Sabra Health Care REIT Inc
For the period ended Mar 31, 2025. Filed May 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 5, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-10-31.
0001492298-24-000031
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-05.
0001492298-25-000016
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 147 previous paragraphs and 113 current paragraphs.
66 unchanged; 40 reworded; 6 added; 34 removed; 7 previous and 1 current paragraphs rearranged.
Tables are not compared: 7 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
•Recently Issued Accounting Standards Updates
Current report
Recently Issued Accounting Standards Updates
Current report
Our rental income in future years will be impacted by changes in inflation. Certain of our lease agreements provide for an annual rent escalator based on the percentage change in the Consumer Price Index (but not less than zero), subject to minimum or maximum fixed percentages that range from 1.0% to 5.0%.
Current report
Interest
Current report
General and Administrative
Current report
Recovery of Loan Losses
Removed paragraphs (34)
Previous report
•Recently Issued Accounting Standards Update
Previous report
Dispositions
Previous report
During thenine months ended September 30, 2024, we completed the sale of eight skilled nursing/transitional care facilities for aggregate consideration, net of closing costs, of$40.5 million. The net carrying value of the assets and liabilities of these facilities was$44.5 million, which resulted in an aggregate$4.0 million net loss on sale. We continue to evaluate additional assets for sale as part of our initiative to recycle capital and further improve our portfolio quality.
Previous report
Recently Issued Accounting Standards Update
Previous report
General and Administrative Expenses
Previous report
(Recovery of) Provision for Loan Losses
Previous report
Net Loss on Sales of Real Estate
Previous report
During the three months ended September 30, 2024, we recognized an aggregate net loss of $5.7 million related to the disposition of four skilled nursing/transitional care facilities. During the three months ended September 30, 2023, we recognized an aggregate net loss of $46.5 million related to the disposition of 13 skilled nursing/transitional care facilities and two Senior Housing - Leased communities.
Previous report
Income Tax Benefit (Expense)
Previous report
(1)Represents the dollar amount increase (decrease) for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 as a result of investments/dispositions made after January 1, 2023.
Previous report
Rental and Related Revenues
Previous report
Resident Fees and Services
Previous report
During the nine months ended September 30, 2024, we recognized $207.7 million of resident fees and services compared to $174.9 million for the nine months ended September 30, 2023. The $32.8 million net increase is due to (i) a $16.1 million increase related to seven facilities that were transitioned to Senior Housing - Managed communities after January 1, 2023, (ii) a $10.8 million increase related to increased occupancy and an increase in rates and (iii) a $6.3 million increase from three Senior Housing - Managed communities acquired after January 1, 2023. These increases are partially offset by a $0.4 million decrease related to one Senior Housing - Managed community disposed of after January 1, 2023.
Previous report
Interest and Other Income
Previous report
Interest and other income primarily consists of income earned on our loans receivable investments and preferred returns earned on our preferred equity investments. During the nine months ended September 30, 2024, we recognized $27.7 million of interest and other income compared to $26.0 million for the nine months ended September 30, 2023. The net increase of $1.8 million is due to (i) a $1.1 million increase from investments made after January 1, 2023, (ii) a $0.6 million increase due to increased fundings for existing investments, (iii) a $0.4 million increase in bank interest income and (iv) a $0.2 million lease termination payment primarily related to one skilled nursing/transitional care facility, partially offset by a $0.7 million decrease in income from investments repaid after January 1, 2023.
Previous report
Depreciation and Amortization
Previous report
During the nine months ended September 30, 2024, we incurred $127.3 million of depreciation and amortization expense compared to $140.2 million for the nine months ended September 30, 2023. The net decrease of $12.9 million is due to (i) an $8.1 million decrease due to accelerating the remaining useful life of a facility that was demolished in 2023, (ii) a $5.1 million decrease from properties disposed of after January 1, 2023 and (iii) a $4.4 million decrease due to assets that have been fully depreciated. These decreases are partially offset by a $2.7 million increase from properties acquired after January 1, 2023 and a $2.3 million increase from additions to real estate.
Previous report
Triple-Net Portfolio Operating Expenses
Previous report
During the nine months ended September 30, 2024, we recognized $13.0 million of triple-net portfolio operating expenses compared to $13.2 million for the nine months ended September 30, 2023. The $0.3 million net decrease is primarily due tofacilities that have since transitioned to new operators who are now paying the property taxes directly and adjustments to our estimates related to property taxes.
Previous report
During the nine months ended September 30, 2024, we recognized $154.3 million of Senior Housing - Managed portfolio operating expenses compared to $132.1 million for the nine months ended September 30, 2023. The $22.1 million net increase is due to (i) a $14.2 million increase related to seven facilities that were transitioned to Senior Housing - Managed communities after January 1, 2023, (ii) a $3.3 million increase related to three Senior Housing - Managed communities acquired after January 1, 2023, (iii) a $2.0 million increase in employee compensation primarily due to increased labor rates and staffing, (iv) a $1.4 million increase in management fees, dining expenses and housekeeping costs due to increased occupancy and (v) a $1.2 million increase in marketing, administrative and corporate overhead expenses. These increases are partially offset by a $0.4 million decrease related to one Senior Housing - Managed community disposedof after January 1, 2023.
Previous report
General and Administrative Expenses
Previous report
General and administrative expenses include compensation-related expenses as well as professional services, office costs, other costs associated with asset management, and acquisition costs. During the nine months ended September 30, 2024, general and administrative expenses were $37.0 million compared to $30.8 million during the nine months ended September 30, 2023. The $6.2 million net increase is related to a $6.4 million increase in compensation, including a $0.9 million increase in stock-based compensation, for our teammatesas a result of changes in performance-based payout assumptions on compensation andannual salary adjustments and a $0.3 million increase in office expense primarily related to the new corporate office lease, partially offset by a $0.3 million decrease in insurance expense.
