 | 7,357 | 7,357 | |||||
Preferred stock redemption (in shares) | (5,750,000) | |||||||
Preferred stock redemption | (143,750) | $ (58) | (138,191) | (5,501) | ||||
Common stock issuance, net (in shares) | 29,132 | |||||||
Common stock issuance, net | (202) | (202) | (202) | |||||
Preferred dividends | (4,267) | (4,267) | (4,267) | |||||
Common dividends | (241,793) | (241,793) | (241,793) | |||||
Ending balance (in shares) at Sep. 30, 2018 | 0 | 178,284,975 | ||||||
Ending balance at Sep. 30, 2018 | 3,367,258 | 3,362,901 | $ 0 | $ 1,783 | 3,505,877 | (171,116) | 26,357 | 4,357 |
Beginning balance (in shares) at Jun. 30, 2018 | 0 | 178,283,590 | ||||||
Beginning balance at Jun. 30, 2018 | 3,407,925 | 3,403,543 | $ 0 | $ 1,783 | 3,502,954 | (125,606) | 24,412 | 4,382 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 35,228 | 35,218 | 35,218 | 10 | ||||
Other comprehensive income (loss) | 1,945 | 1,945 | 1,945 | |||||
Distributions to noncontrolling interests | (35) | (35) | ||||||
Amortization of stock-based compensation | 2,923 | 2,923 | 2,923 | |||||
Common stock issuance, net (in shares) | 1,385 | |||||||
Common dividends | (80,728) | (80,728) | (80,728) | |||||
Ending balance (in shares) at Sep. 30, 2018 | 0 | 178,284,975 | ||||||
Ending balance at Sep. 30, 2018 | 3,367,258 | 3,362,901 | $ 0 | $ 1,783 | 3,505,877 | (171,116) | 26,357 | 4,357 |
Beginning balance (in shares) at Dec. 31, 2018 | 0 | 178,306,528 | ||||||
Beginning balance at Dec. 31, 2018 | 3,254,747 | 3,250,414 | $ 0 | $ 1,783 | 3,507,925 | (271,595) | 12,301 | 4,333 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 29,277 | 29,255 | 29,255 | 22 | ||||
Other comprehensive income (loss) | (31,696) | (31,696) | (31,696) | |||||
Buyout of noncontrolling interests | (200) | 4,039 | 4,039 | (4,239) | ||||
Distributions to noncontrolling interests | (116) | (116) | ||||||
Amortization of stock-based compensation | 10,474 | 10,474 | 10,474 | |||||
Common stock issuance, net (in shares) | 15,390,373 | |||||||
Common stock issuance, net | 301,300 | 301,300 | $ 154 | 301,146 | ||||
Common dividends | (248,867) | (248,867) | (248,867) | |||||
Ending balance (in shares) at Sep. 30, 2019 | 0 | 193,696,901 | ||||||
Ending balance at Sep. 30, 2019 | 3,282,417 | 3,282,417 | $ 0 | $ 1,937 | 3,823,584 | (523,709) | (19,395) | 0 |
Beginning balance (in shares) at Jun. 30, 2019 | 0 | 189,515,024 | ||||||
Beginning balance at Jun. 30, 2019 | 3,260,376 | 3,256,098 | $ 0 | $ 1,895 | 3,725,971 | (460,832) | (10,936) | 4,278 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 23,286 | 23,282 | 23,282 | 4 | ||||
Other comprehensive income (loss) | (8,459) | (8,459) | (8,459) | |||||
Buyout of noncontrolling interests | (200) | 4,039 | 4,039 | (4,239) | ||||
Distributions to noncontrolling interests | (43) | (43) | ||||||
Amortization of stock-based compensation | 3,930 | 3,930 | 3,930 | |||||
Common stock issuance, net (in shares) | 4,181,877 | |||||||
Common stock issuance, net | 89,686 | 89,686 | $ 42 | 89,644 | ||||
Common dividends | (86,159) | (86,159) | (86,159) | |||||
Ending balance (in shares) at Sep. 30, 2019 | 0 | 193,696,901 | ||||||
Ending balance at Sep. 30, 2019 | $ 3,282,417 | $ 3,282,417 | $ 0 | $ 1,937 | $ 3,823,584 | $ (523,709) | $ (19,395) | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | Aug. 07, 2019 | May 08, 2019 | Feb. 05, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Statement of Stockholders' Equity [Abstract] | |||||||
Common dividends (in dollars per share) | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 1.35 | $ 1.35 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 29,277 | $ 298,498 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 137,517 | 143,301 |
Amortization of above and below market lease intangibles, net | 1,102 | 4,193 |
Non-cash interest income adjustments | (1,680) | (1,722) |
Non-cash interest expense | 7,846 | 7,548 |
Stock-based compensation expense | 8,829 | 6,275 |
Non-cash lease termination income | (9,725) | 0 |
Loss on extinguishment of debt | 10,763 | 0 |
Straight-line rental income adjustments | (14,067) | (34,404) |
Provision for doubtful accounts, straight-line rental income and loan losses | 1,457 | 9,449 |
Net gain on sales of real estate | (1,216) | (142,445) |
Impairment of real estate | 119,102 | 1,413 |
Loss from unconsolidated joint venture | 5,635 | 3,626 |
Distributions of earnings from unconsolidated joint venture | 10,162 | 6,494 |
Changes in operating assets and liabilities: | ||
Accounts receivable, prepaid expenses and other assets, net | (7,252) | (4,031) |
Accounts payable and accrued liabilities | (20,769) | (15,171) |
Net cash provided by operating activities | 276,981 | 283,024 |
Cash flows from investing activities: | ||
Acquisition of real estate | (14,977) | (239,001) |
Origination and fundings of loans receivable | (9,441) | (41,448) |
Origination and fundings of preferred equity investments | 0 | (5,285) |
Additions to real estate | (15,985) | (21,695) |
Repayments of loans receivable | 13,761 | 48,282 |
Repayments of preferred equity investments | 3,672 | 6,491 |
Investment in unconsolidated joint venture | 0 | (354,461) |
Net proceeds from the sales of real estate | 321,715 | 290,864 |
Buyout of noncontrolling interests | (200) | 0 |
Net cash provided by (used in) investing activities | 298,545 | (316,253) |
Cash flows from financing activities: | ||
Net repayments of revolving credit facility | (424,000) | (22,000) |
Proceeds from issuance of senior unsecured notes | 297,039 | 0 |
Principal payments on senior unsecured notes | (500,000) | 0 |
Principal payments on secured debt | (2,566) | (3,202) |
Payments of deferred financing costs | (14,001) | (12) |
Payments related to extinguishment of debt | (6,897) | 0 |
Distributions to noncontrolling interests | (116) | (107) |
Preferred stock redemption | 0 | (143,750) |
Issuance of common stock, net | 302,030 | (499) |
Dividends paid on common and preferred stock | (247,222) | (244,978) |
Net cash used in financing activities | (595,733) | (414,548) |
Net decrease in cash, cash equivalents and restricted cash | (20,207) | (447,777) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 211 | (156) |
Cash, cash equivalents and restricted cash, beginning of period | 59,658 | 587,449 |
Cash, cash equivalents and restricted cash, end of period | 39,662 | 139,516 |
Supplemental disclosure of cash flow information: | ||
Interest paid | $ 100,230 | $ 111,519 |
BUSINESS
BUSINESS | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | BUSINESS Overview Sabra Health Care REIT, Inc. (“Sabra” or the “Company”) was incorporated on May 10, 2010 as a wholly owned subsidiary of Sun Healthcare Group, Inc. (“Sun”) and commenced operations on November 15, 2010 following Sabra’s separation from Sun. Sabra elected to be treated as a real estate investment trust (“REIT”) with the filing of its United States (“U.S.”) federal income tax return for the taxable year beginning January 1, 2011. Sabra believes that it has been organized and operated, and it intends to continue to operate, in a manner to qualify as a REIT. Sabra’s primary business consists of acquiring, financing and owning real estate property to be leased to third-party tenants in the healthcare sector. Sabra primarily generates revenues by leasing properties to tenants and operators throughout the U.S. and Canada. Sabra owns substantially all of its assets and properties and conducts its operations through Sabra Health Care Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), of which Sabra is the sole general partner and a wholly owned subsidiary of Sabra is currently the only limited partner, or by subsidiaries of the Operating Partnership. The Company’s investment portfolio is primarily comprised of skilled nursing/transitional care facilities, senior housing communities and specialty hospitals and other facilities, in each case leased to third-party operators; senior housing communities operated by third-party property managers pursuant to property management agreements (“Senior Housing - Managed”); investments in loans receivable; preferred equity investments; and an investment in an unconsolidated joint venture. On August 17, 2017, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) entered into by the Company, the Operating Partnership, PR Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), Care Capital Properties, Inc., a Delaware corporation (“CCP”), and Care Capital Properties, L.P. (“CCPLP”), a Delaware limited partnership and wholly owned subsidiary of CCP, CCP merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the “CCP Merger”), following which Merger Sub merged with and into the Company, with the Company continuing as the surviving entity (the “Subsequent Merger”), and, simultaneous with the Subsequent Merger, CCPLP merged with and into the Operating Partnership, with the Operating Partnership continuing as the surviving entity. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Sabra and its wholly owned subsidiaries as of September 30, 2019 and December 31, 2018 and for the three and nine month periods ended September 30, 2019 and 2018 . All significant intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the results for such periods. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 . For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC. GAAP requires the Company to identify entities for which control is achieved through voting rights or other means and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. If the Company were determined to be the primary beneficiary of the VIE, the Company would consolidate investments in the VIE. The Company may change its original assessment of a VIE due to events such as modifications of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposal of all or a portion of an interest held by the primary beneficiary. The Company identifies the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The Company performs this analysis on an ongoing basis. As of September 30, 2019 , the Company determined that it was no t the primarily beneficiary of any VIEs. As it relates to investments in loans, in addition to the Company’s assessment of VIEs and whether the Company is the primary beneficiary of those VIEs, the Company evaluates the loan terms and other pertinent facts to determine whether the loan investment should be accounted for as a loan or as a real estate joint venture. If an investment has the characteristics of a real estate joint venture, including if the Company participates in the majority of the borrower’s expected residual profit, the Company would account for the investment as an investment in a real estate joint venture and not as a loan investment. Expected residual profit is defined as the amount of profit, whether called interest or another name, such as an equity kicker, above a reasonable amount of interest and fees expected to be earned by a lender. At September 30, 2019 , 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 September 30, 2019 , the Company’s determination of which entity controls its investments in joint ventures has not changed as a result of any reassessment. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. Reclassifications Certain amounts in the Company’s condensed consolidated statements of income for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations or stockholders’ equity of prior periods. Investment in Unconsolidated Joint Venture The Company reports investments in unconsolidated entities over whose operating and financial policies it has the ability to exercise significant influence under the equity method of accounting. Under this method of accounting, the Company’s share of the investee’s earnings or losses is included in the Company’s condensed consolidated statements of income. The initial carrying value of the investment is based on the amount paid to purchase the joint venture interest. Differences between the Company’s cost basis and the basis reflected at the joint venture level are generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of earnings of the joint venture. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its equity method investments may not be recoverable or realized. When indicators of potential impairment are identified, the Company evaluates its equity method investments for impairment based on a comparison of the fair value of the investment to its carrying value. The fair value is estimated based on discounted cash flows that include all estimated cash inflows and outflows over a specified holding period and any estimated debt premiums or discounts. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of its equity method investment, the Company would record an impairment loss to the extent that the carrying value exceeds the estimated fair value of its equity method investment. On January 2, 2018, the Company completed its transaction with affiliates of Enlivant and TPG Real Estate, the real estate platform of TPG, and contributed $352.7 million , before closing costs, to acquire a 49% equity interest in an entity that owned 172 senior housing communities managed by Enlivant (the “Enlivant Joint Venture”). At closing, the Enlivant Joint Venture had outstanding indebtedness of $791.3 million and net working capital of $22.9 million . The joint venture agreement includes an option for the Company to acquire the remainder of the outstanding equity interests in the Enlivant Joint Venture by January 2, 2021 and grants the Company the right of first offer if the Company’s partner in the Enlivant Joint Venture desires to transfer its equity interest (which it may do commencing on January 2, 2020). Sabra also has the right to designate three directors on the seven member board of directors of the Enlivant Joint Venture and has other customary minority rights. During the nine months ended September 30, 2019 , the Enlivant Joint Venture sold two senior housing communities for gross proceeds of $6.3 million , and the Company recorded an aggregate net loss on sale of real estate related to unconsolidated joint venture of $1.7 million . As of September 30, 2019 , the book value of the Company’s investment in the Enlivant Joint Venture was $324.3 million . Net Investment in Direct Financing Lease As of September 30, 2019 , the Company had a $23.8 million net investment in one skilled nursing/transitional care facility leased to an operator under a direct financing lease, as the tenant is obligated to purchase the property at the end of the lease term. The net investment in direct financing lease is recorded in accounts receivable, prepaid expenses and other assets, net on the accompanying condensed consolidated balance sheets and represents the total undiscounted rental payments of $4.4 million , plus the estimated unguaranteed residual value of $24.7 million , less the unearned lease income of $5.3 million as of September 30, 2019 . Unearned lease income represents the excess of the minimum lease payments and residual value over the cost of the investment. Unearned lease income is deferred and amortized to income over the lease term to provide a constant yield when collectability of the lease payments is reasonably assured. Income from the Company’s net investment in direct financing lease was $0.7 million and $2.0 million for the three and nine months ended September 30, 2019 , respectively, and $0.6 million and $1.9 million for the three and nine months ended September 30, 2018 , respectively, and is reflected in interest and other income on the accompanying condensed consolidated statements of income. Future minimum lease payments contractually due under the direct financing lease at September 30, 2019 were as follows: $0.6 million for the remainder of 2019; $2.3 million for 2020; and $2.1 million for 2021. Recently Issued Accounting Standards Update Adopted In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases, as amended by subsequent ASUs (“Topic 842”). Topic 842 supersedes guidance related to accounting for leases and provides for the recognition of lease assets and lease liabilities by lessees for those leases previously classified as operating leases under GAAP. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing and uncertainty of cash flows arising from a lease. Topic 842 does not fundamentally change lessor accounting; however, some changes have been made to lessor accounting to conform and align that guidance with the lessee guidance and other areas within GAAP. Topic 842 is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. The Company elected to adopt Topic 842 on January 1, 2019 using the modified retrospective transition method, which permits application of the new standard on the adoption date as opposed to the earliest comparative period presented in the financial statements. In addition, the Company elected to use the available practical expedient package, and therefore did not reassess classification of its existing leases. Additionally, the Company has elected a practical expedient not to separate lease and nonlease components (such as services rendered), which can only be applied to leasing arrangements for which (i) the timing and pattern of transfer are the same for the lease and nonlease components and (ii) the lease component, if accounted for separately, would be classified as an operating lease. Under this practical expedient, contracts that are predominantly lease-based would be accounted for under Topic 842, and contracts that are predominantly service-based would be accounted for under Topic 606, Revenue from Contracts with Customers. As a result of electing this practical expedient, the Company, beginning January 1, 2019, recognizes revenue from its leased skilled nursing/transitional care facilities, senior housing communities, and specialty hospitals and other facilities under Topic 842 and recognizes revenue from its Senior Housing - Managed communities under the Revenue ASUs (codified under Topic 606). Upon adoption of Topic 842, the Company recognized its operating leases for which it is the lessee, mainly its corporate office lease and ground leases, on its consolidated balance sheets, as a lease liability of $10.0 million , included in accounts payable and accrued liabilities on the condensed consolidated balance sheets, and a corresponding right-of-use asset, included in accounts receivable, prepaid expenses and other assets, net on the condensed consolidated balance sheets. As of September 30, 2019 , the balances of the lease liability and the corresponding right-of-use asset were $9.8 million and $9.4 million , respectively. The Company assesses the collectability of rental revenues on a lease-by-lease basis. Prior to the adoption of Topic 842, the Company recorded rental revenue and receivables to the extent those amounts were expected to be collected, irrespective of the Company’s determination of the collectability of substantially all rents over the life of a lease. Upon adoption of Topic 842, if at any time the Company cannot determine that it is probable that substantially all rents over the life of a lease are collectible, rental revenue will be recognized only to the extent of payments received and all receivables associated with the lease will be written off irrespective of amounts expected to be collectible. Upon adoption of Topic 842 and as of the adoption date, the Company recorded a $32.5 million reduction in equity and accounts receivable due to the cumulative effect of this change. This reduction consisted of $17.5 million of straight-line rental income receivables and $15.0 million of cash rent receivables, although management believes the $15.0 million of cash rent receivables are collectible. Any recoveries of these amounts will be recorded in future periods upon receipt of payment. Under Topic 842, future write-offs of receivables and any recoveries of previously written-off receivables will be recorded as adjustments to rental revenue. Furthermore, Topic 842 requires lessors to exclude from variable payments lessor costs paid by lessees directly to third parties. In contrast, lessor costs that are paid by the lessor and reimbursed by the lessee are included in the measurement of variable lease revenue and the associated expense. As a result, the Company recognized $4.0 million and $13.0 million of variable lease revenue and the associated expense during the three and nine months ended September 30, 2019 , respectively. Issued but Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires that a financial asset (or a group of financial assets) measured at amortized cost basis be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The amendments in ASU 2016-13 are an improvement because they eliminate the probable initial recognition threshold under current GAAP and, instead, reflect an entity’s current estimate of all expected credit losses. Previously, when credit losses were measured under GAAP, an entity generally only considered past events and current conditions in measuring the incurred loss. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses (“ASU 2018-19”), which amends ASU 2016-13 to clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20, and instead, impairment of such receivables should be accounted for in accordance with Topic 842, Leases. ASU 2016-13 and ASU 2018-19 are effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted as of the fiscal years beginning after December 15, 2018. An entity will apply the amendments in these updates through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 updates the fair value measurement disclosure requirements by (i) eliminating certain requirements, including disclosure of the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements, (ii) modifying certain requirements, including clarifying that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date and (iii) adding certain requirements, including disclosure of the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted for any eliminated or modified disclosures. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted. |
RECENT REAL ESTATE ACQUISITIONS
RECENT REAL ESTATE ACQUISITIONS | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
RECENT REAL ESTATE ACQUISITIONS | RECENT REAL ESTATE ACQUISITIONS During the nine months ended September 30, 2019 , the Company acquired two specialty hospitals/other facilities. During the nine months ended September 30, 2018 , the Company acquired 11 Senior Housing - Managed communities, seven senior housing communities and two skilled nursing/transitional care facilities. The consideration was allocated as follows (in thousands): Nine Months Ended September 30, 2019 2018 Land $ 2,040 $ 28,089 Building and improvements 12,652 208,678 Tenant origination and absorption costs intangible assets 234 1,669 Tenant relationship intangible assets 51 565 Total consideration $ 14,977 $ 239,001 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 15 years and 25 years , respectively, for acquisitions completed during the nine months ended September 30, 2019 , and 13 years and 22 years , respectively, for the acquisitions completed during the nine months ended September 30, 2018 . For each of the three and nine months ended September 30, 2019 , the Company recognized $0.2 million of total revenues and $0.2 million of net income attributable to common stockholders from the facilities acquired during the nine months ended September 30, 2019 . For the three and nine months ended September 30, 2018 , the Company recognized $11.2 million and $31.5 million of total revenues, respectively, and $3.2 million and $9.3 million of net income attributable to common stockholders, respectively, from the facilities acquired during the nine months ended September 30, 2018 . |
REAL ESTATE PROPERTIES HELD FOR
REAL ESTATE PROPERTIES HELD FOR INVESTMENT | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate Investments, Net [Abstract] | |
REAL ESTATE PROPERTIES HELD FOR INVESTMENT | REAL ESTATE PROPERTIES HELD FOR INVESTMENT The Company’s real estate properties held for investment consisted of the following (dollars in thousands): As of September 30, 2019 Property Type Number of Properties Number of Beds/Units Total Real Estate at Cost Accumulated Depreciation Total Real Estate Investments, Net Skilled Nursing/Transitional Care 304 33,879 $ 3,711,702 $ (285,138 ) $ 3,426,564 Senior Housing - Leased (1) 62 4,011 636,273 (72,716 ) 563,557 Senior Housing - Managed (1) 44 4,470 863,130 (101,426 ) 761,704 Specialty Hospitals and Other 24 1,193 635,928 (43,146 ) 592,782 434 43,553 5,847,033 (502,426 ) 5,344,607 Corporate Level 741 (351 ) 390 $ 5,847,774 $ (502,777 ) $ 5,344,997 As of December 31, 2018 Property Type Number of Properties Number of Beds/Units Total Real Estate at Cost Accumulated Depreciation Total Real Estate Investments, Net Skilled Nursing/Transitional Care 335 37,628 $ 4,094,484 $ (224,942 ) $ 3,869,542 Senior Housing - Leased (1) 90 7,332 1,237,790 (125,902 ) 1,111,888 Senior Housing - Managed (1) 23 1,603 301,739 (19,537 ) 282,202 Specialty Hospitals and Other 22 1,085 621,236 (31,640 ) 589,596 470 47,648 6,255,249 (402,021 ) 5,853,228 Corporate Level 634 (317 ) 317 $ 6,255,883 $ (402,338 ) $ 5,853,545 (1) During the nine months ended September 30, 2019 , the Company transitioned 21 senior housing communities to its Senior Housing - Managed portfolio. September 30, 2019 December 31, 2018 Building and improvements $ 5,018,346 $ 5,388,102 Furniture and equipment 235,762 237,145 Land improvements 1,415 1,254 Land 592,251 629,382 5,847,774 6,255,883 Accumulated depreciation (502,777 ) (402,338 ) $ 5,344,997 $ 5,853,545 Operating Leases As of September 30, 2019 , the substantial majority of the Company’s real estate properties (excluding 44 Senior Housing - Managed communities) were leased under triple-net operating leases with expirations ranging from less than one year to 15 years . As of September 30, 2019 , the leases had a weighted-average remaining term of eight years . The leases generally include provisions to extend the lease terms and other negotiated terms and conditions. The Company, through its subsidiaries, retains substantially all of the risks and benefits of ownership of the real estate assets leased to the tenants. The Company may receive additional security under these operating leases in the form of letters of credit and security deposits from the lessee or guarantees from the parent of the lessee. Security deposits received in cash related to tenant leases are included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets and totaled $7.9 million and $12.4 million as of September 30, 2019 and December 31, 2018 , respectively, and letters of credit deposited with the Company totaled approximately $83 million and $98 million as of September 30, 2019 and December 31, 2018 , respectively. In addition, the Company’s tenants have deposited with the Company $14.1 million and $17.5 million as of September 30, 2019 and December 31, 2018 , respectively, for future real estate taxes, insurance expenditures and tenant improvements related to the Company’s properties and their operations. On February 15, 2019, the Company entered into a settlement agreement with Senior Care Centers in connection with the notices of default and lease termination issued by the Company to Senior Care Centers during the third quarter of 2018. In accordance with the order entered by the bankruptcy court in March 2019, the settlement agreement provided for the discharge by the Company of its claims against Senior Care Centers in exchange for $9.5 million of settlement payments, a portion of which was applied to pay post-petition rent. The Company recorded $6.2 million of such post-petition rent during the nine months ended September 30, 2019 . On April 1, 2019, the Company completed the sale of 28 facilities ( 26 skilled nursing/transitional care facilities and two senior housing communities) previously operated by Senior Care Centers and received gross sales proceeds of $282.5 million . In connection with the sale, the Company entered into an agreement to indemnify the buyer from certain costs, expenses and liabilities related to the historical operations of the facilities by Senior Care Centers. In May 2019, the Company transitioned eight facilities previously operated by Senior Care Centers to a current operator in the Sabra portfolio, and the Company expects to sell the remaining two facilities previously operated by Senior Care Centers. During the nine months ended September 30, 2019 , the Company recorded an impairment charge of $95.2 million related to the Senior Care Centers facilities, which includes $10.2 million related to the Company’s estimated contractual indemnification obligations. On December 19, 2018, the Company entered into a letter of intent to terminate its triple-net master lease with Holiday Retirement (“Holiday”) with respect to all 21 senior housing communities subject to the master lease (the “Holiday Communities”) and concurrently enter into management agreements pursuant to which Holiday would manage the Holiday Communities. On April 1, 2019, the Company completed the conversion of the Holiday Communities to its Senior Housing - Managed portfolio and recognized lease termination income of $66.9 million , which includes a $57.2 million lease termination payment received in exchange for terminating the Holiday master lease and a $9.7 million gain related to the assumption of fixed assets net of liabilities. The Company monitors the creditworthiness of its tenants by reviewing credit ratings (if available) and evaluating the ability of the tenants to meet their lease obligations to the Company based on the tenants’ financial performance, including the evaluation of any parent guarantees (or the guarantees of other related parties) of tenant lease obligations. As formal credit ratings may not be available for most of the Company’s tenants, the primary basis for the Company’s evaluation of the credit quality of its tenants (and more specifically the tenant’s ability to pay their rent obligations to the Company) is the tenant’s lease coverage ratio or the parent’s fixed charge coverage ratio for those entities with a parent guarantee. These coverage ratios include earnings before interest, taxes, depreciation, amortization and rent (“EBITDAR”) to rent and earnings before interest, taxes, depreciation, amortization, rent and management fees (“EBITDARM”) to rent at the lease level and consolidated EBITDAR to total fixed charges at the parent guarantor level when such a guarantee exists. The Company obtains various financial and operational information from its tenants each month and reviews this information in conjunction with the above-described coverage metrics to identify financial and operational trends, evaluate the impact of the industry’s operational and financial environment (including the impact of government reimbursement), and evaluate the management of the tenant’s operations. These metrics help the Company identify potential areas of concern relative to its tenants’ credit quality and ultimately the tenant’s ability to generate sufficient liquidity to meet its obligations, including its obligation to continue to pay the rent due to the Company. For the three and nine months ended September 30, 2019 , no tenant relationship represented 10% or more of the Company’s total revenues. The future minimum rental payments from the Company’s properties held for investment under non-cancelable operating leases were as follows and may materially differ from actual future rental payments received (in thousands): As of September 30, 2019 October 1 through December 31, 2019 $ 109,663 2020 425,610 2021 422,465 2022 398,608 2023 381,472 Thereafter 2,023,764 $ 3,761,582 As of December 31, 2018 2019 $ 465,766 2020 456,207 2021 452,346 2022 454,216 2023 437,277 Thereafter 2,407,064 $ 4,672,876 Senior Housing - Managed Communities The Company’s Senior Housing - Managed communities offer residents certain ancillary services that are not contemplated in the lease with each resident (i.e., housekeeping, laundry, guest meals, etc.). These services are provided and paid for in addition to the standard services included in each resident lease (i.e., room and board, standard meals, etc.). The Company bills residents for ancillary services one month in arrears and recognizes revenue as the services are provided, as the Company has no continuing performance obligation related to those services. Resident fees and services includes ancillary service revenue of $0.2 million and $0.5 million for the three and nine months ended September 30, 2019 , respectively, and $0.1 million and $0.4 million for the three and nine months ended September 30, 2018 , respectively. |
