DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 29, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Fiscal Period Focus | Q1 | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
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, $.01 par value | |
Trading Symbol | SBRA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 205,559,356 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Real estate investments, net of accumulated depreciation of $569,752 and $539,213 as of March 31, 2020 and December 31, 2019, respectively | $ 5,363,168 | $ 5,341,370 |
Loans receivable and other investments, net | 88,370 | 107,374 |
Investment in unconsolidated joint venture | 311,753 | 319,460 |
Cash and cash equivalents | 54,051 | 39,097 |
Restricted cash | 8,375 | 10,046 |
Lease intangible assets, net | 96,758 | 101,509 |
Accounts receivable, prepaid expenses and other assets, net | 169,829 | 150,443 |
Total assets | 6,092,304 | 6,069,299 |
Liabilities | ||
Secured debt, net | 97,066 | 113,070 |
Revolving credit facility | 101,000 | 0 |
Term loans, net | 1,033,110 | 1,040,258 |
Senior unsecured notes, net | 1,248,170 | 1,248,773 |
Accounts payable and accrued liabilities | 150,926 | 108,792 |
Lease intangible liabilities, net | 66,819 | 69,946 |
Total liabilities | 2,697,091 | 2,580,839 |
Commitments and contingencies (Note 13) | ||
Equity | ||
Preferred stock, $.01 par value; 10,000,000 shares authorized, zero shares issued and outstanding as of March 31, 2020 and December 31, 2019 | 0 | 0 |
Common stock, $.01 par value; 250,000,000 shares authorized, 205,559,356 and 205,208,018 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 2,056 | 2,052 |
Additional paid-in capital | 4,075,781 | 4,072,079 |
Cumulative distributions in excess of net income | (631,251) | (573,283) |
Accumulated other comprehensive loss | (51,373) | (12,388) |
Total equity | 3,395,213 | 3,488,460 |
Total liabilities and equity | $ 6,092,304 | $ 6,069,299 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Accumulated depreciation | $ 569,752 | $ 539,213 |
Preferred stock, $.01 par value; 10,000,000 shares authorized, zero shares issued and outstanding as of March 31, 2020 and December 31, 2019 | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 10,000,000 | 10,000,000 |
Shares issued (in shares) | 0 | 0 |
Shares outstanding (in shares) | 0 | 0 |
Common stock, $.01 par value; 250,000,000 shares authorized, 205,559,356 and 205,208,018 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 250,000,000 | 250,000,000 |
Shares issued (in shares) | 205,559,356 | 205,208,018 |
Shares outstanding (in shares) | 205,559,356 | 205,208,018 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Rental and related revenues | $ 106,512 | $ 116,387 |
Interest and other income | 2,851 | 3,325 |
Resident fees and services | 39,983 | 17,061 |
Total revenues | 149,346 | 136,773 |
Expenses: | ||
Depreciation and amortization | 44,168 | 44,949 |
Interest | 25,704 | 36,318 |
General and administrative | 8,761 | 8,184 |
Provision for loan losses and other reserves | 667 | 1,207 |
Impairment of real estate | 0 | 103,134 |
Total expenses | 111,462 | 211,121 |
Other income (expense): | ||
Other income | 2,259 | 171 |
Net loss on sales of real estate | (217) | (1,520) |
Total other income (expense) | 2,042 | (1,349) |
Income (loss) before loss from unconsolidated joint venture and income tax expense | 39,926 | (75,697) |
Loss from unconsolidated joint venture | (3,667) | (1,383) |
Income tax expense | (1,042) | (612) |
Net income (loss) | 35,217 | (77,692) |
Net income attributable to noncontrolling interest | 0 | (12) |
Net income (loss) attributable to common stockholders | $ 35,217 | $ (77,704) |
Net income (loss) attributable to common stockholders, per: | ||
Basic common share (in dollars per share) | $ 0.17 | $ (0.44) |
Diluted common share (in dollars per share) | $ 0.17 | $ (0.44) |
Weighted-average number of common shares outstanding, basic (in shares) | 205,395,330 | 178,385,984 |
Weighted-average number of common shares outstanding, diluted (in shares) | 206,006,285 | 178,385,984 |
Triple-Net Portfolio | ||
Expenses: | ||
Operating expenses | $ 4,901 | $ 5,289 |
Senior Housing - Managed | ||
Expenses: | ||
Operating expenses | $ 27,261 | $ 12,040 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 35,217 | $ (77,692) |
Unrealized gain (loss), net of tax: | ||
Foreign currency translation gain (loss) | 1,707 | (560) |
Unrealized loss on cash flow hedges | (40,692) | (13,488) |
Total other comprehensive loss | (38,985) | (14,048) |
Comprehensive loss | (3,768) | (91,740) |
Comprehensive income attributable to noncontrolling interest | 0 | (12) |
Comprehensive loss attributable to Sabra Health Care REIT, Inc. | $ (3,768) | $ (91,752) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Total Stockholders’ Equity | Common Stock | Additional Paid-in Capital | Cumulative Distributions in Excess of Net Income | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2018 | 178,306,528 | ||||||
Beginning balance at Dec. 31, 2018 | $ 3,254,747 | $ 3,250,414 | $ 1,783 | $ 3,507,925 | $ (271,595) | $ 12,301 | $ 4,333 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (77,692) | (77,704) | (77,704) | 12 | |||
Other comprehensive income (loss) | (14,048) | (14,048) | (14,048) | ||||
Distributions to noncontrolling interest | (36) | (36) | |||||
Amortization of stock-based compensation | 3,270 | 3,270 | 3,270 | ||||
Common stock issuance, net (in shares) | 113,071 | ||||||
Common stock issuance, net | (2,207) | (2,207) | $ 1 | (2,208) | |||
Common dividends | (80,754) | (80,754) | (80,754) | ||||
Ending balance (in shares) at Mar. 31, 2019 | 178,419,599 | ||||||
Ending balance at Mar. 31, 2019 | 3,050,778 | 3,046,469 | $ 1,784 | 3,508,987 | (462,555) | (1,747) | 4,309 |
Beginning balance (in shares) at Dec. 31, 2019 | 205,208,018 | ||||||
Beginning balance at Dec. 31, 2019 | 3,488,460 | 3,488,460 | $ 2,052 | 4,072,079 | (573,283) | (12,388) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 35,217 | 35,217 | 35,217 | ||||
Other comprehensive income (loss) | (38,985) | (38,985) | (38,985) | ||||
Amortization of stock-based compensation | 2,988 | 2,988 | 2,988 | ||||
Common stock issuance, net (in shares) | 351,338 | ||||||
Common stock issuance, net | 718 | 718 | $ 4 | 714 | |||
Common dividends | (93,018) | (93,018) | (93,018) | ||||
Ending balance (in shares) at Mar. 31, 2020 | 205,559,356 | ||||||
Ending balance at Mar. 31, 2020 | $ 3,395,213 | $ 3,395,213 | $ 2,056 | $ 4,075,781 | $ (631,251) | $ (51,373) | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | Feb. 04, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Statement of Stockholders' Equity [Abstract] | |||
Common dividends (in dollars per share) | $ 0.45 | $ 0.45 | $ 0.45 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 35,217 | $ (77,692) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 44,168 | 44,949 |
Non-cash rental and related revenues | (365) | (1,164) |
Non-cash interest income | (561) | (562) |
Non-cash interest expense | 2,233 | 2,561 |
Stock-based compensation expense | 2,360 | 2,775 |
Provision for loan losses and other reserves | 667 | 1,207 |
Net loss on sales of real estate | 217 | 1,520 |
Impairment of real estate | 0 | 103,134 |
Loss from unconsolidated joint venture | 3,667 | 1,383 |
Distributions of earnings from unconsolidated joint venture | 4,040 | 3,037 |
Changes in operating assets and liabilities: | ||
Accounts receivable, prepaid expenses and other assets, net | (6,895) | (9,924) |
Accounts payable and accrued liabilities | (9,929) | (17,265) |
Net cash provided by operating activities | 74,819 | 53,959 |
Cash flows from investing activities: | ||
Acquisition of real estate | (67,274) | 0 |
Origination and fundings of loans receivable | (936) | (2,776) |
Additions to real estate | (11,956) | (5,072) |
Repayments of loans receivable | 1,011 | 5,251 |
Repayments of preferred equity investments | 3,059 | 2,087 |
Net proceeds from the sales of real estate | 6,272 | 6,857 |
Net cash (used in) provided by investing activities | (69,824) | 6,347 |
Cash flows from financing activities: | ||
Net borrowings from (repayments of) revolving credit facility | 101,000 | (4,000) |
Principal payments on secured debt | (877) | (849) |
Payments of deferred financing costs | (715) | (6) |
Distributions to noncontrolling interest | 0 | (36) |
Issuance of common stock, net | 1,930 | (2,323) |
Dividends paid on common stock | (92,390) | (80,260) |
Net cash provided by (used in) financing activities | 8,948 | (87,474) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 13,943 | (27,168) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | (660) | 149 |
Cash, cash equivalents and restricted cash, beginning of period | 49,143 | 59,658 |
Cash, cash equivalents and restricted cash, end of period | 62,426 | 32,639 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 21,526 | 42,195 |
Supplemental disclosure of non-cash investing activities: | ||
Decrease in loans receivable and other investments due to acquisition of real estate | $ (16,092) | $ 0 |
BUSINESS
BUSINESS | 3 Months Ended |
Mar. 31, 2020 | |
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. COVID-19 Since first being reported in Wuhan, China in December 2019, COVID-19 has spread globally, including to every state in the United States and more than 175 countries. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The outbreak has led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. The COVID-19 pandemic and measures to prevent its spread are expected to negatively impact the Company and its operations in its fiscal quarter ending June 30, 2020 and beyond, in a number of ways, including but not limited to: • Decreased occupancy and increased operating costs for the Company’s tenants and borrowers, which may adversely impact their ability to make full and timely rental payments and debt service payments, respectively, to the Company. In some cases, the Company may have to restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to the Company as those currently in place. Reduced or modified rental and debt service amounts could result in the determination that the full amounts of the Company’s investments are not recoverable, which could result in an impairment charge. • Decreased occupancy and increased operating costs within the Company’s Senior Housing - Managed portfolio and in the Company’s 49% equity interest in a joint venture with affiliates of Enlivant and TPG Real Estate, the real estate platform of TPG, that owns senior housing communities managed by Enlivant (the “Enlivant Joint Venture”), which may negatively impact the operating results of these investments. Prolonged deterioration in the operating results for these investments could result in the determination that the full amounts of the Company’s investments are not recoverable, which could result in an impairment charge. The Company’s financial results as of and for the three months ended March 31, 2020 reflect the results of the Company’s evaluation of the impact of COVID-19 on its business including, but not limited to, its evaluation of impairments of long-lived assets, measurement of credit losses on financial instruments, evaluation of any lease modifications, estimates of fair value and the Company’s ability to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019 and for the three month periods ended March 31, 2020 and 2019 . All significant intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the results for such periods. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 . For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC. GAAP requires the Company to identify entities for which control is achieved through voting rights or other means and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. If the Company were determined to be the primary beneficiary of the VIE, the Company would consolidate investments in the VIE. The Company may change its original assessment of a VIE due to events such as modifications of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposal of all or a portion of an interest held by the primary beneficiary. The Company identifies the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The Company performs this analysis on an ongoing basis. As of March 31, 2020 , 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 March 31, 2020 , 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 March 31, 2020 , the Company’s determination of which entity controls its investments in joint ventures has not changed as a result of any reassessment. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. Reclassifications Certain amounts in the Company’s condensed consolidated statements of income and condensed consolidated statements of cash flows for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations. Recently Issued Accounting Standards Update Adopted In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires that a financial asset (or a group of financial assets) measured at amortized cost basis be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The amendments in ASU 2016-13 are an improvement because they eliminate the probable initial recognition threshold under current GAAP and, instead, reflect an entity’s current estimate of all expected credit losses. Previously, when credit losses were measured under GAAP, an entity generally only considered past events and current conditions in measuring the incurred loss. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses (“ASU 2018-19”), which amends ASU 2016-13 to clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20, and instead, impairment of such receivables should be accounted for in accordance with ASU 2016-02, Leases, as amended by subsequent ASUs (“Topic 842”). In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses (“ASU 2019-11”), which amends ASU 2016-13 to clarify or address stakeholders’ specific issues about certain aspects of ASU 2016-13. ASU 2016-13, ASU 2018-19 and ASU 2019-11 are effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted as of the fiscal years beginning after December 15, 2018. An entity will apply the amendments in these updates through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company adopted ASU 2016-13, ASU 2018-19 and ASU 2019-11 (collectively, “Topic 326”) on January 1, 2020. The financial assets within the scope of Topic 326 are the Company’s investments in a direct financing lease and loans receivable, including the portion of unfunded loan commitments expected to be funded. The allowance for credit losses is calculated using the related amortization schedules, payment histories and loan-to-value ratios. The following rates are applied to determine the aggregate expected losses, which is recorded as the allowance for credit losses: (i) a default rate, (ii) a liquidation cost rate and (iii) a distressed property reduction rate. If no loan-to-value ratio is available, a loss severity rate is applied in place of the liquidation cost rate and the distressed property reduction rate. The default rate is based on average charge-off and delinquency rates from the Federal Reserve, and the other rates are based on industry research and historical performance of a similar portfolio of financial assets. Upon adoption of these standards, the Company recognized the cumulative effect on the opening balance of the allowance for credit losses in the condensed consolidated balance sheets, which resulted in an increase to cumulative distributions in excess of net income and a decrease to total assets of $0.2 million . Issued but Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides temporary optional guidance that provides transition relief for reference rate reform, including optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions that reference LIBOR or a reference rate that is expected to be discontinued as a result of reference rate reform if certain criteria are met. ASU 2020-04 is effective upon issuance, and the provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2022. During the first quarter of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. |
RECENT REAL ESTATE ACQUISITIONS
RECENT REAL ESTATE ACQUISITIONS | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
RECENT REAL ESTATE ACQUISITIONS | RECENT REAL ESTATE ACQUISITIONS During the three months ended March 31, 2020 , the Company acquired two senior housing communities leased to a third party under a triple-net lease and one Senior Housing - Managed community. No acquisitions were completed during the three months ended March 31, 2019 . The consideration was allocated as follows (in thousands): Three Months Ended March 31, 2020 Land $ 4,740 Building and improvements 76,247 Tenant origination and absorption costs intangible assets 2,156 Tenant relationship intangible assets 224 Total consideration $ 83,367 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 six years and 25 years , respectively, for acquisitions completed during the three months ended March 31, 2020 . For the three months ended March 31, 2020 , the Company recognized $2.4 million of total revenues and $0.8 million of net income attributable to common stockholders from the facilities acquired during the three months ended March 31, 2020 . |
INVESTMENT IN REAL ESTATE PROPE
INVESTMENT IN REAL ESTATE PROPERTIES | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate Investments, Net [Abstract] | |
INVESTMENT IN REAL ESTATE PROPERTIES | INVESTMENT IN REAL ESTATE PROPERTIES The Company’s real estate properties held for investment consisted of the following (dollars in thousands): As of March 31, 2020 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 291 32,660 $ 3,678,036 $ (322,645 ) $ 3,355,391 Senior Housing - Leased 64 4,119 693,440 (77,160 ) 616,280 Senior Housing - Managed 47 4,922 920,589 (118,466 ) 802,123 Specialty Hospitals and Other 25 1,193 640,076 (51,114 ) 588,962 427 42,894 5,932,141 (569,385 ) 5,362,756 Corporate Level 779 (367 ) 412 $ 5,932,920 $ (569,752 ) $ 5,363,168 As of December 31, 2019 Property Type Number of Properties Number of Beds/Units Total Real Estate at Cost Accumulated Depreciation Total Real Estate Investments, Net Skilled Nursing/Transitional Care 296 33,290 $ 3,701,666 $ (306,565 ) $ 3,395,101 Senior Housing - Leased 62 3,820 630,688 (72,278 ) 558,410 Senior Housing - Managed 46 4,809 907,771 (112,893 ) 794,878 Specialty Hospitals and Other 25 1,193 639,721 (47,124 ) 592,597 429 43,112 5,879,846 (538,860 ) 5,340,986 Corporate Level 737 (353 ) 384 $ 5,880,583 $ (539,213 ) $ 5,341,370 March 31, 2020 December 31, 2019 Building and improvements $ 5,093,517 $ 5,042,435 Furniture and equipment 241,407 239,229 Land improvements 1,535 1,534 Land 596,461 597,385 5,932,920 5,880,583 Accumulated depreciation (569,752 ) (539,213 ) $ 5,363,168 $ 5,341,370 Operating Leases As of March 31, 2020 , the substantial majority of the Company’s real estate properties (excluding 47 Senior Housing - Managed communities) were leased under triple-net operating leases with expirations ranging from less than one year to 15 years . As of March 31, 2020 , the leases had a weighted-average remaining term of eight years . The leases generally include provisions to extend the lease terms and other negotiated terms and conditions. The Company, through its subsidiaries, retains substantially all of the risks and benefits of ownership of the real estate assets leased to the tenants. The Company may receive additional security under these operating leases in the form of letters of credit and security deposits from the lessee or guarantees from the parent of the lessee. Security deposits received in cash related to tenant leases are included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets and totaled $10.1 million and $10.5 million as of March 31, 2020 and December 31, 2019 , respectively, and letters of credit deposited with the Company totaled approximately $84 million and $83 million as of March 31, 2020 and December 31, 2019 , respectively. In addition, the Company’s tenants have deposited with the Company $17.8 million and $14.3 million as of March 31, 2020 and December 31, 2019 , respectively, for future real estate taxes, insurance expenditures and tenant improvements related to the Company’s properties and their operations, and these amounts are included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets. Lessor costs that are paid by the lessor and reimbursed by the lessee are included in the measurement of variable lease revenue and the associated expense. As a result, the Company recognized $5.2 million and $4.2 million of variable lease revenue and the associated expense during the three months ended March 31, 2020 and 2019 , respectively. 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 months ended March 31, 2020 , no tenant relationship represented 10% or more of the Company’s total revenues. The future minimum rental payments from the Company’s properties held for investment under non-cancelable operating leases were as follows and may materially differ from actual future rental payments received (in thousands): As of March 31, 2020 April 1 through December 31, 2020 $ 319,956 2021 427,122 2022 406,769 2023 392,007 2024 383,326 Thereafter 1,742,840 $ 3,672,020 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 $0.3 million and $0.1 million for the three months ended March 31, 2020 and 2019 , respectively. Investment in Unconsolidated Joint Venture The Company has a 49% equity interest in a joint venture with affiliates of Enlivant and TPG Real Estate, the real estate platform of TPG, that owns senior housing communities managed by Enlivant (the “Enlivant Joint Venture”). During the three months ended March 31, 2020 , the Enlivant Joint Venture sold two senior housing communities for aggregate gross proceeds of $3.2 million , and the Company recorded an aggregate net loss on sale of real estate related to unconsolidated joint venture of $1.7 million . As of March 31, 2020 , the Enlivant Joint Venture owned 168 senior housing communities, and the book value of the Company’s investment in the Enlivant Joint Venture was $311.8 million . Net Investment in Direct Financing Lease As of March 31, 2020 , the Company had a $23.8 million net investment in 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 present value of total rental payments of $3.5 million , plus the estimated unguaranteed residual value of $24.7 million , less the unearned lease income of $4.2 million and allowance for credit losses of $0.2 million as of March 31, 2020 . Unearned lease income represents the excess of the minimum lease payments and residual value over the cost of the investment. Unearned lease income is deferred and amortized to income over the lease term to provide a constant yield when collectability of the lease payments is reasonably assured. Income from the Company’s net investment in direct financing lease was $0.6 million for each of the three months ended March 31, 2020 and 2019 and is reflected in interest and other income on the accompanying condensed consolidated statements of income. Upon adoption of Topic 326 on January 1, 2020 and as of the adoption date, the Company recorded a $0.2 million reduction in equity and increase to its allowance for credit losses due to the cumulative effect of the changes contemplated by Topic 326. During the three months ended March 31, 2020 , the Company reduced its allowance for credit losses by $16,000 . Future minimum lease payments contractually due under the direct financing lease at March 31, 2020 were as follows: $1.7 million for the remainder of 2020 and $2.1 million for 2021. |
IMPAIRMENT OF REAL ESTATE, ASSE
IMPAIRMENT OF REAL ESTATE, ASSETS HELD FOR SALE AND DISPOSITIONS | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
IMPAIRMENT OF REAL ESTATE, ASSETS HELD FOR SALE AND DISPOSITIONS | IMPAIRMENT OF REAL ESTATE, ASSETS HELD FOR SALE AND DISPOSITIONS 2020 Assets Held For Sale As of March 31, 2020 , the Company determined that two skilled nursing/transitional care facilities, with an aggregate net book value of $11.3 million and secured debt, net balance of $13.8 million , met the criteria to be classified as assets/liabilities held for sale, and these balances are included in accounts receivable, prepaid expenses and other assets, net and accounts payable and accrued liabilities, respectively, on the condensed consolidated balance sheets. Subsequent to March 31, 2020 , the Company completed the sale of the facilities for an aggregate gross sales price of $14.4 million and the proceeds were used to repay the outstanding debt secured by the facilities. Dispositions During the three months ended March 31, 2020 , the Company completed the sale of three skilled nursing/transitional care facilities for aggregate consideration, net of closing costs, of $6.8 million . The net carrying value of the assets and liabilities of these facilities was $7.0 million , which resulted in an aggregate $0.2 million net loss on sale. Excluding the net loss on sale and real estate impairment, the Company recognized $0.1 million of net loss and $5,000 of net income during the three months ended March 31, 2020 and 2019 , 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. 2019 Impairment of Real Estate During the three months ended March 31, 2019 , the Company recognized a $103.1 million real estate impairment, of which $92.2 million related to the 30 Senior Care Centers facilities which were subsequently sold and one additional Senior Care Centers facility, and the remaining $10.9 million related to four additional skilled nursing/transitional care facilities which were subsequently sold. Dispositions During the three months ended March 31, 2019 , the Company completed the sale of three skilled nursing/transitional care facilities for aggregate consideration, net of closing costs, of $6.9 million . The net carrying value of the assets and liabilities of these facilities was $8.4 million , which resulted in an aggregate $1.5 million net loss on sale. Excluding the net loss on sale, the Company recognized $0.5 million of net income during the three months ended March 31, 2019 from these facilities. The sale of these facilities does not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results, and therefore the results of operations attributable to these facilities have remained in continuing operations. |
LOANS RECEIVABLE AND OTHER INVE
LOANS RECEIVABLE AND OTHER INVESTMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
