Sabra Health Care REIT Inc
For the period ended Jun 13, 2024. Filed Apr 26, 2024.
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Jun 13, 2024 · Filed Apr 26, 2024
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Contents
APPENDIX A
RECONCILIATIONS OFNON-GAAP FINANCIAL MEASURES
We have disclosed in this Proxy Statement Annualized Cash NOI. We believe that net income as defined by GAAP is the most appropriate earnings measure. We consider Annualized Cash NOI an important supplemental measure because it allows investors, analysts and its management to evaluate the operating performance of its investments. We define Annualized Cash NOI as Annualized Revenues less operating expenses andnon-cash revenues and expenses. Annualized Cash NOI excludes all other financial statement amounts included in net income. Annualized Cash NOI is a financial measures that is defined as anon-GAAP financial measure by the SEC. This measure may be different thannon-GAAP financial measures used by other companies, and the presentation of this measure is not intended to be considered in isolation or as a substitute for financial information prepared and presented in accordance with U.S. generally accepted accounting principles.
The following table presents a reconciliation of Annualized Cash NOI to net income (in thousands):
| SkilledNursing/TransitionalCare · Senior Housing | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| SeniorHousing -Leased · Senior Housing -ManagedConsolidated · Senior Housing -ManagedUnconsolidated · Total SeniorHousing · BehavioralHealth · SpecialtyHospitalsand Other · Other · Corporate · Total | ||||||||||
| Net income (loss) | $81,027 | $20,030 | $1,846 | $(2,897) | $18,979 | $26,003 | $13,072 | $35,095 | $(160,420) | $13,756 |
| Adjustments: | ||||||||||
| Depreciation and amortization | 99,246 | 17,613 | 47,002 | — | 64,615 | 13,275 | 5,843 | — | 108 | 183,087 |
| Interest | 832 | 898 | — | — | 898 | — | — | — | 111,234 | 112,964 |
| General and administrative | — | — | — | — | — | — | — | — | 47,472 | 47,472 |
| Provision for loan losses and other reserves | — | — | — | — | — | — | — | — | 191 | 191 |
| Impairment of real estate | 14,332 | — | — | — | — | — | — | — | — | 14,332 |
| Loss on extinguishment of debt | — | — | — | — | — | — | — | — | 1,541 | 1,541 |
| Other income | — | — | (470) | — | (470) | — | — | — | (2,128) | (2,598) |
| Net loss on sales of real estate | 62,419 | 3,744 | 10,462 | — | 14,206 | — | — | — | — | 76,625 |
| Loss from unconsolidated joint ventures | — | — | — | 2,897 | 2,897 | — | — | — | — | 2,897 |
| Income tax expense | — | — | — | — | — | — | — | — | 2,002 | 2,002 |
| Sabra’s share of unconsolidated joint ventures’ Net Operating Income | — | — | — | 9,744 | 9,744 | — | — | — | — | 9,744 |
| Net Operating Income | $257,856 | $42,285 | $58,840 | $9,744 | $110,869 | $39,278 | $18,915 | $35,095 | $— | $462,013 |
| Non-cash revenue and expense adjustments | (6,290) | (1,820) | — | — | (1,820) | 128 | (496) | (372) | — | (8,850) |
| Cash Net Operating Income | $251,566 | $40,465 | $58,840 | $9,744 | $109,049 | $39,406 | $18,419 | $34,723 | $— | $453,163 |
| Annualizing adjustments (1) | (2,451) | 1,396 | 5,642 | (42) | 6,996 | 3,355 | 357 | (220) | — | 8,037 |
| Annualized Cash Net Operating Income | $249,115 | $41,861 | $64,482 | $9,702 | $116,045 | $42,761 | $18,776 | $34,503 | $— | $461,200 |
| Reallocation adjustments (2) | 629 | 5,683 | — | — | 5,683 | 24,426 | — | (30,738) | — | — |
| Annualized Cash Net Operating Income, as adjusted | $249,744 | $47,544 | $64,482 | $9,702 | $121,728 | $67,187 | $18,776 | $3,765 | $— | $461,200 |
| (1) | Represents the annual effect of acquisitions, dispositions, lease modifications and scheduled rent increases completed during the period and mathematical adjustments needed to make Cash Net Operating Income for the period representative of Cash Net Operating Income for a full year. |
| (2) | Adjustments to reflect Annualized Cash Net Operating Income from mortgage and construction loans receivable and preferred equity investments in the related asset class of the underlying real estate. |
Reporting Definitions:
Annualized Cash Net Operating Income (“Annualized Cash NOI”). The Company believes that net income as defined by GAAP is the most appropriate earnings measure. The Company considers Annualized Cash NOI an important supplemental measure because it allows investors, analysts and its management to evaluate the operating performance of its investments. The Company defines Annualized Cash NOI as Annualized Revenues less operating expenses andnon-cash revenues and expenses. Annualized Cash NOI excludes all other financial statement amounts included in net income.
