SUMMARIZED CONDENSED CONSOLIDATING INFORMATION (Tables)

3 Months Ended

Mar. 31, 2019

Summarized Condensed Consolidating Information [Abstract]

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, 2019

(in thousands)

(unaudited)



						Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾		Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾		Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾		Elimination			Consolidated
Assets
Real estate investments, net of accumulated depreciation	$	306		$	—	$	—	$	1,597,664	$	3,839,384	$	—		$	5,437,354
Loans receivable and other investments, net	(533		)	—		—		49,730		60,017		—			109,214
Investment in unconsolidated joint venture	—			—		—		—		335,701		—			335,701
Cash and cash equivalents	14,770			—		—		1,570		6,533		—			22,873
Restricted cash	—			—		—		1,845		7,921		—			9,766
Assets held for sale	—			—		—		—		270,780		—			270,780
Lease intangible assets, net	—			—		—		15,469		104,198		—			119,667
Accounts receivable, prepaid expenses and other assets, net	5,171			27,962		—		30,770		92,782		(6,895		)	149,790
Intercompany	1,893,948			2,619,046		—		—		—		(4,512,994		)	—
Investment in subsidiaries	1,155,457			1,558,253		—		32,540		—		(2,746,250		)	—
Total assets	$	3,069,119		$	4,205,261	$	—	$	1,729,588	$	4,717,316	$	(7,266,139	)	$	6,455,145

Liabilities
Secured debt, net	$	—		$	—	$	—	$	—	$	115,188	$	—		$	115,188
Revolving credit facility	—			620,000		—		—		—		—			620,000
Term loans, net	—			1,094,639		—		92,745		—		—			1,187,384
Senior unsecured notes, net	—			1,307,658		—		—		—		—			1,307,658
Accounts payable and accrued liabilities	22,650			27,507		—		3,344		48,203		(6,895		)	94,809
Lease intangible liabilities, net	—			—		—		—		79,328		—			79,328
Intercompany	—			—		—		350,674		4,162,320		(4,512,994		)	—
Total liabilities	22,650			3,049,804		—		446,763		4,405,039		(4,519,889		)	3,404,367

Total Sabra Health Care REIT, Inc. stockholders’ equity	3,046,469			1,155,457		—		1,282,825		307,968		(2,746,250		)	3,046,469
Noncontrolling interests	—			—		—		—		4,309		—			4,309
Total equity	3,046,469			1,155,457		—		1,282,825		312,277		(2,746,250		)	3,050,778
Total liabilities and equity	$	3,069,119		$	4,205,261	$	—	$	1,729,588	$	4,717,316	$	(7,266,139	)	$	6,455,145


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2018

(in thousands)

(unaudited)



						Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾		Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾		Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾		Elimination			Consolidated
Assets
Real estate investments, net of accumulated depreciation	$	317		$	—	$	—	$	1,609,861	$	4,243,367	$	—		$	5,853,545
Loans receivable and other investments, net	(560		)	—		—		50,534		63,748		—			113,722
Investment in unconsolidated joint venture	—			—		—		—		340,120		—			340,120
Cash and cash equivalents	40,835			—		—		3,508		5,887		—			50,230
Restricted cash	—			—		—		1,820		7,608		—			9,428
Lease intangible assets, net	—			—		—		15,892		115,205		—			131,097
Accounts receivable, prepaid expenses and other assets, net	798			37,075		—		58,710		81,597		(11,019		)	167,161
Intercompany	1,972,059			2,646,669		—		—		—		(4,618,728		)	—
Investment in subsidiaries	1,258,715			1,629,795		—		33,083		—		(2,921,593		)	—
Total assets	$	3,272,164		$	4,313,539	$	—	$	1,773,408	$	4,857,532	$	(7,551,340	)	$	6,665,303

Liabilities
Secured debt, net	$	—		$	—	$	—	$	—	$	115,679	$	—		$	115,679
Revolving credit facility	—			624,000		—		—		—		—			624,000
Term loans, net	—			1,094,177		—		90,753		—		—			1,184,930
Senior unsecured notes, net	—			1,307,394		—		—		—		—			1,307,394
Accounts payable and accrued liabilities	21,750			29,253		—		2,695		52,148		(11,019		)	94,827
Lease intangible liabilities, net	—			—		—		—		83,726		—			83,726
Intercompany	—			—		—		399,912		4,218,816		(4,618,728		)	—
Total liabilities	21,750			3,054,824		—		493,360		4,470,369		(4,629,747		)	3,410,556

Total Sabra Health Care REIT, Inc. stockholders’ equity	3,250,414			1,258,715		—		1,280,048		382,830		(2,921,593		)	3,250,414
Noncontrolling interests	—			—		—		—		4,333		—			4,333
Total equity	3,250,414			1,258,715		—		1,280,048		387,163		(2,921,593		)	3,254,747
Total liabilities and equity	$	3,272,164		$	4,313,539	$	—	$	1,773,408	$	4,857,532	$	(7,551,340	)	$	6,665,303