LOANS RECEIVABLE AND OTHER INVESTMENTS | LOANS RECEIVABLE AND OTHER INVESTMENTS As of March 31, 2020 and December 31, 2019 , the Company’s loans receivable and other investments consisted of the following (dollars in thousands): March 31, 2020 Investment Quantity as of March 31, 2020 Property Type Principal Balance as of March 31, 2020 (1) Book Value as of March 31, 2020 Book Value as of Weighted Average Contractual Interest Rate / Rate of Return Weighted Average Annualized Effective Interest Rate / Rate of Return Maturity Date as of March 31, 2020 Loans Receivable: Mortgage 1 Specialty Hospital $ 19,000 $ 19,000 $ 19,000 10.0 % 10.0 % 01/31/27 Construction 1 Senior Housing 2,518 2,537 2,487 8.0 % 7.8 % 09/30/22 Other 17 Multiple 46,027 42,081 42,147 6.8 % 6.9 % 09/01/20- 08/31/28 19 67,545 63,618 63,634 7.7 % 7.9 % Allowance for loan losses — (1,225 ) (564 ) $ 67,545 $ 62,393 $ 63,070 Other Investments: Preferred Equity 6 Skilled Nursing / Senior Housing 25,793 25,977 44,304 12.4 % 12.4 % N/A Total 25 $ 93,338 $ 88,370 $ 107,374 9.0 % 9.2 % (1) Principal balance includes amounts funded and accrued but unpaid interest / preferred return and excludes capitalizable fees. As of both March 31, 2020 and December 31, 2019 , the Company had four loans receivable investments, with an aggregate principal balance of $2.3 million , that were considered to have deteriorated credit quality. As of March 31, 2020 and December 31, 2019 , the book value of the outstanding loans with deteriorated credit quality was $0.7 million and $0.8 million , respectively. The following table presents changes in the accretable yield for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Accretable yield, beginning of period $ 39 $ 449 Accretion recognized in earnings (8 ) (218 ) Reduction due to payoff — (33 ) Accretable yield, end of period $ 31 $ 198 During the three months ended March 31, 2020 , the Company increased its allowance for loan losses by $0.7 million . As of March 31, 2020 , the Company had a $1.2 million allowance for loan losses. As of March 31, 2020 , the Company did no t consider any loans receivable investments to be impaired. As of March 31, 2020 , two loans receivable investments with no book value were on nonaccrual status. As of March 31, 2020 , the Company did not consider any preferred equity investments to be impaired, and no preferred equity investments were on nonaccrual status. As of December 31, 2019 , the Company had no asset-specific loan loss reserve and a $0.6 million portfolio-based loan loss reserve. As of December 31, 2019 , the Company did no t consider any loans receivable investments to be impaired. As of December 31, 2019 , two loans receivable investments with no book value were on nonaccrual status. As of December 31, 2019 , the Company did not consider any preferred equity investments to be impaired, and no preferred equity investments were on nonaccrual status. During the three months ended March 31, 2019 , the Company recorded a $1.2 million provision for specific loan losses and recorded a $27,000 reduction to its provision for portfolio-based loan losses. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2020 | |
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)(2) Principal Balance as of (1) Weighted Average (3) Maturity Date Fixed Rate $ 98,362 $ 114,777 3.47 % December 2021 - (1) Principal balance does not include deferred financing costs, net of $ 1.3 million and $1.7 million as of March 31, 2020 and December 31, 2019 , respectively. (2) Excludes $14.2 million principal balance secured by two skilled nursing/transitional care facilities classified as held for sale as of March 31, 2020 . See Note 5, “Impairment of Real Estate, Assets Held for Sale and Dispositions,” for additional information. (3) 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 March 31, 2020 (1) December 31, 2019 (1) 4.80% senior unsecured notes due 2024 (“2024 Notes”) June 1, 2024 $ 300,000 $ 300,000 5.125% senior unsecured notes due 2026 (“2026 Notes”) August 15, 2026 500,000 500,000 5.88% senior unsecured notes due 2027 (“2027 Notes”) May 17, 2027 100,000 100,000 3.90% senior unsecured notes due 2029 (“2029 Notes”) October 15, 2029 350,000 350,000 $ 1,250,000 $ 1,250,000 (1) Principal balance does not include premium, net of $7.3 million and deferred financing costs, net of $9.2 million as of March 31, 2020 and does not include premium, net of $7.6 million and deferred financing costs, net of $8.8 million as of December 31, 2019 . The 2024 Notes and the 2029 Notes were issued by the Operating Partnership and Sabra Capital Corporation, wholly owned subsidiaries of the Company, and accrue interest at a rate of 4.80% and 3.90% , respectively, per annum. Interest is payable semiannually on June 1 and December 1 of each year for the 2024 Notes and on April 15 and October 15 of each year for the 2029 Notes. The 2026 Notes and the 2027 Notes were assumed as a result of the Company’s merger with Care Capital Properties, Inc. in 2017 and accrue interest at a rate of 5.125% and 5.88% , respectively, per annum. Interest is payable semiannually on February 15 and August 15 of each year for the 2026 Notes and on May 17 and November 17 of each year for the 2027 Notes. The obligations under the 2024 Notes and 2027 Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by Sabra and one of its non-operating subsidiaries, subject to release under certain customary circumstances. The obligations under the 2026 Notes 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 2024 Notes, 2026 Notes, 2027 Notes and 2029 Notes (collectively, the “Senior Notes”) include customary events of default and require the Company to comply with specified restrictive covenants. As of March 31, 2020 , the Company was in compliance with all applicable financial covenants under the Senior Notes Indentures. Credit Agreement On September 9, 2019, the Operating Partnership and Sabra Canadian Holdings, LLC (together, the “Borrowers”), Sabra and the other parties thereto entered into a fifth amended and restated unsecured credit agreement (the “Credit Agreement”). The Credit Agreement includes a $1.0 billion revolving credit facility (the “Revolving Credit Facility”), $1.1 billion in U.S. dollar term loans (of which $955.0 million was outstanding as of March 31, 2020 ) and a CAD $125.0 million Canadian dollar term loan (collectively, the “Term Loans”). Further, up to $175.0 million of the Revolving Credit Facility may be used for borrowings in certain foreign currencies. The Credit 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. $105.0 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 March 31, 2020 , there was $101.0 million outstanding under the Revolving Credit Facility and $899.0 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) a base rate determined as the greater of (i) the federal funds rate plus 0.5% , (ii) the prime rate, and (iii) one-month LIBOR plus 1.0% (the “Base Rate”). The ratings-based applicable interest margin for borrowings will vary based on the Debt Ratings, as defined in the Credit Agreement, and will range from 0.775% to 1.45% per annum for LIBOR based borrowings and 0.00% to 0.45% per annum for borrowings at the Base Rate. As of March 31, 2020 , the interest rate on the Revolving Credit Facility was 2.09% . In addition, the Operating Partnership pays a facility fee ranging between 0.125% and 0.300% per annum based on the aggregate amount of commitments under the Revolving Credit Facility regardless of amounts outstanding thereunder. The U.S. dollar Term Loans bear interest on the outstanding principal amount at a rate equal to 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 the Canadian Dollar Offered Rate (“CDOR”) plus an interest margin that ranges from 0.85% to 1.65% depending on the Debt Ratings. The Company has interest rate swaps that fix the LIBOR portion of the interest rate for $845.0 million of LIBOR-based borrowings under its U.S. dollar Term Loans at a weighted average rate of 1.19% and interest rate swaps that fix the CDOR portion of the interest rate for $125.0 million of CDOR-based borrowings under its Canadian dollar Term Loan at a weighted average rate of 1.41% . In addition, CAD $125.0 million of the Canadian dollar Term Loan is designated as a net investment hedge. See Note 8, “Derivative and Hedging Instruments,” for further information. The obligations of the Borrowers under the Credit Agreement are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by Sabra and one of its non-operating subsidiaries, subject to release under certain customary circumstances. The Credit Agreement contains customary covenants that include restrictions or limitations on the ability to pay dividends, incur additional indebtedness, engage in non-healthcare related business activities, enter into transactions with affiliates and sell or otherwise transfer certain assets as well as customary events of default. The Credit Agreement also requires Sabra, through the Operating Partnership, to comply with specified financial covenants, which include a maximum total leverage ratio, a minimum secured debt leverage ratio, a minimum fixed charge coverage ratio, a maximum unsecured leverage ratio, a minimum tangible net worth requirement and a minimum unsecured interest coverage ratio. As of March 31, 2020 , the Company was in compliance with all applicable financial covenants under the Credit Agreement. Interest Expense The Company incurred interest expense of $25.7 million and $36.3 million during the three months ended March 31, 2020 and 2019 , respectively. Interest expense includes non-cash interest expense of $2.2 million and $2.6 million for the three months ended March 31, 2020 and 2019 , respectively. As of March 31, 2020 and December 31, 2019 , the Company had $18.6 million and $16.7 million , respectively, of accrued interest included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets. Maturities The following is a schedule of maturities for the Company’s outstanding debt as of March 31, 2020 (in thousands): Secured Indebtedness (1) Revolving Credit Facility (2) Term Loans Senior Notes Total April 1 through December 31, 2020 $ 2,387 $ — $ — $ — $ 2,387 2021 17,205 — — — 17,205 2022 2,816 — 105,000 — 107,816 2023 2,898 101,000 350,000 — 453,898 2024 2,983 — 588,212 300,000 891,195 Thereafter 70,073 — — 950,000 1,020,073 Total Debt 98,362 101,000 1,043,212 1,250,000 2,492,574 Premium, net — — — 7,325 7,325 Deferred financing costs, net (1,296 ) — (10,102 ) (9,155 ) (20,553 ) Total Debt, Net $ 97,066 $ 101,000 $ 1,033,110 $ 1,248,170 $ 2,479,346 (1) Excludes $14.2 million and $0.4 million of principal balance and deferred financing costs, net, respectively, secured by two skilled nursing/transitional care facilities classified as held for sale as of March 31, 2020 . See Note 5, “Impairment of Real Estate, Assets Held for Sale and Dispositions,” for additional information. (2) Revolving Credit Facility is subject to two six -month extension options. |
DERIVATIVE AND HEDGING INSTRUME
DERIVATIVE AND HEDGING INSTRUMENTS | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 , approximately $10.2 million of losses, which are included in accumulated other comprehensive income, are expected to be reclassified into earnings in the next 12 months. Net Investment Hedges The Company is exposed to fluctuations in foreign exchange rates on investments it holds in Canada. The Company uses cross currency interest rate swaps to hedge its exposure to changes in foreign exchange rates on these foreign investments. The following presents the notional amount of derivative instruments as of the dates indicated (in thousands): March 31, 2020 December 31, 2019 Derivatives designated as cash flow hedges: Denominated in U.S. Dollars (1) $ 1,740,000 $ 1,490,000 Denominated in Canadian Dollars (2) $ 250,000 $ 125,000 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 54,301 $ 54,489 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 $ 1,999 $ 1,811 (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. The forward starting interest rate swaps and forward starting interest rate collars have an aggregate initial notional amount of $645.0 million accreting to $845.0 million in January 2023. Balance as of March 31, 2020 also includes six forward starting interest rate swaps with an effective date of May 2024 and an aggregate notional amount of $250.0 million . (2) Balance as of March 31, 2020 includes two forward starting interest rate swaps with an effective date of January 2021 and an aggregate notional amount of CAD $125.0 million . Derivative and Financial Instruments Designated as Hedging Instruments The following is a summary of the derivative and financial instruments designated as hedging instruments held by the Company at March 31, 2020 and December 31, 2019 (dollars in thousands): Count as of March 31, 2020 Fair Value Maturity Dates Type Designation March 31, 2020 December 31, 2019 Balance Sheet Location Assets: Interest rate swaps Cash flow — $ — $ 4,239 N/A Accounts receivable, prepaid expenses and other assets, net Forward starting interest rate swaps Cash flow 4 549 — 2034 Accounts receivable, prepaid expenses and other assets, net Cross currency interest rate swaps Net investment 2 7,525 3,238 2025 Accounts receivable, prepaid expenses and other assets, net $ 8,074 $ 7,477 Liabilities: Interest rate swaps Cash flow 12 $ 8,831 $ — 2020-2023 Accounts payable and accrued liabilities Forward starting interest rate swaps Cash flow 10 $ 27,055 $ 494 2024-2034 Accounts payable and accrued liabilities Forward starting interest rate collars Cash flow 2 2,525 132 2024 Accounts payable and accrued liabilities CAD term loan Net investment 1 88,213 96,025 2024 Term loans, net $ 126,624 $ 96,651 The following presents the effect of the Company’s derivative and financial instruments designated as hedging instruments on the condensed consolidated statements of income and the condensed consolidated statements of equity for the three months ended March 31, 2020 and 2019 (in thousands): (Loss) Gain Recognized in Other Comprehensive (Loss) Income Three Months Ended March 31, 2020 2019 Income Statement Location Cash Flow Hedges: Interest rate products $ (40,475 ) $ (11,611 ) Interest expense Net Investment Hedges: Foreign currency products 4,187 (1,234 ) N/A CAD term loan 7,813 (1,925 ) N/A $ (28,475 ) $ (14,770 ) Gain Reclassified from Accumulated Other Comprehensive Income into Income Three Months Ended March 31, 2020 2019 Income Statement Location Cash Flow Hedges: Interest rate products $ 237 $ 1,913 Interest expense During the three months ended March 31, 2020 and 2019 , no cash flow hedges were determined to be ineffective. Derivatives Not Designated as Hedging Instruments As of March 31, 2020 , 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 $0.3 million and included this amount in accounts receivable, prepaid expenses and other assets, net on the condensed consolidated balance sheets. During the three months ended March 31, 2020 , the Company recorded $0.2 million of other income related to this portion of the derivative not designated as a hedging instrument. During the three months ended March 31, 2019 , the Company recorded $6,000 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 March 31, 2020 and December 31, 2019 (in thousands): As of March 31, 2020 Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 8,074 $ — $ 8,074 $ (8,074 ) $ — $ — Offsetting Liabilities: Derivatives $ 38,411 $ — $ 38,411 $ (8,074 ) $ — $ 30,337 As of December 31, 2019 Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 7,477 $ — $ 7,477 $ (544 ) $ — $ 6,933 Offsetting Liabilities: Derivatives $ 626 $ — $ 626 $ (544 ) $ — $ 82 Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision pursuant to which the Company could be declared in default on the derivative obligation if the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender. As of March 31, 2020 , the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $31.1 million . As of March 31, 2020 , the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at March 31, 2020 , it could have been required to settle its obligations under the agreements at their termination value of $30.3 million . |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 3 Months Ended |