Annualized Revenues. The annual contractual rental revenues under leases and interest and other income generated by the Company’s loans receivable and other investments based on amounts invested and applicable terms as of the end of the period presented. Annualized Revenues do not include tenant recoveries or additional rents and are adjusted to reflect actual payments received related to the twelve months ended at the end of the respective period for leases no longer accounted for on an accrual basis.
Cash Net Operating Income (“Cash NOI”). The Company believes that net income as defined by GAAP is the most appropriate earnings measure. The Company considers Cash NOI an important supplemental measure because it allows investors, analysts and its management to evaluate the operating performance of its investments. The Company defines Cash NOI as total revenues less operating expenses andnon-cash revenues and expenses. Cash NOI excludes all other financial statement amounts included in net income.
1781 FLIGHT WAY
TUSTIN, CA 92782
VOTE BY INTERNET - www.ProxyVote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on June 12, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE -1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on June 12, 2024. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |
|---|---|
| V47341-P12131 | KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
The Board of Directors recommends you vote FOR the following:
| 1. | Election of Directors |
| Nominees: | For | Against | Abstain |
|---|---|---|---|
| 1a. Craig A. Barbarosh | ☐ | ☐ | ☐ |
| 1b. Katie Cusack | ☐ | ☐ | ☐ |
| 1c. Michael J. Foster | ☐ | ☐ | ☐ |
| 1d. Lynne S. Katzmann | ☐ | ☐ | ☐ |
| 1e. Ann Kono | ☐ | ☐ | ☐ |
| 1f. Jeffrey A. Malehorn | ☐ | ☐ | ☐ |
| 1g. Richard K. Matros | ☐ | ☐ | ☐ |
| 1h. Clifton J. Porter II | ☐ | ☐ | ☐ |
| The Board of Directors recommends you vote FORproposals 2 and 3. | For | Against | Abstain | |
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as Sabra’s independent registered public accounting firm for the fiscal year ending December 31, 2024. | ☐ | ☐ | ☐ |
| 3. | Approval, on an advisory basis, of the compensation of Sabra’s named executive officers. | ☐ | ☐ | ☐ |
| NOTE: Such other business will be transacted at the meeting as may properly come before the meeting or any adjournments or postponements thereof. | ||||
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
|---|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Annual Report and Notice and Proxy Statement are available at www.ProxyVote.com.
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V47342-P12131
Annual Meeting of Stockholders
June 13, 2024 at 9:00 AM Pacific Time
This proxy is solicited by the Board of Directors
The undersigned stockholder(s), hereby revoking any proxy previously given, hereby appoint(s) Richard K. Matros and Michael L. Costa, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) each of them to represent and to vote, as designated on the reverse side of this proxy, all of the shares of common stock of SABRA HEALTH CARE REIT, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held on June 13, 2024 at Sabra’s Headquarters, 1781 Flight Way, Tustin, California 92782, and any adjournments or postponements thereof. The proposals referred to on the reverse side hereof are described in the Proxy Statement that is being delivered in connection with the Annual Meeting of Stockholders.
This proxy, when properly executed and returned, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations included on the reverse side thereof. Whether or not direction is made, each of the named proxies is authorized to vote this proxy in his discretion on such other business as may properly come before the Annual Meeting of Stockholders or any adjournments or postponements thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. IF YOU CHOOSE TO VOTE THESE SHARES BY TELEPHONE OR INTERNET, YOU DO NOT NEED TO RETURN THIS PROXY.
Continued and to be signed on reverse side
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.