Previous report
(Recovery of) Provision for Loan Losses
Previous report
During the nine months ended September 30, 2024 and 2023, we recognized a $0.4 million recovery of and a $0.5 million provision for loan losses, respectively, primarily associated with our loans receivable investments.
Previous report
Loss on Extinguishment of Debt
Previous report
No loss on extinguishment of debt was recognized during the nine months ended September 30, 2024. During the nine months ended September 30, 2023, we recognized a $1.5 million loss on extinguishment of debt related to write-offs of deferred financing costs in connection with amending and restating the fifth amended and restated unsecured credit agreement entered into by the Operating Partnership and Sabra Canadian Holdings, LLC and the other parties thereto on September 9, 2019.
Previous report
Other Income
Previous report
During the nine months ended September 30, 2024, we recognized $0.8 million of other income primarily related to business interruption insurance income related to one Senior Housing - Managed community that was closed due to a fire. During the nine months ended September 30, 2023, we recognized $2.6 million of other income primarily related to (i) a $3.7 million gain on insurance proceeds received related to property damage incurred at a vacant facility, (ii) $0.5 million of business interruption insurance income related to one Senior Housing - Managed community that was closed due to a fire and (iii) $0.3 million of income related to the sale of licensed beds. This income is partially offset by $1.5 million of transition-related expenses related to the transition of 14 Senior Housing - Managed communities to new operators in 2023.
Previous report
Net Loss on Sales of Real Estate
Previous report
During the nine months ended September 30, 2024, we recognized an aggregate net loss of $4.0 million related to the disposition of eight skilled nursing/transitional care facilities. During the nine months ended September 30, 2023, we recognized an aggregate net loss of $75.9 million related to the disposition of 23 skilled nursing/transitional care facilities, three Senior Housing - Leased communities and one Senior Housing - Managed community.
Previous report
Loss from Unconsolidated Joint Ventures
Previous report
During the nine months ended September 30, 2024, we recognized $0.3 million of loss from our unconsolidated joint ventures compared to $2.1 million of loss for the nine months ended September 30, 2023. The $1.8 million net improvement is primarily related to a $2.0 million increase in revenues net of operating expenses primarily due to increased occupancy, which includes $0.2 million related to one senior housing community acquired by one of our joint ventures after January 1, 2023.
Previous report
During the nine months ended September 30, 2024, we recognized $0.6 million of income tax expense compared to $1.5 million for the nine months ended September 30, 2023. The $0.9 million decrease is due to lower taxable income during the nine months ended September 30, 2024.
Previous report
During the nine months ended September 30, 2024, we utilized the forward feature of the ATM Program to allow for the sale of up to 7.3 million shares of our common stock at an initial weighted average price of $15.41 per share, net of commissions, and we settled 5.0 million shares at a weighted average net price of $14.70 per share, after commissions and fees, resulting in net proceeds of $74.2 million.
Reworded paragraphs (40)
Previous wording
Our primary business consists of acquiring, financing and owning real property to be leased to third party tenants in the healthcare sector. We primarily generate revenues by leasing properties to tenants and owning properties operated by third-party property managers throughout the United States (“U.S.”) and Canada.
Current wording
Our primary business consists of acquiring, financing and owning real estate property to be leased to third-party tenants in the healthcare sector. We primarily generate revenues by leasing properties to tenants and owning properties operated by third-party property managers throughout the United States (“U.S.”) and Canada.
Previous wording
Our operations have been and are expected to continue to be impacted by economic and market conditions. Increases in interest rates, labor shortages, inflation and increased volatility in public equity and fixed income markets have led to increased costs and limited the availability of capital.
Current wording
Our operations have been and are expected to continue to be impacted by economic and market conditions. Increases in interest rates and operating expenses, labor shortages, inflation and increased volatility in public equity and fixed income markets have led to increased costs and limited the availability of capital.
Previous wording
The above factors, together with the impact of COVID-19, have resulted in decreased occupancy and increased operating costs for our tenants and borrowers, which have negatively impacted their operating results and may adversely impact their ability to make full and timely rental payments and debt service payments, respectively, to us. Our Senior Housing - Managed portfolio has been similarly impacted, and we expect that decreased occupancy and increased operating costs will continue to negatively impact the operating results of these investments. While our tenants, borrowers and Senior Housing - Managed portfolio have experienced increases in occupancy, certain of those occupancy rates are still below pre-pandemic levels. On the labor front, our tenants, borrowers and Senior Housing - Managed portfolio have significantly reduced their reliance on agency staffing which was a mainstay in the wake of COVID-19, and while they continue to experience improvements in both permanent labor availability and overall costs from the worst points of the pandemic, permanent labor supply remains lower and costs remain higher than pre-pandemic levels. We are, however, encouraged by increases our tenants are receiving in reimbursement rates in our skilled nursing/transitional care portfolio, as those increases have led to margin recovery despite occupancy being below pre-pandemic levels.
Current wording
Housing - Managed portfolio operating results. While our tenants, borrowers and Senior Housing - Managed portfolio have experienced increases in occupancy, certain of those occupancy rates are still below pre-pandemic levels. On the labor front, while our tenants, borrowers and Senior Housing - Managed portfolio continue to experience improvements in both permanent labor availability and overall costs from the worst point of the pandemic, permanent labor supply remains lower and costs remain higher than pre-pandemic levels. We are, however, encouraged by increases our tenants are receiving in reimbursement rates in our skilled nursing/transitional care portfolio, as those increases have led to margin recovery despite occupancy being below pre-pandemic levels. Additionally, favorable demographics, including an aging population and longer life expectancies, are expected to benefit our tenants as well as our Senior Housing - Managed portfolio.