Mar. 31, 2020 | |
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. The Company utilized discount rates ranging from 6% to 25% with a weighted average rate of 15% in its fair value calculation. As such, the Company classifies these instruments as Level 3. Preferred equity investments : These instruments are presented on the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair values of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows for the preferred equity investments, the underlying collateral value and other credit enhancements. The Company utilized discount rates ranging from 12% to 15% with a weighted average rate of 12% in its fair value calculation. As such, the Company classifies these instruments as Level 3. Derivative instruments : The Company’s derivative instruments are presented at fair value on the accompanying condensed consolidated balance sheets. The Company estimates the fair value of derivative instruments, including its interest rate swaps and cross currency swaps, using the assistance of a third party using inputs that are observable in the market, which include forward yield curves and other relevant information. Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative financial instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company has determined that its derivative financial instruments valuations in their entirety are classified in Level 2 of the fair value hierarchy. Senior Notes : These instruments are presented on the accompanying condensed consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums/discounts and not at fair value. The fair values of the Senior Notes were determined using third-party market quotes derived from orderly trades. As such, the Company classifies these instruments as Level 2. Secured indebtedness : These instruments are presented on the accompanying condensed consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums/discounts and not at fair value. The fair values of the Company’s secured debt were estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. The Company utilized rates ranging from 3% to 4% with a weighted average rate of 3% in its fair value calculation. As such, the Company classifies these instruments as Level 3. The following are the face values, carrying amounts and fair values of the Company’s financial instruments as of March 31, 2020 and December 31, 2019 whose carrying amounts do not approximate their fair value (in thousands): March 31, 2020 December 31, 2019 Face (1) Carrying Amount (2) Fair Value Face (1) Carrying (2) Fair Value Financial assets: Loans receivable $ 67,545 $ 62,393 $ 53,985 $ 67,527 $ 63,070 $ 59,832 Preferred equity investments 25,793 25,977 26,186 43,893 44,304 44,493 Financial liabilities: Senior Notes 1,250,000 1,248,170 1,176,155 1,250,000 1,248,773 1,328,714 Secured indebtedness 98,362 97,066 94,383 114,777 113,070 105,510 (1) Face value represents amounts contractually due under the terms of the respective agreements. (2) Carrying amount represents the book value of financial instruments, including unamortized premiums/discounts and deferred financing costs. The Company determined the fair value of financial instruments as of March 31, 2020 whose carrying amounts do not approximate their fair value with valuation methods utilizing the following types of inputs (in thousands): Fair Value Measurements Using 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 $ 53,985 $ — $ — $ 53,985 Preferred equity investments 26,186 — — 26,186 Financial liabilities: Senior Notes 1,176,155 — 1,176,155 — Secured indebtedness 94,383 — — 94,383 Disclosure of the fair value of financial instruments is based on pertinent information available to the Company at the applicable dates and requires a significant amount of judgment. Despite increased capital market and credit market activity, transaction volume for certain financial instruments remains relatively low. This has made the estimation of fair values difficult and, therefore, both the actual results and the Company’s estimate of fair value at a future date could be materially different. Items Measured at Fair Value on a Recurring Basis During the three months ended March 31, 2020 , 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: Forward starting interest rate swaps 549 — 549 — Cross currency interest rate swaps 7,525 — 7,525 — Financial liabilities: Interest rate swaps 8,831 — 8,831 — Forward starting interest rate swaps 27,055 — 27,055 — Forward starting interest rate collars 2,525 — 2,525 — |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
EQUITY | EQUITY Common Stock On December 11, 2019, the Company established an at-the-market equity offering program (the “ATM Program”) pursuant to which shares of its common stock having an aggregate gross sales price of up to $400.0 million may be sold from time to time (i) by the Company through a consortium of banks acting as sales agents or directly to the banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement. The use of a forward sale agreement would allow the Company to lock in a share price on the sale of shares at the time the agreement is effective, but defer receiving the proceeds from the sale of the shares until a later date. The Company may also elect to cash settle or net share settle all or a portion of its obligations under any forward sale agreement. During the three months ended March 31, 2020 , the Company sold 0.2 million shares under the ATM Program at an average price of $20.33 per share, generating gross proceeds of $3.9 million , before $58,000 of commissions. As of March 31, 2020 , the Company had $336.1 million available under the ATM Program. The following table lists the cash dividends on common stock declared and paid by the Company during the three months ended March 31, 2020 : Declaration Date Record Date Amount Per Share Dividend Payable Date February 4, 2020 February 14, 2020 $ 0.45 February 28, 2020 During the three months ended March 31, 2020 , the Company issued 161,338 shares of common stock as a result of restricted stock unit vestings. Upon any payment of shares to employees as a result of restricted stock unit vestings, the employees’ related tax withholding obligation will generally be satisfied by the Company, reducing the number of shares to be delivered by a number of shares necessary to satisfy the related applicable tax withholding obligation. During the three months ended March 31, 2020 and 2019 , the Company incurred $0.9 million and $1.3 million , respectively, in tax withholding obligations on behalf of its employees that were satisfied through a reduction in the number of shares delivered to those participants. Accumulated Other Comprehensive Loss The following is a summary of the Company’s accumulated other comprehensive loss (in thousands): March 31, 2020 December 31, 2019 Foreign currency translation loss $ 191 $ (1,516 ) Unrealized loss on cash flow hedges (51,564 ) (10,872 ) Total accumulated other comprehensive loss $ (51,373 ) $ (12,388 ) |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2020 | |
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 months ended March 31, 2020 and 2019 (in thousands, except share and per share amounts): Three Months Ended March 31, 2020 2019 Numerator Net income (loss) attributable to common stockholders $ 35,217 $ (77,704 ) Denominator Basic weighted average common shares and common equivalents 205,395,330 178,385,984 Dilutive restricted stock units 610,955 — Diluted weighted average common shares 206,006,285 178,385,984 Net income (loss) attributable to common stockholders, per: Basic common share $ 0.17 $ (0.44 ) Diluted common share $ 0.17 $ (0.44 ) During the three months ended March 31, 2020 and 2019 , approximately 6,300 and 3,100 restricted stock units, respectively, were not included in computing diluted earnings per share because they were considered anti-dilutive. |
SUMMARIZED CONDENSED CONSOLIDAT
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION | 3 Months Ended |
Mar. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION | SUMMARIZED CONDENSED CONSOLIDATING INFORMATION The 2024 Notes are issued by the Operating Partnership and fully and unconditionally guaranteed, jointly and severally, by the Company and one of the Company’s non-operating subsidiaries, subject to release under certain customary circumstances as described below. In connection with the Operating Partnership’s assumption of the 2026 Notes, the Company has fully and unconditionally guaranteed the 2026 Notes, subject to release under certain circumstances as described below. The 2029 Notes are issued by the Operating Partnership and guaranteed, fully and unconditionally, by the Company. These guarantees are subordinated to all existing and future senior debt and senior guarantees of the applicable guarantors and are unsecured. The Company conducts all of its business through and derives virtually all of its income from its subsidiaries. Therefore, the Company’s ability to make required payments with respect to its indebtedness (including the Senior Notes) and other obligations depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries. A guarantor will be automatically and unconditionally released from its obligations under the guarantee with respect to 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 the subsidiary guarantor with the Operating Partnership or the Company, provided that the surviving entity remains a guarantor; • The requirements for legal defeasance or covenant defeasance or to discharge the indentures governing the 2024 Notes have been satisfied; • A liquidation or dissolution, to the extent permitted under the indenture governing the 2024 Notes, of the 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 • 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. The Company will be automatically and unconditionally released from its obligations under the guarantee with respect to the 2026 Notes in the event of: • A liquidation or dissolution, to the extent permitted under the indenture governing the 2026 Notes; • A merger or consolidation, provided that the surviving entity remains a guarantor; or • The requirements for legal defeasance or covenant defeasance or to discharge the indenture governing the 2026 Notes have been satisfied. Pursuant to amended Rule 3-10 of Regulation S-X, the following aggregate summarized financial information is provided for the Company (the “Parent Company”), the Operating Partnership and Sabra Health Care, L.L.C. (the guarantor subsidiary of the 2024 Notes). This aggregate summarized financial information has been prepared from the books and records maintained by the Company, the Operating Partnership and Sabra Health Care, L.L.C. The aggregate summarized financial information does not include the investments in non-guarantor subsidiaries nor the earnings from non-guarantor subsidiaries and therefore is not necessarily indicative of the results of operations or financial position had the Operating Partnership and Sabra Health Care, L.L.C. operated as independent entities. Intercompany transactions have been eliminated. The aggregate summarized balance sheet information as of March 31, 2020 and December 31, 2019 and aggregate summarized statement of loss information for the three months ended March 31, 2020 is as follows (in thousands): March 31, 2020 December 31, 2019 Total assets $ 70,689 $ 52,597 Total liabilities 2,378,729 2,241,501 Three Months Ended March 31, 2020 Total revenues 12 Total expenses 30,349 Net loss (30,820 ) Net loss attributable to common stockholders (30,820 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 , the Company does not expect that compliance with existing environmental laws will have a material adverse effect on the Company’s financial condition and results of operations. Legal Matters From time to time, the Company is party to legal proceedings that arise in the ordinary course of its business. Management is not aware of any legal proceedings where the likelihood of a loss contingency is reasonably possible and the amount or range of reasonably possible losses is material to the Company’s results of operations, financial condition or cash flows. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
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 May 6, 2020 , the Company’s board of directors declared a quarterly cash dividend of $0.30 per share of common stock. The dividend will be paid on May 29, 2020 to common stockholders of record as of the close of business on May 18, 2020 . |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying condensed consolidated financial statements include the accounts of Sabra and its wholly owned subsidiaries as of March 31, 2020 and December 31, 2019 and for the three month periods ended March 31, 2020 and 2019 . All significant intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the results for such periods. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 . For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 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 March 31, 2020 , 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 March 31, 2020 , 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 and condensed consolidated statements of cash flows for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations. |