IMPAIRMENT OF REAL ESTATE AND D
IMPAIRMENT OF REAL ESTATE AND DISPOSITIONS | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
IMPAIRMENT OF REAL ESTATE AND DISPOSITIONS | IMPAIRMENT OF REAL ESTATE AND DISPOSITIONS 2019 Impairment of Real Estate During the nine months ended September 30, 2019 , the Company recognized a $119.1 million real estate impairment, of which amount $95.2 million related to the 28 Senior Care Centers facilities sold on April 1, 2019 and three additional Senior Care Centers facilities, and the remaining $23.9 million related to five vacant skilled nursing/transitional care facilities and four senior housing communities. Dispositions During the nine months ended September 30, 2019 , the Company completed the sale of 31 skilled nursing/transitional care facilities and seven senior housing communities for aggregate consideration, net of closing costs, of $315.0 million . The net carrying value of the assets and liabilities of these facilities was $313.8 million , which resulted in an aggregate $1.2 million net gain on sale. Excluding the net gain on sale and real estate impairment, the Company recognized $2.8 million and $22.3 million of net income during the nine months ended September 30, 2019 and 2018 , respectively, from these facilities. The sale of these facilities does not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results, and therefore the results of operations attributable to these facilities have remained in continuing operations. 2018 Impairment of Real Estate During the nine months ended September 30, 2018 , the Company recognized a $1.4 million real estate impairment, of which $0.5 million related to one senior housing community sold during the period. Dispositions During the nine months ended September 30, 2018 , the Company completed the sale of 36 skilled nursing/transitional care facilities and four senior housing communities for aggregate consideration, net of closing costs, of $290.9 million . The net carrying value of the assets and liabilities of these facilities was $148.5 million , which resulted in an aggregate $142.4 million net gain on sale. Excluding the net gain on sale and real estate impairment, the Company recognized $12.5 million and $24.9 million of net income during the nine months ended September 30, 2018 and 2017 from these facilities. The sale of these facilities does not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results, and therefore the results of operations attributable to these facilities have remained in continuing operations. |
LOANS RECEIVABLE AND OTHER INVE
LOANS RECEIVABLE AND OTHER INVESTMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
LOANS RECEIVABLE AND OTHER INVESTMENTS | LOANS RECEIVABLE AND OTHER INVESTMENTS As of September 30, 2019 and December 31, 2018 , the Company’s loans receivable and other investments consisted of the following (dollars in thousands): September 30, 2019 Investment Quantity as of September 30, 2019 Property Type Principal Balance as of September 30, 2019 (1) Book Value as of September 30, 2019 Book Value as of Weighted Average Contractual Interest Rate / Rate of Return Weighted Average Annualized Effective Interest Rate / Rate of Return Maturity Date as of September 30, 2019 Loans Receivable: Mortgage 1 Specialty Hospital $ 19,000 $ 19,000 $ 18,577 10.0 % 10.0 % 01/31/27 Construction 2 Senior Housing 5,884 5,935 4,629 8.0 % 7.7 % 10/14/19- 09/30/22 Mezzanine — Skilled Nursing — — 2,188 N/A N/A N/A Other 17 Multiple 43,602 39,673 45,324 6.7 % 7.1 % 09/23/19- 08/31/28 20 68,486 64,608 70,718 7.7 % 8.0 % Loan loss reserve — (783 ) (1,258 ) $ 68,486 $ 63,825 $ 69,460 Other Investments: Preferred Equity 9 Skilled Nursing / Senior Housing 44,005 44,417 44,262 12.0 % 12.0 % N/A Total 29 $ 112,491 $ 108,242 $ 113,722 9.4 % 9.6 % (1) Principal balance includes amounts funded and accrued but unpaid interest / preferred return and excludes capitalizable fees. As of September 30, 2019 and December 31, 2018 , the Company had six and seven loans receivable investments, respectively, with an aggregate principal balance of $2.8 million and $27.7 million , respectively, that were considered to have deteriorated credit quality. As of September 30, 2019 and December 31, 2018 , the book value of the outstanding loans with deteriorated credit quality was $1.2 million and $4.2 million , respectively. During the nine months ended September 30, 2019 , one loan with deteriorated credit quality was repaid. The following table presents changes in the accretable yield for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Accretable yield, beginning of period $ 112 $ 1,081 $ 449 $ 2,483 Accretion recognized in earnings (53 ) (348 ) (357 ) (2,477 ) Reduction due to payoff — — (33 ) — Net reclassification from nonaccretable difference — — — 727 Accretable yield, end of period $ 59 $ 733 $ 59 $ 733 During the three months ended September 30, 2019 , the Company recorded no provision for specific loan losses, and during the nine months ended September 30, 2019 , the Company recorded a $1.2 million provision for specific loan losses. During the three and nine months ended September 30, 2019 , the Company increased its portfolio-based loan loss reserve by $0.1 million and $0.2 million , respectively. As of September 30, 2019 , the Company had no specific loan loss reserve and a $0.8 million portfolio-based loan loss reserve. As of September 30, 2019 , the Company did not consider any loans receivable investments to be impaired. As of September 30, 2019 , two loans receivable investments with no book value were on nonaccrual status. As of September 30, 2019 , the Company did not consider any preferred equity investments to be impaired, and no preferred equity investments were on nonaccrual status. As of December 31, 2018 , the Company had a $0.7 million specific loan loss reserve and a $0.6 million portfolio-based loan loss reserve. As of December 31, 2018 , the Company considered one loan receivable investment with a principal balance of $1.3 million to be impaired, and two loans receivable investments with an aggregate book value of $1.3 million were on nonaccrual status. Additionally, as of December 31, 2018 , the Company recognized interest income related to one loan receivable investment, with a book value of $4.3 million , that was more than 90 days past due. As of December 31, 2018 , the Company did not consider any preferred equity investments to be impaired, and no preferred equity investments were on nonaccrual status. During each of the three and nine months ended September 30, 2018 , the Company recorded a $0.6 million provision for specific loan losses, and during the three and nine months ended September 30, 2018 , the Company increased its portfolio-based loan loss reserve by $0.3 million and $0.6 million , respectively. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Secured Indebtedness The Company’s secured debt consists of the following (dollars in thousands): Interest Rate Type Principal Balance as of (1) Principal Balance as of (1) Weighted Average (2) Maturity Date Fixed Rate $ 115,370 $ 117,464 3.67 % December 2021 - (1) Principal balance does not include deferred financing costs, net of $ 1.7 million and $1.8 million as of September 30, 2019 and December 31, 2018 , respectively. (2) Weighted average interest rate includes private mortgage insurance. Senior Unsecured Notes The Company’s senior unsecured notes consist of the following (dollars in thousands): Principal Balance as of Title Maturity Date September 30, 2019 (1) December 31, 2018 (1) 5.5% senior unsecured notes due 2021 (“2021 Notes”) February 1, 2021 $ — $ 500,000 5.375% senior unsecured notes due 2023 (“2023 Notes”) June 1, 2023 200,000 200,000 4.80% senior unsecured notes due 2024 (“2024 Notes”) June 1, 2024 300,000 — 5.125% senior unsecured notes due 2026 (“2026 Notes”) August 15, 2026 500,000 500,000 5.38% senior unsecured notes due 2027 (“2027 Notes”) May 17, 2027 100,000 100,000 $ 1,100,000 $ 1,300,000 (1) Principal balance does not include premium, net of $13.2 million and deferred financing costs, net of $6.7 million as of September 30, 2019 and does not include premium, net of $14.5 million and deferred financing costs, net of $7.1 million as of December 31, 2018 . The 2023 Notes were issued by the Operating Partnership and Sabra Capital Corporation, wholly owned subsidiaries of the Company (the “Issuers”). The 2023 Notes accrue interest at a rate of 5.375% per annum payable semiannually on June 1 and December 1 of each year. As discussed below, the 2023 Notes were redeemed in full on October 27, 2019 . On May 29, 2019 , the Issuers completed an underwritten public offering of $300.0 million aggregate principal amount of 2024 Notes. The net proceeds were $295.3 million after deducting underwriting discounts and other offering expenses. The net proceeds, together with borrowings under the Revolving Credit Facility (as defined below), were used to redeem the 2021 Notes as discussed below. The 2024 Notes accrue interest at a rate of 4.80% per annum payable semiannually on June 1 and December 1 of each year. The 2024 Notes are redeemable at the option of the Issuers, in whole or in part at any time and from time to time, prior to May 1, 2024, at a price equal to 100% of the principal amount, together with any accrued and unpaid interest to, but not including, the redemption date, plus a “make-whole” premium. The Issuers may also redeem the 2024 Notes on or after May 1, 2024, at a price equal to 100% of the principal amount, together with any accrued and unpaid interest to, but not including, the redemption date. Assuming the 2024 Notes are not redeemed, the 2024 Notes mature on June 1, 2024. Additionally, on May 29, 2019, the Issuers issued a notice of redemption for all $500.0 million aggregate principal amount outstanding of the 2021 Notes. On June 29, 2019 , the Issuers redeemed the 2021 Notes at a cash redemption price of 101.375% of the principal amount being redeemed, plus accrued and unpaid interest. The redemption resulted in $10.1 million of redemption related costs and write-offs for the nine months ended September 30, 2019 , including $6.9 million in payments made to noteholders and legal fees for early redemption and $3.2 million of write-offs associated with unamortized deferred financing and premium costs. These amounts are included in loss on extinguishment of debt on the accompanying condensed consolidated statements of income. On October 7, 2019 , the Issuers completed an underwritten public offering of $350.0 million aggregate principal amount of 3.90% senior unsecured notes due 2029 (the “2029 Notes”). The net proceeds were $340.5 million after deducting underwriting discounts and other offering expenses. A portion of the net proceeds was used to redeem all of the 2023 Notes as discussed below, and the remaining net proceeds were used to repay borrowings outstanding on the Revolving Credit Facility. The 2029 Notes accrue interest at a rate of 3.90% per annum payable semiannually on April 15 and October 15 of each year. The 2029 Notes are redeemable at the option of the Issuers, in whole or in part at any time and from time to time, prior to July 15, 2029, at a price equal to 100% of the principal amount, together with any accrued and unpaid interest to, but not including, the redemption date, plus a “make-whole” premium. The Issuers may also redeem the 2029 Notes on or after July 15, 2029, at a price equal to 100% of the principal amount, together with any accrued and unpaid interest to, but not including, the redemption date. Assuming the 2029 Notes are not redeemed, the 2029 Notes mature on October 15, 2029. On September 27, 2019, the Issuers issued a notice of redemption for all $200.0 million aggregate principal amount outstanding of the 2023 Notes. On October 27, 2019 , the Issuers redeemed the 2023 Notes at a cash redemption price of 101.792% of the principal amount being redeemed, plus accrued and unpaid interest. As a result of the redemption, the Company recognized $5.6 million of redemption related costs and write-offs, consisting of $3.6 million in payments made to noteholders and legal fees for early redemption and $2.0 million of write-offs associated with unamortized deferred financing costs, subsequent to September 30, 2019 . The 2026 Notes and the 2027 Notes were assumed as a result of the CCP Merger and accrue interest at a rate of 5.125% and 5.38% , 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. As of September 30, 2019, the obligations under the 2023 Notes, 2024 Notes and 2027 Notes were fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by Sabra and certain subsidiaries of Sabra, and as of the issuance of the 2029 Notes on October 7, 2019 , the 2029 Notes were fully and unconditionally guaranteed on an unsecured basis by Sabra; provided, however, that such guarantees were subject to release under certain customary circumstances. Upon redemption of the 2023 Notes on October 27, 2019 , Sabra Capital Corporation’s obligations as a co-issuer under the 2024 Notes and the 2029 Notes were automatically released and discharged. In addition, following the redemption of the 2023 Notes, substantially all of the subsidiary guarantors under the 2024 Notes and the 2027 Notes were released; the 2024 Notes and 2027 Notes remain 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 and 2029 Notes are fully and unconditionally guaranteed, on an unsecured basis, by Sabra; provided, however, that such guarantee is subject to release under certain customary circumstances. See Note 12, “Summarized Condensed Consolidating Information” for additional information concerning the circumstances pursuant to which the guarantors will be automatically and unconditionally released from their obligations under the guarantees. The indentures and agreements (the “Senior Notes Indentures”) governing the 2023 Notes, 2024 Notes, 2026 Notes and 2027 Notes (collectively, the “Senior Notes”) include customary events of default and require the Company to comply with specified restrictive covenants. As of September 30, 2019 , the Company was in compliance with all applicable financial covenants under the Senior Notes Indentures. Credit Agreement On August 17, 2017, the Operating Partnership and Sabra Canadian Holdings, LLC (together, the “Borrowers”), Sabra and the other parties thereto entered into a fourth amended and restated unsecured credit agreement (the “Prior Credit Agreement”). The Prior Credit Agreement included a $1.0 billion revolving credit facility (the “Prior Revolving Credit Facility”), $1.1 billion in U.S. dollar term loans and a CAD $125.0 million Canadian dollar term loan (collectively, the “Prior Term Loans”). Further, up to $175.0 million of the Prior Revolving Credit Facility could be used for borrowings in certain foreign currencies. The Prior Credit Agreement also contained an accordion feature that allowed for an increase in the total available borrowings to $2.5 billion , subject to terms and conditions. The Prior Revolving Credit Facility had a maturity date of August 17, 2021, and included two six -month extension options. $200.0 million of the U.S. dollar Prior Term Loans had a maturity date of August 17, 2020, and the other Prior Term Loans had a maturity date of August 17, 2022. Borrowings under the Prior Revolving Credit Facility bore interest on the outstanding principal amount at a rate equal to an applicable interest margin plus, at the Operating Partnership’s option, either (a) LIBOR or (b) a base rate determined as the greater of (i) the federal funds rate plus 0.5% , (ii) the prime rate, and (iii) one-month LIBOR plus 1.0% (the “Base Rate”). On August 17, 2017, Sabra’s ratings met the Investment Grade Ratings Criteria (as defined in the Prior Credit Agreement), and Sabra elected to use the ratings-based applicable interest margin for borrowings which varied based on the Debt Ratings, as defined in the Prior Credit Agreement, and ranged from 0.875% to 1.65% per annum for LIBOR based borrowings and 0.00% to 0.65% per annum for borrowings at the Base Rate. In addition, the Operating Partnership paid a facility fee ranging between 0.125% and 0.300% per annum based on the aggregate amount of commitments under the Prior Revolving Credit Facility regardless of amounts outstanding thereunder. The U.S. dollar Prior Term Loans bore interest on the outstanding principal amount at a rate equal to an 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 varied based on the Debt Ratings, as defined in the Prior Credit Agreement, and ranged from 0.90% to 1.90% per annum for LIBOR based borrowings and 0.00% to 0.90% per annum for borrowings at the Base Rate. The Canadian dollar Prior Term Loan bore interest on the outstanding principal amount at a rate equal to the Canadian Dollar Offered Rate (“CDOR”) plus an interest margin that ranged from 0.90% to 1.90% depending on the Debt Ratings. On September 9, 2019, the Borrowers, Sabra and the other parties thereto entered into a fifth amended and restated unsecured credit agreement (the “Credit Agreement”). The Credit Agreement amends and restates the Prior Credit Agreement. The Company recognized a $0.6 million loss on extinguishment of debt related to write-offs of unamortized deferred financing costs in connection with amending and restating the Prior Credit Agreement during the three and nine months ended September 30, 2019 . The Credit Agreement includes a $1.0 billion revolving credit facility (the “Revolving Credit Facility”), $1.1 billion in U.S. dollar term loans 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 two six -month extension options. $250.0 million of the U.S. dollar Term Loans has a maturity date of September 9, 2022, $350.0 million of the U.S. dollar Term Loans has a maturity date of September 9, 2023, and the other Term Loans have a maturity date of September 9, 2024. As of September 30, 2019 , there was $200.0 million outstanding under the Revolving Credit Facility and $800.0 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, at the Operating Partnership’s option, either (a) LIBOR or (b) the Base Rate. The ratings-based applicable interest margin for borrowings will vary based on the Debt Ratings, as defined in the Credit Agreement, and will range from 0.775% to 1.45% per annum for LIBOR based borrowings and 0.00% to 0.45% per annum for borrowings at the Base Rate. As of September 30, 2019 , the interest rate on the Revolving Credit Facility was 3.17% . In addition, the Operating Partnership pays a facility fee ranging between 0.125% and 0.300% per annum based on the aggregate amount of commitments under the Revolving Credit Facility regardless of amounts outstanding thereunder. The U.S. dollar Term Loans bear interest on the outstanding principal amount at a rate equal to 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. 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. On June 10, 2015, the Company entered into an interest rate swap agreement to fix the CDOR portion of the interest rate for CAD $90.0 million of its Canadian dollar Term Loan at 1.59% . In addition, CAD $90.0 million of the Canadian dollar Term Loan was designated as a net investment hedge. On August 10, 2016, the Company entered into two interest rate swap agreements to fix the LIBOR portion of the interest rate for $245.0 million of its U.S. dollar Term Loans at 0.90% and one interest rate swap agreement to fix the CDOR portion on CAD $35.0 million of its Canadian dollar Term Loan at 0.93% . See Note 8, “Derivative and Hedging Instruments” for further information. As a result of the CCP Merger, the Company assumed eight interest rate swap agreements that fix the LIBOR portion of the interest rate for $600 million of the Company’s U.S. dollar Term Loans at a weighted average rate of 1.31% . See Note 8, “Derivative and Hedging Instruments” for further information. As of September 30, 2019, the obligations of the Borrowers under the Credit Agreement were guaranteed by Sabra and certain subsidiaries of Sabra. Following the redemption of the 2023 Notes on October 27, 2019 , substantially all of the subsidiary guarantors under the Credit Agreement were released; the Credit Agreement remains 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 ratio, a minimum tangible net worth requirement and a minimum unsecured interest coverage ratio. As of September 30, 2019 , the Company was in compliance with all applicable financial covenants under the Credit Agreement. Interest Expense The Company incurred interest expense of $29.3 million and $99.2 million during the three and nine months ended September 30, 2019 , respectively, and $37.3 million and $109.9 million during the three and nine months ended September 30, 2018 , respectively. Interest expense includes non-cash interest expense of $2.5 million and $7.8 million for the three and nine months ended September 30, 2019 , respectively, and $2.6 million and $7.5 million for the three and nine months ended September 30, 2018 , respectively. As of September 30, 2019 and December 31, 2018 , the Company had $15.1 million and $24.0 million , respectively, of accrued interest included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets. Maturities The following is a schedule of maturities for the Company’s outstanding debt as of September 30, 2019 (in thousands): Secured Indebtedness Revolving Credit Facility (1) Term Loans Senior Notes Total October 1 through December 31, 2019 $ 869 $ — $ — $ — $ 869 2020 3,545 — — — 3,545 2021 18,573 — — — 18,573 2022 3,185 — 250,000 — 253,185 2023 3,282 200,000 350,000 200,000 753,282 Thereafter 85,916 — 594,400 900,000 1,580,316 Total Debt 115,370 200,000 1,194,400 1,100,000 2,609,770 Premium, net — — — 13,188 13,188 Deferred financing costs, net (1,726 ) — (11,417 ) (6,704 ) (19,847 ) Total Debt, Net $ 113,644 $ 200,000 $ 1,182,983 $ 1,106,484 $ 2,603,111 (1) Revolving Credit Facility is subject to two six -month extension options. |
DERIVATIVE AND HEDGING INSTRUME