Previous wording
During thenine months ended September 30, 2024, we acquiredtwo Senior Housing - Managed communities and one Senior Housing - Leased community for aggregate consideration of $112.2 million, including acquisition costs. See Note 3, “Recent Real Estate Acquisitions (Consolidated),” in the Notes to Consolidated Financial Statements for additional information regarding these investments.
Current wording
During the three months ended March 31, 2025, we acquired 24 units on the campus of one of our Senior Housing - Leased communities for consideration of $7.9 million, including acquisition costs. See Note 3, “Recent Real Estate Acquisitions (Consolidated),” in the Notes to Consolidated Financial Statements for additional information regarding this investment.
Previous wording
Our consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The preparation of our financial statements requires significant management judgments, assumptions and estimates about matters that are inherently uncertain. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses. A discussion of the accounting policies that management considers critical in that they involve significant management judgments and assumptions, require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results is included in Part II, Item 7 of our 2023 Annual Report on Form 10-K filed with the SEC. There have been no significant changes to our critical accounting policies during the nine months ended September 30, 2024.
Current wording
Our consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The preparation of our financial statements requires significant management judgments, assumptions and estimates about matters that are inherently uncertain. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses. A discussion of the accounting policies that management considers critical in that they involve significant management judgments and assumptions, require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results is included in Part II, Item 7 of our 2024 Annual Report on Form 10-K filed with the SEC. There have been no significant changes to our critical accounting policies during the three months ended March 31, 2025.
Previous wording
As of September 30, 2024, our investment portfolio consisted of 373 real estate properties held for investment, 14 investments in loans receivable, five preferred equity investments and two investments in unconsolidated joint ventures. As of September 30, 2023, our investment portfolio consisted of 377 real estate properties held for investment, 12 investments in loans receivable, five preferred equity investments and two investments in unconsolidated joint ventures. In general, we expect that income and expenses related to our portfolio will fluctuate in future periods in comparison to the corresponding prior periods as a result of investment and disposition activity and anticipated future changes in our portfolio. The results of operations presented are not directly comparable due to ongoing acquisition and disposition activity, including our capital recycling initiative.
Current wording
As of March 31, 2025, our investment portfolio consisted of 364 real estate properties held for investment, 15 investments in loans receivable, four preferred equity investments and two investments in unconsolidated joint ventures. As of March 31, 2024, our investment portfolio consisted of 374 real estate properties held for investment, four assets held for sale, 14 investments in loans receivable, five preferred equity investments and two investments in unconsolidated joint ventures. In general, we expect that income and expenses related to our portfolio will fluctuate in future periods in comparison to the corresponding prior periods as a result of investment and disposition activity and anticipated future changes in our portfolio. The results of operations presented are not directly comparable due to ongoing acquisition and disposition activity, including our capital recycling initiative.
Previous wording
During the three months ended September 30, 2024, we recognized $94.6 million of rental income compared to $93.1 million for the three months ended September 30, 2023. The $1.5 million net increase in rental income is related to(i) a $1.9 million increase from properties acquired after July 1, 2023, (ii) a $1.5 million net increase in rental and related revenues related to leases that are no longer accounted for on an accrual basis, (iii) a $0.8 million increase due to lease amendments and annual rental increases based on changes in the Consumer Price Index, (iv)a $0.8 million increase from properties that were transitioned to new operatorsand (v)a $0.6 million increase due to incremental revenue related to capital expenditures. These increases are partially offset byan increase of $2.4 million in cash and non-cash rent receivable write-offs related to leases that are no longer accounted for on an accrual basis and a $2.1 million decrease from properties disposed of after July 1, 2023.
Current wording
During the three months ended March 31, 2025, we recognized $96.0 million of rental income compared to $91.8 million for the three months ended March 31, 2024. The $4.3 million net increase in rental income is related to(i) a net $3.5 million decrease of non-cash rent and lease inducement write-offs related to leases that are no longer accounted for on an accrual basis, (ii) a $1.1 million net increase in cash revenue related to leases that are no longer accounted for on an accrual basis, (iii) a $0.9 million increase from properties acquired after January 1, 2024 and (iv) a $0.7 million increase due to lease amendments and annual rental increases based on changes in the Consumer Price Index. These increases are partially offset bya $1.9 million decrease from properties disposed of after January 1, 2024.
Previous wording
During the three months ended September 30, 2024, we recognized $73.7 million of resident fees and services compared to $59.7 million for the three months ended September 30, 2023. The $14.0 million net increase is due to a $5.3 million increase related to five facilities that were transitioned to Senior Housing - Managed communities after July 1, 2023, a $4.2 million increase related to two Senior Housing - Managed communities acquired after July 1, 2023 and the remaining increase is primarily related to increased occupancy and an increase in rates.
Current wording
During the three months ended March 31, 2025, we recognized $77.4 million of resident fees and services compared to $66.0 million for the three months ended March 31, 2024. The $11.4 million net increase is due to a $5.9 million increase related to three Senior Housing - Managed communities acquired after January 1, 2024, a $1.2 million increase related to two facilities that were transitioned to Senior Housing - Managed communities after January 1, 2024 and the remaining increase is primarily related to increased occupancy and an increase in rates.