Recently Issued Accounting Standards Update | Adopted In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires that a financial asset (or a group of financial assets) measured at amortized cost basis be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The amendments in ASU 2016-13 are an improvement because they eliminate the probable initial recognition threshold under current GAAP and, instead, reflect an entity’s current estimate of all expected credit losses. Previously, when credit losses were measured under GAAP, an entity generally only considered past events and current conditions in measuring the incurred loss. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses (“ASU 2018-19”), which amends ASU 2016-13 to clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20, and instead, impairment of such receivables should be accounted for in accordance with ASU 2016-02, Leases, as amended by subsequent ASUs (“Topic 842”). In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses (“ASU 2019-11”), which amends ASU 2016-13 to clarify or address stakeholders’ specific issues about certain aspects of ASU 2016-13. ASU 2016-13, ASU 2018-19 and ASU 2019-11 are effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted as of the fiscal years beginning after December 15, 2018. An entity will apply the amendments in these updates through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company adopted ASU 2016-13, ASU 2018-19 and ASU 2019-11 (collectively, “Topic 326”) on January 1, 2020. The financial assets within the scope of Topic 326 are the Company’s investments in a direct financing lease and loans receivable, including the portion of unfunded loan commitments expected to be funded. The allowance for credit losses is calculated using the related amortization schedules, payment histories and loan-to-value ratios. The following rates are applied to determine the aggregate expected losses, which is recorded as the allowance for credit losses: (i) a default rate, (ii) a liquidation cost rate and (iii) a distressed property reduction rate. If no loan-to-value ratio is available, a loss severity rate is applied in place of the liquidation cost rate and the distressed property reduction rate. The default rate is based on average charge-off and delinquency rates from the Federal Reserve, and the other rates are based on industry research and historical performance of a similar portfolio of financial assets. Upon adoption of these standards, the Company recognized the cumulative effect on the opening balance of the allowance for credit losses in the condensed consolidated balance sheets, which resulted in an increase to cumulative distributions in excess of net income and a decrease to total assets of $0.2 million . Issued but Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides temporary optional guidance that provides transition relief for reference rate reform, including optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions that reference LIBOR or a reference rate that is expected to be discontinued as a result of reference rate reform if certain criteria are met. ASU 2020-04 is effective upon issuance, and the provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2022. During the first quarter of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. |
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. The Company utilized discount rates ranging from 6% to 25% with a weighted average rate of 15% in its fair value calculation. As such, the Company classifies these instruments as Level 3. Preferred equity investments : These instruments are presented on the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair values of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows for the preferred equity investments, the underlying collateral value and other credit enhancements. The Company utilized discount rates ranging from 12% to 15% with a weighted average rate of 12% in its fair value calculation. As such, the Company classifies these instruments as Level 3. Derivative instruments : The Company’s derivative instruments are presented at fair value on the accompanying condensed consolidated balance sheets. The Company estimates the fair value of derivative instruments, including its interest rate swaps and cross currency swaps, using the assistance of a third party using inputs that are observable in the market, which include forward yield curves and other relevant information. Although the Company has determined that the majority of the inputs used to value its derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative financial instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. As a result, the Company has determined that its derivative financial instruments valuations in their entirety are classified in Level 2 of the fair value hierarchy. Senior Notes : These instruments are presented on the accompanying condensed consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums/discounts and not at fair value. The fair values of the Senior Notes were determined using third-party market quotes derived from orderly trades. As such, the Company classifies these instruments as Level 2. Secured indebtedness : These instruments are presented on the accompanying condensed consolidated balance sheets at their outstanding principal balance, net of unamortized deferred financing costs and premiums/discounts and not at fair value. The fair values of the Company’s secured debt were estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. The Company utilized rates ranging from 3% to 4% with a weighted average rate of 3% in its fair value calculation. As such, the Company classifies these instruments as Level 3. |
RECENT REAL ESTATE ACQUISITIO_2
RECENT REAL ESTATE ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Purchase Price Allocation | The consideration was allocated as follows (in thousands): Three Months Ended March 31, 2020 Land $ 4,740 Building and improvements 76,247 Tenant origination and absorption costs intangible assets 2,156 Tenant relationship intangible assets 224 Total consideration $ 83,367 |
INVESTMENT IN REAL ESTATE PRO_2
INVESTMENT IN REAL ESTATE PROPERTIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 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 291 32,660 $ 3,678,036 $ (322,645 ) $ 3,355,391 Senior Housing - Leased 64 4,119 693,440 (77,160 ) 616,280 Senior Housing - Managed 47 4,922 920,589 (118,466 ) 802,123 Specialty Hospitals and Other 25 1,193 640,076 (51,114 ) 588,962 427 42,894 5,932,141 (569,385 ) 5,362,756 Corporate Level 779 (367 ) 412 $ 5,932,920 $ (569,752 ) $ 5,363,168 As of December 31, 2019 Property Type Number of Properties Number of Beds/Units Total Real Estate at Cost Accumulated Depreciation Total Real Estate Investments, Net Skilled Nursing/Transitional Care 296 33,290 $ 3,701,666 $ (306,565 ) $ 3,395,101 Senior Housing - Leased 62 3,820 630,688 (72,278 ) 558,410 Senior Housing - Managed 46 4,809 907,771 (112,893 ) 794,878 Specialty Hospitals and Other 25 1,193 639,721 (47,124 ) 592,597 429 43,112 5,879,846 (538,860 ) 5,340,986 Corporate Level 737 (353 ) 384 $ 5,880,583 $ (539,213 ) $ 5,341,370 March 31, 2020 December 31, 2019 Building and improvements $ 5,093,517 $ 5,042,435 Furniture and equipment 241,407 239,229 Land improvements 1,535 1,534 Land 596,461 597,385 5,932,920 5,880,583 Accumulated depreciation (569,752 ) (539,213 ) $ 5,363,168 $ 5,341,370 |
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 March 31, 2020 April 1 through December 31, 2020 $ 319,956 2021 427,122 2022 406,769 2023 392,007 2024 383,326 Thereafter 1,742,840 $ 3,672,020 |
LOANS RECEIVABLE AND OTHER IN_2
LOANS RECEIVABLE AND OTHER INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Loans Receivable and Other Investments | As of March 31, 2020 and December 31, 2019 , the Company’s loans receivable and other investments consisted of the following (dollars in thousands): March 31, 2020 Investment Quantity as of March 31, 2020 Property Type Principal Balance as of March 31, 2020 (1) Book Value as of March 31, 2020 Book Value as of Weighted Average Contractual Interest Rate / Rate of Return Weighted Average Annualized Effective Interest Rate / Rate of Return Maturity Date as of March 31, 2020 Loans Receivable: Mortgage 1 Specialty Hospital $ 19,000 $ 19,000 $ 19,000 10.0 % 10.0 % 01/31/27 Construction 1 Senior Housing 2,518 2,537 2,487 8.0 % 7.8 % 09/30/22 Other 17 Multiple 46,027 42,081 42,147 6.8 % 6.9 % 09/01/20- 08/31/28 19 67,545 63,618 63,634 7.7 % 7.9 % Allowance for loan losses — (1,225 ) (564 ) $ 67,545 $ 62,393 $ 63,070 Other Investments: Preferred Equity 6 Skilled Nursing / Senior Housing 25,793 25,977 44,304 12.4 % 12.4 % N/A Total 25 $ 93,338 $ 88,370 $ 107,374 9.0 % 9.2 % (1) Principal balance includes amounts funded and accrued but unpaid interest / preferred return and excludes capitalizable fees. |
Changes in Accretable Yield of Loans with Deteriorated Credit Quality | The following table presents changes in the accretable yield for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Accretable yield, beginning of period $ 39 $ 449 Accretion recognized in earnings (8 ) (218 ) Reduction due to payoff — (33 ) Accretable yield, end of period $ 31 $ 198 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | The Company’s secured debt consists of the following (dollars in thousands): Interest Rate Type Principal Balance as of (1)(2) Principal Balance as of (1) Weighted Average (3) Maturity Date Fixed Rate $ 98,362 $ 114,777 3.47 % December 2021 - (1) Principal balance does not include deferred financing costs, net of $ 1.3 million and $1.7 million as of March 31, 2020 and December 31, 2019 , respectively. (2) Excludes $14.2 million principal balance secured by two skilled nursing/transitional care facilities classified as held for sale as of March 31, 2020 . See Note 5, “Impairment of Real Estate, Assets Held for Sale and Dispositions,” for additional information. (3) 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 March 31, 2020 (1) December 31, 2019 (1) 4.80% senior unsecured notes due 2024 (“2024 Notes”) June 1, 2024 $ 300,000 $ 300,000 5.125% senior unsecured notes due 2026 (“2026 Notes”) August 15, 2026 500,000 500,000 5.88% senior unsecured notes due 2027 (“2027 Notes”) May 17, 2027 100,000 100,000 3.90% senior unsecured notes due 2029 (“2029 Notes”) October 15, 2029 350,000 350,000 $ 1,250,000 $ 1,250,000 (1) Principal balance does not include premium, net of $7.3 million and deferred financing costs, net of $9.2 million as of March 31, 2020 and does not include premium, net of $7.6 million and deferred financing costs, net of $8.8 million as of December 31, 2019 . |
Schedule of Maturities for Outstanding Debt | The following is a schedule of maturities for the Company’s outstanding debt as of March 31, 2020 (in thousands): Secured Indebtedness (1) Revolving Credit Facility (2) Term Loans Senior Notes Total April 1 through December 31, 2020 $ 2,387 $ — $ — $ — $ 2,387 2021 17,205 — — — 17,205 2022 2,816 — 105,000 — 107,816 2023 2,898 101,000 350,000 — 453,898 2024 2,983 — 588,212 300,000 891,195 Thereafter 70,073 — — 950,000 1,020,073 Total Debt 98,362 101,000 1,043,212 1,250,000 2,492,574 Premium, net — — — 7,325 7,325 Deferred financing costs, net (1,296 ) — (10,102 ) (9,155 ) (20,553 ) Total Debt, Net $ 97,066 $ 101,000 $ 1,033,110 $ 1,248,170 $ 2,479,346 (1) Excludes $14.2 million and $0.4 million of principal balance and deferred financing costs, net, respectively, secured by two skilled nursing/transitional care facilities classified as held for sale as of March 31, 2020 . See Note 5, “Impairment of Real Estate, Assets Held for Sale and Dispositions,” for additional information. (2) Revolving Credit Facility is subject to two six -month extension options. |
DERIVATIVE AND HEDGING INSTRU_2
DERIVATIVE AND HEDGING INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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): March 31, 2020 December 31, 2019 Derivatives designated as cash flow hedges: Denominated in U.S. Dollars (1) $ 1,740,000 $ 1,490,000 Denominated in Canadian Dollars (2) $ 250,000 $ 125,000 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 54,301 $ 54,489 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 $ 1,999 $ 1,811 (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. The forward starting interest rate swaps and forward starting interest rate collars have an aggregate initial notional amount of $645.0 million accreting to $845.0 million in January 2023. Balance as of March 31, 2020 also includes six forward starting interest rate swaps with an effective date of May 2024 and an aggregate notional amount of $250.0 million . (2) Balance as of March 31, 2020 includes two forward starting interest rate swaps with an effective date of January 2021 and an aggregate notional amount of CAD $125.0 million . |