DERIVATIVE AND HEDGING INSTRUMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE AND HEDGING INSTRUMENTS | DERIVATIVE AND HEDGING INSTRUMENTS The Company is exposed to various market risks, including the potential loss arising from adverse changes in interest rates and foreign exchange rates. The Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates and foreign exchange rates. The Company’s derivative financial instruments are used to manage differences in the amount of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings. Certain of the Company’s foreign operations expose the Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value in the Company’s functional currency, the U.S. dollar, of the Company’s investment in foreign operations, the cash receipts and payments related to these foreign operations and payments of interest and principal under Canadian dollar denominated debt. The Company enters into derivative financial instruments to protect the value of its foreign investments and fix a portion of the interest payments for certain debt obligations. The Company does not enter into derivatives for speculative purposes. Cash Flow Hedges The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and collars as part of its interest rate risk management strategy. In May 2019, the Company terminated three forward starting interest rate swaps, resulting in a payment to counterparties totaling $12.6 million . The balance of the loss in other comprehensive income will be reclassified to earnings through 2029. As of September 30, 2019 , approximately $1.4 million of gains, which are included in accumulated other comprehensive income, are expected to be reclassified into earnings in the next 12 months. Net Investment Hedges The Company is exposed to fluctuations in foreign exchange rates on investments it holds in Canada. The Company uses cross currency interest rate swaps to hedge its exposure to changes in foreign exchange rates on these foreign investments. The following presents the notional amount of derivative instruments as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Derivatives designated as cash flow hedges: Denominated in U.S. Dollars (1) $ 1,490,000 $ 1,045,000 Denominated in Canadian Dollars $ 125,000 $ 125,000 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 54,676 $ 55,401 Financial instrument designated as net investment hedge: Denominated in Canadian Dollars $ 125,000 $ 125,000 Derivatives not designated as net investment hedges: Denominated in Canadian Dollars $ 1,624 $ 899 (1) Balance includes four forward starting interest rate swaps and one forward starting interest rate collar with an effective date of August 2020 and two forward starting interest rate swaps and one forward starting interest rate collar with an effective date of January 2021 that were entered into as of September 30, 2019 . The forward starting interest rate swaps and forward starting interest rate collars have an aggregate initial notional amount of $645.0 million accreting to $845.0 million in January 2023. Derivative and Financial Instruments Designated as Hedging Instruments The following is a summary of the derivative and financial instruments designated as hedging instruments held by the Company at September 30, 2019 and December 31, 2018 (dollars in thousands): Count as of September 30, 2019 Fair Value Maturity Dates Type Designation September 30, 2019 December 31, 2018 Balance Sheet Location Assets: Interest rate swaps Cash flow 7 $ 4,617 $ 25,184 2020 - 2023 Accounts receivable, prepaid expenses and other assets, net Cross currency interest rate swaps Net investment 2 4,068 4,160 2025 Accounts receivable, prepaid expenses and other assets, net $ 8,685 $ 29,344 Liabilities: Interest rate swaps Cash flow 3 $ 367 $ — 2023 Accounts payable and accrued liabilities Forward starting interest rate swaps Cash flow 6 6,267 4,529 2024 Accounts payable and accrued liabilities Forward starting interest rate collars Cash flow 2 844 — 2024 Accounts payable and accrued liabilities CAD term loan Net investment 1 94,400 91,700 2024 Term loans, net $ 101,878 $ 96,229 The following presents the effect of the Company’s derivative and financial instruments designated as hedging instruments on the condensed consolidated statements of income and the condensed consolidated statements of equity for the three and nine months ended September 30, 2019 and 2018 (in thousands): (Loss) Gain Recognized in Other Comprehensive (Loss) Income Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Income Statement Location Cash Flow Hedges: Interest rate products $ (8,196 ) $ 2,954 $ (27,933 ) $ 16,091 Interest expense Net Investment Hedges: Foreign currency products 1,273 (688 ) (3 ) 817 N/A CAD term loan 1,088 (1,725 ) (2,700 ) 2,700 N/A $ (5,835 ) $ 541 $ (30,636 ) $ 19,608 Gain Reclassified from Accumulated Other Comprehensive Income into Income Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Income Statement Location Cash Flow Hedges: Interest rate products $ 1,173 $ 1,001 $ 4,781 $ 1,584 Interest expense The gain in the table above related to interest rate products was reclassified from accumulated other comprehensive income into interest expense. Interest expense totaled $29.3 million and $99.2 million for the three and nine months ended September 30, 2019 , respectively, and $37.3 million and $109.9 million for the three and nine months ended September 30, 2018 , respectively. During the three and nine months ended September 30, 2019 and 2018 , no cash flow hedges were determined to be ineffective. Derivatives Not Designated as Hedging Instruments As of September 30, 2019 , the Company had one outstanding cross currency interest rate swap, of which a portion was not designated as a hedging instrument, in an asset position with a fair value of $118,000 and included this amount in accounts receivable, prepaid expenses and other assets, net on the condensed consolidated balance sheets. During the three and nine months ended September 30, 2019 , the Company recorded $38,000 and $31,000 , respectively, of other income related to this portion of the derivative not designated as a hedging instrument. During each of the three and nine months ended September 30, 2018 , the Company recorded $11,000 of other expense related to a portion of a cross currency interest rate swap not designated as a hedging instrument. Offsetting Derivatives The Company enters into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of September 30, 2019 and December 31, 2018 (in thousands): As of September 30, 2019 Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 8,684 $ — $ 8,684 $ (4,106 ) $ — $ 4,578 Offsetting Liabilities: Derivatives $ 7,478 $ — $ 7,478 $ (4,106 ) $ — $ 3,372 As of December 31, 2018 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 $ 29,344 $ — $ 29,344 $ (2,069 ) $ — $ 27,275 Offsetting Liabilities: Derivatives $ 4,529 $ — $ 4,529 $ (2,069 ) $ — $ 2,460 Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision pursuant to which the Company could be declared in default on the derivative obligation if the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender. As of September 30, 2019 , the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $3.6 million . As of September 30, 2019 , the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at September 30, 2019 , it could have been required to settle its obligations under the agreements at their termination value of $3.4 million . |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES Financial Instruments The fair value for certain financial instruments is derived using a combination of market quotes, pricing models and other valuation techniques that involve significant management judgment. The price transparency of financial instruments is a key determinant of the degree of judgment involved in determining the fair value of the Company’s financial instruments. Financial instruments for which actively quoted prices or pricing parameters are available and whose markets contain orderly transactions will generally have a higher degree of price transparency than financial instruments whose markets are inactive or consist of non-orderly trades. The Company evaluates several factors when determining if a market is inactive or when market transactions are not orderly. The carrying values of cash and cash equivalents, restricted cash, accounts payable, accrued liabilities and the Credit Agreement are reasonable estimates of fair value because of the short-term maturities of these instruments. Fair values for other financial instruments are derived as follows: Loans receivable : These instruments are presented on the accompanying condensed consolidated balance sheets at their amortized cost and not at fair value. The fair values of the loans receivable were estimated using an internal valuation model that considered the expected cash flows for the loans receivable, as well as the underlying collateral value and other credit enhancements as applicable. As such, the Company classifies these instruments as Level 3. Preferred equity investments : These instruments are presented on the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair values of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows for the preferred equity investments, the underlying collateral value and other credit enhancements. As such, the Company classifies these instruments as Level 3. Derivative instruments : The Company’s derivative instruments are presented at fair value on the accompanying condensed consolidated balance sheets. The Company estimates the fair value of derivative instruments, including its interest rate swaps and cross currency swaps, using the assistance of a third party using inputs that are observable in the market, which include forward yield curves and other relevant information. Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative financial instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company has determined that its derivative financial instruments valuations in their entirety are classified in Level 2 of the fair value hierarchy. Senior Notes : These instruments are presented on the accompanying condensed consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums/discounts and not at fair value. The fair values of the Senior Notes were determined using third-party market quotes derived from orderly trades. As such, the Company classifies these instruments as Level 2. Secured indebtedness : These instruments are presented on the accompanying condensed consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums/discounts and not at fair value. The fair values of the Company’s secured debt were estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. As such, the Company classifies these instruments as Level 3. The following are the face values, carrying amounts and fair values of the Company’s financial instruments as of September 30, 2019 and December 31, 2018 whose carrying amounts do not approximate their fair value (in thousands): September 30, 2019 December 31, 2018 Face (1) Carrying Amount (2) Fair Value Face (1) Carrying (2) Fair Value Financial assets: Loans receivable $ 68,486 $ 63,825 $ 61,008 $ 96,492 $ 69,460 $ 65,797 Preferred equity investments 44,005 44,417 44,753 43,851 44,262 43,825 Financial liabilities: Senior Notes 1,100,000 1,106,484 1,166,203 1,300,000 1,307,394 1,270,877 Secured indebtedness 115,370 113,644 110,579 117,464 115,679 101,820 (1) Face value represents amounts contractually due under the terms of the respective agreements. (2) Carrying amount represents the book value of financial instruments, including unamortized premiums/discounts and deferred financing costs. The Company determined the fair value of financial instruments as of September 30, 2019 whose carrying amounts do not approximate their fair value with valuation methods utilizing the following types of inputs (in thousands): Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Financial assets: Loans receivable $ 61,008 $ — $ — $ 61,008 Preferred equity investments 44,753 — — 44,753 Financial liabilities: Senior Notes 1,166,203 — 1,166,203 — Secured indebtedness 110,579 — — 110,579 Disclosure of the fair value of financial instruments is based on pertinent information available to the Company at the applicable dates and requires a significant amount of judgment. Despite increased capital market and credit market activity, transaction volume for certain financial instruments remains relatively low. This has made the estimation of fair values difficult and, therefore, both the actual results and the Company’s estimate of fair value at a future date could be materially different. Items Measured at Fair Value on a Recurring Basis During the nine months ended September 30, 2019 , the Company recorded the following amounts measured at fair value (in thousands): Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Recurring Basis: Financial assets: Interest rate swaps $ 4,617 $ — $ 4,617 $ — Cross currency interest rate swaps 4,068 — 4,068 — Financial liabilities: Interest rate swaps 367 — 367 — Forward starting interest rate swaps 6,267 — 6,267 — Forward starting interest rate collars 844 — 844 — |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
EQUITY | EQUITY Preferred Stock On March 21, 2013, the Company completed an underwritten public offering of 5,750,000 shares of 7.125% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) at a price of $25.00 per share, pursuant to an effective registration statement. The Company redeemed all 5,750,000 shares of its Series A Preferred Stock on June 1, 2018 (the “Redemption Date”) for $25.00 per share, plus accrued and unpaid dividends to, but not including, the Redemption Date, without interest, in the amount of $0.4453125 per share of Series A Preferred Stock, for a total redemption price per share of Series A Preferred Stock equal to $25.4453125 . As a result of the redemption, the Company incurred a charge of $5.5 million related to the original issuance costs of the Series A Preferred Stock during the three months ended June 30, 2018. Common Stock On February 25, 2019, the Company entered into an equity distribution agreement (the “Distribution Agreement”) with a consortium of banks acting as sales agents (the “Sales Agents”) to sell shares of its common stock having aggregate gross proceeds of up to $500.0 million from time to time through the Sales Agents (the “ATM Program”). Pursuant to the terms of the Distribution Agreement, the shares may be sold by any method permitted by law deemed to be an “at-the-market” offering, including, without limitation, sales made directly on the Nasdaq Global Select Market, on any other existing trading market for the Company’s common stock or to or through a market maker (which may include block transactions). In addition, with the Company’s prior consent, the Sales Agents may also sell the shares in privately negotiated transactions. The Company will pay each Sales Agent a commission of up to 1.5% of the gross proceeds from the sales of shares sold pursuant to the Distribution Agreement. The offering of shares pursuant to the Distribution Agreement will terminate upon the earlier of (i) the sale of the maximum aggregate amount of the shares subject to the Distribution Agreement, or (ii) the termination of the Distribution Agreement as permitted therein. The offering of shares pursuant to the Distribution Agreement may also be suspended as permitted therein. During the three months ended September 30, 2019 , the Company sold 4.2 million shares under the ATM Program at an average price of $21.82 per share, generating gross proceeds of $91.2 million , before $1.3 million of commissions. During the nine months ended September 30, 2019 , the Company sold 15.3 million shares under the ATM Program at an average price of $20.20 per share, generating gross proceeds of $308.5 million , before $4.6 million of commissions. As of September 30, 2019 , the Company had $191.5 million available under the ATM Program. The following table lists the cash dividends on common stock declared and paid by the Company during the nine months ended September 30, 2019 : Declaration Date Record Date Amount Per Share Dividend Payable Date February 5, 2019 February 15, 2019 $ 0.45 February 28, 2019 May 8, 2019 May 20, 2019 $ 0.45 May 31, 2019 August 7, 2019 August 20, 2019 $ 0.45 August 30, 2019 During the nine months ended September 30, 2019 , the Company issued 115,572 shares of common stock as a result of restricted stock unit vestings. Upon any payment of shares to employees as a result of restricted stock unit vestings, the employees’ related tax withholding obligation will generally be satisfied by the Company, reducing the number of shares to be delivered by a number of shares necessary to satisfy the related applicable tax withholding obligation. During the nine months ended September 30, 2019 and 2018 , the Company incurred $1.3 million and $0.2 million , respectively, in tax withholding obligations on behalf of its employees that were satisfied through a reduction in the number of shares delivered to those participants. Accumulated Other Comprehensive (Loss) Income The following is a summary of the Company’s accumulated other comprehensive (loss) income (in thousands): September 30, 2019 December 31, 2018 Foreign currency translation loss $ (1,269 ) $ (2,193 ) Unrealized (loss) gain on cash flow hedges (18,126 ) 14,494 Total accumulated other comprehensive (loss) income $ (19,395 ) $ 12,301 |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER COMMON SHARE | EARNINGS PER COMMON SHARE The following table illustrates the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2019 and 2018 (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator Net income attributable to common stockholders $ 23,282 $ 35,218 $ 29,255 $ 288,708 Denominator Basic weighted average common shares and common equivalents 190,650,400 178,317,769 183,578,254 178,309,127 Dilutive restricted stock units 1,301,989 623,444 1,120,157 420,726 Diluted weighted average common shares 191,952,389 178,941,213 184,698,411 178,729,853 Net income attributable to common stockholders, per: Basic common share $ 0.12 $ 0.20 $ 0.16 $ 1.62 Diluted common share $ 0.12 $ 0.20 $ 0.16 $ 1.62 During the three months ended September 30, 2019 , no restricted stock units were considered anti-dilutive, and during the nine months ended September 30, 2019 , approximately 430 restricted stock units were not included in computing diluted earnings per share because they were considered anti-dilutive. During the three months ended September 30, 2018 , no restricted stock units were considered anti-dilutive, and during the nine months ended September 30, 2018 , approximately 20,500 restricted stock units were not included in computing diluted earnings per share because they were considered anti-dilutive. No stock options were outstanding as of September 30, 2019 , and no stock options were considered anti-dilutive during the three and nine months ended September 30, 2018 . |
SUMMARIZED CONDENSED CONSOLIDAT
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION | 9 Months Ended |
Sep. 30, 2019 | |
Summarized Condensed Consolidating Information [Abstract] | |
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION | SUMMARIZED CONDENSED CONSOLIDATING INFORMATION In connection with the offerings of the 2023 Notes and the 2024 Notes by the Issuers, the Company and certain 100% owned subsidiaries of the Company (the “Guarantors”), jointly and severally, fully and unconditionally guaranteed the 2023 Notes and the 2024 Notes, subject to release under certain customary circumstances as described below. In connection with the assumption of the 2026 Notes as a result of the CCP Merger, the Company has fully and unconditionally guaranteed the 2026 Notes, subject to release under certain circumstances as described below. These guarantees are subordinated to all existing and future senior debt and senior guarantees of the Guarantors and are unsecured. The Company conducts all of its business through and derives virtually all of its income from its subsidiaries. Therefore, the Company’s ability to make required payments with respect to its indebtedness (including the Senior Notes) and other obligations depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries. A Guarantor will be automatically and unconditionally released from its obligations under the guarantees with respect to the 2023 Notes and the 2024 Notes in the event of: • Any sale of the subsidiary Guarantor or of all or substantially all of its assets; • A merger or consolidation of a subsidiary Guarantor with an issuer of the 2023 Notes or the 2024 Notes or another Guarantor, provided that the surviving entity remains a Guarantor; • With respect to the 2023 Notes, a subsidiary Guarantor is declared “unrestricted” for covenant purposes under the indenture governing the 2023 Notes; • The requirements for legal defeasance or covenant defeasance or to discharge the indentures governing the 2023 Notes or the 2024 Notes have been satisfied; • A liquidation or dissolution, to the extent permitted under the indentures governing the 2023 Notes or the 2024 Notes, of a subsidiary Guarantor; • The release or discharge of the guaranty that resulted in the creation of the subsidiary guaranty, except a discharge or release by or as a result of payment under such guaranty; or • With respect to the 2024 Notes, if the subsidiary Guarantor is not a guarantor or is not otherwise liable in respect of any obligations under any credit facility (as defined in the indenture governing the 2024 Notes) of the Company or any of its subsidiaries. On October 7, 2019 , the Issuers completed the offering of the 2029 Notes. Upon redemption of the 2023 Notes on October 27, 2019 , Sabra Capital Corporation’s obligations as a co-issuer under the 2024 Notes and the 2029 Notes were automatically released and discharged. In addition, following the redemption of the 2023 Notes, substantially all of the subsidiary guarantors under the 2024 Notes were released; the 2024 Notes remain fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Company and one of its non-operating subsidiaries, subject to release under certain customary circumstances. The 2029 Notes are fully and unconditionally guaranteed, on an unsecured basis, by the Company, subject to release under certain customary circumstances. The Company will be automatically and unconditionally released from its obligations under the guarantees 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. Pursuant to Rule 3-10 of Regulation S-X, the following summarized condensed consolidating information is provided for the Company (the “Parent Company”), the Operating Partnership, Sabra Capital Corporation, the Guarantors, and the Company’s non-Guarantor subsidiaries with respect to the 2023 Notes and the 2024 Notes. This summarized financial information has been prepared from the books and records maintained by the Company, the Operating Partnership, Sabra Capital Corporation, the Guarantors and the non-Guarantor subsidiaries. The summarized financial information may not necessarily be indicative of the results of operations or financial position had the Operating Partnership, Sabra Capital Corporation, the Guarantors or non-Guarantor subsidiaries operated as independent entities. Sabra’s investments in its consolidated subsidiaries are presented based upon Sabra’s proportionate share of each subsidiary’s net assets. The Guarantor subsidiaries’ investments in the non-Guarantor subsidiaries and non-Guarantor subsidiaries’ investments in Guarantor subsidiaries are presented under the equity method of accounting. Intercompany activities between subsidiaries and the Parent Company are presented within operating activities on the condensed consolidating statement of cash flows. Condensed consolidating financial statements for the Company and its subsidiaries, including the Parent Company only, the Operating Partnership only, Sabra Capital Corporation only, the combined Guarantor subsidiaries and the combined non-Guarantor subsidiaries, are as follows: CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2019 (in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 390 $ — $ — $ 1,417,907 $ 3,926,700 $ — $ 5,344,997 Loans receivable and other investments, net (783 ) — — 55,935 53,090 — 108,242 Investment in unconsolidated joint venture — — — — 324,324 — 324,324 Cash and cash equivalents 21,369 — — 2,607 5,455 — 29,431 Restricted cash — — — 1,860 8,371 — 10,231 Lease intangible assets, net — — — 9,029 95,948 — 104,977 Accounts receivable, prepaid expenses and other assets, net 3,693 21,559 — 27,396 100,698 (7,545 ) 145,801 Intercompany 1,992,202 1,946,790 — — — (3,938,992 ) — Investment in subsidiaries 1,298,119 1,748,807 — 33,358 — (3,080,284 ) — Total assets $ 3,314,990 $ 3,717,156 $ — $ 1,548,092 $ 4,514,586 $ (7,026,821 ) $ 6,068,003 Liabilities Secured debt, net $ — $ — $ — $ — $ 113,644 $ — $ 113,644 Revolving credit facility — 200,000 — — — — 200,000 Term loans, net — 1,089,805 — 93,178 — — 1,182,983 Senior unsecured notes, net — 1,106,484 — — — — 1,106,484 Accounts payable and accrued liabilities 32,573 22,748 — 2,182 59,443 (7,545 ) 109,401 Lease intangible liabilities, net — — — — 73,074 — 73,074 Intercompany — — — 659,890 3,279,102 (3,938,992 ) — Total liabilities 32,573 2,419,037 — 755,250 3,525,263 (3,946,537 ) 2,785,586 Total equity 3,282,417 1,298,119 — 792,842 989,323 (3,080,284 ) 3,282,417 Total liabilities and equity $ 3,314,990 $ 3,717,156 $ — $ 1,548,092 $ 4,514,586 $ (7,026,821 ) $ 6,068,003 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2018 (in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 317 $ — $ — $ 1,453,451 $ 4,399,777 $ — $ 5,853,545 Loans receivable and other investments, net (560 ) — — 50,534 63,748 — 113,722 Investment in unconsolidated joint venture — — — — 340,120 — 340,120 Cash and cash equivalents 40,835 — — 3,508 5,887 — 50,230 Restricted cash — — — 1,820 7,608 — 9,428 Lease intangible assets, net — — — 13,947 117,150 — 131,097 Accounts receivable, prepaid expenses and other assets, net 798 37,075 — 58,704 81,603 (11,019 ) 167,161 Intercompany 1,972,059 2,646,669 — — — (4,618,728 ) — Investment in subsidiaries 1,258,715 1,629,795 — 33,083 — (2,921,593 ) — Total assets $ 3,272,164 $ 4,313,539 $ — $ 1,615,047 $ 5,015,893 $ (7,551,340 ) $ 6,665,303 Liabilities Secured debt, net $ — $ — $ — $ — $ 115,679 $ — $ 115,679 Revolving credit facility — 624,000 — — — — 624,000 Term loans, net — 1,094,177 — 90,753 — — 1,184,930 Senior unsecured notes, net — 1,307,394 — — — — 1,307,394 Accounts payable and accrued liabilities 21,750 29,253 — 2,570 52,273 (11,019 ) 94,827 Lease intangible liabilities, net — — — — 83,726 — 83,726 Intercompany — — — 810,394 3,808,334 (4,618,728 ) — Total liabilities 21,750 3,054,824 — 903,717 4,060,012 (4,629,747 ) 3,410,556 Total Sabra Health Care REIT, Inc. stockholders’ equity 3,250,414 1,258,715 — 711,330 951,548 (2,921,593 ) 3,250,414 Noncontrolling interests — — — — 4,333 — 4,333 Total equity 3,250,414 1,258,715 — 711,330 955,881 (2,921,593 ) 3,254,747 Total liabilities and equity $ 3,272,164 $ 4,313,539 $ — $ 1,615,047 $ 5,015,893 $ (7,551,340 ) $ 6,665,303 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended September 30, 2019 (dollars in thousands, except per share amounts) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Revenues: Rental and related revenues $ — $ — $ — $ 24,947 $ 94,602 $ (9,445 ) $ 110,104 Interest and other income 47 1,863 — 1,355 1,924 (1,864 ) 3,325 Resident fees and services — — — — 36,405 — 36,405 Total revenues 47 1,863 — 26,302 132,931 (11,309 ) 149,834 Expenses: Depreciation and amortization 11 — — 11,692 31,389 — 43,092 Interest — 27,275 — 2,665 1,179 (1,864 ) 29,255 Triple-net portfolio operating expenses — — — 657 4,954 — 5,611 Senior housing - managed portfolio operating expenses — — — — 33,424 (9,445 ) 23,979 General and administrative 8,010 91 — 274 334 — 8,709 Provision for doubtful accounts, straight-line rental income and loan losses 57 — — — — — 57 Impairment of real estate — — — 10,835 3,131 — 13,966 Total expenses 8,078 27,366 — 26,123 74,411 (11,309 ) 124,669 Other (expense) income: Loss on extinguishment of debt (598 ) (2 ) — (44 ) — — (644 ) Other income (expense) — 205 — (167 ) 177 — 215 Net loss on sales of real estate — — — — (19 ) — (19 ) Total other (expense) income (598 ) 203 — (211 ) 158 — (448 ) Income in subsidiary 32,182 57,482 — 1,696 — (91,360 ) — Income before loss from unconsolidated joint venture and income tax expense 23,553 32,182 — 1,664 58,678 (91,360 ) 24,717 Loss from unconsolidated joint venture — — — — (605 ) — (605 ) Income tax expense (271 ) — — (133 ) (422 ) — (826 ) Net income 23,282 32,182 — 1,531 57,651 (91,360 ) 23,286 Net income attributable to noncontrolling interests — — — — (4 ) — (4 ) Net income attributable to common stockholders $ 23,282 $ 32,182 $ — $ 1,531 $ 57,647 $ (91,360 ) $ 23,282 Net income attributable to common stockholders, per: Basic common share $ 0.12 Diluted common share $ 0.12 Weighted-average number of common shares outstanding, basic 190,650,400 Weighted-average number of common shares outstanding, diluted 191,952,389 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended September 30, 2018 (dollars in thousands, except per share amounts) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Revenues: Rental and related revenues $ — $ — $ — $ 35,204 $ 99,566 $ (4,303 ) $ 130,467 Interest and other income 33 95 — 1,434 2,465 (95 ) 3,932 Resident fees and services — — — — 17,403 — 17,403 Total revenues 33 95 — 36,638 119,434 (4,398 ) 151,802 Expenses: Depreciation and amortization 221 — — 12,634 35,613 — 48,468 Interest — 33,892 — 846 2,662 (95 ) 37,305 Senior housing - managed portfolio operating expenses — — — — 16,914 (4,303 ) 12,611 General and administrative 7,084 24 — 636 429 — 8,173 (Recovery of) provision for doubtful accounts, straight-line rental income and loan losses (1,699 ) — — 4,315 6,294 — 8,910 Total expenses 5,606 33,916 — 18,431 61,912 (4,398 ) 115,467 Other (expense) income: Other (expense) income — (11 ) — (70 ) 1,417 — 1,336 Net (loss) gain on sales of real estate — — — (1,136 ) 1,150 — 14 Total other (expense) income — (11 ) — (1,206 ) 2,567 — 1,350 Income in subsidiary 41,283 75,115 — 1,924 — (118,322 ) — Income before loss from unconsolidated joint venture and income tax expense 35,710 41,283 — 18,925 60,089 (118,322 ) 37,685 Loss from unconsolidated joint venture — — — — (1,725 ) — (1,725 ) Income tax expense (492 ) — — (200 ) (40 ) — (732 ) Net income 35,218 41,283 — 18,725 58,324 (118,322 ) 35,228 Net income attributable to noncontrolling interests — — — — (10 ) — (10 ) Net income attributable to common stockholders $ 35,218 $ 41,283 $ — $ 18,725 $ 58,314 $ (118,322 ) $ 35,218 Net income attributable to common stockholders, per: Basic common share $ 0.20 Diluted common share $ 0.20 Weighted-average number of common shares outstanding, basic 178,317,769 Weighted-average number of common shares outstanding, diluted 178,941,213 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2019 (dollars in thousands, except per share amounts) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Revenues: Rental and related revenues $ — $ — $ — $ 84,344 $ 278,138 $ (23,191 ) $ 339,291 Interest and other income 167 3,855 — 70,784 6,194 (3,855 ) 77,145 Resident fees and services — — — — 89,537 — 89,537 Total revenues 167 3,855 — 155,128 373,869 (27,046 ) 505,973 Expenses: Depreciation and amortization 35 — — 38,934 98,548 — 137,517 Interest — 93,165 — 6,234 3,637 (3,855 ) 99,181 Triple-net portfolio operating expenses — — — 1,827 15,313 — 17,140 Senior housing - managed portfolio operating expenses — — — — 83,449 (23,191 ) 60,258 General and administrative 23,247 153 — 550 1,002 — 24,952 Provision for doubtful accounts, straight-line rental income and loan losses 223 — — — 1,234 — 1,457 Impairment of real estate — — — 10,835 108,267 — 119,102 Total expenses 23,505 93,318 — 58,380 311,450 (27,046 ) 459,607 Other (expense) income: Loss on extinguishment of debt (598 ) (10,121 ) — (44 ) — — (10,763 ) Other (expense) income — (403 ) — 434 354 — 385 Net (loss) gain on sales of real estate — — — (179 ) 1,395 — 1,216 Total other (expense) income (598 ) (10,524 ) — 211 1,749 — (9,162 ) Income in subsidiary 53,810 153,798 — 5,056 — (212,664 ) — Income before loss from unconsolidated joint venture and income tax expense 29,874 53,811 — 102,015 64,168 (212,664 ) 37,204 Loss from unconsolidated joint venture — — — — (5,635 ) — (5,635 ) Income tax expense (619 ) (1 ) — (780 ) (892 ) — (2,292 ) Net income 29,255 53,810 — 101,235 57,641 (212,664 ) 29,277 Net income attributable to noncontrolling interests — — — — (22 ) — (22 ) Net income attributable to common stockholders $ 29,255 $ 53,810 $ — $ 101,235 $ 57,619 $ (212,664 ) $ 29,255 Net income attributable to common stockholders, per: Basic common share $ 0.16 Diluted common share $ 0.16 Weighted-average number of common shares outstanding, basic 183,578,254 Weighted-average number of common shares outstanding, diluted 184,698,411 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2018 (dollars in thousands, except per share amounts) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Revenues: Rental and related revenues $ — $ — $ — $ 106,773 $ 325,034 $ (12,856 ) $ 418,951 Interest and other income 83 303 — 3,847 8,893 (303 ) 12,823 Resident fees and services — — — — 52,426 — 52,426 Total revenues 83 303 — 110,620 386,353 (13,159 ) 484,200 Expenses: Depreciation and amortization 665 — — 36,765 105,871 — 143,301 Interest — 99,873 — 2,446 7,864 (303 ) 109,880 Senior housing - managed portfolio operating expenses — — — — 49,890 (12,856 ) 37,034 General and administrative 21,363 52 — 1,419 2,919 — 25,753 Provision for doubtful accounts, straight-line rental income and loan losses 793 — — 2,359 6,297 — 9,449 Impairment of real estate — — — 1,413 — — 1,413 Total expenses 22,821 99,925 — 44,402 172,841 (13,159 ) 326,830 Other income: Other income 1,977 222 — 308 1,649 — 4,156 Net gain on sales of real estate — — — 40,384 102,061 — 142,445 Total other income 1,977 222 — 40,692 103,710 — 146,601 Income in subsidiary 320,082 419,483 — 5,649 — (745,214 ) — Income before loss from unconsolidated joint venture and income tax expense 299,321 320,083 — 112,559 317,222 (745,214 ) 303,971 Loss from unconsolidated joint venture — — — — (3,626 ) — (3,626 ) Income tax expense (845 ) (1 ) — (742 ) (259 ) — (1,847 ) Net income 298,476 320,082 — 111,817 313,337 (745,214 ) 298,498 Net income attributable to noncontrolling interests — — — — (22 ) — (22 ) Net income attributable to Sabra Health Care REIT, Inc. 298,476 320,082 — 111,817 313,315 (745,214 ) 298,476 Preferred stock dividends (9,768 ) — — — — — (9,768 ) Net income attributable to common stockholders $ 288,708 $ 320,082 $ — $ 111,817 $ 313,315 $ (745,214 ) $ 288,708 Net income attributable to common stockholders, per: Basic common share $ 1.62 Diluted common share $ 1.62 Weighted-average number of common shares outstanding, basic 178,309,127 Weighted-average number of common shares outstanding, diluted 178,729,853 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME For the Three Months Ended September 30, 2019 (dollars in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net income $ 23,282 $ 32,182 $ — $ 1,531 $ 57,651 $ (91,360 ) $ 23,286 Other comprehensive loss: Unrealized gain (loss), net of tax: Foreign currency translation gain (loss) — 1,403 — (206 ) (280 ) — 917 Unrealized loss on cash flow hedges — (9,375 ) — (1 ) — — (9,376 ) Total other comprehensive loss — (7,972 ) — (207 ) (280 ) — (8,459 ) Comprehensive income 23,282 24,210 — 1,324 57,371 (91,360 ) 14,827 Comprehensive income attributable to noncontrolling interest — — — — (4 ) — (4 ) Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 23,282 $ 24,210 $ — $ 1,324 $ 57,367 $ (91,360 ) $ 14,823 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Three Months Ended September 30, 2018 (dollars in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net income $ 35,218 $ 41,283 $ — $ 18,725 $ 58,324 $ (118,322 ) $ 35,228 Other comprehensive income: Unrealized gain (loss), net of tax: Foreign currency translation (loss) gain — (857 ) — 610 182 — (65 ) Unrealized gain on cash flow hedges — 2,000 — 10 — — 2,010 Total other comprehensive income — 1,143 — 620 182 — 1,945 Comprehensive income 35,218 42,426 — 19,345 58,506 (118,322 ) 37,173 Comprehensive income attributable to noncontrolling interest — — — — (10 ) — (10 ) Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 35,218 $ 42,426 $ — $ 19,345 $ 58,496 $ (118,322 ) $ 37,163 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME For the Nine Months Ended September 30, 2019 (dollars in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net income $ 29,255 $ 53,810 $ — $ 101,235 $ 57,641 $ (212,664 ) $ 29,277 Other comprehensive (loss) income: Unrealized gain (loss), net of tax: Foreign currency translation (loss) gain — (298 ) — 1,101 121 — 924 Unrealized (loss) gain on cash flow hedges — (32,669 ) — 49 — — (32,620 ) Total other comprehensive (loss) income — (32,967 ) — 1,150 121 — (31,696 ) Comprehensive income 29,255 20,843 — 102,385 57,762 (212,664 ) (2,419 ) Comprehensive income attributable to noncontrolling interest — — — — (22 ) — (22 ) Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 29,255 $ 20,843 $ — $ 102,385 $ 57,740 $ (212,664 ) $ (2,441 ) (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2018 (dollars in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net income $ 298,476 $ 320,082 $ — $ 111,817 $ 313,337 $ (745,214 ) $ 298,498 Other comprehensive income (loss): Unrealized gain (loss), net of tax: Foreign currency translation gain (loss) — 1,048 — (926 ) (300 ) — (178 ) Unrealized gain on cash flow hedges — 15,238 — 8 — — 15,246 Total other comprehensive income (loss) — 16,286 — (918 ) (300 ) — 15,068 Comprehensive income 298,476 336,368 — 110,899 313,037 (745,214 ) 313,566 Comprehensive income attributable to noncontrolling interest — — — — (22 ) — (22 ) Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 298,476 $ 336,368 $ — $ 110,899 $ 313,015 $ (745,214 ) $ 313,544 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2019 (in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net cash provided by operating activities $ 267,509 $ — $ — $ 487 $ 8,985 $ — $ 276,981 Cash flows from investing activities: Acquisition of real estate — — — (14,977 ) — — (14,977 ) Origination and fundings of loans receivable — — — (6,018 ) (3,423 ) — (9,441 ) Additions to real estate (107 ) — — (8,314 ) (7,564 ) — (15,985 ) Repayments of loans receivable — — — 124 13,637 — 13,761 Repayments of preferred equity investments — — — 3,672 — — 3,672 Net proceeds from the sales of real estate — — — 21,586 300,129 — 321,715 Buyout of noncontrolling interests — — — (200 ) — — (200 ) Distribution from subsidiaries 5,139 5,139 — — — (10,278 ) — Intercompany financing (346,815 ) 301,044 — — — 45,771 — Net cash (used in) provided by investing activities (341,783 ) 306,183 — (4,127 ) 302,779 35,493 298,545 Cash flows from financing activities: Net repayments of revolving credit facility — (424,000 ) — — — — (424,000 ) Proceeds from issuance of senior unsecured notes — 297,039 — — — — 297,039 Principal payments on senior unsecured notes — (500,000 ) — — — (500,000 ) Principal payments on secured debt — — — — (2,566 ) — (2,566 ) Payments of deferred financing costs — (14,001 ) — — — — (14,001 ) Payments related to extinguishment of debt — (6,897 ) — — — — (6,897 ) Distributions to noncontrolling interest — — — — (116 ) — (116 ) Issuance of common stock, net 302,030 — — — — — 302,030 Dividends paid on common stock (247,222 ) — — — — — (247,222 ) Distribution to parent — (5,139 ) — — (5,139 ) 10,278 — Intercompany financing — 346,815 — 2,637 (303,681 ) (45,771 ) — Net cash provided by (used in) financing activities 54,808 (306,183 ) — 2,637 (311,502 ) (35,493 ) (595,733 ) Net (decrease) increase in cash, cash equivalents and restricted cash (19,466 ) — — (1,003 ) 262 — (20,207 ) Effect of foreign currency translation on cash, cash equivalents and restricted cash — — — 142 69 — 211 Cash, cash equivalents and restricted cash, beginning of period 40,835 — — 5,328 13,495 — 59,658 Cash, cash equivalents and restricted cash, end of period $ 21,369 $ — $ — $ 4,467 $ 13,826 $ — $ 39,662 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2018 (in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net cash provided b |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Environmental As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. The Company is not aware of any environmental liability that could have a material adverse effect on its financial condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s properties, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to the properties could result in future environmental liabilities. As of September 30, 2019 , the Company does not expect that compliance with existing environmental laws will have a material adverse effect on the Company’s financial condition and results of operations. Legal Matters From time to time, the Company is party to legal proceedings that arise in the ordinary course of its business. Management is not aware of any legal proceedings where the likelihood of a loss contingency is reasonably possible and the amount or range of reasonably possible losses is material to the Company’s results of operations, financial condition or cash flows. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluates subsequent events up until the date the condensed consolidated financial statements are issued. Dividend Declaration On October 30, 2019 , the Company announced that its board of directors declared a quarterly cash dividend of $0.45 per share of common stock. The dividend will be paid on November 29, 2019 to common stockholders of record as of the close of business on November 15, 2019 . |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying condensed consolidated financial statements include the accounts of Sabra and its wholly owned subsidiaries as of September 30, 2019 and December 31, 2018 and for the three and nine month periods ended September 30, 2019 and 2018 . All significant intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the results for such periods. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 . For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC. |
Variable Interest Entities | GAAP requires the Company to identify entities for which control is achieved through voting rights or other means and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. If the Company were determined to be the primary beneficiary of the VIE, the Company would consolidate investments in the VIE. The Company may change its original assessment of a VIE due to events such as modifications of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposal of all or a portion of an interest held by the primary beneficiary. The Company identifies the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The Company performs this analysis on an ongoing basis. As of September 30, 2019 , the Company determined that it was no t the primarily beneficiary of any VIEs. As it relates to investments in loans, in addition to the Company’s assessment of VIEs and whether the Company is the primary beneficiary of those VIEs, the Company evaluates the loan terms and other pertinent facts to determine whether the loan investment should be accounted for as a loan or as a real estate joint venture. If an investment has the characteristics of a real estate joint venture, including if the Company participates in the majority of the borrower’s expected residual profit, the Company would account for the investment as an investment in a real estate joint venture and not as a loan investment. Expected residual profit is defined as the amount of profit, whether called interest or another name, such as an equity kicker, above a reasonable amount of interest and fees expected to be earned by a lender. At September 30, 2019 , none of the Company’s investments in loans were accounted for as real estate joint ventures. |
Use of Estimates | The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. |
Reclassifications | Certain amounts in the Company’s condensed consolidated statements of income for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations or stockholders’ equity of prior periods. |
Investment in Unconsolidated Joint Venture | The Company reports investments in unconsolidated entities over whose operating and financial policies it has the ability to exercise significant influence under the equity method of accounting. Under this method of accounting, the Company’s share of the investee’s earnings or losses is included in the Company’s condensed consolidated statements of income. The initial carrying value of the investment is based on the amount paid to purchase the joint venture interest. Differences between the Company’s cost basis and the basis reflected at the joint venture level are generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of earnings of the joint venture. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its equity method investments may not be recoverable or realized. When indicators of potential impairment are identified, the Company evaluates its equity method investments for impairment based on a comparison of the fair value of the investment to its carrying value. The fair value is estimated based on discounted cash flows that include all estimated cash inflows and outflows over a specified holding period and any estimated debt premiums or discounts. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of its equity method investment, the Company would record an impairment loss to the extent that the carrying value exceeds the estimated fair value of its equity method investment. |
Net Investment in Direct Financing Lease | The net investment in direct financing lease is recorded in accounts receivable, prepaid expenses and other assets, net on the accompanying condensed consolidated balance sheets and represents the total undiscounted rental payments of $4.4 million , plus the estimated unguaranteed residual value of $24.7 million , less the unearned lease income of $5.3 million as of September 30, 2019 |
Recently Issued Accounting Standards Update | Adopted In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases, as amended by subsequent ASUs (“Topic 842”). Topic 842 supersedes guidance related to accounting for leases and provides for the recognition of lease assets and lease liabilities by lessees for those leases previously classified as operating leases under GAAP. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing and uncertainty of cash flows arising from a lease. Topic 842 does not fundamentally change lessor accounting; however, some changes have been made to lessor accounting to conform and align that guidance with the lessee guidance and other areas within GAAP. Topic 842 is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. The Company elected to adopt Topic 842 on January 1, 2019 using the modified retrospective transition method, which permits application of the new standard on the adoption date as opposed to the earliest comparative period presented in the financial statements. In addition, the Company elected to use the available practical expedient package, and therefore did not reassess classification of its existing leases. Additionally, the Company has elected a practical expedient not to separate lease and nonlease components (such as services rendered), which can only be applied to leasing arrangements for which (i) the timing and pattern of transfer are the same for the lease and nonlease components and (ii) the lease component, if accounted for separately, would be classified as an operating lease. Under this practical expedient, contracts that are predominantly lease-based would be accounted for under Topic 842, and contracts that are predominantly service-based would be accounted for under Topic 606, Revenue from Contracts with Customers. As a result of electing this practical expedient, the Company, beginning January 1, 2019, recognizes revenue from its leased skilled nursing/transitional care facilities, senior housing communities, and specialty hospitals and other facilities under Topic 842 and recognizes revenue from its Senior Housing - Managed communities under the Revenue ASUs (codified under Topic 606). Upon adoption of Topic 842, the Company recognized its operating leases for which it is the lessee, mainly its corporate office lease and ground leases, on its consolidated balance sheets, as a lease liability of $10.0 million , included in accounts payable and accrued liabilities on the condensed consolidated balance sheets, and a corresponding right-of-use asset, included in accounts receivable, prepaid expenses and other assets, net on the condensed consolidated balance sheets. As of September 30, 2019 , the balances of the lease liability and the corresponding right-of-use asset were $9.8 million and $9.4 million , respectively. The Company assesses the collectability of rental revenues on a lease-by-lease basis. Prior to the adoption of Topic 842, the Company recorded rental revenue and receivables to the extent those amounts were expected to be collected, irrespective of the Company’s determination of the collectability of substantially all rents over the life of a lease. Upon adoption of Topic 842, if at any time the Company cannot determine that it is probable that substantially all rents over the life of a lease are collectible, rental revenue will be recognized only to the extent of payments received and all receivables associated with the lease will be written off irrespective of amounts expected to be collectible. Upon adoption of Topic 842 and as of the adoption date, the Company recorded a $32.5 million reduction in equity and accounts receivable due to the cumulative effect of this change. This reduction consisted of $17.5 million of straight-line rental income receivables and $15.0 million of cash rent receivables, although management believes the $15.0 million of cash rent receivables are collectible. Any recoveries of these amounts will be recorded in future periods upon receipt of payment. Under Topic 842, future write-offs of receivables and any recoveries of previously written-off receivables will be recorded as adjustments to rental revenue. Furthermore, Topic 842 requires lessors to exclude from variable payments lessor costs paid by lessees directly to third parties. In contrast, lessor costs that are paid by the lessor and reimbursed by the lessee are included in the measurement of variable lease revenue and the associated expense. As a result, the Company recognized $4.0 million and $13.0 million of variable lease revenue and the associated expense during the three and nine months ended September 30, 2019 , respectively. Issued but Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires that a financial asset (or a group of financial assets) measured at amortized cost basis be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The amendments in ASU 2016-13 are an improvement because they eliminate the probable initial recognition threshold under current GAAP and, instead, reflect an entity’s current estimate of all expected credit losses. Previously, when credit losses were measured under GAAP, an entity generally only considered past events and current conditions in measuring the incurred loss. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses (“ASU 2018-19”), which amends ASU 2016-13 to clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20, and instead, impairment of such receivables should be accounted for in accordance with Topic 842, Leases. ASU 2016-13 and ASU 2018-19 are effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted as of the fiscal years beginning after December 15, 2018. An entity will apply the amendments in these updates through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 updates the fair value measurement disclosure requirements by (i) eliminating certain requirements, including disclosure of the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements, (ii) modifying certain requirements, including clarifying that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date and (iii) adding certain requirements, including disclosure of the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted for any eliminated or modified disclosures. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted. |
Fair Value of 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 condensed consolidated balance sheets at their amortized cost and not at fair value. The fair values of the loans receivable were estimated using an internal valuation model that considered the expected cash flows for the loans receivable, as well as the underlying collateral value and other credit enhancements as applicable. As such, the Company classifies these instruments as Level 3. Preferred equity investments : These instruments are presented on the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair values of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows for the preferred equity investments, the underlying collateral value and other credit enhancements. As such, the Company classifies these instruments as Level 3. Derivative instruments : The Company’s derivative instruments are presented at fair value on the accompanying condensed consolidated balance sheets. The Company estimates the fair value of derivative instruments, including its interest rate swaps and cross currency swaps, using the assistance of a third party using inputs that are observable in the market, which include forward yield curves and other relevant information. Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative financial instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company has determined that its derivative financial instruments valuations in their entirety are classified in Level 2 of the fair value hierarchy. Senior Notes : These instruments are presented on the accompanying condensed consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums/discounts and not at fair value. The fair values of the Senior Notes were determined using third-party market quotes derived from orderly trades. As such, the Company classifies these instruments as Level 2. Secured indebtedness : These instruments are presented on the accompanying condensed consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums/discounts and not at fair value. The fair values of the Company’s secured debt were estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. As such, the Company classifies these instruments as Level 3. |
RECENT REAL ESTATE ACQUISITIO_2
RECENT REAL ESTATE ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Purchase Price Allocation | The consideration was allocated as follows (in thousands): Nine Months Ended September 30, 2019 2018 Land $ 2,040 $ 28,089 Building and improvements 12,652 208,678 Tenant origination and absorption costs intangible assets 234 1,669 Tenant relationship intangible assets 51 565 Total consideration $ 14,977 $ 239,001 |
REAL ESTATE PROPERTIES HELD F_2
REAL ESTATE PROPERTIES HELD FOR INVESTMENT (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate Investments, Net [Abstract] | |
Real Estate Properties Held for Investment | The Company’s real estate properties held for investment consisted of the following (dollars in thousands): As of September 30, 2019 Property Type Number of Properties Number of Beds/Units Total Real Estate at Cost Accumulated Depreciation Total Real Estate Investments, Net Skilled Nursing/Transitional Care 304 33,879 $ 3,711,702 $ (285,138 ) $ 3,426,564 Senior Housing - Leased (1) 62 4,011 636,273 (72,716 ) 563,557 Senior Housing - Managed (1) 44 4,470 863,130 (101,426 ) 761,704 Specialty Hospitals and Other 24 1,193 635,928 (43,146 ) 592,782 434 43,553 5,847,033 (502,426 ) 5,344,607 Corporate Level 741 (351 ) 390 $ 5,847,774 $ (502,777 ) $ 5,344,997 As of December 31, 2018 Property Type Number of Properties Number of Beds/Units Total Real Estate at Cost Accumulated Depreciation Total Real Estate Investments, Net Skilled Nursing/Transitional Care 335 37,628 $ 4,094,484 $ (224,942 ) $ 3,869,542 Senior Housing - Leased (1) 90 7,332 1,237,790 (125,902 ) 1,111,888 Senior Housing - Managed (1) 23 1,603 301,739 (19,537 ) 282,202 Specialty Hospitals and Other 22 1,085 621,236 (31,640 ) 589,596 470 47,648 6,255,249 (402,021 ) 5,853,228 Corporate Level 634 (317 ) 317 $ 6,255,883 $ (402,338 ) $ 5,853,545 (1) During the nine months ended September 30, 2019 , the Company transitioned 21 senior housing communities to its Senior Housing - Managed portfolio. September 30, 2019 December 31, 2018 Building and improvements $ 5,018,346 $ 5,388,102 Furniture and equipment 235,762 237,145 Land improvements 1,415 1,254 Land 592,251 629,382 5,847,774 6,255,883 Accumulated depreciation (502,777 ) (402,338 ) $ 5,344,997 $ 5,853,545 |
Future Minimum Rental Payments Receivable for Properties Held for Investment Under Non-Cancelable Operating Leases | The future minimum rental payments from the Company’s properties held for investment under non-cancelable operating leases were as follows and may materially differ from actual future rental payments received (in thousands): As of September 30, 2019 October 1 through December 31, 2019 $ 109,663 2020 425,610 2021 422,465 2022 398,608 2023 381,472 Thereafter 2,023,764 $ 3,761,582 |
Future Minimum Rental Payments Receivable for Properties Held for Investment Under Non-Cancelable Operating Leases | As of December 31, 2018 2019 $ 465,766 2020 456,207 2021 452,346 2022 454,216 2023 437,277 Thereafter 2,407,064 $ 4,672,876 |
LOANS RECEIVABLE AND OTHER IN_2
LOANS RECEIVABLE AND OTHER INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Loans Receivable and Other Investments | As of September 30, 2019 and December 31, 2018 , the Company’s loans receivable and other investments consisted of the following (dollars in thousands): September 30, 2019 Investment Quantity as of September 30, 2019 Property Type Principal Balance as of September 30, 2019 (1) Book Value as of September 30, 2019 Book Value as of Weighted Average Contractual Interest Rate / Rate of Return Weighted Average Annualized Effective Interest Rate / Rate of Return Maturity Date as of September 30, 2019 Loans Receivable: Mortgage 1 Specialty Hospital $ 19,000 $ 19,000 $ 18,577 10.0 % 10.0 % 01/31/27 Construction 2 Senior Housing 5,884 5,935 4,629 8.0 % 7.7 % 10/14/19- 09/30/22 Mezzanine — Skilled Nursing — — 2,188 N/A N/A N/A Other 17 Multiple 43,602 39,673 45,324 6.7 % 7.1 % 09/23/19- 08/31/28 20 68,486 64,608 70,718 7.7 % 8.0 % Loan loss reserve — (783 ) (1,258 ) $ 68,486 $ 63,825 $ 69,460 Other Investments: Preferred Equity 9 Skilled Nursing / Senior Housing 44,005 44,417 44,262 12.0 % 12.0 % N/A Total 29 $ 112,491 $ 108,242 $ 113,722 9.4 % 9.6 % (1) Principal balance includes amounts funded and accrued but unpaid interest / preferred return and excludes capitalizable fees. |
Changes in Accretable Yield of Loans with Deteriorated Credit Quality | The following table presents changes in the accretable yield for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Accretable yield, beginning of period $ 112 $ 1,081 $ 449 $ 2,483 Accretion recognized in earnings (53 ) (348 ) (357 ) (2,477 ) Reduction due to payoff — — (33 ) — Net reclassification from nonaccretable difference — — — 727 Accretable yield, end of period $ 59 $ 733 $ 59 $ 733 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | The Company’s secured debt consists of the following (dollars in thousands): Interest Rate Type Principal Balance as of (1) Principal Balance as of (1) Weighted Average (2) Maturity Date Fixed Rate $ 115,370 $ 117,464 3.67 % December 2021 - (1) Principal balance does not include deferred financing costs, net of $ 1.7 million and $1.8 million as of September 30, 2019 and December 31, 2018 , respectively. (2) Weighted average interest rate includes private mortgage insurance. The Company’s senior unsecured notes consist of the following (dollars in thousands): Principal Balance as of Title Maturity Date September 30, 2019 (1) December 31, 2018 (1) 5.5% senior unsecured notes due 2021 (“2021 Notes”) February 1, 2021 $ — $ 500,000 5.375% senior unsecured notes due 2023 (“2023 Notes”) June 1, 2023 200,000 200,000 4.80% senior unsecured notes due 2024 (“2024 Notes”) June 1, 2024 300,000 — 5.125% senior unsecured notes due 2026 (“2026 Notes”) August 15, 2026 500,000 500,000 5.38% senior unsecured notes due 2027 (“2027 Notes”) May 17, 2027 100,000 100,000 $ 1,100,000 $ 1,300,000 (1) Principal balance does not include premium, net of $13.2 million and deferred financing costs, net of $6.7 million as of September 30, 2019 and does not include premium, net of $14.5 million and deferred financing costs, net of $7.1 million as of December 31, 2018 . |
Schedule of Maturities for Outstanding Debt | The following is a schedule of maturities for the Company’s outstanding debt as of September 30, 2019 (in thousands): Secured Indebtedness Revolving Credit Facility (1) Term Loans Senior Notes Total October 1 through December 31, 2019 $ 869 $ — $ — $ — $ 869 2020 3,545 — — — 3,545 2021 18,573 — — — 18,573 2022 3,185 — 250,000 — 253,185 2023 3,282 200,000 350,000 200,000 753,282 Thereafter 85,916 — 594,400 900,000 1,580,316 Total Debt 115,370 200,000 1,194,400 1,100,000 2,609,770 Premium, net — — — 13,188 13,188 Deferred financing costs, net (1,726 ) — (11,417 ) (6,704 ) (19,847 ) Total Debt, Net $ 113,644 $ 200,000 $ 1,182,983 $ 1,106,484 $ 2,603,111 (1) Revolving Credit Facility is subject to two six -month extension options. |