Previous wording
Interest and other income primarily consists of income earned on our loans receivable investments and preferred returns earned on our preferred equity investments. During the three months ended September 30, 2024, we recognized $9.7 million of interest and other income compared to $8.8 million for the three months ended September 30, 2023. The net increase of $0.9 million is due to (i) a $0.4 million increase from investments made after July 1, 2023, (ii) a $0.2 million lease termination payment primarily related to one skilled nursing/transitional care facility, (iii) a $0.1 million increase due to increased fundings for existing investments and (iv) a $0.1 million increase in bank interest income.
Current wording
Interest and other income primarily consists of income earned on our loans receivable investments and preferred returns earned on our preferred equity investments. During the three months ended March 31, 2025, we recognized $10.1 million of interest and other income compared to $8.9 million for the three months ended March 31, 2024. The net increase of $1.1 million is due to (i) a $0.5 million increase from investments made after January 1, 2024, (ii) a $0.5 million increase in late fee income and (iii) a $0.1 million increase in bank interest income.
Previous wording
During the three months ended September 30, 2024, we incurred $42.7 million of depreciation and amortization expense compared to $43.2 million for the three months ended September 30, 2023. The net decrease of $0.5 million is due to a $1.5 million decrease due to assets that have been fully depreciated and a $1.3 million decrease from properties disposed of after July 1, 2023. These decreases are partially offset by a $1.9 million increase from properties acquired after July 1, 2023 and a $0.5 million increase from additions to real estate.
Current wording
During the three months ended March 31, 2025, we incurred $43.5 million of depreciation and amortization expense compared to $42.9 million for the three months ended March 31, 2024. The net increase of $0.6 million is due to a $2.0 million increase from properties acquired after January 1, 2024 and a $0.5 million increase from additions to real estate. These increases are partially offset by a $1.3 million decrease due to assets that have been fully depreciated and a $0.9 million decrease from properties disposed of after January 1, 2024.
Previous wording
We incur interest expense comprised of costs of borrowings plus the amortization of deferred financing costs related to our indebtedness. During the three months ended September 30, 2024, we incurred $29.5 million of interest expense compared to $28.2 million for the three months ended September 30, 2023. The $1.3 million net increase is primarily related to a $1.8 million increase in interest expense related to borrowings under the Credit Agreement (as defined below), partially offset by a $0.5 million decrease in non-cash interest expense related to our interest rate hedges.
Current wording
We incur interest expense comprised of costs of borrowings plus the amortization of deferred financing costs related to our indebtedness. During the three months ended March 31, 2025, we incurred $27.1 million of interest expense compared to $28.4 million for the three months ended March 31, 2024. The $1.3 million net decrease is primarily related to a decrease in non-cash interest expense related to our interest rate hedges.
Previous wording
During the three months ended September 30, 2024, we recognized $4.3 million of triple-net portfolio operating expenses compared to $4.3 million during the three months ended September 30, 2023. The $34,000 net decrease is primarily due to facilities that have since transitioned to new operators who are now paying the property taxes directly and adjustments to our estimates related to property taxes.
Current wording
During the three months ended March 31, 2025, we recognized $3.5 million of triple-net portfolio operating expenses compared to $4.3 million during the three months ended March 31, 2024. The $0.8 million net decrease is due to a $0.3 million decrease from properties disposed of after January 1, 2024 and the remaining decrease is primarily due to facilities that have since transitioned to new operators who are now paying the property taxes directly.
Previous wording
During the three months ended September 30, 2024, we recognized $54.2 million of Senior Housing - Managed portfolio operating expenses compared to $44.5 million for the three months ended September 30, 2023. The $9.7 million net increase is due to (i) a $4.6 million increase related to five facilities that were transitioned to Senior Housing - Managed communities after July 1, 2023, (ii) a $2.5 million increase related to two Senior Housing - Managed communities acquired after July 1, 2023, (iii) a $1.4 million increase in employee compensation primarily due to increased labor rates and staffing, (iv) a $0.6 million increase in management fees, dining expenses and housekeeping costs due to increased occupancy and (v) a $0.5 million increase in marketing, administrative and corporate overhead expense.
Current wording
During the three months ended March 31, 2025, we recognized $56.5 million of Senior Housing - Managed portfolio operating expenses compared to $49.7 million for the three months ended March 31, 2024. The $6.8 million net increase is due to (i) a $3.6 million increase related to three Senior Housing - Managed communities acquired after January 1, 2024, (ii) a $0.9 million increase related to two facilities that were transitioned to Senior Housing - Managed communities after January 1, 2024, (iii) a $0.7 million increase in employee compensation primarily due to increased labor rates and staffing, (iv) a $0.6 million increase in management fees, dining expenses and housekeeping costs due to increased occupancy and (v) a $0.5 million increase in utilities primarily due to increased rates and usage.
Previous wording
General and administrative expenses include compensation-related expenses as well as professional services, office costs, other costs associated with asset management, and acquisition costs. During the three months ended September 30, 2024, general and administrative expenses were $12.4 million compared to $10.8 million during the three months ended September 30, 2023. The $1.6 million net increase is primarily related to a $2.1 million increase in compensation, including a $0.4 million increase in stock-based compensation, for our teammates as a result of changes in performance-based payout assumptions on compensation and annual salary adjustments, partially offset by a $0.2 million decrease in insurance expense.
Current wording
General and administrative expenses include compensation-related expenses as well as professional services, office costs, other costs associated with asset management, and acquisition costs. During the three months ended March 31, 2025, general and administrative expenses were $12.7 million compared to $11.9 million during the three months ended March 31, 2024. The $0.8 million net increase is primarily related to an $0.8 million increase in compensation, including a $0.2 million increase in stock-based compensation, for our teammates as a result of annual salary adjustments.