Derivative and Financial Instruments Designated as Hedging Instruments | The following is a summary of the derivative and financial instruments designated as hedging instruments held by the Company at March 31, 2020 and December 31, 2019 (dollars in thousands): Count as of March 31, 2020 Fair Value Maturity Dates Type Designation March 31, 2020 December 31, 2019 Balance Sheet Location Assets: Interest rate swaps Cash flow — $ — $ 4,239 N/A Accounts receivable, prepaid expenses and other assets, net Forward starting interest rate swaps Cash flow 4 549 — 2034 Accounts receivable, prepaid expenses and other assets, net Cross currency interest rate swaps Net investment 2 7,525 3,238 2025 Accounts receivable, prepaid expenses and other assets, net $ 8,074 $ 7,477 Liabilities: Interest rate swaps Cash flow 12 $ 8,831 $ — 2020-2023 Accounts payable and accrued liabilities Forward starting interest rate swaps Cash flow 10 $ 27,055 $ 494 2024-2034 Accounts payable and accrued liabilities Forward starting interest rate collars Cash flow 2 2,525 132 2024 Accounts payable and accrued liabilities CAD term loan Net investment 1 88,213 96,025 2024 Term loans, net $ 126,624 $ 96,651 |
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 months ended March 31, 2020 and 2019 (in thousands): (Loss) Gain Recognized in Other Comprehensive (Loss) Income Three Months Ended March 31, 2020 2019 Income Statement Location Cash Flow Hedges: Interest rate products $ (40,475 ) $ (11,611 ) Interest expense Net Investment Hedges: Foreign currency products 4,187 (1,234 ) N/A CAD term loan 7,813 (1,925 ) N/A $ (28,475 ) $ (14,770 ) Gain Reclassified from Accumulated Other Comprehensive Income into Income Three Months Ended March 31, 2020 2019 Income Statement Location Cash Flow Hedges: Interest rate products $ 237 $ 1,913 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 March 31, 2020 and December 31, 2019 (in thousands): As of March 31, 2020 Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 8,074 $ — $ 8,074 $ (8,074 ) $ — $ — Offsetting Liabilities: Derivatives $ 38,411 $ — $ 38,411 $ (8,074 ) $ — $ 30,337 As of December 31, 2019 Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 7,477 $ — $ 7,477 $ (544 ) $ — $ 6,933 Offsetting Liabilities: Derivatives $ 626 $ — $ 626 $ (544 ) $ — $ 82 |
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 March 31, 2020 and December 31, 2019 (in thousands): As of March 31, 2020 Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 8,074 $ — $ 8,074 $ (8,074 ) $ — $ — Offsetting Liabilities: Derivatives $ 38,411 $ — $ 38,411 $ (8,074 ) $ — $ 30,337 As of December 31, 2019 Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Balance Sheet Net Amounts of Assets / Liabilities presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Financial Instruments Cash Collateral Received Net Amount Offsetting Assets: Derivatives $ 7,477 $ — $ 7,477 $ (544 ) $ — $ 6,933 Offsetting Liabilities: Derivatives $ 626 $ — $ 626 $ (544 ) $ — $ 82 |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019 whose carrying amounts do not approximate their fair value (in thousands): March 31, 2020 December 31, 2019 Face (1) Carrying Amount (2) Fair Value Face (1) Carrying (2) Fair Value Financial assets: Loans receivable $ 67,545 $ 62,393 $ 53,985 $ 67,527 $ 63,070 $ 59,832 Preferred equity investments 25,793 25,977 26,186 43,893 44,304 44,493 Financial liabilities: Senior Notes 1,250,000 1,248,170 1,176,155 1,250,000 1,248,773 1,328,714 Secured indebtedness 98,362 97,066 94,383 114,777 113,070 105,510 (1) Face value represents amounts contractually due under the terms of the respective agreements. (2) Carrying amount represents the book value of financial instruments, including unamortized premiums/discounts and deferred financing costs. |
Fair Value of Financial Instruments | The Company determined the fair value of financial instruments as of March 31, 2020 whose carrying amounts do not approximate their fair value with valuation methods utilizing the following types of inputs (in thousands): Fair Value Measurements Using 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 $ 53,985 $ — $ — $ 53,985 Preferred equity investments 26,186 — — 26,186 Financial liabilities: Senior Notes 1,176,155 — 1,176,155 — Secured indebtedness 94,383 — — 94,383 |
Items Measured at Fair Value on a Recurring Basis | During the three months ended March 31, 2020 , 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: Forward starting interest rate swaps 549 — 549 — Cross currency interest rate swaps 7,525 — 7,525 — Financial liabilities: Interest rate swaps 8,831 — 8,831 — Forward starting interest rate swaps 27,055 — 27,055 — Forward starting interest rate collars 2,525 — 2,525 — |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 three months ended March 31, 2020 : Declaration Date Record Date Amount Per Share Dividend Payable Date February 4, 2020 February 14, 2020 $ 0.45 February 28, 2020 |
Accumulated Other Comprehensive (Loss) Income | The following is a summary of the Company’s accumulated other comprehensive loss (in thousands): March 31, 2020 December 31, 2019 Foreign currency translation loss $ 191 $ (1,516 ) Unrealized loss on cash flow hedges (51,564 ) (10,872 ) Total accumulated other comprehensive loss $ (51,373 ) $ (12,388 ) |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 months ended March 31, 2020 and 2019 (in thousands, except share and per share amounts): Three Months Ended March 31, 2020 2019 Numerator Net income (loss) attributable to common stockholders $ 35,217 $ (77,704 ) Denominator Basic weighted average common shares and common equivalents 205,395,330 178,385,984 Dilutive restricted stock units 610,955 — Diluted weighted average common shares 206,006,285 178,385,984 Net income (loss) attributable to common stockholders, per: Basic common share $ 0.17 $ (0.44 ) Diluted common share $ 0.17 $ (0.44 ) |
SUMMARIZED CONDENSED CONSOLID_2
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Aggregate Summarized Balance Sheet and Statement of Loss Information | The aggregate summarized balance sheet information as of March 31, 2020 and December 31, 2019 and aggregate summarized statement of loss information for the three months ended March 31, 2020 is as follows (in thousands): March 31, 2020 December 31, 2019 Total assets $ 70,689 $ 52,597 Total liabilities 2,378,729 2,241,501 Three Months Ended March 31, 2020 Total revenues 12 Total expenses 30,349 Net loss (30,820 ) Net loss attributable to common stockholders (30,820 ) |
BUSINESS (Details)
BUSINESS (Details) | Mar. 31, 2020 | Jan. 02, 2018 |
Enlivant Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity interest in joint venture | 49.00% | 49.00% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | Mar. 31, 2020USD ($)variable_interest_entityInvestment | Jan. 01, 2020USD ($) | Dec. 31, 2019USD ($) |
Accounting Policies [Line Items] | |||
Number of investments in loans accounted for as real estate joint ventures | Investment | 0 | ||
Total assets | $ 6,092,304 | $ 6,069,299 | |
Topic 326 | |||
Accounting Policies [Line Items] | |||
Cumulative effect of ASU adoption | $ (167) | ||
Total assets | (200) | ||
Topic 326 | Cumulative Distributions in Excess of Net Income | |||
Accounting Policies [Line Items] | |||
Cumulative effect of ASU adoption | $ (167) | ||
Primary Beneficiary | |||
Accounting Policies [Line Items] | |||
Number of variable interest entities | variable_interest_entity | 0 |
RECENT REAL ESTATE ACQUISITIO_3
RECENT REAL ESTATE ACQUISITIONS - Narrative (Details) - Recent Real Estate Acquisitions $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)Property | |
Business Acquisition [Line Items] | |
Total revenues | $ | $ 2.4 |
Net income attributable to common stockholders | $ | $ 0.8 |
Tenant Origination and Absorption Costs | |
Business Acquisition [Line Items] | |
Weighted average amortization period of finite-lived intangible assets | 6 years |
Tenant Relationship | |
Business Acquisition [Line Items] | |
Weighted average amortization period of finite-lived intangible assets | 25 years |
Senior Housing Facilities | |
Business Acquisition [Line Items] | |
Number of acquired properties | Property | 2 |
Senior Housing - Managed | |
Business Acquisition [Line Items] | |
Number of acquired properties | Property | 1 |
RECENT REAL ESTATE ACQUISITIO_4
RECENT REAL ESTATE ACQUISITIONS - Purchase Price Allocation for Recent Real Estate Acquisitions (Details) - Recent Real Estate Acquisitions $ in Thousands | Mar. 31, 2020USD ($) |
Business Acquisition [Line Items] | |
Land | $ 4,740 |
Building and improvements | 76,247 |
Total consideration | 83,367 |
Tenant origination and absorption costs intangible assets | |
Business Acquisition [Line Items] | |
Tenant intangible assets | 2,156 |
Tenant relationship intangible assets | |
Business Acquisition [Line Items] | |
Tenant intangible assets | $ 224 |
INVESTMENT IN REAL ESTATE PRO_3
INVESTMENT IN REAL ESTATE PROPERTIES - Real Estate Properties Held for Investment (Details) $ in Thousands | Mar. 31, 2020USD ($)Bedfacility | Dec. 31, 2019USD ($)Bedfacility |
Real Estate Properties [Line Items] | ||
Building and improvements | $ 5,093,517 | $ 5,042,435 |
Furniture and equipment | 241,407 | 239,229 |
Land improvements | 1,535 | 1,534 |
Land | 596,461 | 597,385 |
Total Real Estate at Cost | 5,932,920 | 5,880,583 |
Accumulated Depreciation | (569,752) | (539,213) |
Total Real Estate Investments, Net | $ 5,363,168 | $ 5,341,370 |
Operating Segments | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 427 | 429 |
Number of Beds/Units | Bed | 42,894 | 43,112 |
Total Real Estate at Cost | $ 5,932,141 | $ 5,879,846 |
Accumulated Depreciation | (569,385) | (538,860) |
Total Real Estate Investments, Net | $ 5,362,756 | 5,340,986 |
Operating Segments | Senior Housing - Managed | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 47 | |
Corporate Level | ||
Real Estate Properties [Line Items] | ||
Total Real Estate at Cost | $ 779 | 737 |
Accumulated Depreciation | (367) | (353) |
Total Real Estate Investments, Net | $ 412 | $ 384 |
Skilled Nursing/Transitional Care | Operating Segments | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 291 | 296 |
Number of Beds/Units | Bed | 32,660 | 33,290 |
Total Real Estate at Cost | $ 3,678,036 | $ 3,701,666 |
Accumulated Depreciation | (322,645) | (306,565) |
Total Real Estate Investments, Net | $ 3,355,391 | $ 3,395,101 |
Senior Housing - Leased | Operating Segments | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 64 | 62 |
Number of Beds/Units | Bed | 4,119 | 3,820 |
Total Real Estate at Cost | $ 693,440 | $ 630,688 |
Accumulated Depreciation | (77,160) | (72,278) |
Total Real Estate Investments, Net | $ 616,280 | $ 558,410 |
Senior Housing - Managed | Operating Segments | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 47 | 46 |
Number of Beds/Units | Bed | 4,922 | 4,809 |
Total Real Estate at Cost | $ 920,589 | $ 907,771 |
Accumulated Depreciation | (118,466) | (112,893) |
Total Real Estate Investments, Net | $ 802,123 | $ 794,878 |
Specialty Hospitals and Other | Operating Segments | ||
Real Estate Properties [Line Items] | ||
Number of Properties | facility | 25 | 25 |
Number of Beds/Units | Bed | 1,193 | 1,193 |
Total Real Estate at Cost | $ 640,076 | $ 639,721 |
Accumulated Depreciation | (51,114) | (47,124) |
Total Real Estate Investments, Net | $ 588,962 | $ 592,597 |
INVESTMENT IN REAL ESTATE PRO_4
INVESTMENT IN REAL ESTATE PROPERTIES - Operating Leases (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020USD ($)facility | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)facility | |
Real Estate Properties [Line Items] | |||
Weighted-average remaining term of operating leases | 8 years | ||
Security deposit liability | $ 10.1 | $ 10.5 | |
Letters of credit deposited | 84 | 83 | |
Tenant deposits for future real estate taxes, insurance expenditures, and tenant improvements | 17.8 | $ 14.3 | |
Variable lease revenue | $ 5.2 | $ 4.2 | |
Minimum | |||
Real Estate Properties [Line Items] | |||
Operating lease expiration term | 1 year | ||
Maximum | |||
Real Estate Properties [Line Items] | |||
Operating lease expiration term | 15 years | ||
Operating Segments | |||
Real Estate Properties [Line Items] | |||
Number of properties | facility | 427 | 429 | |
Senior Housing - Managed Communities | Operating Segments | |||
Real Estate Properties [Line Items] | |||
Number of properties | facility | 47 |
INVESTMENT IN REAL ESTATE PRO_5
INVESTMENT IN REAL ESTATE PROPERTIES - Future Minimum Rental Payments Receivable for Properties Held for Investment Under Non-Cancelable Operating Leases (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Future minimum rental payments from the Company’s properties held for investment under non-cancelable operating leases: | |
April 1 through December 31, 2020 | $ 319,956 |
2021 | 427,122 |
2022 | 406,769 |
2023 | 392,007 |
2024 | 383,326 |
Thereafter | 1,742,840 |
Total | $ 3,672,020 |
INVESTMENT IN REAL ESTATE PRO_6
INVESTMENT IN REAL ESTATE PROPERTIES - Senior Housing - Managed Communities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Real Estate [Line Items] | ||
Resident fees and services | $ 39,983 | $ 17,061 |
Ancillary Services | ||
Real Estate [Line Items] | ||
Resident fees and services | $ 300 | $ 100 |
INVESTMENT IN REAL ESTATE PRO_7
INVESTMENT IN REAL ESTATE PROPERTIES - Investment in Unconsolidated Joint Venture (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)Property | Dec. 31, 2019USD ($) | Jan. 02, 2018 | |
Real Estate [Line Items] | |||
Investment in unconsolidated joint venture | $ 311,753 | $ 319,460 | |
Enlivant Joint Venture | |||
Real Estate [Line Items] | |||
Equity interest in joint venture | 49.00% | 49.00% | |
Investment in unconsolidated joint venture | $ 311,800 | ||
Senior Housing Facilities | Enlivant Joint Venture | |||
Real Estate [Line Items] | |||
Aggregate net loss on sale of real estate | $ 1,700 | ||
Senior Housing Facilities | Enlivant Joint Venture | |||
Real Estate [Line Items] | |||
Number of real estate properties sold | Property | 2 | ||
Aggregate gross proceeds from the sale of real estate | $ 3,200 | ||
Number of properties | Property | 168 |
INVESTMENT IN REAL ESTATE PRO_8
INVESTMENT IN REAL ESTATE PROPERTIES - Net Investment in Direct Financing Lease (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)Property | Jan. 01, 2020USD ($) | |
Topic 326 | ||
Real Estate [Line Items] | ||
Cumulative effect of ASU adoption | $ (167) | |
Skilled Nursing Transitional Care Facilities | ||