DERIVATIVE AND HEDGING INSTRU_2
DERIVATIVE AND HEDGING INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Notional Amount of Derivatives Instruments | The following presents the notional amount of derivative instruments as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Derivatives designated as cash flow hedges: Denominated in U.S. Dollars (1) $ 1,490,000 $ 1,045,000 Denominated in Canadian Dollars $ 125,000 $ 125,000 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 54,676 $ 55,401 Financial instrument designated as net investment hedge: Denominated in Canadian Dollars $ 125,000 $ 125,000 Derivatives not designated as net investment hedges: Denominated in Canadian Dollars $ 1,624 $ 899 (1) Balance includes four forward starting interest rate swaps and one forward starting interest rate collar with an effective date of August 2020 and two forward starting interest rate swaps and one forward starting interest rate collar with an effective date of January 2021 that were entered into as of September 30, 2019 . The forward starting interest rate swaps and forward starting interest rate collars have an aggregate initial notional amount of $645.0 million accreting to $845.0 million in January 2023. |
Derivative and Financial Instruments Designated as Hedging Instruments | The following is a summary of the derivative and financial instruments designated as hedging instruments held by the Company at September 30, 2019 and December 31, 2018 (dollars in thousands): Count as of September 30, 2019 Fair Value Maturity Dates Type Designation September 30, 2019 December 31, 2018 Balance Sheet Location Assets: Interest rate swaps Cash flow 7 $ 4,617 $ 25,184 2020 - 2023 Accounts receivable, prepaid expenses and other assets, net Cross currency interest rate swaps Net investment 2 4,068 4,160 2025 Accounts receivable, prepaid expenses and other assets, net $ 8,685 $ 29,344 Liabilities: Interest rate swaps Cash flow 3 $ 367 $ — 2023 Accounts payable and accrued liabilities Forward starting interest rate swaps Cash flow 6 6,267 4,529 2024 Accounts payable and accrued liabilities Forward starting interest rate collars Cash flow 2 844 — 2024 Accounts payable and accrued liabilities CAD term loan Net investment 1 94,400 91,700 2024 Term loans, net $ 101,878 $ 96,229 |
Effect of Derivative Financial Instruments on the Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Equity | The following presents the effect of the Company’s derivative and financial instruments designated as hedging instruments on the condensed consolidated statements of income and the condensed consolidated statements of equity for the three and nine months ended September 30, 2019 and 2018 (in thousands): (Loss) Gain Recognized in Other Comprehensive (Loss) Income Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Income Statement Location Cash Flow Hedges: Interest rate products $ (8,196 ) $ 2,954 $ (27,933 ) $ 16,091 Interest expense Net Investment Hedges: Foreign currency products 1,273 (688 ) (3 ) 817 N/A CAD term loan 1,088 (1,725 ) (2,700 ) 2,700 N/A $ (5,835 ) $ 541 $ (30,636 ) $ 19,608 Gain Reclassified from Accumulated Other Comprehensive Income into Income Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Income Statement Location Cash Flow Hedges: Interest rate products $ 1,173 $ 1,001 $ 4,781 $ 1,584 Interest expense |
Gross Presentation, Effects of Offsetting, and Net Presentation of Derivatives - Assets | The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of September 30, 2019 and December 31, 2018 (in thousands): As of September 30, 2019 Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 8,684 $ — $ 8,684 $ (4,106 ) $ — $ 4,578 Offsetting Liabilities: Derivatives $ 7,478 $ — $ 7,478 $ (4,106 ) $ — $ 3,372 As of December 31, 2018 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 $ 29,344 $ — $ 29,344 $ (2,069 ) $ — $ 27,275 Offsetting Liabilities: Derivatives $ 4,529 $ — $ 4,529 $ (2,069 ) $ — $ 2,460 |
Gross Presentation, Effects of Offsetting, and Net Presentation of Derivatives - Liabilities | The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of September 30, 2019 and December 31, 2018 (in thousands): As of September 30, 2019 Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 8,684 $ — $ 8,684 $ (4,106 ) $ — $ 4,578 Offsetting Liabilities: Derivatives $ 7,478 $ — $ 7,478 $ (4,106 ) $ — $ 3,372 As of December 31, 2018 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 $ 29,344 $ — $ 29,344 $ (2,069 ) $ — $ 27,275 Offsetting Liabilities: Derivatives $ 4,529 $ — $ 4,529 $ (2,069 ) $ — $ 2,460 |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Face Values, Carrying Amounts and Fair Values of Financial Instruments | The following are the face values, carrying amounts and fair values of the Company’s financial instruments as of September 30, 2019 and December 31, 2018 whose carrying amounts do not approximate their fair value (in thousands): September 30, 2019 December 31, 2018 Face (1) Carrying Amount (2) Fair Value Face (1) Carrying (2) Fair Value Financial assets: Loans receivable $ 68,486 $ 63,825 $ 61,008 $ 96,492 $ 69,460 $ 65,797 Preferred equity investments 44,005 44,417 44,753 43,851 44,262 43,825 Financial liabilities: Senior Notes 1,100,000 1,106,484 1,166,203 1,300,000 1,307,394 1,270,877 Secured indebtedness 115,370 113,644 110,579 117,464 115,679 101,820 (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. |
Fair Value of Financial Instruments | The Company determined the fair value of financial instruments as of September 30, 2019 whose carrying amounts do not approximate their fair value with valuation methods utilizing the following types of inputs (in thousands): Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Financial assets: Loans receivable $ 61,008 $ — $ — $ 61,008 Preferred equity investments 44,753 — — 44,753 Financial liabilities: Senior Notes 1,166,203 — 1,166,203 — Secured indebtedness 110,579 — — 110,579 |
Items Measured at Fair Value on a Recurring Basis | During the nine months ended September 30, 2019 , the Company recorded the following amounts measured at fair value (in thousands): Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Recurring Basis: Financial assets: Interest rate swaps $ 4,617 $ — $ 4,617 $ — Cross currency interest rate swaps 4,068 — 4,068 — Financial liabilities: Interest rate swaps 367 — 367 — Forward starting interest rate swaps 6,267 — 6,267 — Forward starting interest rate collars 844 — 844 — |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Cash Dividends on Common Stock Declared and Paid | The following table lists the cash dividends on common stock declared and paid by the Company during the nine months ended September 30, 2019 : Declaration Date Record Date Amount Per Share Dividend Payable Date February 5, 2019 February 15, 2019 $ 0.45 February 28, 2019 May 8, 2019 May 20, 2019 $ 0.45 May 31, 2019 August 7, 2019 August 20, 2019 $ 0.45 August 30, 2019 |
Accumulated Other Comprehensive (Loss) Income | The following is a summary of the Company’s accumulated other comprehensive (loss) income (in thousands): September 30, 2019 December 31, 2018 Foreign currency translation loss $ (1,269 ) $ (2,193 ) Unrealized (loss) gain on cash flow hedges (18,126 ) 14,494 Total accumulated other comprehensive (loss) income $ (19,395 ) $ 12,301 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table illustrates the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2019 and 2018 (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator Net income attributable to common stockholders $ 23,282 $ 35,218 $ 29,255 $ 288,708 Denominator Basic weighted average common shares and common equivalents 190,650,400 178,317,769 183,578,254 178,309,127 Dilutive restricted stock units 1,301,989 623,444 1,120,157 420,726 Diluted weighted average common shares 191,952,389 178,941,213 184,698,411 178,729,853 Net income attributable to common stockholders, per: Basic common share $ 0.12 $ 0.20 $ 0.16 $ 1.62 Diluted common share $ 0.12 $ 0.20 $ 0.16 $ 1.62 |
SUMMARIZED CONDENSED CONSOLID_2
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Summarized Condensed Consolidating Information [Abstract] | |
Condensed Consolidating Balance Sheet | CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2019 (in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 390 $ — $ — $ 1,417,907 $ 3,926,700 $ — $ 5,344,997 Loans receivable and other investments, net (783 ) — — 55,935 53,090 — 108,242 Investment in unconsolidated joint venture — — — — 324,324 — 324,324 Cash and cash equivalents 21,369 — — 2,607 5,455 — 29,431 Restricted cash — — — 1,860 8,371 — 10,231 Lease intangible assets, net — — — 9,029 95,948 — 104,977 Accounts receivable, prepaid expenses and other assets, net 3,693 21,559 — 27,396 100,698 (7,545 ) 145,801 Intercompany 1,992,202 1,946,790 — — — (3,938,992 ) — Investment in subsidiaries 1,298,119 1,748,807 — 33,358 — (3,080,284 ) — Total assets $ 3,314,990 $ 3,717,156 $ — $ 1,548,092 $ 4,514,586 $ (7,026,821 ) $ 6,068,003 Liabilities Secured debt, net $ — $ — $ — $ — $ 113,644 $ — $ 113,644 Revolving credit facility — 200,000 — — — — 200,000 Term loans, net — 1,089,805 — 93,178 — — 1,182,983 Senior unsecured notes, net — 1,106,484 — — — — 1,106,484 Accounts payable and accrued liabilities 32,573 22,748 — 2,182 59,443 (7,545 ) 109,401 Lease intangible liabilities, net — — — — 73,074 — 73,074 Intercompany — — — 659,890 3,279,102 (3,938,992 ) — Total liabilities 32,573 2,419,037 — 755,250 3,525,263 (3,946,537 ) 2,785,586 Total equity 3,282,417 1,298,119 — 792,842 989,323 (3,080,284 ) 3,282,417 Total liabilities and equity $ 3,314,990 $ 3,717,156 $ — $ 1,548,092 $ 4,514,586 $ (7,026,821 ) $ 6,068,003 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2018 (in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 317 $ — $ — $ 1,453,451 $ 4,399,777 $ — $ 5,853,545 Loans receivable and other investments, net (560 ) — — 50,534 63,748 — 113,722 Investment in unconsolidated joint venture — — — — 340,120 — 340,120 Cash and cash equivalents 40,835 — — 3,508 5,887 — 50,230 Restricted cash — — — 1,820 7,608 — 9,428 Lease intangible assets, net — — — 13,947 117,150 — 131,097 Accounts receivable, prepaid expenses and other assets, net 798 37,075 — 58,704 81,603 (11,019 ) 167,161 Intercompany 1,972,059 2,646,669 — — — (4,618,728 ) — Investment in subsidiaries 1,258,715 1,629,795 — 33,083 — (2,921,593 ) — Total assets $ 3,272,164 $ 4,313,539 $ — $ 1,615,047 $ 5,015,893 $ (7,551,340 ) $ 6,665,303 Liabilities Secured debt, net $ — $ — $ — $ — $ 115,679 $ — $ 115,679 Revolving credit facility — 624,000 — — — — 624,000 Term loans, net — 1,094,177 — 90,753 — — 1,184,930 Senior unsecured notes, net — 1,307,394 — — — — 1,307,394 Accounts payable and accrued liabilities 21,750 29,253 — 2,570 52,273 (11,019 ) 94,827 Lease intangible liabilities, net — — — — 83,726 — 83,726 Intercompany — — — 810,394 3,808,334 (4,618,728 ) — Total liabilities 21,750 3,054,824 — 903,717 4,060,012 (4,629,747 ) 3,410,556 Total Sabra Health Care REIT, Inc. stockholders’ equity 3,250,414 1,258,715 — 711,330 951,548 (2,921,593 ) 3,250,414 Noncontrolling interests — — — — 4,333 — 4,333 Total equity 3,250,414 1,258,715 — 711,330 955,881 (2,921,593 ) 3,254,747 Total liabilities and equity $ 3,272,164 $ 4,313,539 $ — $ 1,615,047 $ 5,015,893 $ (7,551,340 ) $ 6,665,303 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. |
Condensed Consolidating Statement of Income | CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended September 30, 2019 (dollars in thousands, except per share amounts) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Revenues: Rental and related revenues $ — $ — $ — $ 24,947 $ 94,602 $ (9,445 ) $ 110,104 Interest and other income 47 1,863 — 1,355 1,924 (1,864 ) 3,325 Resident fees and services — — — — 36,405 — 36,405 Total revenues 47 1,863 — 26,302 132,931 (11,309 ) 149,834 Expenses: Depreciation and amortization 11 — — 11,692 31,389 — 43,092 Interest — 27,275 — 2,665 1,179 (1,864 ) 29,255 Triple-net portfolio operating expenses — — — 657 4,954 — 5,611 Senior housing - managed portfolio operating expenses — — — — 33,424 (9,445 ) 23,979 General and administrative 8,010 91 — 274 334 — 8,709 Provision for doubtful accounts, straight-line rental income and loan losses 57 — — — — — 57 Impairment of real estate — — — 10,835 3,131 — 13,966 Total expenses 8,078 27,366 — 26,123 74,411 (11,309 ) 124,669 Other (expense) income: Loss on extinguishment of debt (598 ) (2 ) — (44 ) — — (644 ) Other income (expense) — 205 — (167 ) 177 — 215 Net loss on sales of real estate — — — — (19 ) — (19 ) Total other (expense) income (598 ) 203 — (211 ) 158 — (448 ) Income in subsidiary 32,182 57,482 — 1,696 — (91,360 ) — Income before loss from unconsolidated joint venture and income tax expense 23,553 32,182 — 1,664 58,678 (91,360 ) 24,717 Loss from unconsolidated joint venture — — — — (605 ) — (605 ) Income tax expense (271 ) — — (133 ) (422 ) — (826 ) Net income 23,282 32,182 — 1,531 57,651 (91,360 ) 23,286 Net income attributable to noncontrolling interests — — — — (4 ) — (4 ) Net income attributable to common stockholders $ 23,282 $ 32,182 $ — $ 1,531 $ 57,647 $ (91,360 ) $ 23,282 Net income attributable to common stockholders, per: Basic common share $ 0.12 Diluted common share $ 0.12 Weighted-average number of common shares outstanding, basic 190,650,400 Weighted-average number of common shares outstanding, diluted 191,952,389 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended September 30, 2018 (dollars in thousands, except per share amounts) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Revenues: Rental and related revenues $ — $ — $ — $ 35,204 $ 99,566 $ (4,303 ) $ 130,467 Interest and other income 33 95 — 1,434 2,465 (95 ) 3,932 Resident fees and services — — — — 17,403 — 17,403 Total revenues 33 95 — 36,638 119,434 (4,398 ) 151,802 Expenses: Depreciation and amortization 221 — — 12,634 35,613 — 48,468 Interest — 33,892 — 846 2,662 (95 ) 37,305 Senior housing - managed portfolio operating expenses — — — — 16,914 (4,303 ) 12,611 General and administrative 7,084 24 — 636 429 — 8,173 (Recovery of) provision for doubtful accounts, straight-line rental income and loan losses (1,699 ) — — 4,315 6,294 — 8,910 Total expenses 5,606 33,916 — 18,431 61,912 (4,398 ) 115,467 Other (expense) income: Other (expense) income — (11 ) — (70 ) 1,417 — 1,336 Net (loss) gain on sales of real estate — — — (1,136 ) 1,150 — 14 Total other (expense) income — (11 ) — (1,206 ) 2,567 — 1,350 Income in subsidiary 41,283 75,115 — 1,924 — (118,322 ) — Income before loss from unconsolidated joint venture and income tax expense 35,710 41,283 — 18,925 60,089 (118,322 ) 37,685 Loss from unconsolidated joint venture — — — — (1,725 ) — (1,725 ) Income tax expense (492 ) — — (200 ) (40 ) — (732 ) Net income 35,218 41,283 — 18,725 58,324 (118,322 ) 35,228 Net income attributable to noncontrolling interests — — — — (10 ) — (10 ) Net income attributable to common stockholders $ 35,218 $ 41,283 $ — $ 18,725 $ 58,314 $ (118,322 ) $ 35,218 Net income attributable to common stockholders, per: Basic common share $ 0.20 Diluted common share $ 0.20 Weighted-average number of common shares outstanding, basic 178,317,769 Weighted-average number of common shares outstanding, diluted 178,941,213 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2019 (dollars in thousands, except per share amounts) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Revenues: Rental and related revenues $ — $ — $ — $ 84,344 $ 278,138 $ (23,191 ) $ 339,291 Interest and other income 167 3,855 — 70,784 6,194 (3,855 ) 77,145 Resident fees and services — — — — 89,537 — 89,537 Total revenues 167 3,855 — 155,128 373,869 (27,046 ) 505,973 Expenses: Depreciation and amortization 35 — — 38,934 98,548 — 137,517 Interest — 93,165 — 6,234 3,637 (3,855 ) 99,181 Triple-net portfolio operating expenses — — — 1,827 15,313 — 17,140 Senior housing - managed portfolio operating expenses — — — — 83,449 (23,191 ) 60,258 General and administrative 23,247 153 — 550 1,002 — 24,952 Provision for doubtful accounts, straight-line rental income and loan losses 223 — — — 1,234 — 1,457 Impairment of real estate — — — 10,835 108,267 — 119,102 Total expenses 23,505 93,318 — 58,380 311,450 (27,046 ) 459,607 Other (expense) income: Loss on extinguishment of debt (598 ) (10,121 ) — (44 ) — — (10,763 ) Other (expense) income — (403 ) — 434 354 — 385 Net (loss) gain on sales of real estate — — — (179 ) 1,395 — 1,216 Total other (expense) income (598 ) (10,524 ) — 211 1,749 — (9,162 ) Income in subsidiary 53,810 153,798 — 5,056 — (212,664 ) — Income before loss from unconsolidated joint venture and income tax expense 29,874 53,811 — 102,015 64,168 (212,664 ) 37,204 Loss from unconsolidated joint venture — — — — (5,635 ) — (5,635 ) Income tax expense (619 ) (1 ) — (780 ) (892 ) — (2,292 ) Net income 29,255 53,810 — 101,235 57,641 (212,664 ) 29,277 Net income attributable to noncontrolling interests — — — — (22 ) — (22 ) Net income attributable to common stockholders $ 29,255 $ 53,810 $ — $ 101,235 $ 57,619 $ (212,664 ) $ 29,255 Net income attributable to common stockholders, per: Basic common share $ 0.16 Diluted common share $ 0.16 Weighted-average number of common shares outstanding, basic 183,578,254 Weighted-average number of common shares outstanding, diluted 184,698,411 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2018 (dollars in thousands, except per share amounts) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Revenues: Rental and related revenues $ — $ — $ — $ 106,773 $ 325,034 $ (12,856 ) $ 418,951 Interest and other income 83 303 — 3,847 8,893 (303 ) 12,823 Resident fees and services — — — — 52,426 — 52,426 Total revenues 83 303 — 110,620 386,353 (13,159 ) 484,200 Expenses: Depreciation and amortization 665 — — 36,765 105,871 — 143,301 Interest — 99,873 — 2,446 7,864 (303 ) 109,880 Senior housing - managed portfolio operating expenses — — — — 49,890 (12,856 ) 37,034 General and administrative 21,363 52 — 1,419 2,919 — 25,753 Provision for doubtful accounts, straight-line rental income and loan losses 793 — — 2,359 6,297 — 9,449 Impairment of real estate — — — 1,413 — — 1,413 Total expenses 22,821 99,925 — 44,402 172,841 (13,159 ) 326,830 Other income: Other income 1,977 222 — 308 1,649 — 4,156 Net gain on sales of real estate — — — 40,384 102,061 — 142,445 Total other income 1,977 222 — 40,692 103,710 — 146,601 Income in subsidiary 320,082 419,483 — 5,649 — (745,214 ) — Income before loss from unconsolidated joint venture and income tax expense 299,321 320,083 — 112,559 317,222 (745,214 ) 303,971 Loss from unconsolidated joint venture — — — — (3,626 ) — (3,626 ) Income tax expense (845 ) (1 ) — (742 ) (259 ) — (1,847 ) Net income 298,476 320,082 — 111,817 313,337 (745,214 ) 298,498 Net income attributable to noncontrolling interests — — — — (22 ) — (22 ) Net income attributable to Sabra Health Care REIT, Inc. 298,476 320,082 — 111,817 313,315 (745,214 ) 298,476 Preferred stock dividends (9,768 ) — — — — — (9,768 ) Net income attributable to common stockholders $ 288,708 $ 320,082 $ — $ 111,817 $ 313,315 $ (745,214 ) $ 288,708 Net income attributable to common stockholders, per: Basic common share $ 1.62 Diluted common share $ 1.62 Weighted-average number of common shares outstanding, basic 178,309,127 Weighted-average number of common shares outstanding, diluted 178,729,853 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. |
Condensed Consolidating Statement of Comprehensive (Loss) Income | CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME For the Three Months Ended September 30, 2019 (dollars in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net income $ 23,282 $ 32,182 $ — $ 1,531 $ 57,651 $ (91,360 ) $ 23,286 Other comprehensive loss: Unrealized gain (loss), net of tax: Foreign currency translation gain (loss) — 1,403 — (206 ) (280 ) — 917 Unrealized loss on cash flow hedges — (9,375 ) — (1 ) — — (9,376 ) Total other comprehensive loss — (7,972 ) — (207 ) (280 ) — (8,459 ) Comprehensive income 23,282 24,210 — 1,324 57,371 (91,360 ) 14,827 Comprehensive income attributable to noncontrolling interest — — — — (4 ) — (4 ) Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 23,282 $ 24,210 $ — $ 1,324 $ 57,367 $ (91,360 ) $ 14,823 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Three Months Ended September 30, 2018 (dollars in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net income $ 35,218 $ 41,283 $ — $ 18,725 $ 58,324 $ (118,322 ) $ 35,228 Other comprehensive income: Unrealized gain (loss), net of tax: Foreign currency translation (loss) gain — (857 ) — 610 182 — (65 ) Unrealized gain on cash flow hedges — 2,000 — 10 — — 2,010 Total other comprehensive income — 1,143 — 620 182 — 1,945 Comprehensive income 35,218 42,426 — 19,345 58,506 (118,322 ) 37,173 Comprehensive income attributable to noncontrolling interest — — — — (10 ) — (10 ) Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 35,218 $ 42,426 $ — $ 19,345 $ 58,496 $ (118,322 ) $ 37,163 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME For the Nine Months Ended September 30, 2019 (dollars in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net income $ 29,255 $ 53,810 $ — $ 101,235 $ 57,641 $ (212,664 ) $ 29,277 Other comprehensive (loss) income: Unrealized gain (loss), net of tax: Foreign currency translation (loss) gain — (298 ) — 1,101 121 — 924 Unrealized (loss) gain on cash flow hedges — (32,669 ) — 49 — — (32,620 ) Total other comprehensive (loss) income — (32,967 ) — 1,150 121 — (31,696 ) Comprehensive income 29,255 20,843 — 102,385 57,762 (212,664 ) (2,419 ) Comprehensive income attributable to noncontrolling interest — — — — (22 ) — (22 ) Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 29,255 $ 20,843 $ — $ 102,385 $ 57,740 $ (212,664 ) $ (2,441 ) (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2018 (dollars in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net income $ 298,476 $ 320,082 $ — $ 111,817 $ 313,337 $ (745,214 ) $ 298,498 Other comprehensive income (loss): Unrealized gain (loss), net of tax: Foreign currency translation gain (loss) — 1,048 — (926 ) (300 ) — (178 ) Unrealized gain on cash flow hedges — 15,238 — 8 — — 15,246 Total other comprehensive income (loss) — 16,286 — (918 ) (300 ) — 15,068 Comprehensive income 298,476 336,368 — 110,899 313,037 (745,214 ) 313,566 Comprehensive income attributable to noncontrolling interest — — — — (22 ) — (22 ) Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 298,476 $ 336,368 $ — $ 110,899 $ 313,015 $ (745,214 ) $ 313,544 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. |
Condensed Consolidating Statement of Cash Flows | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2019 (in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net cash provided by operating activities $ 267,509 $ — $ — $ 487 $ 8,985 $ — $ 276,981 Cash flows from investing activities: Acquisition of real estate — — — (14,977 ) — — (14,977 ) Origination and fundings of loans receivable — — — (6,018 ) (3,423 ) — (9,441 ) Additions to real estate (107 ) — — (8,314 ) (7,564 ) — (15,985 ) Repayments of loans receivable — — — 124 13,637 — 13,761 Repayments of preferred equity investments — — — 3,672 — — 3,672 Net proceeds from the sales of real estate — — — 21,586 300,129 — 321,715 Buyout of noncontrolling interests — — — (200 ) — — (200 ) Distribution from subsidiaries 5,139 5,139 — — — (10,278 ) — Intercompany financing (346,815 ) 301,044 — — — 45,771 — Net cash (used in) provided by investing activities (341,783 ) 306,183 — (4,127 ) 302,779 35,493 298,545 Cash flows from financing activities: Net repayments of revolving credit facility — (424,000 ) — — — — (424,000 ) Proceeds from issuance of senior unsecured notes — 297,039 — — — — 297,039 Principal payments on senior unsecured notes — (500,000 ) — — — (500,000 ) Principal payments on secured debt — — — — (2,566 ) — (2,566 ) Payments of deferred financing costs — (14,001 ) — — — — (14,001 ) Payments related to extinguishment of debt — (6,897 ) — — — — (6,897 ) Distributions to noncontrolling interest — — — — (116 ) — (116 ) Issuance of common stock, net 302,030 — — — — — 302,030 Dividends paid on common stock (247,222 ) — — — — — (247,222 ) Distribution to parent — (5,139 ) — — (5,139 ) 10,278 — Intercompany financing — 346,815 — 2,637 (303,681 ) (45,771 ) — Net cash provided by (used in) financing activities 54,808 (306,183 ) — 2,637 (311,502 ) (35,493 ) (595,733 ) Net (decrease) increase in cash, cash equivalents and restricted cash (19,466 ) — — (1,003 ) 262 — (20,207 ) Effect of foreign currency translation on cash, cash equivalents and restricted cash — — — 142 69 — 211 Cash, cash equivalents and restricted cash, beginning of period 40,835 — — 5,328 13,495 — 59,658 Cash, cash equivalents and restricted cash, end of period $ 21,369 $ — $ — $ 4,467 $ 13,826 $ — $ 39,662 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2018 (in thousands) (unaudited) Combined Non-Guarantor Subsidiaries of 2026 Notes (6) Parent (1) Operating Partnership (2) Sabra Capital Corporation (3) Combined (4) Combined Non- (5) Elimination Consolidated Net cash provided by operating activities $ 271,511 $ — $ — $ 1,038 $ 10,475 $ — $ 283,024 Cash flows from investing activities: Acquisition of real estate — — — (54,715 ) (184,286 ) — (239,001 ) Origination and fundings of loans receivable — — — (2,650 ) (38,798 ) — (41,448 ) Origination and fundings of preferred equity investments — — — (5,285 ) — — (5,285 ) Additions to real estate (40 ) — — (5,763 ) (15,892 ) — (21,695 ) Repayments of loans receivable — — — 6,534 41,748 — 48,282 Repayments of preferred equity investments — — — 6,491 — — 6,491 Investment in unconsolidated JV — — — — (354,461 ) — (354,461 ) Net proceeds from the sales of real estate — — — 79,738 211,126 — 290,864 Distribution from subsidiaries 5,421 5,421 — — — (10,842 ) — Intercompany financing (369,732 ) (347,720 ) — — — 717,452 — Net cash (used in) provided by investing activities (364,351 ) (342,299 ) — 24,350 (340,563 ) 706,610 (316,253 ) Cash flows from financing activities: Net repayments of revolving credit facility — (22,000 ) — — — — (22,000 ) Principal payments on secured debt — — — — (3,202 ) — (3,202 ) Payments of deferred financing costs — (12 ) — — — — (12 ) Distributions to noncontrolling interest — — — — (107 ) — (107 ) Preferred stock redemption (143,750 ) — — — — — (143,750 ) Issuance of common stock, net (499 ) — — — — — (499 ) Dividends paid on common and preferred stock (244,978 ) — — — — — (244,978 ) Distribution to parent — (5,421 ) — — (5,421 ) 10,842 — Intercompany financing — 369,732 — (28,697 ) 376,417 (717,452 ) — Net cash (used in) provided by financing activities (389,227 ) 342,299 — (28,697 ) 367,687 (706,610 ) (414,548 ) Net (decrease) increase in cash, cash equivalents and restricted cash (482,067 ) — — (3,309 ) 37,599 — (447,777 ) Effect of foreign currency translation on cash, cash equivalents and restricted cash — — — (82 ) (74 ) — (156 ) Cash, cash equivalents and restricted cash, beginning of period 511,670 — — 6,761 69,018 — 587,449 Cash, cash equivalents and restricted cash, end of period $ 29,603 $ — $ — $ 3,370 $ 106,543 $ — $ 139,516 (1) The Parent Company guarantees the 2023 Notes, the 2024 Notes and the 2026 Notes. (2) The Operating Partnership is the co-issuer of the 2023 Notes and the 2024 Notes and the issuer of the 2026 Notes. (3) Sabra Capital Corporation is the co-issuer of the 2023 Notes and the 2024 Notes. (4) The Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2023 Notes and the 2024 Notes. (5) The Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes consist of the subsidiaries that do not guarantee the 2023 Notes and the 2024 Notes. (6) None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2023 Notes and the 2024 Notes guarantee the 2026 Notes. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Principles of Consolidation and Basis of Presentation (Details) | Sep. 30, 2019Investment |
Accounting Policies [Abstract] | |
Number of investments in loans accounted for as real estate joint ventures | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investment in Unconsolidated Joint Venture (Details) $ in Thousands | Jan. 02, 2018USD ($)Propertydirector | Sep. 30, 2019USD ($)Property | Dec. 31, 2018USD ($) |
Schedule of Equity Method Investments [Line Items] | |||
Investment in joint venture | $ 324,324 | $ 340,120 | |
Enlivant Joint Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of properties | Property | 172 | ||
Gross proceeds from sale of senior housing communities | $ 6,300 | ||
Enlivant Joint Venture | Senior Housing Communities | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of senior housing communites sold | Property | 2 | ||
Enlivant Joint Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Cash contributed to acquire equity interests | $ 352,700 | ||
Equity interest in joint venture | 49.00% | ||
Outstanding indebtedness | $ 791,300 | ||
Net working capital | $ 22,900 | ||
Number of directors appointed by Sabra | director | 3 | ||