Previous wording
During the three months ended September 30, 2024 and 2023, we recognized a $0.1 million recovery of and a $0.3 million provision for loan losses, respectively, associated with our loans receivable investments.
Current wording
During the three months ended March 31, 2025 and 2024, we recognized a $0.2 million and a $0.1 million recovery of loan losses, respectively, associated with our loans receivable investments.
Previous wording
During the nine months ended September 30, 2024, we recognized an $18.5 million impairment of real estate primarily related to six facilities that were sold or are expected to be sold. During the nine months ended September 30, 2023, we recognized a $7.1 million impairment of real estate related to one skilled nursing/transitional care facility that was sold.
Current wording
No impairment of real estate was recognized during the three months ended March 31, 2025. During the three months ended March 31, 2024, we recognized a $3.1 million impairment of real estate related to three facilities that have sold.
Previous wording
No other income was recognized during the three months ended September 30, 2024. During the three months ended September 30, 2023, we recognized $2.2 million of other income related to a $3.7 million gain on insurance proceeds received related to property damage incurred at a vacant facility and $0.5 million of business interruption insurance income related to one Senior Housing - Managed community that was closed due to a fire. This income is partially offset by $1.4 million of transition-related expenses related to the transition of 14 Senior Housing - Managed communities to new operators in 2023.
Current wording
During the three months ended March 31, 2025, we recognized $38,000 of other income. During the three months ended March 31, 2024, we recognized $0.8 million of other income primarily related to business interruption insurance income related to one Senior Housing - Managed community that was closed due to a fire.
Previous wording
During the three months ended September 30, 2024, we recognized $0.2 million of income from our unconsolidated joint ventures compared to $0.6 million of loss for the three months ended September 30, 2023. The $0.9 million net improvement is primarily related to a $0.8 million increase in revenues net of operating expenses primarily due to increased occupancy.
Current wording
During the three months ended March 31, 2025, we recognized $0.2 millionof income from our unconsolidated joint ventures compared to $0.6 million of loss for the three months ended March 31, 2024. The $0.8 million net improvement is primarily related to a $0.7 million increase in revenues net of operating expenses primarily due to increased occupancy.
Previous wording
During the three months ended September 30, 2024, we recognized $0.3 million of income tax benefit compared to $0.5 million of income tax expense during the three months ended September 30, 2023. The $0.7 million change is due to lower taxable income during the three months ended September 30, 2024.
Current wording
During the three months ended March 31, 2025, we recognized $0.4 million of income tax expense compared to $0.5 million during the three months ended March 31, 2024. The $40,000 change is primarily due to lower taxable income.
Previous wording
The following table reconciles our calculations of FFO and AFFO for the three and nine months ended September 30, 2024 and 2023, to net income, the most directly comparable GAAP financial measure, for the same periods (in thousands, except share and per share amounts):
Current wording
The following table reconciles our calculations of FFO and AFFO for the three months ended March 31, 2025 and 2024, to net income, the most directly comparable GAAP financial measure, for the same periods (in thousands, except share and per share amounts):
Previous wording
As of September 30, 2024, we had approximately $947.8 million in liquidity, consisting of unrestricted cash and cash equivalents of $63.0 million, available borrowings under our Revolving Credit Facility (as defined below) of $847.4 million and $37.4 million related to shares outstanding under forward sale agreements under our ATM Program (as defined below). The
Current wording
As of March 31, 2025, we had approximately $1.1 billion in liquidity, consisting of unrestricted cash and cash equivalents of $22.7 million, available borrowings under our Revolving Credit Facility (as defined below) of $917.3 million and $110.5 million related to shares outstanding under forward sale agreements under our ATM Program (as defined below). The Credit Agreement also contains an accordion feature that can increase the total available borrowings to $2.75 billion (from U.S. $1.4 billion plus CAD $150.0 million), subject to terms and conditions.
Previous wording
During the three months ended September 30, 2024, we utilized the forward feature of the ATM Program to allow for the sale of up to 4.2 million shares of our common stock at an initial weighted average price of $16.10 per share, net of commissions, and we settled 2.3 million shares at a weighted average net price of $15.13 per share, after commissions and fees, resulting in net proceeds of $35.1 million.
Current wording
During the three months ended March 31, 2025, we utilized the forward feature of the ATM Program to allow for the sale of up to 4.9 million shares of our common stock at an initial weighted average price of $17.32 per share, net of commissions.
Previous wording
As of September 30, 2024, 2.2 million shares remained outstanding under the forward sale agreements, with an initial weighted average price of $16.77 per share, net of commissions.
Current wording
As of March 31, 2025, 6.4 million shares remained outstanding under the forward sale agreements, with an initial weighted average price of $17.32 per share, net of commissions.
Previous wording
No other shares were sold under the ATM Program during the three and nine months ended September 30, 2024.
Current wording
No other shares were sold under the ATM Program during the three months ended March 31, 2025.
Previous wording
As of September 30, 2024, we had $386.7 million available under the ATM Program. Subject to market conditions, we expect to use proceeds from our ATM Program to finance future investments in properties.
Current wording
As of March 31, 2025, we had $297.7 million available under the ATM Program. Subject to market conditions, we expect to use proceeds from our ATM Program to finance future investments in properties.