Real Estate [Line Items] | ||
Net investment in direct financing lease | $ 23,800 | |
Number of properties in direct financing lease | Property | 1 | |
Undiscounted rental payments | $ 3,500 | |
Unguaranteed residual value | 24,700 | |
Unearned lease income | 4,200 | |
Allowance for credit losses related to direct financing lease | 200 | |
Lease income | 600 | |
Reduction in the allowance for credit losses related to direct financing lease | 16 | |
Future minimum lease payments contractually due under the direct financing lease for the remainder of this year | 1,700 | |
Future minimum lease payments contractually due under the direct financing lease due for next year | $ 2,100 | |
Skilled Nursing Transitional Care Facilities | Topic 326 | Direct Financing Lease [Member] | ||
Real Estate [Line Items] | ||
Cumulative effect of ASU adoption | $ (200) |
IMPAIRMENT OF REAL ESTATE, AS_2
IMPAIRMENT OF REAL ESTATE, ASSETS HELD FOR SALE AND DISPOSITIONS (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)Propertyfacility | Mar. 31, 2019USD ($)facility | May 06, 2020USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Real estate impairment | $ 0 | $ 103,134 | |
Skilled Nursing Transitional Care Facilities | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Real estate impairment | $ 10,900 | ||
Number of real estate properties impaired | facility | 4 | ||
Skilled Nursing Transitional Care Facilities | Assets Held for Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of properties held for sale | Property | 2 | ||
Carrying value of assets and liabilities of facility | $ 11,300 | ||
Secured debt, net | 13,800 | ||
Skilled Nursing Transitional Care Facilities | Assets Held for Sale | Subsequent Event | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Aggregate sale price of facility | $ 14,400 | ||
Senior Care Centers Facilities | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Real estate impairment | $ 92,200 | ||
Senior Care Centers Facilities - Subsequently Sold | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties impaired | facility | 30 | ||
Senior Care Centers Facilities - Not Subsequently Sold | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties impaired | facility | 1 | ||
2020 Dispositions | Skilled Nursing Transitional Care Facilities | Dispositions | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Carrying value of assets and liabilities of facility | 7,000 | ||
Aggregate sale price of facility | $ 6,800 | ||
Number of facilities sold | facility | 3 | ||
Net loss on sale | $ 200 | ||
Net income (loss) from facilities | $ (100) | $ 5 | |
2019 Dispositions | Skilled Nursing Transitional Care Facilities | Dispositions | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Carrying value of assets and liabilities of facility | 8,400 | ||
Aggregate sale price of facility | $ 6,900 | ||
Number of facilities sold with related impairment | facility | 3 | ||
Net income (loss) on sale | $ 1,500 | ||
Net income from facilities sold | $ 500 |
LOANS RECEIVABLE AND OTHER IN_3
LOANS RECEIVABLE AND OTHER INVESTMENTS - Composition of Loans Receivable and Other Investments (Details) $ in Thousands | Mar. 31, 2020USD ($)preferred_equity_investmentInvestmentloan | Dec. 31, 2019USD ($) |
Loans Receivable: | ||
Quantity | loan | 19 | |
Principal balance | $ 67,545 | $ 67,527 |
Book Value | 63,618 | 63,634 |
Allowance for loan losses | (1,225) | (564) |
Book Value | $ 62,393 | 63,070 |
Weighted Average Contractual Interest Rate / Rate of Return | 7.70% | |
Weighted Average Annualized Effective Interest Rate / Rate of Return | 7.90% | |
Other Investments: | ||
Quantity | preferred_equity_investment | 6 | |
Principal Balance | $ 25,793 | 43,893 |
Book Value | $ 25,977 | 44,304 |
Weighted Average Contractual Interest Rate / Rate of Return | 12.40% | |
Weighted Average Annualized Effective Interest Rate / Rate of Return | 12.40% | |
Total Quantity | Investment | 25 | |
Total Principal Balance | $ 93,338 | |
Total Book Value | $ 88,370 | 107,374 |
Total Weighted Average Contractual Interest Rate / Rate of Return | 9.00% | |
Total Weighted Average Annualized Effective Interest Rate / Rate of Return | 9.20% | |
Mortgage | ||
Loans Receivable: | ||
Quantity | loan | 1 | |
Principal balance | $ 19,000 | |
Book Value | $ 19,000 | 19,000 |
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 | 1 | |
Principal balance | $ 2,518 | |
Book Value | $ 2,537 | 2,487 |
Weighted Average Contractual Interest Rate / Rate of Return | 8.00% | |
Weighted Average Annualized Effective Interest Rate / Rate of Return | 7.80% | |
Other | ||
Loans Receivable: | ||
Quantity | loan | 17 | |
Principal balance | $ 46,027 | |
Book Value | $ 42,081 | $ 42,147 |
Weighted Average Contractual Interest Rate / Rate of Return | 6.80% | |
Weighted Average Annualized Effective Interest Rate / Rate of Return | 6.90% |
LOANS RECEIVABLE AND OTHER IN_4
LOANS RECEIVABLE AND OTHER INVESTMENTS - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2020USD ($)loan | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)loan | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Principal balance | $ 67,545,000 | $ 67,527,000 | |
Book value | 63,618,000 | 63,634,000 | |
Increase in the allowance for loan losses | 700,000 | ||
Allowance for loan losses | $ 1,225,000 | $ 564,000 | |
Nonperforming Financial Instruments | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Number of loans receivable considered to be impaired | loan | 0 | 0 | |
Number of loans receivable on nonaccrual status | loan | 2 | 2 | |
Book value of loans receivable on nonaccrual status | $ 0 | $ 0 | |
Portfolio-Based Loans Receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Increase in the allowance for loan losses | $ (27,000) | ||
Allowance for loan losses | 600,000 | ||
Specific Loans | Nonperforming Financial Instruments | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance for loan losses | $ 0 | ||
Provision recorded for specific loan losses | $ 1,200,000 | ||
Receivables Acquired with Deteriorated Credit Quality | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Number of loans receivable considered to be impaired | loan | 4 | 4 | |
Principal balance | $ 2,300,000 | $ 2,300,000 | |
Book value | $ 700,000 | $ 800,000 |
LOANS RECEIVABLE AND OTHER IN_5
LOANS RECEIVABLE AND OTHER INVESTMENTS - Changes in the Accretable Yield (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield Movement Schedule [Roll Forward] | ||
Accretable yield, beginning of period | $ 39 | $ 449 |
Accretion recognized in earnings | (8) | (218) |
Reduction due to payoff | 0 | (33) |
Accretable yield, end of period | $ 31 | $ 198 |
DEBT - Secured Debt (Details)
DEBT - Secured Debt (Details) $ in Thousands | Mar. 31, 2020USD ($)Property | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||
Deferred financing costs, net | $ 20,553 | |
Assets Held for Sale | Skilled Nursing Transitional Care Facilities | ||
Debt Instrument [Line Items] | ||
Number of properties held for sale | Property | 2 | |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Deferred financing costs, net | $ 1,296 | $ 1,700 |
Secured Debt | Assets Held for Sale | Skilled Nursing Transitional Care Facilities | ||
Debt Instrument [Line Items] | ||
Principal balance | 14,200 | |
Deferred financing costs, net | 400 | |
Secured Debt | Fixed Rate | ||
Debt Instrument [Line Items] | ||
Principal balance | $ 98,362 | $ 114,777 |
Weighted average interest rate | 3.47% |
DEBT - Senior Unsecured Notes (
DEBT - Senior Unsecured Notes (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Oct. 07, 2019 | May 29, 2019 |
Debt Instrument [Line Items] | ||||
Premium, net | $ 7,325,000 | |||
Deferred financing costs | 20,553,000 | |||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Principal balance | 1,250,000,000 | $ 1,250,000,000 | ||
Premium, net | 7,325,000 | 7,600,000 | ||
Deferred financing costs | 9,155,000 | 8,800,000 | ||
Senior Notes | 4.80% senior unsecured notes due 2024 (“2024 Notes”) | ||||
Debt Instrument [Line Items] | ||||
Principal balance | $ 300,000,000 | 300,000,000 | ||
Interest rate | 4.80% | 4.80% | ||
Senior Notes | 5.125% senior unsecured notes due 2026 (“2026 Notes”) | ||||
Debt Instrument [Line Items] | ||||
Principal balance | $ 500,000,000 | 500,000,000 | ||
Interest rate | 5.125% | |||
Senior Notes | 5.88% senior unsecured notes due 2027 (“2027 Notes”) | ||||
Debt Instrument [Line Items] | ||||
Principal balance | $ 100,000,000 | 100,000,000 | ||
Interest rate | 5.88% | |||
Senior Notes | 3.90% senior unsecured notes due 2029 (“2029 Notes”) | ||||
Debt Instrument [Line Items] | ||||
Principal balance | $ 350,000,000 | $ 350,000,000 | ||
Interest rate | 3.90% | 3.90% |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Sep. 09, 2019USD ($)extension_option | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Oct. 07, 2019 | Sep. 09, 2019CAD ($)extension_option | May 29, 2019 | Aug. 10, 2016USD ($) | Jun. 10, 2015CAD ($) |
Debt Instrument [Line Items] | |||||||||
Term loans, net | $ 1,033,110,000 | $ 1,040,258,000 | |||||||
Amount outstanding under credit facility | 101,000,000 | 0 | |||||||
Interest expense | 25,704,000 | $ 36,318,000 | |||||||
Non-cash interest expense | 2,233,000 | $ 2,561,000 | |||||||
Accrued interest | 18,600,000 | 16,700,000 | |||||||
Fifth Amended and Restated Credit Agreement | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 2,750,000,000 | ||||||||
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 | ||||||||
Number of extension options | extension_option | 2 | 2 | |||||||
Extension period | 6 months | ||||||||
Amount outstanding under credit facility | 101,000,000 | ||||||||
Available borrowing capacity | $ 899,000,000 | ||||||||
Interest rate | 2.09% | ||||||||
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 | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.00% | ||||||||
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% | ||||||||
Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 1,250,000,000 | $ 1,250,000,000 | |||||||
Senior Notes | 4.80% senior unsecured notes due 2024 (“2024 Notes”) | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 4.80% | 4.80% | |||||||
Senior Notes | 3.90% senior unsecured notes due 2029 (“2029 Notes”) | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 3.90% | 3.90% | |||||||
Senior Notes | 5.125% senior unsecured notes due 2026 (“2026 Notes”) | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 5.125% | ||||||||
Senior Notes | 5.88% senior unsecured notes due 2027 (“2027 Notes”) | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 5.88% | ||||||||
U.S. Dollar Term Loan | Fifth Amended and Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 1,100,000,000 | $ 845,000,000 | |||||||
Term loans, net | $ 955,000,000 | ||||||||
U.S. Dollar Term Loan | Fifth Amended and Restated Credit Agreement | Interest Rate Swap | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate under swap | 1.19% | ||||||||
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 | $ 105,000,000 | ||||||||
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 | Fifth Amended and Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 125,000,000 | $ 125,000,000 | |||||||
Canadian Dollar Term Loan | Fifth Amended and Restated Credit Agreement | Interest Rate Swap | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed interest rate under swap | 1.41% | ||||||||
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 | Mar. 31, 2020USD ($)Property | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||
April 1 through December 31, 2020 | $ 2,387 | ||
2021 | 17,205 | ||
2022 | 107,816 | ||
2023 | 453,898 | ||
2024 | 891,195 | ||
Thereafter | 1,020,073 | ||
Total Debt | 2,492,574 | ||
Premium, net | 7,325 | ||
Deferred financing costs, net | (20,553) | ||
Long-term Debt | $ 2,479,346 | ||
Skilled Nursing Transitional Care Facilities | Assets Held for Sale | |||
Debt Instrument [Line Items] | |||
Number of properties held for sale | Property | 2 | ||
Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Number of extension options | extension_option | 2 | ||
Extension period | 6 months | ||
Secured Indebtedness | |||
Debt Instrument [Line Items] | |||
April 1 through December 31, 2020 | $ 2,387 | ||
2021 | 17,205 | ||
2022 | 2,816 | ||
2023 | 2,898 | ||
2024 | 2,983 | ||
Thereafter | 70,073 | ||
Total Debt | 98,362 | ||
Premium, net | 0 | ||
Deferred financing costs, net | (1,296) | $ (1,700) | |
Long-term Debt | 97,066 | ||
Secured Indebtedness | Skilled Nursing Transitional Care Facilities | Assets Held for Sale | |||
Debt Instrument [Line Items] | |||
Total Debt | 14,200 | ||
Deferred financing costs, net | (400) | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
April 1 through December 31, 2020 | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 101,000 | ||
2024 | 0 | ||
Thereafter | 0 | ||
Total Debt | 101,000 | ||
Premium, net | 0 | ||
Deferred financing costs, net | 0 | ||
Long-term Debt | 101,000 | ||
Term Loans | |||
Debt Instrument [Line Items] | |||
April 1 through December 31, 2020 | 0 | ||
2021 | 0 | ||
2022 | 105,000 | ||
2023 | 350,000 | ||
2024 | 588,212 | ||
Thereafter | 0 | ||
Total Debt | 1,043,212 | ||
Premium, net | 0 | ||
Deferred financing costs, net | (10,102) | ||
Long-term Debt | 1,033,110 | ||
Senior Notes | |||
Debt Instrument [Line Items] | |||
April 1 through December 31, 2020 | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 300,000 | ||
Thereafter | 950,000 | ||
Total Debt | 1,250,000 | ||
Premium, net | 7,325 | 7,600 | |
Deferred financing costs, net | (9,155) | $ (8,800) | |
Long-term Debt | $ 1,248,170 |
DERIVATIVE AND HEDGING INSTRU_3
DERIVATIVE AND HEDGING INSTRUMENTS - Narrative (Details) | 1 Months Ended | 3 Months Ended | ||
May 31, 2019USD ($)derivative | Mar. 31, 2020USD ($)derivative | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Derivative [Line Items] | ||||
Fair value of derivatives in a net liability position | $ 38,411,000 | $ 626,000 | ||