Number of directors on board | director | 7 | ||
Aggregate net loss on sale of real estate | $ 1,700 | ||
Investment in joint venture | $ 324,300 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Investment in Direct Financing Lease (Details) - Skilled Nursing Transitional Care Facilities $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($)Property | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Property | Sep. 30, 2018USD ($) | |
Lessor, Lease, Description [Line Items] | ||||
Net investment in direct financing lease | $ 23.8 | $ 23.8 | ||
Number of properties in direct financing lease | Property | 1 | 1 | ||
Undiscounted rental payments | $ 4.4 | $ 4.4 | ||
Unguaranteed residual value | 24.7 | 24.7 | ||
Unearned lease income | 5.3 | 5.3 | ||
Lease income | 0.7 | $ 0.6 | 2 | $ 1.9 |
Minimum lease payments contractually due under direct financing leases | ||||
Due in the remainder of 2019 | 0.6 | 0.6 | ||
Due in 2020 | 2.3 | 2.3 | ||
Due in 2021 | $ 2.1 | $ 2.1 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recently Issued Accounting Update (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Jan. 01, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease liability | $ 9,800 | $ 9,800 | |
Operating lease right-of-use asset | 9,400 | 9,400 | |
Variable lease revenue | 4,000 | 13,000 | |
Variable lease expense | $ 4,000 | $ 13,000 | |
ASU 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease liability | $ 10,000 | ||
Operating lease right-of-use asset | 10,000 | ||
Reduction to equity and accounts receivable, prepaid expenses and other assets, net, as of the date of adoption | 32,502 | ||
Straight-line rental income receivables | 17,500 | ||
Cash rent receivable | $ 15,000 |
RECENT REAL ESTATE ACQUISITIO_3
RECENT REAL ESTATE ACQUISITIONS - Narrative (Details) - Recent Real Estate Acquisitions $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Property | Sep. 30, 2018USD ($)Property | |
Business Acquisition [Line Items] | ||||
Number of acquired properties | 2 | |||
Total revenues | $ | $ 0.2 | $ 11.2 | $ 0.2 | $ 31.5 |
Net income attributable to common stockholders | $ | $ 0.2 | $ 3.2 | $ 0.2 | $ 9.3 |
Tenant Origination and Absorption Costs | ||||
Business Acquisition [Line Items] | ||||
Weighted average amortization period of finite-lived intangible assets | 15 years | 13 years | ||
Tenant Relationship | ||||
Business Acquisition [Line Items] | ||||
Weighted average amortization period of finite-lived intangible assets | 25 years | 22 years | ||
Senior Housing - Managed | ||||
Business Acquisition [Line Items] | ||||
Number of acquired properties | 11 | |||
Senior Housing Facilities | ||||
Business Acquisition [Line Items] | ||||
Number of acquired properties | 7 | |||
Skilled Nursing/Transitional Care | ||||
Business Acquisition [Line Items] | ||||
Number of acquired properties | 2 |
RECENT REAL ESTATE ACQUISITIO_4
RECENT REAL ESTATE ACQUISITIONS - Purchase Price Allocation for Recent Real Estate Acquisitions (Details) - Recent Real Estate Acquisitions - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 30, 2018 |
Business Acquisition [Line Items] | ||
Land | $ 2,040 | $ 28,089 |
Building and improvements | 12,652 | 208,678 |
Total consideration | 14,977 | 239,001 |
Tenant origination and absorption costs intangible assets | ||
Business Acquisition [Line Items] | ||
Tenant intangible assets | 234 | 1,669 |
Tenant relationship intangible assets | ||
Business Acquisition [Line Items] | ||
Tenant intangible assets | $ 51 | $ 565 |
REAL ESTATE PROPERTIES HELD F_3
REAL ESTATE PROPERTIES HELD FOR INVESTMENT - Real Estate Properties Held for Investment (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019USD ($)Bedfacility | Dec. 31, 2018USD ($)Bedfacility | |
Real Estate Properties [Line Items] | ||
Building and improvements | $ 5,018,346 | $ 5,388,102 |
Furniture and equipment | 235,762 | 237,145 |
Land improvements | 1,415 | 1,254 |
Land | 592,251 | 629,382 |
Total Real Estate at Cost | 5,847,774 | 6,255,883 |
Accumulated Depreciation | (502,777) | (402,338) |
Total Real Estate Investments, Net | $ 5,344,997 | $ 5,853,545 |
Operating Segments | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 434 | 470 |
Number of Beds/Units | Bed | 43,553 | 47,648 |
Total Real Estate at Cost | $ 5,847,033 | $ 6,255,249 |
Accumulated Depreciation | (502,426) | (402,021) |
Total Real Estate Investments, Net | 5,344,607 | 5,853,228 |
Corporate Level | ||
Real Estate Properties [Line Items] | ||
Total Real Estate at Cost | 741 | 634 |
Accumulated Depreciation | (351) | (317) |
Total Real Estate Investments, Net | $ 390 | $ 317 |
Skilled Nursing/Transitional Care | Operating Segments | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 304 | 335 |
Number of Beds/Units | Bed | 33,879 | 37,628 |
Total Real Estate at Cost | $ 3,711,702 | $ 4,094,484 |
Accumulated Depreciation | (285,138) | (224,942) |
Total Real Estate Investments, Net | $ 3,426,564 | $ 3,869,542 |
Senior Housing - Leased | Operating Segments | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 62 | 90 |
Number of Beds/Units | Bed | 4,011 | 7,332 |
Total Real Estate at Cost | $ 636,273 | $ 1,237,790 |
Accumulated Depreciation | (72,716) | (125,902) |
Total Real Estate Investments, Net | $ 563,557 | $ 1,111,888 |
Senior Housing - Managed | ||
Real Estate Properties [Line Items] | ||
Number of senior housing communities transferred into portfolio | facility | 21 | |
Senior Housing - Managed | Operating Segments | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 44 | 23 |
Number of Beds/Units | Bed | 4,470 | 1,603 |
Total Real Estate at Cost | $ 863,130 | $ 301,739 |
Accumulated Depreciation | (101,426) | (19,537) |
Total Real Estate Investments, Net | $ 761,704 | $ 282,202 |
Specialty Hospitals and Other | Operating Segments | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 24 | 22 |
Number of Beds/Units | Bed | 1,193 | 1,085 |
Total Real Estate at Cost | $ 635,928 | $ 621,236 |
Accumulated Depreciation | (43,146) | (31,640) |
Total Real Estate Investments, Net | $ 592,782 | $ 589,596 |
REAL ESTATE PROPERTIES HELD F_4
REAL ESTATE PROPERTIES HELD FOR INVESTMENT - Operating Leases (Details) $ in Thousands | Apr. 01, 2019USD ($)facility | May 31, 2019facility | Mar. 31, 2019USD ($) | Sep. 30, 2019USD ($)facility | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)facility | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 19, 2018facility |
Real Estate Properties [Line Items] | |||||||||
Weighted-average remaining term of operating leases | 8 years | 8 years | |||||||
Security deposit liability | $ 7,900 | $ 7,900 | $ 12,400 | ||||||
Letters of credit deposited | 83,000 | 83,000 | 98,000 | ||||||
Tenant deposits for future real estate taxes, insurance expenditures, and tenant improvements | 14,100 | 14,100 | $ 17,500 | ||||||
Portion of settlement applied to post-petition rent | 6,200 | ||||||||
Impairment of real estate | $ 13,966 | $ 0 | 119,102 | $ 1,413 | |||||
Non-cash lease termination income | $ 9,725 | $ 0 | |||||||
Minimum | |||||||||
Real Estate Properties [Line Items] | |||||||||
Operating lease expiration term | 1 year | 1 year | |||||||
Maximum | |||||||||
Real Estate Properties [Line Items] | |||||||||
Operating lease expiration term | 15 years | 15 years | |||||||
Holiday | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of properties subject to the master lease | facility | 21 | ||||||||
Lease termination income | $ 66,900 | ||||||||
Cash consideration received | 57,200 | ||||||||
Non-cash lease termination income | $ 9,700 | ||||||||
Senior Care Centers | |||||||||
Real Estate Properties [Line Items] | |||||||||
Settlement amount | $ 9,500 | ||||||||
Senior Care Centers Sale Facilities | |||||||||
Real Estate Properties [Line Items] | |||||||||
Impairment of real estate | $ 95,200 | ||||||||
Impairment of real estate related to indemnity | $ 10,200 | ||||||||
Senior Care Centers Sale Facilities | Senior Care Centers | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of facilities sold | facility | 28 | ||||||||
Aggregate sale price of facility | $ 282,500 | ||||||||
Senior Housing - Managed Communities | Operating Segments | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of properties | facility | 44 | 44 | |||||||
Skilled Nursing Transitional Care Facilities | Senior Care Centers Sale Facilities | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of facilities sold | facility | 26 | ||||||||
Number of properties transitioned | facility | 8 | ||||||||
Number of properties expected to be sold | facility | 2 | ||||||||
Senior Housing Facilities | Senior Care Centers Sale Facilities | |||||||||
Real Estate Properties [Line Items] | |||||||||
Number of facilities sold | facility | 2 |
REAL ESTATE PROPERTIES HELD F_5
REAL ESTATE PROPERTIES HELD FOR INVESTMENT - Future Minimum Rental Payments Receivable for Properties Held for Investment Under Non-Cancelable Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Future minimum rental payments from the Company’s properties held for investment under non-cancelable operating leases: | ||
October 1 through December 31, 2019 | $ 109,663 | |
2020 | 425,610 | |
2021 | 422,465 | |
2022 | 398,608 | |
2023 | 381,472 | |
Thereafter | 2,023,764 | |
Total | $ 3,761,582 | |
Future minimum rental payments from the Company’s properties held for investment under non-cancelable operating leases: | ||
2019 | $ 465,766 | |
2020 | 456,207 | |
2021 | 452,346 | |
2022 | 454,216 | |
2023 | 437,277 | |
Thereafter | 2,407,064 | |
Total | $ 4,672,876 |
REAL ESTATE PROPERTIES HELD F_6
REAL ESTATE PROPERTIES HELD FOR INVESTMENT - Senior Housing - Managed Communities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Real Estate [Line Items] | ||||
Resident fees and services | $ 36,405 | $ 17,403 | $ 89,537 | $ 52,426 |
Ancillary Services | ||||
Real Estate [Line Items] | ||||
Resident fees and services | $ 200 | $ 100 | $ 500 | $ 400 |
IMPAIRMENT OF REAL ESTATE AND_2
IMPAIRMENT OF REAL ESTATE AND DISPOSITIONS (Details) $ in Thousands | Apr. 01, 2019USD ($)facility | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)facility | Sep. 30, 2018USD ($)facility | Sep. 30, 2017USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Real estate impairment | $ 13,966 | $ 0 | $ 119,102 | $ 1,413 | ||
Senior Care Centers Facilities | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of real estate properties impaired | facility | 3 | |||||
Skilled Nursing Transitional Care Facilities And Senior Housing Facilities [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Real estate impairment | $ 23,900 | |||||
Skilled Nursing Transitional Care Facilities | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of real estate properties impaired | facility | 5 | |||||
Senior Housing Facilities | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of real estate properties impaired | facility | 4 | |||||
Senior Housing Facilities | Dispositions | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Real estate impairment | $ 500 | |||||
Number of facilities sold with related impairment | facility | 1 | |||||
Senior Care Centers Sale Facilities | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Real estate impairment | $ 95,200 | |||||
Senior Care Centers Sale Facilities | Senior Care Centers | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of facilities sold | facility | 28 | |||||
Aggregate sale price of facility | $ 282,500 | |||||
2019 Dispositions | Skilled Nursing Transitional Care Facilities And Senior Housing Facilities [Member] | Dispositions | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Aggregate sale price of facility | 315,000 | 315,000 | ||||
Carrying value of assets and liabilities of facility | $ 313,800 | 313,800 | ||||
Net loss on sale | 1,200 | |||||
Net income from facilities | $ 2,800 | $ 22,300 | ||||
2019 Dispositions | Skilled Nursing Transitional Care Facilities | Dispositions | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of facilities sold | facility | 31 | |||||
2019 Dispositions | Senior Housing Facilities | Dispositions | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of facilities sold | facility | 7 | |||||
2018 Dispositions | Skilled Nursing Transitional Care Facilities And Senior Housing Facilities [Member] | Dispositions | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Aggregate sale price of facility | 290,900 | 290,900 | ||||
Carrying value of assets and liabilities of facility | $ 148,500 | 148,500 | ||||
Net loss on sale | 142,400 | |||||
Net income from facilities | $ 12,500 | $ 24,900 | ||||
2018 Dispositions | Skilled Nursing Transitional Care Facilities | Dispositions | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of facilities sold | facility | 36 | |||||
2018 Dispositions | Senior Housing Facilities | Dispositions | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of facilities sold | facility | 4 |
LOANS RECEIVABLE AND OTHER IN_3
LOANS RECEIVABLE AND OTHER INVESTMENTS - Composition of Loans Receivable and Other Investments (Details) $ in Thousands | Sep. 30, 2019USD ($)preferred_equity_investmentInvestmentloan | Dec. 31, 2018USD ($) |
Loans Receivable: | ||
Quantity | loan | 20 | |
Principal balance | $ 68,486 | $ 96,492 |
Book Value | $ 64,608 | 70,718 |
Weighted Average Contractual Interest Rate / Rate of Return | 7.70% | |
Weighted Average Annualized Effective Interest Rate / Rate of Return | 8.00% | |
Loan loss reserve | $ (783) | (1,258) |
Loans receivable, net amount | $ 63,825 | 69,460 |
Other Investments: | ||
Quantity | preferred_equity_investment | 9 | |
Principal Balance | $ 44,005 | 43,851 |
Book Value | $ 44,417 | 44,262 |
Weighted Average Contractual Interest Rate / Rate of Return | 12.00% | |
Weighted Average Annualized Effective Interest Rate / Rate of Return | 12.00% | |
Total Quantity | Investment | 29 | |
Total Principal Balance | $ 112,491 | |
Total Book Value | $ 108,242 | 113,722 |
Total Weighted Average Contractual Interest Rate / Rate of Return | 9.40% | |
Total Weighted Average Annualized Effective Interest Rate / Rate of Return | 9.60% | |
Mortgage | ||
Loans Receivable: | ||
Quantity | loan | 1 | |
Principal balance | $ 19,000 | |
Book Value | $ 19,000 | 18,577 |
Weighted Average Contractual Interest Rate / Rate of Return | 10.00% | |
Weighted Average Annualized Effective Interest Rate / Rate of Return | 10.00% | |
Construction | ||
Loans Receivable: | ||
Quantity | loan | 2 | |
Principal balance | $ 5,884 | |
Book Value | $ 5,935 | 4,629 |
Weighted Average Contractual Interest Rate / Rate of Return | 8.00% | |
Weighted Average Annualized Effective Interest Rate / Rate of Return | 7.70% | |
Mezzanine | ||
Loans Receivable: | ||
Quantity | loan | 0 | |
Principal balance | $ 0 | |
Book Value | $ 0 | 2,188 |
Other | ||
Loans Receivable: | ||
Quantity | loan | 17 | |
Principal balance | $ 43,602 | |
Book Value | $ 39,673 | $ 45,324 |
Weighted Average Contractual Interest Rate / Rate of Return | 6.70% | |
Weighted Average Annualized Effective Interest Rate / Rate of Return | 7.10% |
LOANS RECEIVABLE AND OTHER IN_4
LOANS RECEIVABLE AND OTHER INVESTMENTS - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($)loan | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)loan | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)loan | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Number of loans receivable investments | loan | 20 | 20 | |||
Principal balance | $ 68,486,000 | $ 68,486,000 | $ 96,492,000 | ||
Loan loss reserve | $ 783,000 | $ 783,000 | $ 1,258,000 | ||
Number of loans receivable considered to be impaired | loan | 1 | ||||
Principal balance of impaired loan receivable | $ 1,300,000 | ||||
Number of loans more than 90 days past due still accruing interest | loan | 1 | ||||
Book value of loans more than 90 days past due and still accruing interest | $ 4,300,000 | ||||
Nonperforming Financial Instruments | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Number of loans receivable on nonaccrual status | loan | 2 | 2 | 2 | ||
Book value of loans receivable on nonaccrual status | $ 0 | $ 0 | $ 1,300,000 | ||
Specific Loans | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Loan loss reserve in period | 0 | $ 600,000 | 1,200,000 | $ 600,000 | |
Loan loss reserve | 0 | 0 | 700,000 | ||
Portfolio-Based Loans Receivable | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Increase (decrease) in portfolio-based loan loss reserve | 100,000 | $ 300,000 | 200,000 | $ 600,000 | |
Loan loss reserve | $ 800,000 | $ 800,000 | $ 600,000 | ||
Receivables Acquired with Deteriorated Credit Quality | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Number of loans receivable investments | loan | 6 | 6 | 7 | ||
Principal balance | $ 2,800,000 | $ 2,800,000 | $ 27,700,000 | ||
Book value of loans receivable | $ 1,200,000 | $ 1,200,000 | $ 4,200,000 | ||
Number of loans repaid | loan | 1 |
LOANS RECEIVABLE AND OTHER IN_5
LOANS RECEIVABLE AND OTHER INVESTMENTS - Changes in the Accretable Yield (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield Movement Schedule [Roll Forward] | ||||
Accretable yield, beginning of period | $ 112 | $ 1,081 | $ 449 | $ 2,483 |
Accretion recognized in earnings | (53) | (348) | (357) | (2,477) |
Reduction due to payoff | 0 | 0 | (33) | 0 |
Net reclassification from nonaccretable difference | 0 | 0 | 0 | 727 |
Accretable yield, end of period | $ 59 | $ 733 | $ 59 | $ 733 |
DEBT - Secured Debt (Details)
DEBT - Secured Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Deferred financing costs, net | $ 19,847 | |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Deferred financing costs, net | 1,726 | $ 1,800 |
Secured Debt | Fixed Rate | ||
Debt Instrument [Line Items] | ||
Principal balance | $ 115,370 | $ 117,464 |
Weighted average interest rate | 3.67% |
DEBT - Senior Unsecured Notes (
DEBT - Senior Unsecured Notes (Details) - USD ($) | Sep. 30, 2019 | May 29, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Premium, net | $ 13,188,000 | ||
Deferred financing costs | 19,847,000 | ||
Senior Notes | |||
Debt Instrument [Line Items] | |||
Principal balance | 1,100,000,000 | $ 1,300,000,000 | |
Premium, net | 13,188,000 | 14,500,000 | |
Deferred financing costs | 6,704,000 | 7,100,000 | |
Senior Notes | 5.5% Senior Unsecured Notes due 2021 | |||
Debt Instrument [Line Items] | |||
Principal balance | $ 0 | 500,000,000 | |
Interest rate | 5.50% | ||
Senior Notes | 5.375% Senior Unsecured Notes due 2023 | |||
Debt Instrument [Line Items] | |||
Principal balance | $ 200,000,000 | 200,000,000 | |
Interest rate | 5.375% | ||
Senior Notes | 4.80% Senior Unsecured Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Principal balance | $ 300,000,000 | 0 | |
Interest rate | 4.80% | 4.80% | |
Senior Notes | 5.125% Senior Unsecured Notes due 2026 | |||
Debt Instrument [Line Items] | |||
Principal balance | $ 500,000,000 | 500,000,000 | |
Interest rate | 5.125% | ||
Senior Notes | 5.38% Senior Unsecured Notes due 2027 | |||
Debt Instrument [Line Items] | |||
Principal balance | $ 100,000,000 | $ 100,000,000 | |
Interest rate | 5.38% |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Oct. 27, 2019USD ($) | Oct. 07, 2019USD ($) | Sep. 09, 2019USD ($)extension_option | Jun. 29, 2019USD ($) | May 29, 2019USD ($) | Aug. 17, 2017USD ($) | Sep. 30, 2019USD ($)instrument | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)instrument | Sep. 30, 2018USD ($) | Sep. 09, 2019CAD ($)extension_option | Dec. 31, 2018USD ($) | Aug. 17, 2017CAD ($) | Aug. 10, 2016USD ($)agreement | Aug. 10, 2016CAD ($)agreement | Jun. 10, 2015CAD ($) |
Debt Instrument [Line Items] | ||||||||||||||||
Net proceeds from issuance of senior unsecured notes | $ 297,039,000 | $ 0 | ||||||||||||||
Loss on extinguishment of debt | $ 644,000 | $ 0 | 10,763,000 | 0 | ||||||||||||
Payments made to noteholders and legal fees for early redemption | 6,897,000 | 0 | ||||||||||||||
Amount outstanding under credit facility | 200,000,000 | 200,000,000 | $ 624,000,000 | |||||||||||||
Interest expense | 29,255,000 | 37,305,000 | 99,181,000 | 109,880,000 | ||||||||||||
Non-cash interest expense | 2,500,000 | $ 2,600,000 | 7,800,000 | $ 7,500,000 | ||||||||||||
Accrued interest | 15,100,000 | 15,100,000 | 24,000,000 | |||||||||||||
Prior Credit Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loss on extinguishment of debt | 600,000 | $ 600,000 | ||||||||||||||
Prior Credit Agreement | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Borrowing capacity | $ 1,000,000,000 | |||||||||||||||
Borrowing capacity in certain foreign currencies (up to) | $ 175,000,000 | |||||||||||||||
Number of extension options | extension_option | 2 | 2 | ||||||||||||||
Extension period | 6 months | |||||||||||||||
Prior Credit Agreement | Revolving Credit Facility | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Annum percent unused borrowing fee | 0.125% | |||||||||||||||
Prior Credit Agreement | Revolving Credit Facility | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Annum percent unused borrowing fee | 0.30% | |||||||||||||||
Prior Credit Agreement | Revolving Credit Facility | Prime Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.50% | |||||||||||||||
Prior Credit Agreement | Revolving Credit Facility | Base Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 1.00% | |||||||||||||||
Prior Credit Agreement | Revolving Credit Facility | Base Rate | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.00% | |||||||||||||||
Prior Credit Agreement | Revolving Credit Facility | Base Rate | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.65% | |||||||||||||||
Prior Credit Agreement | Revolving Credit Facility | LIBOR | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.875% | |||||||||||||||
Prior Credit Agreement | Revolving Credit Facility | LIBOR | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 1.65% | |||||||||||||||
Prior Credit Agreement | Line of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Borrowing capacity | $ 2,500,000,000 | |||||||||||||||
Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Borrowing capacity | $ 1,000,000,000 | |||||||||||||||
Borrowing capacity in certain foreign currencies (up to) | $ 175,000,000 | |||||||||||||||
Extension period | 6 months | |||||||||||||||
Amount outstanding under credit facility | 200,000,000 | $ 200,000,000 | ||||||||||||||
Available borrowing capacity | $ 800,000,000 | $ 800,000,000 | ||||||||||||||
Interest rate | 3.17% | 3.17% | ||||||||||||||
Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Annum percent unused borrowing fee | 0.125% | |||||||||||||||
Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Annum percent unused borrowing fee | 0.30% | |||||||||||||||
Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | Base Rate | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.00% | |||||||||||||||
Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | Base Rate | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.45% | |||||||||||||||
Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | LIBOR | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.775% | |||||||||||||||
Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | LIBOR | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 1.45% | |||||||||||||||
Fifth Amended and Restated Credit Agreement | Line of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Borrowing capacity | $ 2,750,000,000 | |||||||||||||||
Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 1,100,000,000 | $ 1,100,000,000 | $ 1,300,000,000 | |||||||||||||
Senior Notes | 5.375% Senior Unsecured Notes due 2023 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 5.375% | 5.375% | ||||||||||||||
Senior Notes | 5.375% Senior Unsecured Notes due 2023 | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount redeemed | $ 200,000,000 | |||||||||||||||
Percentage of principal amount redeemed | 101.792% | |||||||||||||||
Loss on extinguishment of debt | $ 5,600,000 | |||||||||||||||
Payments made to noteholders and legal fees for early redemption | 3,600,000 | |||||||||||||||
Write-offs associated with unamortized deferred financing and premium costs | $ 2,000,000 | |||||||||||||||
Senior Notes | 4.80% Senior Unsecured Notes Due 2024 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 300,000,000 | |||||||||||||||
Net proceeds from issuance of senior unsecured notes | $ 295,300,000 | |||||||||||||||
Interest rate | 4.80% | 4.80% | 4.80% | |||||||||||||
Senior Notes | 4.80% Senior Unsecured Notes Due 2024 | Redemption Period One | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Redemption price percentage | 100.00% | |||||||||||||||
Senior Notes | 4.80% Senior Unsecured Notes Due 2024 | Redemption Period Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Redemption price percentage | 100.00% | |||||||||||||||
Senior Notes | 5.5% Senior Unsecured Notes due 2021 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 5.50% | 5.50% | ||||||||||||||
Aggregate principal amount redeemed | $ 500,000,000 | |||||||||||||||
Percentage of principal amount redeemed | 101.375% | |||||||||||||||
Loss on extinguishment of debt | $ 10,100,000 | |||||||||||||||
Payments made to noteholders and legal fees for early redemption | 6,900,000 | |||||||||||||||
Write-offs associated with unamortized deferred financing and premium costs | $ 3,200,000 | |||||||||||||||
Senior Notes | 3.90% Senior Unsecured Notes due 2029 | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 350,000,000 | |||||||||||||||
Net proceeds from issuance of senior unsecured notes | $ 340,500,000 | |||||||||||||||
Interest rate | 3.90% | |||||||||||||||
Senior Notes | 3.90% Senior Unsecured Notes due 2029 | Subsequent Event | Redemption Period One | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Redemption price percentage | 100.00% | |||||||||||||||
Senior Notes | 3.90% Senior Unsecured Notes due 2029 | Subsequent Event | Redemption Period Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Redemption price percentage | 100.00% | |||||||||||||||
Senior Notes | 5.125% Senior Unsecured Notes due 2026 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 5.125% | 5.125% | ||||||||||||||
Senior Notes | 5.38% Senior Unsecured Notes due 2027 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 5.38% | 5.38% | ||||||||||||||
U.S. Dollar Term Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 245,000,000 | |||||||||||||||
U.S. Dollar Term Loan | Interest Rate Swap | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fixed interest rate under swap | 0.90% | 0.90% | ||||||||||||||
Number of derivative agreements | agreement | 2 | 2 | ||||||||||||||
U.S. Dollar Term Loan | Care Capital Properties | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 600,000,000 | $ 600,000,000 | ||||||||||||||
U.S. Dollar Term Loan | Care Capital Properties | Interest Rate Swap | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fixed interest rate under swap | 1.31% | 1.31% | ||||||||||||||
Number of derivative agreements | instrument | 8 | 8 | ||||||||||||||
U.S. Dollar Term Loan | Prior Credit Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 1,100,000,000 | |||||||||||||||
U.S. Dollar Term Loan | Prior Credit Agreement | Base Rate | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.00% | |||||||||||||||
U.S. Dollar Term Loan | Prior Credit Agreement | Base Rate | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.90% | |||||||||||||||
U.S. Dollar Term Loan | Prior Credit Agreement | LIBOR | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.90% | |||||||||||||||
U.S. Dollar Term Loan | Prior Credit Agreement | LIBOR | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 1.90% | |||||||||||||||
U.S. Dollar Term Loan | Prior Credit Agreement | Redemption Period Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 200,000,000 | |||||||||||||||
U.S. Dollar Term Loan | Fifth Amended and Restated Credit Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 1,100,000,000 | |||||||||||||||
U.S. Dollar Term Loan | Fifth Amended and Restated Credit Agreement | Base Rate | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.00% | |||||||||||||||
U.S. Dollar Term Loan | Fifth Amended and Restated Credit Agreement | Base Rate | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.65% | |||||||||||||||
U.S. Dollar Term Loan | Fifth Amended and Restated Credit Agreement | LIBOR | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.85% | |||||||||||||||
U.S. Dollar Term Loan | Fifth Amended and Restated Credit Agreement | LIBOR | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 1.65% | |||||||||||||||
U.S. Dollar Term Loan | Fifth Amended and Restated Credit Agreement | Redemption Period One | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 250,000,000 | |||||||||||||||
U.S. Dollar Term Loan | Fifth Amended and Restated Credit Agreement | Redemption Period Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 350,000,000 | |||||||||||||||
Canadian Dollar Term Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 35,000,000 | $ 90,000,000 | ||||||||||||||
Fixed interest rate under swap | 1.59% | |||||||||||||||
Canadian Dollar Term Loan | Interest Rate Swap | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fixed interest rate under swap | 0.93% | 0.93% | ||||||||||||||