Previous wording
Net cash provided by operating activities was $230.6 million for the nine months ended September 30, 2024. Operating cash inflows were derived primarily from the rental payments received under our lease agreements, resident fees and services net of the corresponding operating expenses, and interest payments from borrowers under our loan and preferred equity investments. Operating cash outflows consisted primarily of interest payments on borrowings and payment of general and administrative expenses, including corporate overhead. Increases to operating cash flows primarily relate to completed investment activity, and decreases to operating cash flows primarily relate to disposition activity and interest expense from increased borrowing activity and higher interest rates. In addition, the change in operating cash flows was impacted by the timing of collections from our tenants and borrowers and fluctuations in the operating results of our Senior Housing - Managed communities. We expect our annualized cash flows provided by operating activities to fluctuate as a result of such activity.
Current wording
Net cash provided by operating activities was $80.3 million for the three months ended March 31, 2025. Operating cash inflows were derived primarily from the rental payments received under our lease agreements, resident fees and services net of the corresponding operating expenses, and interest payments from borrowers under our loan and preferred equity investments. Operating cash outflows consisted primarily of interest payments on borrowings and payment of general and administrative expenses, including corporate overhead. Increases to operating cash flows primarily relate to completed investment activity and decreases to operating cash flows primarily relate to disposition activity. Interest payment outflows are impacted by increases or decreases in borrowings and changes in interest rates. In addition, the change in operating cash flows was impacted by the timing of collections from our tenants and borrowers and fluctuations in the operating results of our Senior Housing - Managed communities. We expect our annualized cash flows provided by operating activities to fluctuate as a result of such activity.
Previous wording
During the nine months ended September 30, 2024, net cash used in investing activities was $127.6 million and included $112.2 million used for the acquisition of three facilities, $39.2 million used for additions to real estate, $21.5 million used to provide funding for loans receivable, $2.5 million used to provide funding for a preferred equity investment and $0.7 million used for the investment in an unconsolidated joint venture, partially offset by $40.5 million in net proceeds from the sales of real estate, $5.3 million in repayments of preferred equity investments and $2.8 million in repayments of loans receivable.
Current wording
During the three months ended March 31, 2025, net cash used in investing activities was $16.4 million and included $7.9 million used for the acquisition of additional units on the campus of one of our facilities, $7.8 million used for additions to real estate, $1.7 million used to provide funding for loans receivable and $1.0 million used for the investment in an unconsolidated joint venture, partially offset by $1.1 million in repayments of loans receivable and $0.8 million in repayments of preferred equity investments.
Previous wording
During the nine months ended September 30, 2024, net cash used in financing activities was $80.6 million and included $209.2 million of dividends paid to stockholders, $1.5 million of principal repayments on secured debt and $0.1 million of payments of deferred financing costs related to the Credit Agreement, partially offset by $71.4 million of proceeds from shares sold through our ATM Program, net of related costs and payroll costs related to the issuance of common stock pursuant to equity compensation arrangements, and $58.8 million of net proceeds from our Revolving Credit Facility.
Current wording
During the three months ended March 31, 2025, net cash used in financing activities was $101.2 million and included $71.4 million of dividends paid to stockholders, $23.9 million of net repayments of our Revolving Credit Facility, $5.4 million of net costs related to payroll tax payments related to the issuance of common stock pursuant to equity compensation arrangements and our ATM Program, $0.5 million of principal repayments on secured debt and $0.1 million of payments of deferred financing costs related to the Credit Agreement.
Previous wording
(1)Principal balance does not include discount, net of $4.8 million and deferred financing costs, net of $9.3 million as of September 30, 2024.
Current wording
(1)Principal balance does not include discount, net of $5.2 million and deferred financing costs, net of $8.6 million as of March 31, 2025.
Previous wording
Interest. Our estimated interest and facility fee payments based on principal amounts of debt outstanding as of September 30, 2024, applicable interest rates in effect as of September 30, 2024, and including the impact of interest rate swaps and collars are $31.6 million for the remainder of 2024, $106.5 million in 2025, $106.5 million in 2026, $66.1 million in 2027, $40.6 million in 2028 and $100.9 million thereafter.
Current wording
Interest. Our estimated interest and facility fee payments based on principal amounts of debt outstanding as of March 31, 2025, applicable interest rates in effect as of March 31, 2025, and including the impact of interest rate swaps are $80.9 million for the remainder of 2025, $101.1 million in 2026, $65.7 million in 2027, $40.6 million in 2028, $40.3 million in 2029 and $60.6 million thereafter.
Previous wording
Capital and Other Expenditures and Funding Commitments. For the nine months ended September 30, 2024 and 2023, our aggregate capital expenditures were $39.2 million and $63.8 million, respectively. As of September 30, 2024, our aggregate commitment for future capital and other expenditures related to facilities leased under triple-net operating leases was approximately $15 million, of which $12 million will directly result in incremental rental income, and approximately $5 million will be spent over the next 12 months. We also expect to fund capital expenditures related to our Senior Housing - Managed communities.
Current wording
Capital and Other Expenditures and Funding Commitments. For the three months ended March 31, 2025 and 2024, our aggregate capital expenditures were $7.8 million and $12.9 million, respectively. As of March 31, 2025, our aggregate commitment for future capital and other expenditures related to facilities leased under triple-net operating leases was approximately $14 million, of which $12 million will directly result in incremental rental income, and approximately $4 million will be spent over the next 12 months. We also expect to fund capital expenditures related to our Senior Housing - Managed communities.
Previous wording
In addition, as of September 30, 2024, we have committed to provide up to $1.5 million of future funding related to two loan receivable investments.
Current wording
In addition, as of March 31, 2025, we have committed to provide up to $0.7 million of future funding related to three loan receivable investments.
Previous wording
We paid dividends of $209.2 million on our common stock during the nine months ended September 30, 2024. On October 31, 2024, our board of directors declared a quarterly cash dividend of $0.30 per share of common stock. The dividend will be paid on November 29, 2024 to common stockholders of record as of November 15, 2024.