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 | 31,100,000 | |||
Termination value | 30,300,000 | |||
Cash Flow Hedges | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Ineffectiveness on cash flow hedges | 0 | $ 0 | ||
Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Fair value of derivatives in a net liability position | 126,624,000 | $ 96,651,000 | ||
Designated as Hedging Instrument | Cash Flow Hedges | ||||
Derivative [Line Items] | ||||
Losses included in accumulated other comprehensive income expected to be reclassified into retained earnings in the next 12 months | $ 10,200,000 | |||
Not Designated as Hedging Instrument | Cross Currency Interest Rate Swaps | ||||
Derivative [Line Items] | ||||
Number of derivative instruments held | derivative | 1 | |||
Fair value of derivative asset | $ 300,000 | |||
Other income related to derivatives | $ 200,000 | |||
Other expense related to derivatives | $ 6,000 |
DERIVATIVE AND HEDGING INSTRU_4
DERIVATIVE AND HEDGING INSTRUMENTS - Notional Amount of Derivatives Instruments (Details) | Jan. 31, 2023USD ($) | Mar. 31, 2020USD ($)derivative | Mar. 31, 2020CAD ($)derivative | Dec. 31, 2019USD ($) | Dec. 31, 2019CAD ($) |
Designated as Hedging Instrument | Net Investment Hedges | |||||
Derivative [Line Items] | |||||
Notional amount | $ 125,000,000 | $ 125,000,000 | |||
Cross Currency Interest Rate Swaps | Designated as Hedging Instrument | Cash Flow Hedges | |||||
Derivative [Line Items] | |||||
Notional amount | $ 1,740,000,000 | 250,000,000 | $ 1,490,000,000 | 125,000,000 | |
Cross Currency Interest Rate Swaps | Designated as Hedging Instrument | Net Investment Hedges | |||||
Derivative [Line Items] | |||||
Notional amount | $ 54,301,000 | 54,489,000 | |||
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 | $ 1,999,000 | $ 1,811,000 | |||
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] | |||||
Notional amount | $ 125,000,000 | ||||
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 Swap - Effective May 2024 | Designated as Hedging Instrument | Cash Flow Hedges | |||||
Derivative [Line Items] | |||||
Notional amount | $ 250,000,000 | ||||
Number of derivative instruments held | derivative | 6 | 6 | |||
Forward Starting Interest Rate Swaps And Forward Starting Interest Rate Collars | 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 | 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 | Mar. 31, 2020USD ($)instrument | Dec. 31, 2019USD ($) |
Assets: | ||
Fair Value | $ 8,074 | $ 7,477 |
Liabilities: | ||
Fair Value | 38,411 | 626 |
Designated as Hedging Instrument | ||
Assets: | ||
Fair Value | 8,074 | 7,477 |
Liabilities: | ||
Fair Value | $ 126,624 | 96,651 |
Designated as Hedging Instrument | Interest rate swaps | Cash flow | Accounts receivable, prepaid expenses and other assets, net | ||
Assets: | ||
Count | instrument | 0 | |
Fair Value | $ 0 | 4,239 |
Designated as Hedging Instrument | Interest rate swaps | Cash flow | Accounts payable and accrued liabilities | ||
Liabilities: | ||
Count | instrument | 12 | |
Fair Value | $ 8,831 | 0 |
Designated as Hedging Instrument | Forward starting interest rate swaps | Cash flow | Accounts receivable, prepaid expenses and other assets, net | ||
Assets: | ||
Count | instrument | 4 | |
Fair Value | $ 549 | 0 |
Designated as Hedging Instrument | Forward starting interest rate swaps | Cash flow | Accounts payable and accrued liabilities | ||
Liabilities: | ||
Count | instrument | 10 | |
Fair Value | $ 27,055 | 494 |
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 | $ 7,525 | 3,238 |
Designated as Hedging Instrument | Forward starting interest rate collars | Cash flow | Accounts payable and accrued liabilities | ||
Liabilities: | ||
Count | instrument | 2 | |
Fair Value | $ 2,525 | 132 |
Designated as Hedging Instrument | CAD term loan | Net investment | Term loans, net | ||
Liabilities: | ||
Count | instrument | 1 | |
Fair Value | $ 88,213 | $ 96,025 |
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
(Loss) gain in other comprehensive (loss) income, cash flow hedges and net investment hedges | $ (28,475) | $ (14,770) |
Interest rate products | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
(Loss) gain recognized in other comprehensive (loss) income, cash flow hedges | (40,475) | (11,611) |
Interest rate products | Interest expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) reclassified from accumulated other comprehensive income into income, cash flow hedges | 237 | 1,913 |
Foreign currency products | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
(Loss) gain recognized in other comprehensive (loss) income, net investment hedges | 4,187 | (1,234) |
CAD term loan | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
(Loss) gain recognized in other comprehensive (loss) income, net investment hedges | $ 7,813 | $ (1,925) |
DERIVATIVE AND HEDGING INSTRU_7
DERIVATIVE AND HEDGING INSTRUMENTS - Gross Presentation, Effects of Offsetting, and Net Presentation of Derivatives (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Offsetting Assets: | ||
Gross amounts of recognized assets | $ 8,074 | $ 7,477 |
Gross amounts offset in the balance sheet, assets | 0 | 0 |
Net amounts of assets presented in the balance sheet | 8,074 | 7,477 |
Financial instruments, assets | (8,074) | (544) |
Cash collateral received, assets | 0 | 0 |
Net amount, assets | 0 | 6,933 |
Offsetting Liabilities: | ||
Gross amounts of recognized liabilities | 38,411 | 626 |
Gross amounts offset in the balance sheet, liabilities | 0 | 0 |
Liabilities presented in the balance sheet | 38,411 | 626 |
Financial instruments, liabilities | (8,074) | (544) |
Cash collateral received, liabilities | 0 | 0 |
Net amount, liabilities | $ 30,337 | $ 82 |
FAIR VALUE DISCLOSURES - Narrat
FAIR VALUE DISCLOSURES - Narrative (Details) - Discount Rate | Mar. 31, 2020 |
Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Loans receivable, measurement input | 0.06 |
Preferred equity investments, measurement input | 0.12 |
Minimum | Secured Indebtedness | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt, measurement input | 0.03 |
Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Loans receivable, measurement input | 0.25 |
Preferred equity investments, measurement input | 0.15 |
Maximum | Secured Indebtedness | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt, measurement input | 0.04 |
Weighted Average | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Loans receivable, measurement input | 0.15 |
Preferred equity investments, measurement input | 0.12 |
Weighted Average | Secured Indebtedness | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt, measurement input | 0.03 |
FAIR VALUE DISCLOSURES - Face V
FAIR VALUE DISCLOSURES - Face Values, Carrying Amounts and Fair Values of Financial Instruments (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Financial assets: | ||
Loans receivable | $ 67,545,000 | $ 67,527,000 |
Preferred equity investments | 25,793,000 | 43,893,000 |
Senior Notes | ||
Financial liabilities: | ||
Financial liabilities | 1,250,000,000 | 1,250,000,000 |
Secured Indebtedness | ||
Financial liabilities: | ||
Financial liabilities | 98,362,000 | 114,777,000 |
Carrying Amount | ||
Financial assets: | ||
Loans receivable | 62,393,000 | 63,070,000 |
Preferred equity investments | 25,977,000 | 44,304,000 |
Carrying Amount | Senior Notes | ||
Financial liabilities: | ||
Financial liabilities | 1,248,170,000 | 1,248,773,000 |
Carrying Amount | Secured Indebtedness | ||
Financial liabilities: | ||
Financial liabilities | 97,066,000 | 113,070,000 |
Fair Value | ||
Financial assets: | ||
Loans receivable | 53,985,000 | 59,832,000 |
Preferred equity investments | 26,186,000 | 44,493,000 |
Fair Value | Senior Notes | ||
Financial liabilities: | ||
Financial liabilities | 1,176,155,000 | 1,328,714,000 |
Fair Value | Secured Indebtedness | ||
Financial liabilities: | ||
Financial liabilities | $ 94,383,000 | $ 105,510,000 |
FAIR VALUE DISCLOSURES - Fair V
FAIR VALUE DISCLOSURES - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Total | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | $ 53,985 | $ 59,832 |
Preferred equity investments | 26,186 | 44,493 |
Total | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 1,176,155 | 1,328,714 |
Total | Secured Indebtedness | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 94,383 | $ 105,510 |
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 | 1,176,155 | |
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 | 53,985 | |
Preferred equity investments | 26,186 | |
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 | 94,383 | |
Measured on a Recurring Basis | Total | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loans receivable | 53,985 | |
Preferred equity investments | 26,186 | |
Measured on a Recurring Basis | Total | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | 1,176,155 | |
Measured on a Recurring Basis | Total | Secured Indebtedness | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | $ 94,383 |
FAIR VALUE DISCLOSURES - Items
FAIR VALUE DISCLOSURES - Items Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 8,074 | $ 7,477 |
Financial liabilities | 38,411 | $ 626 |
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 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 assets | 0 | |
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 liabilities | 8,831 | |
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 | 7,525 | |
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 assets | 549 | |
Financial liabilities | 27,055 | |
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 | 2,525 | |
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 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 assets | 0 | |
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 liabilities | 8,831 | |
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 | 7,525 | |
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 assets | 549 | |
Financial liabilities | 27,055 | |
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 | $ 2,525 |
EQUITY - Common Stock (Details)
EQUITY - Common Stock (Details) - USD ($) | Dec. 11, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Tax withholding obligations incurred on behalf of employees | $ 900,000 | $ 1,300,000 | |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued upon vesting (in shares) | 161,338 | ||
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) | $ 400,000,000 | ||
Shares sold under the ATM Program (in shares) | 200,000 | ||
Sale of stock, average price per share (in dollars per share) | $ 20.33 | ||
Gross proceeds from issuance of common stock | $ 3,900,000 | ||
Payments for stock issuance commissions | 58,000 | ||
Amount available under ATM Program | $ 336,100,000 |
EQUITY - Cash Dividends on Comm
EQUITY - Cash Dividends on Common Stock Declared and Paid (Details) - $ / shares | Feb. 04, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Equity [Abstract] | |||
Common dividends (in dollars per share) | $ 0.45 | $ 0.45 | $ 0.45 |
EQUITY - Accumulated Other Comp
EQUITY - Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive (loss) income | $ 3,395,213 | $ 3,488,460 | $ 3,050,778 | $ 3,254,747 |
Total accumulated other comprehensive loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive (loss) income | (51,373) | (12,388) | $ (1,747) | $ 12,301 |
Foreign currency translation loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive (loss) income | 191 | (1,516) | ||
Unrealized loss on cash flow hedges | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive (loss) income | $ (51,564) | $ (10,872) |
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator | ||
Net income (loss) attributable to common stockholders | $ 35,217 | $ (77,704) |
Denominator | ||
Basic weighted average common shares and common equivalents (in shares) | 205,395,330 | 178,385,984 |
Dilutive restricted stock units (in shares) | 610,955 | 0 |
Diluted weighted average common shares (in shares) | 206,006,285 | 178,385,984 |
Net income (loss) attributable to common stockholders, per: | ||
Basic common share (in dollars per share) | $ 0.17 | $ (0.44) |
Diluted common share (in dollars per share) | $ 0.17 | $ (0.44) |
EARNINGS PER COMMON SHARE - Nar
EARNINGS PER COMMON SHARE - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
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) | 6,300 | 3,100 |
SUMMARIZED CONDENSED CONSOLID_3
SUMMARIZED CONDENSED CONSOLIDATING INFORMATION - (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Condensed Financial Statements, Captions [Line Items] | |||
Total assets | $ 6,092,304 | $ 6,069,299 | |
Total liabilities | 2,697,091 | 2,580,839 | |
Total revenues | 149,346 | $ 136,773 | |
Total expenses | 111,462 | 211,121 | |
Net loss | 35,217 | (77,692) | |
Net loss attributable to common stockholders | 35,217 | $ (77,704) | |
Guarantor Subsidiaries | |||
Condensed Financial Statements, Captions [Line Items] | |||
Total assets | 70,689 | 52,597 | |
Total liabilities | 2,378,729 | $ 2,241,501 | |
Total revenues | 12 | ||
Total expenses | 30,349 | ||
Net loss | (30,820) | ||
Net loss attributable to common stockholders | $ (30,820) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | May 06, 2020 | Feb. 04, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Subsequent Event [Line Items] | ||||
Quarterly cash dividend declared on common stock (in dollars per share) | $ 0.45 | $ 0.45 | $ 0.45 | |
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Quarterly cash dividend declared on common stock (in dollars per share) | $ 0.30 |
Uncategorized Items - sbra10q20
Label | Element | Value |
Accounting Standards Update 2016-02 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (32,502,000) |
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) |
Accounting Standards Update 2016-13 [Member] | Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (167,000) |