Number of derivative agreements | agreement | 1 | 1 | ||||||||||||||
Canadian Dollar Term Loan | Prior Credit Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 125,000,000 | |||||||||||||||
Canadian Dollar Term Loan | Prior Credit Agreement | CDOR | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.90% | |||||||||||||||
Canadian Dollar Term Loan | Prior Credit Agreement | CDOR | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 1.90% | |||||||||||||||
Canadian Dollar Term Loan | Fifth Amended and Restated Credit Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 125,000,000 | |||||||||||||||
Canadian Dollar Term Loan | Fifth Amended and Restated Credit Agreement | CDOR | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.85% | |||||||||||||||
Canadian Dollar Term Loan | Fifth Amended and Restated Credit Agreement | CDOR | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 1.65% |
DEBT - Schedule of Maturities f
DEBT - Schedule of Maturities for Outstanding Debt (Details) $ in Thousands | Sep. 09, 2019extension_option | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |||
October 1 through December 31, 2019 | $ 869 | ||
2020 | 3,545 | ||
2021 | 18,573 | ||
2022 | 253,185 | ||
2023 | 753,282 | ||
Thereafter | 1,580,316 | ||
Total Debt | 2,609,770 | ||
Premium, net | 13,188 | ||
Deferred financing costs, net | (19,847) | ||
Total Debt, Net | 2,603,111 | ||
Prior Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Number of extension options | extension_option | 2 | ||
Extension period | 6 months | ||
Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Extension period | 6 months | ||
Secured Indebtedness | |||
Debt Instrument [Line Items] | |||
October 1 through December 31, 2019 | 869 | ||
2020 | 3,545 | ||
2021 | 18,573 | ||
2022 | 3,185 | ||
2023 | 3,282 | ||
Thereafter | 85,916 | ||
Total Debt | 115,370 | ||
Premium, net | 0 | ||
Deferred financing costs, net | (1,726) | $ (1,800) | |
Total Debt, Net | 113,644 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
October 1 through December 31, 2019 | 0 | ||
2020 | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 200,000 | ||
Thereafter | 0 | ||
Total Debt | 200,000 | ||
Premium, net | 0 | ||
Deferred financing costs, net | 0 | ||
Total Debt, Net | 200,000 | ||
Term Loans | |||
Debt Instrument [Line Items] | |||
October 1 through December 31, 2019 | 0 | ||
2020 | 0 | ||
2021 | 0 | ||
2022 | 250,000 | ||
2023 | 350,000 | ||
Thereafter | 594,400 | ||
Total Debt | 1,194,400 | ||
Premium, net | 0 | ||
Deferred financing costs, net | (11,417) | ||
Total Debt, Net | 1,182,983 | ||
Senior Notes | |||
Debt Instrument [Line Items] | |||
October 1 through December 31, 2019 | 0 | ||
2020 | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 200,000 | ||
Thereafter | 900,000 | ||
Total Debt | 1,100,000 | ||
Premium, net | 13,188 | 14,500 | |
Deferred financing costs, net | (6,704) | $ (7,100) | |
Total Debt, Net | $ 1,106,484 |
DERIVATIVE AND HEDGING INSTRU_3
DERIVATIVE AND HEDGING INSTRUMENTS - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May 31, 2019USD ($)derivative | Sep. 30, 2019USD ($)derivative | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)derivative | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Derivative [Line Items] | ||||||
Interest expense | $ 29,255,000 | $ 37,305,000 | $ 99,181,000 | $ 109,880,000 | ||
Fair value of derivatives in a net liability position | 7,478,000 | 7,478,000 | $ 4,529,000 | |||
Forward Starting Interest Rate Swaps | ||||||
Derivative [Line Items] | ||||||
Number of derivative contracts terminated | derivative | 3 | |||||
Payment to counterparties upon termination of derivatives | $ 12,600,000 | |||||
Credit Risk | ||||||
Derivative [Line Items] | ||||||
Fair value of derivatives in a net liability position | 3,600,000 | 3,600,000 | ||||
Termination value | 3,400,000 | 3,400,000 | ||||
Cash Flow Hedges | Interest Rate Swap | ||||||
Derivative [Line Items] | ||||||
Ineffectiveness on cash flow hedges | 0 | 0 | ||||
Ineffectiveness on cash flow hedges | 0 | 0 | ||||
Designated as Hedging Instrument | ||||||
Derivative [Line Items] | ||||||
Fair value of derivatives in a net liability position | $ 101,878,000 | 101,878,000 | $ 96,229,000 | |||
Designated as Hedging Instrument | Cash Flow Hedges | ||||||
Derivative [Line Items] | ||||||
Gains included in accumulated other comprehensive loss which are expected to be reclassified into earnings in the next 12 months | $ 1,400,000 | |||||
Not Designated as Hedging Instrument | Cross Currency Interest Rate Swaps | ||||||
Derivative [Line Items] | ||||||
Number of derivative instruments held | derivative | 1 | 1 | ||||
Fair value of derivative asset | $ 118,000 | $ 118,000 | ||||
Other income related to derivatives | $ 38,000 | $ 31,000 | ||||
Other expense related to derivatives | $ 11,000 | $ 11,000 |
DERIVATIVE AND HEDGING INSTRU_4
DERIVATIVE AND HEDGING INSTRUMENTS - Notional Amount of Derivatives Instruments (Details) $ in Thousands | Jan. 31, 2023USD ($) | Sep. 30, 2019USD ($)derivative | Sep. 30, 2019CAD ($)derivative | Dec. 31, 2018USD ($) | Dec. 31, 2018CAD ($) |
Cross Currency Interest Rate Swaps | Designated as Hedging Instrument | Cash Flow Hedges | |||||
Derivative [Line Items] | |||||
Notional amount | $ 1,490,000,000 | $ 125,000 | $ 1,045,000,000 | $ 125,000 | |
Cross Currency Interest Rate Swaps | Designated as Hedging Instrument | Net Investment Hedges | |||||
Derivative [Line Items] | |||||
Notional amount | $ | 54,676 | 55,401 | |||
Notional amount | $ | $ 125,000 | 125,000 | |||
Cross Currency Interest Rate Swaps | Not Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Number of derivative instruments held | derivative | 1 | 1 | |||
Cross Currency Interest Rate Swaps | Not Designated as Hedging Instrument | Net Investment Hedges | |||||
Derivative [Line Items] | |||||
Notional amount | $ | $ 1,624 | $ 899 | |||
Forward Starting Interest Rate Swaps - Effective August 2020 | Designated as Hedging Instrument | Cash Flow Hedges | |||||
Derivative [Line Items] | |||||
Number of derivative instruments held | derivative | 4 | 4 | |||
Forward Starting Interest Rate Collar - Effective August 2020 | Designated as Hedging Instrument | Cash Flow Hedges | |||||
Derivative [Line Items] | |||||
Number of derivative instruments held | derivative | 1 | 1 | |||
Forward Starting Interest Rate Swaps - Effective January 2021 | Designated as Hedging Instrument | Cash Flow Hedges | |||||
Derivative [Line Items] | |||||
Number of derivative instruments held | derivative | 2 | 2 | |||
Forward Starting Interest Rate Collar - Effective January 2021 | Designated as Hedging Instrument | Cash Flow Hedges | |||||
Derivative [Line Items] | |||||
Number of derivative instruments held | derivative | 1 | 1 | |||
Forward Starting Interest Rate Swaps And Forward Starting Interest Rate Collars [Member] | Designated as Hedging Instrument | Cash Flow Hedges | |||||
Derivative [Line Items] | |||||
Notional amount | $ | $ 645,000,000 | ||||
Forward Starting Interest Rate Swaps And Forward Starting Interest Rate Collars [Member] | Designated as Hedging Instrument | Cash Flow Hedges | Forecast | |||||
Derivative [Line Items] | |||||
Notional amount | $ | $ 845,000,000 |
DERIVATIVE AND HEDGING INSTRU_5
DERIVATIVE AND HEDGING INSTRUMENTS - Derivative and Financial Instruments Designated as Hedging Instruments (Details) $ in Thousands | Sep. 30, 2019USD ($)instrument | Dec. 31, 2018USD ($) |
Assets: | ||
Fair Value | $ 8,684 | $ 29,344 |
Liabilities: | ||
Fair Value | 7,478 | 4,529 |
Designated as Hedging Instrument | ||
Assets: | ||
Fair Value | 8,685 | 29,344 |
Liabilities: | ||
Fair Value | $ 101,878 | 96,229 |
Designated as Hedging Instrument | Interest rate swaps | Cash flow | Accounts receivable, prepaid expenses and other assets, net | ||
Assets: | ||
Count | instrument | 7 | |
Fair Value | $ 4,617 | 25,184 |
Designated as Hedging Instrument | Interest rate swaps | Cash flow | Accounts payable and accrued liabilities | ||
Liabilities: | ||
Count | instrument | 3 | |
Fair Value | $ 367 | 0 |
Designated as Hedging Instrument | Forward starting interest rate swaps | Cash flow | Accounts payable and accrued liabilities | ||
Liabilities: | ||
Count | instrument | 6 | |
Fair Value | $ 6,267 | 4,529 |
Designated as Hedging Instrument | Cross currency interest rate swaps | Net investment | Accounts receivable, prepaid expenses and other assets, net | ||
Assets: | ||
Count | instrument | 2 | |
Fair Value | $ 4,068 | 4,160 |
Designated as Hedging Instrument | Forward starting interest rate collars | Cash flow | Accounts payable and accrued liabilities | ||
Liabilities: | ||
Count | instrument | 2 | |
Fair Value | $ 844 | 0 |
Designated as Hedging Instrument | CAD term loan | Net investment | Term loans, net | ||
Liabilities: | ||
Count | instrument | 1 | |
Fair Value | $ 94,400 | $ 91,700 |
DERIVATIVE AND HEDGING INSTRU_6
DERIVATIVE AND HEDGING INSTRUMENTS - Effect of Derivative Financial Instruments on the Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
(Loss) gain in other comprehensive (loss) income, cash flow hedges and net investment hedges | $ (5,835) | $ 541 | $ (30,636) | $ 19,608 |
Interest rate products | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
(Loss) gain recognized in other comprehensive (loss) income, cash flow hedges | (8,196) | 2,954 | (27,933) | 16,091 |
Interest rate products | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) reclassified from accumulated other comprehensive income into income, cash flow hedges | 1,173 | 1,001 | 4,781 | 1,584 |
Foreign currency products | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
(Loss) gain recognized in other comprehensive (loss) income, net investment hedges | 1,273 | (688) | (3) | 817 |
CAD term loan | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
(Loss) gain recognized in other comprehensive (loss) income, net investment hedges | $ 1,088 | $ (1,725) | $ (2,700) | $ 2,700 |
DERIVATIVE AND HEDGING INSTRU_7
DERIVATIVE AND HEDGING INSTRUMENTS - Gross Presentation, Effects of Offsetting, and Net Presentation of Derivatives (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Offsetting Assets: | ||
Gross amounts of recognized assets | $ 8,684 | $ 29,344 |
Gross amounts offset in the balance sheet, assets | 0 | 0 |
Net amounts of assets presented in the balance sheet | 8,684 | 29,344 |
Financial instruments, assets | (4,106) | (2,069) |
Cash collateral received, assets | 0 | 0 |
Net amount, assets | 4,578 | 27,275 |
Offsetting Liabilities: | ||
Gross amounts of recognized liabilities | 7,478 | 4,529 |
Gross amounts offset in the balance sheet, liabilities | 0 | 0 |
Liabilities presented in the balance sheet | 7,478 | 4,529 |
Financial instruments, liabilities | (4,106) | (2,069) |
Cash collateral received, liabilities | 0 | 0 |
Net amount, liabilities | $ 3,372 | $ 2,460 |
FAIR VALUE DISCLOSURES - Face V
FAIR VALUE DISCLOSURES - Face Values, Carrying Amounts and Fair Values of Financial Instruments (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Financial assets: | ||
Loans receivable | $ 68,486,000 | $ 96,492,000 |
Preferred equity investments | 44,005,000 | 43,851,000 |
Senior Notes | ||
Financial liabilities: | ||
Financial liabilities | 1,100,000,000 | 1,300,000,000 |
Secured Indebtedness | ||
Financial liabilities: | ||
Financial liabilities | 115,370,000 | 117,464,000 |
Carrying Amount | ||
Financial assets: | ||
Loans receivable | 63,825,000 | 69,460,000 |
Preferred equity investments | 44,417,000 | 44,262,000 |
Carrying Amount | Senior Notes | ||
Financial liabilities: | ||
Financial liabilities | 1,106,484,000 | 1,307,394,000 |
Carrying Amount | Secured Indebtedness | ||
Financial liabilities: | ||
Financial liabilities | 113,644,000 | 115,679,000 |
Fair Value | ||
Financial assets: | ||
Loans receivable | 61,008,000 | 65,797,000 |
Preferred equity investments | 44,753,000 | 43,825,000 |
Fair Value | Senior Notes | ||
Financial liabilities: | ||
Financial liabilities | 1,166,203,000 | 1,270,877,000 |
Fair Value | Secured Indebtedness | ||
Financial liabilities: | ||
Financial liabilities | $ 110,579,000 | $ 101,820,000 |
FAIR VALUE DISCLOSURES - Fair V
FAIR VALUE DISCLOSURES - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Total | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | $ 61,008 | $ 65,797 |
Preferred equity investments | 44,753 | 43,825 |
Total | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 1,166,203 | 1,270,877 |
Total | Secured Indebtedness | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 110,579 | $ 101,820 |
Measured on a Recurring Basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 0 | |
Preferred equity investments | 0 | |
Measured on a Recurring Basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Measured on a Recurring Basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Secured Indebtedness | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Measured on a Recurring Basis | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 0 | |
Preferred equity investments | 0 | |
Measured on a Recurring Basis | Significant Other Observable Inputs (Level 2) | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 1,166,203 | |
Measured on a Recurring Basis | Significant Other Observable Inputs (Level 2) | Secured Indebtedness | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Measured on a Recurring Basis | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 61,008 | |
Preferred equity investments | 44,753 | |
Measured on a Recurring Basis | Significant Unobservable Inputs (Level 3) | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Measured on a Recurring Basis | Significant Unobservable Inputs (Level 3) | Secured Indebtedness | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 110,579 | |
Measured on a Recurring Basis | Total | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 61,008 | |
Preferred equity investments | 44,753 | |
Measured on a Recurring Basis | Total | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 1,166,203 | |
Measured on a Recurring Basis | Total | Secured Indebtedness | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | $ 110,579 |
FAIR VALUE DISCLOSURES - Items
FAIR VALUE DISCLOSURES - Items Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 8,684 | $ 29,344 |
Financial liabilities | 7,478 | $ 4,529 |
Measured on a Recurring Basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Financial liabilities | 0 | |
Measured on a Recurring Basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Cross currency interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Measured on a Recurring Basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Forward starting interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Measured on a Recurring Basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Forward starting interest rate collars | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Measured on a Recurring Basis | Significant Other Observable Inputs (Level 2) | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 4,617 | |
Financial liabilities | 367 | |
Measured on a Recurring Basis | Significant Other Observable Inputs (Level 2) | Cross currency interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 4,068 | |
Measured on a Recurring Basis | Significant Other Observable Inputs (Level 2) | Forward starting interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 6,267 | |
Measured on a Recurring Basis | Significant Other Observable Inputs (Level 2) | Forward starting interest rate collars | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 844 | |
Measured on a Recurring Basis | Significant Unobservable Inputs (Level 3) | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Financial liabilities | 0 | |
Measured on a Recurring Basis | Significant Unobservable Inputs (Level 3) | Cross currency interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Measured on a Recurring Basis | Significant Unobservable Inputs (Level 3) | Forward starting interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Measured on a Recurring Basis | Significant Unobservable Inputs (Level 3) | Forward starting interest rate collars | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 0 | |
Measured on a Recurring Basis | Total | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 4,617 | |
Financial liabilities | 367 | |
Measured on a Recurring Basis | Total | Cross currency interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 4,068 | |
Measured on a Recurring Basis | Total | Forward starting interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 6,267 | |
Measured on a Recurring Basis | Total | Forward starting interest rate collars | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | $ 844 |
EQUITY - Preferred Stock (Detai
EQUITY - Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 01, 2018 | Mar. 21, 2013 | Sep. 30, 2018 |
Class of Stock [Line Items] | |||
Shares of preferred stock issued (in shares) | 5,750,000 | ||
Preferred stock dividend rate | 7.125% | ||
Price per share of preferred stock (in dollars per share) | $ 25 | ||
Redemption price (in dollars per share) | $ 25 | ||
Accrued and unpaid dividends (in dollars per share) | 0.4453125 | ||
Total redemption price (in dollars per share) | $ 25.4453125 | ||
Redemption charge related to original issuance costs | $ 5.5 | ||
Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares of preferred stock redeemed (in shares) | 5,750,000 | 5,750,000 |
EQUITY - Common Stock (Details)
EQUITY - Common Stock (Details) - USD ($) | Feb. 25, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 21, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Average price per share (in dollars per share) | $ 25 | ||||
Tax withholding obligations incurred on behalf of employees | $ 1,300,000 | $ 200,000 | |||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued upon vesting (in shares) | 115,572 | ||||
ATM Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate gross proceeds possible from sales of common stock under equity distribution agreement (up to) | $ 500,000,000 | ||||
Commission rate (up to) | 1.50% | ||||
Shares sold under the ATM Program (in shares) | 4,200,000 | 15,300,000 | |||
Sale of stock, average price per share (in dollars per share) | $ 21.82 | $ 20.20 | |||
Gross proceeds from issuance of common stock | $ 91,200,000 | $ 308,500,000 | |||
Payments for stock issuance commissions | 1,300,000 | 4,600,000 | |||
Amount available under ATM Program | $ 191,500,000 | $ 191,500,000 |
EQUITY - Cash Dividends on Comm
EQUITY - Cash Dividends on Common Stock Declared and Paid (Details) - $ / shares | Aug. 07, 2019 | May 08, 2019 | Feb. 05, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Equity [Abstract] | |||||||
Common dividends (in dollars per share) | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 1.35 | $ 1.35 |
EQUITY - Accumulated Other Comp
EQUITY - Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive (loss) income | $ 3,282,417 | $ 3,260,376 | $ 3,254,747 | $ 3,367,258 | $ 3,407,925 | $ 3,437,249 |
Total accumulated other comprehensive (loss) income | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive (loss) income | (19,395) | $ (10,936) | 12,301 | $ 26,357 | $ 24,412 | $ 11,289 |
Foreign currency translation loss | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive (loss) income | (1,269) | (2,193) | ||||
Unrealized (loss) gain on cash flow hedges | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive (loss) income | $ (18,126) | $ 14,494 |
EARNINGS PER COMMON SHARE - Com
EARNINGS PER COMMON SHARE - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator | ||||
Net income attributable to common stockholders | $ 23,282 | $ 35,218 | $ 29,255 | $ 288,708 |
Denominator | ||||
Basic weighted average common shares and common equivalents (in shares) | 190,650,400 | 178,317,769 | 183,578,254 | 178,309,127 |
Dilutive restricted stock units (in shares) | 1,301,989 | 623,444 | 1,120,157 | 420,726 |
Diluted weighted average common shares (in shares) | 191,952,389 | 178,941,213 | 184,698,411 | 178,729,853 |
Net income attributable to common stockholders, per: | ||||
Basic common share (in dollars per share) | $ 0.12 | $ 0.20 | $ 0.16 | $ 1.62 |
Diluted common share (in dollars per share) | $ 0.12 | $ 0.20 | $ 0.16 | $ 1.62 |
EARNINGS PER COMMON SHARE - Nar
EARNINGS PER COMMON SHARE - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities not included in computation of diluted earnings per share (in shares) | 0 | 0 | 430 | 20,500 |
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities not included in computation of diluted earnings per share (in shares) | 0 | 0 | ||
Stock options outstanding (in shares) | 0 | 0 |
SUMMARIZED CONDENSED CONSOLID_3
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Assets | ||||||
Real estate investments, net of accumulated depreciation | $ 5,344,997 | $ 5,853,545 | ||||
Loans receivable and other investments, net | 108,242 | 113,722 | ||||
Investment in unconsolidated joint venture | 324,324 | 340,120 | ||||
Cash and cash equivalents | 29,431 | 50,230 | ||||
Restricted cash | 10,231 | 9,428 | ||||
Lease intangible assets, net | 104,977 | 131,097 | ||||
Accounts receivable, prepaid expenses and other assets, net | 145,801 | 167,161 | ||||
Intercompany | 0 | 0 | ||||
Investment in subsidiaries | 0 | 0 | ||||
Total assets | 6,068,003 | 6,665,303 | ||||
Liabilities | ||||||
Secured debt, net | 113,644 | 115,679 | ||||
Revolving credit facility | 200,000 | 624,000 | ||||
Term loans, net | 1,182,983 | 1,184,930 | ||||
Senior unsecured notes, net | 1,106,484 | 1,307,394 | ||||
Accounts payable and accrued liabilities | 109,401 | 94,827 | ||||
Lease intangible liabilities, net | 73,074 | 83,726 | ||||
Intercompany | 0 | 0 | ||||
Total liabilities | 2,785,586 | 3,410,556 | ||||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 3,282,417 | 3,250,414 | ||||
Noncontrolling interests | 0 | 4,333 | ||||
Total equity | 3,282,417 | $ 3,260,376 | 3,254,747 | $ 3,367,258 | $ 3,407,925 | $ 3,437,249 |
Total liabilities and equity | 6,068,003 | 6,665,303 | ||||
Elimination | ||||||
Assets | ||||||
Real estate investments, net of accumulated depreciation | 0 | 0 | ||||
Loans receivable and other investments, net | 0 | 0 | ||||
Investment in unconsolidated joint venture | 0 | 0 | ||||
Cash and cash equivalents | 0 | 0 | ||||
Restricted cash | 0 | 0 | ||||
Lease intangible assets, net | 0 | 0 | ||||
Accounts receivable, prepaid expenses and other assets, net | (7,545) | (11,019) | ||||
Intercompany | (3,938,992) | (4,618,728) | ||||
Investment in subsidiaries | (3,080,284) | (2,921,593) | ||||
Total assets | (7,026,821) | (7,551,340) | ||||
Liabilities | ||||||
Secured debt, net | 0 | 0 | ||||
Revolving credit facility | 0 | 0 | ||||
Term loans, net | 0 | 0 | ||||
Senior unsecured notes, net | 0 | 0 | ||||
Accounts payable and accrued liabilities | (7,545) | (11,019) | ||||
Lease intangible liabilities, net | 0 | 0 | ||||
Intercompany | (3,938,992) | (4,618,728) | ||||
Total liabilities | (3,946,537) | (4,629,747) | ||||
Total Sabra Health Care REIT, Inc. stockholders’ equity | (2,921,593) | |||||
Noncontrolling interests | 0 | |||||
Total equity | (3,080,284) | (2,921,593) | ||||
Total liabilities and equity | (7,026,821) | (7,551,340) | ||||
Parent Company | Reportable Legal Entities | ||||||
Assets | ||||||
Real estate investments, net of accumulated depreciation | 390 | 317 | ||||
Loans receivable and other investments, net | (783) | (560) | ||||
Investment in unconsolidated joint venture | 0 | 0 | ||||
Cash and cash equivalents | 21,369 | 40,835 | ||||
Restricted cash | 0 | 0 | ||||
Lease intangible assets, net | 0 | 0 | ||||
Accounts receivable, prepaid expenses and other assets, net | 3,693 | 798 | ||||
Intercompany | 1,992,202 | 1,972,059 | ||||
Investment in subsidiaries | 1,298,119 | 1,258,715 | ||||
Total assets | 3,314,990 | 3,272,164 | ||||
Liabilities | ||||||
Secured debt, net | 0 | 0 | ||||
Revolving credit facility | 0 | 0 | ||||
Term loans, net | 0 | 0 | ||||
Senior unsecured notes, net | 0 | 0 | ||||
Accounts payable and accrued liabilities | 32,573 | 21,750 | ||||
Lease intangible liabilities, net | 0 | 0 | ||||
Intercompany | 0 | 0 | ||||
Total liabilities | 32,573 | 21,750 | ||||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 3,250,414 | |||||
Noncontrolling interests | 0 | |||||
Total equity | 3,282,417 | 3,250,414 | ||||
Total liabilities and equity | 3,314,990 | 3,272,164 | ||||
Operating Partnership | Reportable Legal Entities | ||||||
Assets | ||||||
Real estate investments, net of accumulated depreciation | 0 | 0 | ||||
Loans receivable and other investments, net | 0 | 0 | ||||
Investment in unconsolidated joint venture | 0 | 0 | ||||
Cash and cash equivalents | 0 | 0 | ||||
Restricted cash | 0 | 0 | ||||
Lease intangible assets, net | 0 | 0 | ||||
Accounts receivable, prepaid expenses and other assets, net | 21,559 | 37,075 | ||||
Intercompany | 1,946,790 | 2,646,669 | ||||
Investment in subsidiaries | 1,748,807 | 1,629,795 | ||||
Total assets | 3,717,156 | 4,313,539 | ||||
Liabilities | ||||||
Secured debt, net | 0 | 0 | ||||
Revolving credit facility | 200,000 | 624,000 | ||||
Term loans, net | 1,089,805 | 1,094,177 | ||||
Senior unsecured notes, net | 1,106,484 | 1,307,394 | ||||
Accounts payable and accrued liabilities | 22,748 | 29,253 | ||||
Lease intangible liabilities, net | 0 | 0 | ||||
Intercompany | 0 | 0 | ||||
Total liabilities | 2,419,037 | 3,054,824 | ||||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 1,258,715 | |||||
Noncontrolling interests | 0 | |||||
Total equity | 1,298,119 | 1,258,715 | ||||
Total liabilities and equity | 3,717,156 | 4,313,539 | ||||
Sabra Capital Corporation | Reportable Legal Entities | ||||||
Assets | ||||||
Real estate investments, net of accumulated depreciation | 0 | 0 | ||||
Loans receivable and other investments, net | 0 | 0 | ||||
Investment in unconsolidated joint venture | 0 | 0 | ||||
Cash and cash equivalents | 0 | 0 | ||||
Restricted cash | 0 | 0 | ||||
Lease intangible assets, net | 0 | 0 | ||||
Accounts receivable, prepaid expenses and other assets, net | 0 | 0 | ||||
Intercompany | 0 | 0 | ||||
Investment in subsidiaries | 0 | 0 | ||||
Total assets | 0 | 0 | ||||
Liabilities | ||||||
Secured debt, net | 0 | 0 | ||||
Revolving credit facility | 0 | 0 | ||||
Term loans, net | 0 | 0 | ||||
Senior unsecured notes, net | 0 | 0 | ||||
Accounts payable and accrued liabilities | 0 | 0 | ||||
Lease intangible liabilities, net | 0 | 0 | ||||
Intercompany | 0 | 0 | ||||
Total liabilities | 0 | 0 | ||||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 0 | |||||
Noncontrolling interests | 0 | |||||
Total equity | 0 | 0 | ||||
Total liabilities and equity | 0 | 0 | ||||
Combined Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Assets | ||||||
Real estate investments, net of accumulated depreciation | 1,417,907 | 1,453,451 | ||||
Loans receivable and other investments, net | 55,935 | 50,534 | ||||
Investment in unconsolidated joint venture | 0 | 0 | ||||
Cash and cash equivalents | 2,607 | 3,508 | ||||
Restricted cash | 1,860 | 1,820 | ||||
Lease intangible assets, net | 9,029 | 13,947 | ||||
Accounts receivable, prepaid expenses and other assets, net | 27,396 | 58,704 | ||||
Intercompany | 0 | 0 | ||||
Investment in subsidiaries | 33,358 | 33,083 | ||||
Total assets | 1,548,092 | 1,615,047 | ||||
Liabilities | ||||||
Secured debt, net | 0 | 0 | ||||
Revolving credit facility | 0 | 0 | ||||
Term loans, net | 93,178 | 90,753 | ||||
Senior unsecured notes, net | 0 | 0 | ||||
Accounts payable and accrued liabilities | 2,182 | 2,570 | ||||
Lease intangible liabilities, net | 0 | 0 | ||||
Intercompany | 659,890 | 810,394 | ||||
Total liabilities | 755,250 | 903,717 | ||||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 711,330 | |||||
Noncontrolling interests | 0 | |||||
Total equity | 792,842 | 711,330 | ||||
Total liabilities and equity | 1,548,092 | 1,615,047 | ||||
Combined Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||||
Assets | ||||||
Real estate investments, net of accumulated depreciation | 3,926,700 | 4,399,777 | ||||
Loans receivable and other investments, net | 53,090 | 63,748 | ||||
Investment in unconsolidated joint venture | 324,324 | 340,120 | ||||
Cash and cash equivalents | 5,455 | 5,887 | ||||
Restricted cash | 8,371 | 7,608 | ||||
Lease intangible assets, net | 95,948 | 117,150 | ||||
Accounts receivable, prepaid expenses and other assets, net | 100,698 | 81,603 | ||||
Intercompany | 0 | 0 | ||||
Investment in subsidiaries | 0 | 0 | ||||
Total assets | 4,514,586 | 5,015,893 | ||||
Liabilities | ||||||
Secured debt, net | 113,644 | 115,679 | ||||
Revolving credit facility | 0 | 0 | ||||
Term loans, net | 0 | 0 | ||||
Senior unsecured notes, net | 0 | 0 | ||||
Accounts payable and accrued liabilities | 59,443 | 52,273 | ||||
Lease intangible liabilities, net | 73,074 | 83,726 | ||||
Intercompany | 3,279,102 | 3,808,334 | ||||
Total liabilities | 3,525,263 | 4,060,012 | ||||
Total Sabra Health Care REIT, Inc. stockholders’ equity | 951,548 | |||||
Noncontrolling interests | 4,333 | |||||
Total equity | 989,323 | 955,881 | ||||