Current wording
We paid dividends of $71.4 million on our common stock during the three months ended March 31, 2025. On May 5, 2025, our board of directors declared a quarterly cash dividend of $0.30 per share of common stock. The dividend will be paid on May 30, 2025 to common stockholders of record as of May 16, 2025.
Previous wording
In accordance with Regulation S-X, the following aggregate summarized financial information is provided for Sabra and the Operating Partnership. This aggregate summarized financial information has been prepared from the books and records maintained by us and the Operating Partnership. The aggregate summarized financial information does not include the investments in, nor the earnings from, subsidiaries other than the Operating Partnership and therefore is not necessarily indicative of the results of operations or financial position had the Operating Partnership operated as an independent entity. Intercompany transactions have been eliminated. The aggregate summarized balance sheet information as of September 30, 2024 and December 31, 2023 and aggregate summarized statement of loss information for the nine months ended September 30, 2024 is as follows (in thousands):
Current wording
In accordance with Regulation S-X, the following aggregate summarized financial information is provided for Sabra and the Operating Partnership. This aggregate summarized financial information has been prepared from the books and records maintained by us and the Operating Partnership. The aggregate summarized financial information does not include the investments in, nor the earnings from, subsidiaries other than the Operating Partnership and therefore is not necessarily indicative of the results of operations or financial position had the Operating Partnership operated as an independent entity. Intercompany transactions have been eliminated. The aggregate summarized balance sheet information as of March 31, 2025 and December 31, 2024 and aggregate summarized statement of loss information for the three months ended March 31, 2025 is as follows (in thousands):
Previous wording
Management believes our current portfolio is reasonably diversified across healthcare related real estate and geographical location and does not contain any other significant concentration of credit risks. Our portfolio of 373 real estate properties held for investment as of September 30, 2024 is diversified by location across the U.S. and Canada.
Current wording
Management believes our current portfolio is reasonably diversified across healthcare related real estate and geographical location and does not contain any other significant concentration of credit risks. Our portfolio of 364 real estate properties held for investment as of March 31, 2025 is diversified by location across the U.S. and Canada.
Previous wording
For the three and nine months ended September 30, 2024, no tenant relationship represented 10% or more of our total revenues.
Current wording
For the three months ended March 31, 2025, no tenant relationship represented 10% or more of our total revenues.
Previous wording
For the nine months ended September 30, 2024, 39.6% of our revenues was derived directly or indirectly from skilled nursing/transitional care facilities. Medicare reimburses skilled nursing facilities for Medicare Part A services under the Prospective Payment System (“PPS”), as implemented pursuant to the Balanced Budget Act of 1997 and modified pursuant to subsequent laws, most recently the Patient Protection and Affordable Care Act of 2010. PPS regulations predetermine a payment amount per patient, per day, based on a market basket index calculated for all covered costs.
Current wording
For the three months ended March 31, 2025, 37.0% of our revenues was derived directly or indirectly from skilled nursing/transitional care facilities. Medicare reimburses skilled nursing facilities for Medicare Part A services under the Prospective Payment System (“PPS”), as implemented pursuant to the Balanced Budget Act of 1997 and modified pursuant to subsequent laws, most recently the Patient Protection and Affordable Care Act of 2010. PPS regulations predetermine a payment amount per patient, per day, based on a market basket index calculated for all covered costs.
Previous wording
On April 22, 2024, CMS issued a final rule that establishes minimum nurse staffing requirements for long-term care facilities (the “Minimum Staffing Standards”). The Minimum Staffing Standards will require a total nurse staffing standard of 3.48 hours per resident day (“HPRD”), which must include at least 0.55 HPRD of direct registered nurse care and 2.45 HPRD of direct nurse aide care. Facilities may use any combination of nurse staff (registered nurse, licensed practical nurse and licensed vocational nurse, or nurse aide) to account for the additional 0.48 HPRD needed to comply with the total nurse staffing standard. Additionally, the Minimum Staffing Standards will require facilities to meet new facility assessment requirements and have a registered nurse onsite 24 hours a day, seven days a week, to provide skilled nursing care. The Minimum Staffing Standards became effective on June 21, 2024, with a compliance deadline for the new facility assessment requirements of August 8, 2024 and a phase-in period consisting of three phases over three years for non-rural facilities and over five years for rural facilities for the staffing requirements. We believe the Minimum Staffing Standards, as implemented in its current form, will exacerbate the staffing challenges already faced by our tenants. The Minimum Staffing Standards are currently being challenged in federal court, however there can be no assurance that the outcome of such challenges will be favorable to us.
Current wording
On April 22, 2024, CMS issued a final rule that establishes minimum nurse staffing requirements for long-term care facilities (the “Minimum Staffing Standards”). The Minimum Staffing Standards require a total nurse staffing standard of 3.48 hours per resident day (“HPRD”), which must include at least 0.55 HPRD of direct registered nurse care and 2.45 HPRD of direct nurse aide care (the “Statistical Requirements”). Additionally, the Minimum Staffing Standards require facilities to meet new facility assessment requirements (the “Assessment Requirements”) and have a registered nurse onsite 24 hours a day, seven days a week, to provide skilled nursing care (the “Staffing Requirements”). The Minimum Staffing Standards became effective on June 21, 2024, with a compliance deadline for the Assessment Requirements of August 8, 2024 and a phase-in period consisting of three phases over three years for non-rural facilities and over five years for rural facilities for the Statistical Requirements and the Staffing Requirements. On April 7, 2025, a federal judge vacated the Statistical Requirements and Staffing Requirements. However, the Assessment Requirements remain in effect and we expect that this will exacerbate the staffing challenges already faced by our tenants.
Previous wording
On July 31, 2024, CMS issued a final rule regarding fiscal year 2025 Medicare rates for skilled nursing facilities providing an estimated net increase of 4.2% compared to fiscal year 2024 (comprised of (i) a market basket increase of 3.0% plus (ii) a market basket forecast error adjustment of 1.7% and less (iii) a productivity adjustment of 0.5%). These figures do not incorporate any of the estimated value-based purchasing reductions for skilled nursing facilities. The new payment rates became effective on October 1, 2024. Additionally, the proposed rule expands the civil monetary penalties (“CMP”) that can be imposed for noncompliance to allow for more CMPs per instance and per day.
Current wording
On July 31, 2024, CMS issued a final rule regarding fiscal year 2025 Medicare rates for skilled nursing facilities providing an estimated net increase of 4.2% compared to fiscal year 2024 (comprised of (i) a market basket increase of 3.0% plus (ii) a market basket forecast error adjustment of 1.7% and less (iii) a productivity adjustment of 0.5%). These figures do not incorporate any of the estimated value-based purchasing reductions for skilled nursing facilities. The new payment rates became effective on October 1, 2024. Additionally, the rule expands the civil monetary penalties (“CMP”) that can be imposed for noncompliance to allow for more CMPs per instance and per day.
Previous wording
On July 31, 2023, CMS issued a final rule regarding fiscal year 2024 Medicare rates for skilled nursing facilities providing an estimated net increase of 4.0% compared to fiscal year 2023 comprised of an increase as a result of an update to the payment rates of 6.4% (which is based on (i) a market basket increase of 3.0% plus (ii) a market basket forecast error adjustment of 3.6% and less (iii) a productivity adjustment of 0.2%), partially offset by the second phase of the recalibrated PDPM parity adjustment of 2.3%. These figures do not incorporate any of the estimated value-based purchasing reductions for skilled nursing facilities. The new payment rates became effective on October 1, 2023.
Current wording
On April 11, 2025, CMS issued a proposed rule regarding fiscal year 2026 Medicare rates for skilled nursing facilities providing an estimated net increase of 2.8% compared to fiscal year 2025 (comprised of (i) a market basket increase of 3.0% plus (ii) a market basket forecast error adjustment of 0.6% and less (iii) a productivity adjustment of 0.8%). These figures do not incorporate any of the estimated value-based purchasing reductions for skilled nursing facilities. The proposed payment rates would become effective on October 1, 2025.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The above factors have resulted in decreased occupancy and increased operating costs for our tenants and borrowers, which have negatively impacted their operating results and may adversely impact their ability to make full and timely rental payments and debt service payments, respectively, to us. These factors have similarly had a negative impact on our Senior
Rearranged previous paragraphs (7)
Previous report — wording carried elsewhere
Comparison of results of operations for the nine months ended September 30, 2024 versus the nine months ended September 30, 2023 (dollars in thousands):
Previous report — wording carried elsewhere
(2)Represents the dollar amount increase (decrease) for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 that is not a direct result of investments/dispositions made after January 1, 2023.
Previous report — wording carried elsewhere
During the nine months ended September 30, 2024, we recognized $285.4 million of rental income compared to $283.2 million for the nine months ended September 30, 2023. The $2.2 million net increase in rental income is related to(i) a $4.9 million increase from properties acquired after January 1, 2023, (ii) a $4.0 million net increase in rental and related revenues related to leases that are no longer accounted for on an accrual basis,(iii) a $2.4 million increase due to incremental revenue related to capital expenditures, (iv) a $1.7 million increase due to lease amendments and annual rental increases based on changes in the Consumer Price Index and (v) a $0.5 million increase from properties that were transitioned to new operators. These increases are partially offset by(i) a $7.1 million decrease from properties disposed of after January 1, 2023,(ii) a$2.4 million increase in cash and non-cash rent receivable write-offs related to leases that are no longer accounted for on an accrual basis, (iii) a $1.1 million decrease in Genesis excess rents in accordance with the terms of the memorandum of understanding entered into with Genesis in 2017 and (iv) a $1.1 million decrease from facilities transitioned from triple-net leases to Senior Housing - Managed communities.
Previous report — wording carried elsewhere
Our reported rental and related revenues may be subject to increased variability in the future as a result of lease accounting standards. If at any time we cannot determine that it is probable that substantially all rents over the life of a lease are collectible, rental revenue will be recognized only to the extent of payments received and all receivables associated with the lease will be written off, irrespective of amounts expected to be collectible. However, there can be no assurances regarding the timing and amount of these revenues. Amounts due under the terms of all of our lease agreements are subject to contractual increases, and contingent rental income may be derived from certain lease agreements. No material contingent rental income was derived during the nine months ended September 30, 2024 and 2023.
Previous report — wording carried elsewhere
We incur interest expense comprised of costs of borrowings plus the amortization of deferred financing costs related to our indebtedness. During the nine months ended September 30, 2024, we incurred $87.2 million of interest expense compared to $85.0 million for the nine months ended September 30, 2023. The $2.2 million net increase is primarily related toa $2.7 million increase in interest expense related to borrowings under the Credit Agreement, partially offset by a $0.5 million decrease in non-cash interest expense related to our interest rate hedges.
Previous report — wording carried elsewhere
Senior Housing - Managed Portfolio Operating Expenses
Previous report — wording carried elsewhere
Credit Agreement also contains an accordion feature that can increase the total available borrowings to $2.75 billion (from U.S. $1.4 billion plus CAD $150.0 million), subject to terms and conditions.