Total liabilities and equity | $ 4,514,586 | $ 5,015,893 |
SUMMARIZED CONDENSED CONSOLID_4
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - Condensed Consolidating Statement of Income (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | ||||
Rental and related revenues | $ 110,104 | $ 130,467 | $ 339,291 | $ 418,951 |
Interest and other income | 3,325 | 3,932 | 77,145 | 12,823 |
Resident fees and services | 36,405 | 17,403 | 89,537 | 52,426 |
Total revenues | 149,834 | 151,802 | 505,973 | 484,200 |
Expenses: | ||||
Depreciation and amortization | 43,092 | 48,468 | 137,517 | 143,301 |
Interest | 29,255 | 37,305 | 99,181 | 109,880 |
General and administrative | 8,709 | 8,173 | 24,952 | 25,753 |
Provision for doubtful accounts, straight-line rental income and loan losses | 57 | 8,910 | 1,457 | 9,449 |
Impairment of real estate | 13,966 | 0 | 119,102 | 1,413 |
Total expenses | 124,669 | 115,467 | 459,607 | 326,830 |
Other (expense) income: | ||||
Loss on extinguishment of debt | (644) | 0 | (10,763) | 0 |
Other income (expense) | 215 | 1,336 | 385 | 4,156 |
Net (loss) gain on sales of real estate | (19) | 14 | 1,216 | 142,445 |
Total other income (expense) | (448) | 1,350 | (9,162) | 146,601 |
Income in subsidiary | 0 | 0 | 0 | 0 |
Income before loss from unconsolidated joint venture and income tax expense | 24,717 | 37,685 | 37,204 | 303,971 |
Loss from unconsolidated joint venture | (605) | (1,725) | (5,635) | (3,626) |
Income tax expense | (826) | (732) | (2,292) | (1,847) |
Net income | 23,286 | 35,228 | 29,277 | 298,498 |
Net income attributable to noncontrolling interests | (4) | (10) | (22) | (22) |
Net income attributable to Sabra Health Care REIT, Inc. | 23,282 | 35,218 | 29,255 | 298,476 |
Preferred stock dividends | 0 | 0 | 0 | (9,768) |
Net income attributable to common stockholders | $ 23,282 | $ 35,218 | $ 29,255 | $ 288,708 |
Net income attributable to common stockholders, per: | ||||
Basic common share (in dollars per share) | $ 0.12 | $ 0.20 | $ 0.16 | $ 1.62 |
Diluted common share (in dollars per share) | $ 0.12 | $ 0.20 | $ 0.16 | $ 1.62 |
Weighted-average number of common shares outstanding, basic (in shares) | 190,650,400 | 178,317,769 | 183,578,254 | 178,309,127 |
Weighted-average number of common shares outstanding, diluted (in shares) | 191,952,389 | 178,941,213 | 184,698,411 | 178,729,853 |
Triple-Net Portfolio | ||||
Expenses: | ||||
Operating expenses | $ 5,611 | $ 0 | $ 17,140 | $ 0 |
Senior Housing - Managed | ||||
Expenses: | ||||
Operating expenses | 23,979 | 12,611 | 60,258 | 37,034 |
Elimination | ||||
Revenues: | ||||
Rental and related revenues | (9,445) | (4,303) | (23,191) | (12,856) |
Interest and other income | (1,864) | (95) | (3,855) | (303) |
Resident fees and services | 0 | 0 | 0 | 0 |
Total revenues | (11,309) | (4,398) | (27,046) | (13,159) |
Expenses: | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 |
Interest | (1,864) | (95) | (3,855) | (303) |
General and administrative | 0 | 0 | 0 | 0 |
Provision for doubtful accounts, straight-line rental income and loan losses | 0 | 0 | 0 | 0 |
Impairment of real estate | 0 | 0 | 0 | |
Total expenses | (11,309) | (4,398) | (27,046) | (13,159) |
Other (expense) income: | ||||
Loss on extinguishment of debt | 0 | 0 | ||
Other income (expense) | 0 | 0 | 0 | 0 |
Net (loss) gain on sales of real estate | 0 | 0 | 0 | 0 |
Total other income (expense) | 0 | 0 | 0 | 0 |
Income in subsidiary | (91,360) | (118,322) | (212,664) | (745,214) |
Income before loss from unconsolidated joint venture and income tax expense | (91,360) | (118,322) | (212,664) | (745,214) |
Loss from unconsolidated joint venture | 0 | 0 | 0 | 0 |
Income tax expense | 0 | 0 | 0 | 0 |
Net income | (91,360) | (118,322) | (212,664) | (745,214) |
Net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to Sabra Health Care REIT, Inc. | (745,214) | |||
Preferred stock dividends | 0 | |||
Net income attributable to common stockholders | (91,360) | (118,322) | (212,664) | (745,214) |
Elimination | Triple-Net Portfolio | ||||
Expenses: | ||||
Operating expenses | 0 | 0 | ||
Elimination | Senior Housing - Managed | ||||
Expenses: | ||||
Operating expenses | (9,445) | (4,303) | (23,191) | (12,856) |
Parent Company | Reportable Legal Entities | ||||
Revenues: | ||||
Rental and related revenues | 0 | 0 | 0 | 0 |
Interest and other income | 47 | 33 | 167 | 83 |
Resident fees and services | 0 | 0 | 0 | 0 |
Total revenues | 47 | 33 | 167 | 83 |
Expenses: | ||||
Depreciation and amortization | 11 | 221 | 35 | 665 |
Interest | 0 | 0 | 0 | 0 |
General and administrative | 8,010 | 7,084 | 23,247 | 21,363 |
Provision for doubtful accounts, straight-line rental income and loan losses | 57 | (1,699) | 223 | 793 |
Impairment of real estate | 0 | 0 | 0 | |
Total expenses | 8,078 | 5,606 | 23,505 | 22,821 |
Other (expense) income: | ||||
Loss on extinguishment of debt | (598) | (598) | ||
Other income (expense) | 0 | 0 | 0 | 1,977 |
Net (loss) gain on sales of real estate | 0 | 0 | 0 | 0 |
Total other income (expense) | (598) | 0 | (598) | 1,977 |
Income in subsidiary | 32,182 | 41,283 | 53,810 | 320,082 |
Income before loss from unconsolidated joint venture and income tax expense | 23,553 | 35,710 | 29,874 | 299,321 |
Loss from unconsolidated joint venture | 0 | 0 | 0 | 0 |
Income tax expense | (271) | (492) | (619) | (845) |
Net income | 23,282 | 35,218 | 29,255 | 298,476 |
Net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to Sabra Health Care REIT, Inc. | 298,476 | |||
Preferred stock dividends | (9,768) | |||
Net income attributable to common stockholders | 23,282 | 35,218 | 29,255 | 288,708 |
Parent Company | Reportable Legal Entities | Triple-Net Portfolio | ||||
Expenses: | ||||
Operating expenses | 0 | 0 | ||
Parent Company | Reportable Legal Entities | Senior Housing - Managed | ||||
Expenses: | ||||
Operating expenses | 0 | 0 | 0 | 0 |
Operating Partnership | Reportable Legal Entities | ||||
Revenues: | ||||
Rental and related revenues | 0 | 0 | 0 | 0 |
Interest and other income | 1,863 | 95 | 3,855 | 303 |
Resident fees and services | 0 | 0 | 0 | 0 |
Total revenues | 1,863 | 95 | 3,855 | 303 |
Expenses: | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 |
Interest | 27,275 | 33,892 | 93,165 | 99,873 |
General and administrative | 91 | 24 | 153 | 52 |
Provision for doubtful accounts, straight-line rental income and loan losses | 0 | 0 | 0 | 0 |
Impairment of real estate | 0 | 0 | 0 | |
Total expenses | 27,366 | 33,916 | 93,318 | 99,925 |
Other (expense) income: | ||||
Loss on extinguishment of debt | (2) | (10,121) | ||
Other income (expense) | 205 | (11) | (403) | 222 |
Net (loss) gain on sales of real estate | 0 | 0 | 0 | 0 |
Total other income (expense) | 203 | (11) | (10,524) | 222 |
Income in subsidiary | 57,482 | 75,115 | 153,798 | 419,483 |
Income before loss from unconsolidated joint venture and income tax expense | 32,182 | 41,283 | 53,811 | 320,083 |
Loss from unconsolidated joint venture | 0 | 0 | 0 | 0 |
Income tax expense | 0 | 0 | (1) | (1) |
Net income | 32,182 | 41,283 | 53,810 | 320,082 |
Net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to Sabra Health Care REIT, Inc. | 320,082 | |||
Preferred stock dividends | 0 | |||
Net income attributable to common stockholders | 32,182 | 41,283 | 53,810 | 320,082 |
Operating Partnership | Reportable Legal Entities | Triple-Net Portfolio | ||||
Expenses: | ||||
Operating expenses | 0 | 0 | ||
Operating Partnership | Reportable Legal Entities | Senior Housing - Managed | ||||
Expenses: | ||||
Operating expenses | 0 | 0 | 0 | 0 |
Sabra Capital Corporation | Reportable Legal Entities | ||||
Revenues: | ||||
Rental and related revenues | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Resident fees and services | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Expenses: | ||||
Depreciation and amortization | 0 | 0 | 0 | 0 |
Interest | 0 | 0 | 0 | 0 |
General and administrative | 0 | 0 | 0 | 0 |
Provision for doubtful accounts, straight-line rental income and loan losses | 0 | 0 | 0 | 0 |
Impairment of real estate | 0 | 0 | 0 | |
Total expenses | 0 | 0 | 0 | 0 |
Other (expense) income: | ||||
Loss on extinguishment of debt | 0 | 0 | ||
Other income (expense) | 0 | 0 | 0 | 0 |
Net (loss) gain on sales of real estate | 0 | 0 | 0 | 0 |
Total other income (expense) | 0 | 0 | 0 | 0 |
Income in subsidiary | 0 | 0 | 0 | 0 |
Income before loss from unconsolidated joint venture and income tax expense | 0 | 0 | 0 | 0 |
Loss from unconsolidated joint venture | 0 | 0 | 0 | 0 |
Income tax expense | 0 | 0 | 0 | 0 |
Net income | 0 | 0 | 0 | 0 |
Net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to Sabra Health Care REIT, Inc. | 0 | |||
Preferred stock dividends | 0 | |||
Net income attributable to common stockholders | 0 | 0 | 0 | 0 |
Sabra Capital Corporation | Reportable Legal Entities | Triple-Net Portfolio | ||||
Expenses: | ||||
Operating expenses | 0 | 0 | ||
Sabra Capital Corporation | Reportable Legal Entities | Senior Housing - Managed | ||||
Expenses: | ||||
Operating expenses | 0 | 0 | 0 | 0 |
Combined Guarantor Subsidiaries | Reportable Legal Entities | ||||
Revenues: | ||||
Rental and related revenues | 24,947 | 35,204 | 84,344 | 106,773 |
Interest and other income | 1,355 | 1,434 | 70,784 | 3,847 |
Resident fees and services | 0 | 0 | 0 | 0 |
Total revenues | 26,302 | 36,638 | 155,128 | 110,620 |
Expenses: | ||||
Depreciation and amortization | 11,692 | 12,634 | 38,934 | 36,765 |
Interest | 2,665 | 846 | 6,234 | 2,446 |
General and administrative | 274 | 636 | 550 | 1,419 |
Provision for doubtful accounts, straight-line rental income and loan losses | 0 | 4,315 | 0 | 2,359 |
Impairment of real estate | 10,835 | 10,835 | 1,413 | |
Total expenses | 26,123 | 18,431 | 58,380 | 44,402 |
Other (expense) income: | ||||
Loss on extinguishment of debt | (44) | (44) | ||
Other income (expense) | (167) | (70) | 434 | 308 |
Net (loss) gain on sales of real estate | 0 | (1,136) | (179) | 40,384 |
Total other income (expense) | (211) | (1,206) | 211 | 40,692 |
Income in subsidiary | 1,696 | 1,924 | 5,056 | 5,649 |
Income before loss from unconsolidated joint venture and income tax expense | 1,664 | 18,925 | 102,015 | 112,559 |
Loss from unconsolidated joint venture | 0 | 0 | 0 | 0 |
Income tax expense | (133) | (200) | (780) | (742) |
Net income | 1,531 | 18,725 | 101,235 | 111,817 |
Net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to Sabra Health Care REIT, Inc. | 111,817 | |||
Preferred stock dividends | 0 | |||
Net income attributable to common stockholders | 1,531 | 18,725 | 101,235 | 111,817 |
Combined Guarantor Subsidiaries | Reportable Legal Entities | Triple-Net Portfolio | ||||
Expenses: | ||||
Operating expenses | 657 | 1,827 | ||
Combined Guarantor Subsidiaries | Reportable Legal Entities | Senior Housing - Managed | ||||
Expenses: | ||||
Operating expenses | 0 | 0 | 0 | 0 |
Combined Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Revenues: | ||||
Rental and related revenues | 94,602 | 99,566 | 278,138 | 325,034 |
Interest and other income | 1,924 | 2,465 | 6,194 | 8,893 |
Resident fees and services | 36,405 | 17,403 | 89,537 | 52,426 |
Total revenues | 132,931 | 119,434 | 373,869 | 386,353 |
Expenses: | ||||
Depreciation and amortization | 31,389 | 35,613 | 98,548 | 105,871 |
Interest | 1,179 | 2,662 | 3,637 | 7,864 |
General and administrative | 334 | 429 | 1,002 | 2,919 |
Provision for doubtful accounts, straight-line rental income and loan losses | 0 | 6,294 | 1,234 | 6,297 |
Impairment of real estate | 3,131 | 108,267 | 0 | |
Total expenses | 74,411 | 61,912 | 311,450 | 172,841 |
Other (expense) income: | ||||
Loss on extinguishment of debt | 0 | 0 | ||
Other income (expense) | 177 | 1,417 | 354 | 1,649 |
Net (loss) gain on sales of real estate | (19) | 1,150 | 1,395 | 102,061 |
Total other income (expense) | 158 | 2,567 | 1,749 | 103,710 |
Income in subsidiary | 0 | 0 | 0 | 0 |
Income before loss from unconsolidated joint venture and income tax expense | 58,678 | 60,089 | 64,168 | 317,222 |
Loss from unconsolidated joint venture | (605) | (1,725) | (5,635) | (3,626) |
Income tax expense | (422) | (40) | (892) | (259) |
Net income | 57,651 | 58,324 | 57,641 | 313,337 |
Net income attributable to noncontrolling interests | (4) | (10) | (22) | (22) |
Net income attributable to Sabra Health Care REIT, Inc. | 313,315 | |||
Preferred stock dividends | 0 | |||
Net income attributable to common stockholders | 57,647 | 58,314 | 57,619 | 313,315 |
Combined Non-Guarantor Subsidiaries | Reportable Legal Entities | Triple-Net Portfolio | ||||
Expenses: | ||||
Operating expenses | 4,954 | 15,313 | ||
Combined Non-Guarantor Subsidiaries | Reportable Legal Entities | Senior Housing - Managed | ||||
Expenses: | ||||
Operating expenses | $ 33,424 | $ 16,914 | $ 83,449 | $ 49,890 |
SUMMARIZED CONDENSED CONSOLID_5
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - Condensed Consolidating Statement of Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | $ 23,286 | $ 35,228 | $ 29,277 | $ 298,498 |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation gain (loss) | 917 | (65) | 924 | (178) |
Unrealized (loss) gain on cash flow hedges | (9,376) | 2,010 | (32,620) | 15,246 |
Total other comprehensive (loss) income | (8,459) | 1,945 | (31,696) | 15,068 |
Comprehensive income | 14,827 | 37,173 | (2,419) | 313,566 |
Comprehensive income attributable to noncontrolling interest | (4) | (10) | (22) | (22) |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | 14,823 | 37,163 | (2,441) | 313,544 |
Elimination | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | (91,360) | (118,322) | (212,664) | (745,214) |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation gain (loss) | 0 | 0 | 0 | 0 |
Unrealized (loss) gain on cash flow hedges | 0 | 0 | 0 | 0 |
Total other comprehensive (loss) income | 0 | 0 | 0 | 0 |
Comprehensive income | (91,360) | (118,322) | (212,664) | (745,214) |
Comprehensive income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | (91,360) | (118,322) | (212,664) | (745,214) |
Parent Company | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 23,282 | 35,218 | 29,255 | 298,476 |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation gain (loss) | 0 | 0 | 0 | 0 |
Unrealized (loss) gain on cash flow hedges | 0 | 0 | 0 | 0 |
Total other comprehensive (loss) income | 0 | 0 | 0 | 0 |
Comprehensive income | 23,282 | 35,218 | 29,255 | 298,476 |
Comprehensive income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | 23,282 | 35,218 | 29,255 | 298,476 |
Operating Partnership | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 32,182 | 41,283 | 53,810 | 320,082 |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation gain (loss) | 1,403 | (857) | (298) | 1,048 |
Unrealized (loss) gain on cash flow hedges | (9,375) | 2,000 | (32,669) | 15,238 |
Total other comprehensive (loss) income | (7,972) | 1,143 | (32,967) | 16,286 |
Comprehensive income | 24,210 | 42,426 | 20,843 | 336,368 |
Comprehensive income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | 24,210 | 42,426 | 20,843 | 336,368 |
Sabra Capital Corporation | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 0 | 0 | 0 | 0 |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation gain (loss) | 0 | 0 | 0 | 0 |
Unrealized (loss) gain on cash flow hedges | 0 | 0 | 0 | 0 |
Total other comprehensive (loss) income | 0 | 0 | 0 | 0 |
Comprehensive income | 0 | 0 | 0 | 0 |
Comprehensive income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | 0 | 0 | 0 | 0 |
Combined Guarantor Subsidiaries | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 1,531 | 18,725 | 101,235 | 111,817 |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation gain (loss) | (206) | 610 | 1,101 | (926) |
Unrealized (loss) gain on cash flow hedges | (1) | 10 | 49 | 8 |
Total other comprehensive (loss) income | (207) | 620 | 1,150 | (918) |
Comprehensive income | 1,324 | 19,345 | 102,385 | 110,899 |
Comprehensive income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | 1,324 | 19,345 | 102,385 | 110,899 |
Combined Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 57,651 | 58,324 | 57,641 | 313,337 |
Unrealized gain (loss), net of tax: | ||||
Foreign currency translation gain (loss) | (280) | 182 | 121 | (300) |
Unrealized (loss) gain on cash flow hedges | 0 | 0 | 0 | 0 |
Total other comprehensive (loss) income | (280) | 182 | 121 | (300) |
Comprehensive income | 57,371 | 58,506 | 57,762 | 313,037 |
Comprehensive income attributable to noncontrolling interest | (4) | (10) | (22) | (22) |
Comprehensive income attributable to Sabra Health Care REIT, Inc. | $ 57,367 | $ 58,496 | $ 57,740 | $ 313,015 |
SUMMARIZED CONDENSED CONSOLID_6
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $ 276,981 | $ 283,024 |
Cash flows from investing activities: | ||
Acquisition of real estate | (14,977) | (239,001) |
Origination and fundings of loans receivable | (9,441) | (41,448) |
Origination and fundings of preferred equity investments | 0 | (5,285) |
Additions to real estate | (15,985) | (21,695) |
Repayments of loans receivable | 13,761 | 48,282 |
Repayments of preferred equity investments | 3,672 | 6,491 |
Investment in unconsolidated joint venture | 0 | (354,461) |
Net proceeds from the sales of real estate | 321,715 | 290,864 |
Buyout of noncontrolling interests | (200) | 0 |
Distribution from subsidiaries | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash provided by (used in) investing activities | 298,545 | (316,253) |
Cash flows from financing activities: | ||
Net repayments of revolving credit facility | (424,000) | (22,000) |
Proceeds from issuance of senior unsecured notes | 297,039 | 0 |
Principal payments on senior unsecured notes | (500,000) | 0 |
Principal payments on secured debt | (2,566) | (3,202) |
Payments of deferred financing costs | (14,001) | (12) |
Payments related to extinguishment of debt | (6,897) | 0 |
Distributions to noncontrolling interests | (116) | (107) |
Preferred stock redemption | 0 | (143,750) |
Issuance of common stock, net | 302,030 | (499) |
Dividends paid on common and preferred stock | (247,222) | (244,978) |
Distribution to parent | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash used in financing activities | (595,733) | (414,548) |
Net decrease in cash, cash equivalents and restricted cash | (20,207) | (447,777) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 211 | (156) |
Cash, cash equivalents and restricted cash, beginning of period | 59,658 | 587,449 |
Cash, cash equivalents and restricted cash, end of period | 39,662 | 139,516 |
Elimination | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Acquisition of real estate | 0 | 0 |
Origination and fundings of loans receivable | 0 | 0 |
Origination and fundings of preferred equity investments | 0 | |
Additions to real estate | 0 | 0 |
Repayments of loans receivable | 0 | 0 |
Repayments of preferred equity investments | 0 | 0 |
Investment in unconsolidated joint venture | 0 | |
Net proceeds from the sales of real estate | 0 | 0 |
Buyout of noncontrolling interests | 0 | |
Distribution from subsidiaries | (10,278) | (10,842) |
Intercompany financing | 45,771 | 717,452 |
Net cash provided by (used in) investing activities | 35,493 | 706,610 |
Cash flows from financing activities: | ||
Net repayments of revolving credit facility | 0 | 0 |
Proceeds from issuance of senior unsecured notes | 0 | |
Principal payments on senior unsecured notes | 0 | |
Principal payments on secured debt | 0 | 0 |
Payments of deferred financing costs | 0 | 0 |
Payments related to extinguishment of debt | 0 | |
Distributions to noncontrolling interests | 0 | 0 |
Preferred stock redemption | 0 | |
Issuance of common stock, net | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Distribution to parent | 10,278 | 10,842 |
Intercompany financing | (45,771) | (717,452) |
Net cash used in financing activities | (35,493) | (706,610) |
Net decrease in cash, cash equivalents and restricted cash | 0 | 0 |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | 0 | 0 |
Parent Company | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 267,509 | 271,511 |
Cash flows from investing activities: | ||
Acquisition of real estate | 0 | 0 |
Origination and fundings of loans receivable | 0 | 0 |
Origination and fundings of preferred equity investments | 0 | |
Additions to real estate | (107) | (40) |
Repayments of loans receivable | 0 | 0 |
Repayments of preferred equity investments | 0 | 0 |
Investment in unconsolidated joint venture | 0 | |
Net proceeds from the sales of real estate | 0 | 0 |
Buyout of noncontrolling interests | 0 | |
Distribution from subsidiaries | 5,139 | 5,421 |
Intercompany financing | (346,815) | (369,732) |
Net cash provided by (used in) investing activities | (341,783) | (364,351) |
Cash flows from financing activities: | ||
Net repayments of revolving credit facility | 0 | 0 |
Proceeds from issuance of senior unsecured notes | 0 | |
Principal payments on senior unsecured notes | 0 | |
Principal payments on secured debt | 0 | 0 |
Payments of deferred financing costs | 0 | 0 |
Payments related to extinguishment of debt | 0 | |
Distributions to noncontrolling interests | 0 | 0 |
Preferred stock redemption | (143,750) | |
Issuance of common stock, net | 302,030 | (499) |
Dividends paid on common and preferred stock | (247,222) | (244,978) |
Distribution to parent | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash used in financing activities | 54,808 | (389,227) |
Net decrease in cash, cash equivalents and restricted cash | (19,466) | (482,067) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 40,835 | 511,670 |
Cash, cash equivalents and restricted cash, end of period | 21,369 | 29,603 |
Operating Partnership | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Acquisition of real estate | 0 | 0 |
Origination and fundings of loans receivable | 0 | 0 |
Origination and fundings of preferred equity investments | 0 | |
Additions to real estate | 0 | 0 |
Repayments of loans receivable | 0 | 0 |
Repayments of preferred equity investments | 0 | 0 |
Investment in unconsolidated joint venture | 0 | |
Net proceeds from the sales of real estate | 0 | 0 |
Buyout of noncontrolling interests | 0 | |
Distribution from subsidiaries | 5,139 | 5,421 |
Intercompany financing | 301,044 | (347,720) |
Net cash provided by (used in) investing activities | 306,183 | (342,299) |
Cash flows from financing activities: | ||
Net repayments of revolving credit facility | (424,000) | (22,000) |
Proceeds from issuance of senior unsecured notes | 297,039 | |
Principal payments on senior unsecured notes | (500,000) | |
Principal payments on secured debt | 0 | 0 |
Payments of deferred financing costs | (14,001) | (12) |
Payments related to extinguishment of debt | (6,897) | |
Distributions to noncontrolling interests | 0 | 0 |
Preferred stock redemption | 0 | |
Issuance of common stock, net | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Distribution to parent | (5,139) | (5,421) |
Intercompany financing | 346,815 | 369,732 |
Net cash used in financing activities | (306,183) | 342,299 |
Net decrease in cash, cash equivalents and restricted cash | 0 | 0 |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | 0 | 0 |
Sabra Capital Corporation | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Acquisition of real estate | 0 | 0 |
Origination and fundings of loans receivable | 0 | 0 |
Origination and fundings of preferred equity investments | 0 | |
Additions to real estate | 0 | 0 |
Repayments of loans receivable | 0 | 0 |
Repayments of preferred equity investments | 0 | 0 |
Investment in unconsolidated joint venture | 0 | |
Net proceeds from the sales of real estate | 0 | 0 |
Buyout of noncontrolling interests | 0 | |
Distribution from subsidiaries | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash provided by (used in) investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Net repayments of revolving credit facility | 0 | 0 |
Proceeds from issuance of senior unsecured notes | 0 | |
Principal payments on senior unsecured notes | ||
Principal payments on secured debt | 0 | 0 |
Payments of deferred financing costs | 0 | 0 |
Payments related to extinguishment of debt | 0 | |
Distributions to noncontrolling interests | 0 | 0 |
Preferred stock redemption | 0 | |
Issuance of common stock, net | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Distribution to parent | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash used in financing activities | 0 | 0 |
Net decrease in cash, cash equivalents and restricted cash | 0 | 0 |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | 0 | 0 |
Combined Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 487 | 1,038 |
Cash flows from investing activities: | ||
Acquisition of real estate | (14,977) | (54,715) |
Origination and fundings of loans receivable | (6,018) | (2,650) |
Origination and fundings of preferred equity investments | (5,285) | |
Additions to real estate | (8,314) | (5,763) |
Repayments of loans receivable | 124 | 6,534 |
Repayments of preferred equity investments | 3,672 | 6,491 |
Investment in unconsolidated joint venture | 0 | |
Net proceeds from the sales of real estate | 21,586 | 79,738 |
Buyout of noncontrolling interests | (200) | |
Distribution from subsidiaries | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash provided by (used in) investing activities | (4,127) | 24,350 |
Cash flows from financing activities: | ||
Net repayments of revolving credit facility | 0 | 0 |
Proceeds from issuance of senior unsecured notes | 0 | |
Principal payments on senior unsecured notes | 0 | |
Principal payments on secured debt | 0 | 0 |
Payments of deferred financing costs | 0 | 0 |
Payments related to extinguishment of debt | 0 | |
Distributions to noncontrolling interests | 0 | 0 |
Preferred stock redemption | 0 | |
Issuance of common stock, net | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Distribution to parent | 0 | 0 |
Intercompany financing | 2,637 | (28,697) |
Net cash used in financing activities | 2,637 | (28,697) |
Net decrease in cash, cash equivalents and restricted cash | (1,003) | (3,309) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 142 | (82) |
Cash, cash equivalents and restricted cash, beginning of period | 5,328 | 6,761 |
Cash, cash equivalents and restricted cash, end of period | 4,467 | 3,370 |
Combined Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 8,985 | 10,475 |
Cash flows from investing activities: | ||
Acquisition of real estate | 0 | (184,286) |
Origination and fundings of loans receivable | (3,423) | (38,798) |
Origination and fundings of preferred equity investments | 0 | |
Additions to real estate | (7,564) | (15,892) |
Repayments of loans receivable | 13,637 | 41,748 |
Repayments of preferred equity investments | 0 | 0 |
Investment in unconsolidated joint venture | (354,461) | |
Net proceeds from the sales of real estate | 300,129 | 211,126 |
Buyout of noncontrolling interests | 0 | |
Distribution from subsidiaries | 0 | 0 |
Intercompany financing | 0 | 0 |
Net cash provided by (used in) investing activities | 302,779 | (340,563) |
Cash flows from financing activities: | ||
Net repayments of revolving credit facility | 0 | 0 |
Proceeds from issuance of senior unsecured notes | 0 | |
Principal payments on senior unsecured notes | 0 | |
Principal payments on secured debt | (2,566) | (3,202) |
Payments of deferred financing costs | 0 | 0 |
Payments related to extinguishment of debt | 0 | |
Distributions to noncontrolling interests | (116) | (107) |
Preferred stock redemption | 0 | |
Issuance of common stock, net | 0 | 0 |
Dividends paid on common and preferred stock | 0 | 0 |
Distribution to parent | (5,139) | (5,421) |
Intercompany financing | (303,681) | 376,417 |
Net cash used in financing activities | (311,502) | 367,687 |
Net decrease in cash, cash equivalents and restricted cash | 262 | 37,599 |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 69 | (74) |
Cash, cash equivalents and restricted cash, beginning of period | 13,495 | 69,018 |
Cash, cash equivalents and restricted cash, end of period | $ 13,826 | $ 106,543 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | Oct. 30, 2019 | Aug. 07, 2019 | May 08, 2019 | Feb. 05, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Subsequent Event [Line Items] | ||||||||
Quarterly cash dividend declared on common stock (in dollars per share) | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 1.35 | $ 1.35 | |
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Quarterly cash dividend declared on common stock (in dollars per share) | $ 0.45 |
Uncategorized Items - sbra10q20
Label | Element | Value |
Accounting Standards Update 2017-12 [Member] | AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 795,000 |
Accounting Standards Update 2017-12 [Member] | Accumulated Distributions in Excess of Net Income [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (795,000) |
Accounting Standards Update 2016-02 [Member] | Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (32,502,000) |
Accounting Standards Update 2016-02 [Member] | Accumulated Distributions in Excess of Net Income [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (32,502,000) |