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

Condensed Consolidating Statement of Income

CONDENSED CONSOLIDATING STATEMENT OF (LOSS) INCOME

For the Three Months Ended March 31, 2019

(dollars in thousands, except per share amounts)

(unaudited)



							Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Revenues:
Rental and related revenues	$	—		$	—		$	—	$	32,125		$	88,638		$	(4,376	)	$	116,387
Interest and other income	29			96			—		1,231			2,065			(96		)	3,325
Resident fees and services	—			—			—		—			17,061			—			17,061
Total revenues	29			96			—		33,356			107,764			(4,472		)	136,773
Expenses:
Depreciation and amortization	12			—			—		12,888			32,049			—			44,949
Interest	—			34,275			—		903			1,236			(96		)	36,318
Triple-net portfolio operating expenses	—			—			—		1,014			4,275			—			5,289
Senior Housing - Managed portfolio operating expenses	—			—			—		—			16,416			(4,376		)	12,040
General and administrative	7,525			31			—		167			455			—			8,178
Merger and acquisition costs	6			—			—		—			—			—			6
(Recovery of) provision for doubtful accounts, straight-line rental income and loan losses	(27		)	—			—		—			1,234			—			1,207
Impairment of real estate	—			—			—		—			103,134			—			103,134
Total expenses	7,516			34,306			—		14,972			158,799			(4,472		)	211,121
Other (expense) income:
Other (expense) income	—			(498		)	—		492			177			—			171
Net loss on sales of real estate	—			—			—		(375		)	(1,145		)	—			(1,520		)
Total other (expense) income	—			(498		)	—		117			(968		)	—			(1,349		)
(Loss) income in subsidiary	(69,777		)	(35,068		)	—		1,668			—			103,177			—
(Loss) income before loss from unconsolidated joint venture and income tax expense	(77,264		)	(69,776		)	—		20,169			(52,003		)	103,177			(75,697		)
Loss from unconsolidated joint venture	—			—			—		—			(1,383		)	—			(1,383		)
Income tax expense	(440		)	(1		)	—		(105		)	(66		)	—			(612		)
Net (loss) income	(77,704		)	(69,777		)	—		20,064			(53,452		)	103,177			(77,692		)
Net income attributable to noncontrolling interests	—			—			—		—			(12		)	—			(12		)
Net (loss) income attributable to common stockholders	$	(77,704	)	$	(69,777	)	$	—	$	20,064		$	(53,464	)	$	103,177		$	(77,704	)
Net loss attributable to common stockholders, per:
Basic common share																		$	(0.44	)
Diluted common share																		$	(0.44	)
Weighted-average number of common shares outstanding, basic																		178,385,984
Weighted-average number of common shares outstanding, diluted																		178,385,984


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the Three Months Ended March 31, 2018

(dollars in thousands, except per share amounts)

(unaudited)



						Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾		Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Revenues:
Rental and related revenues	$	—		$	—	$	—	$	45,464		$	103,024		$	(4,233	)	$	144,255
Interest and other income	10			112		—		1,267			3,061			(112		)	4,338
Resident fees and services	—			—		—		—			17,493			—			17,493
Total revenues	10			112		—		46,731			123,578			(4,345		)	166,086
Expenses:
Depreciation and amortization	222			—		—		14,930			32,853			—			48,005
Interest	—			32,566		—		790			2,574			(112		)	35,818
Senior Housing - Managed portfolio operating expenses	—			—		—		—			16,357			(4,233		)	12,124
General and administrative	5,822			14		—		431			1,600			—			7,867
Merger and acquisition costs	336			—		—		—			(6		)	—			330
Provision for (recovery of) doubtful accounts, straight-line rental income and loan losses	2,181			—		—		(971		)	3			—			1,213
Impairment of real estate	—			—		—		532			—			—			532
Total expenses	8,561			32,580		—		15,712			53,381			(4,345		)	105,889
Other income (expense):
Other income	1,977			201		—		410			232			—			2,820
Net loss on sales of real estate	—			—		—		(56		)	(416		)	—			(472		)
Total other income (expense)	1,977			201		—		354			(184		)	—			2,348
Income in subsidiary	69,343			101,610		—		1,854			—			(172,807		)	—
Income before income from unconsolidated joint venture and income tax expense	62,769			69,343		—		33,227			70,013			(172,807		)	62,545
Income from unconsolidated joint venture	—			—		—		—			446			—			446
Income tax expense	(298		)	—		—		(53		)	(159		)	—			(510		)
Net income	62,471			69,343		—		33,174			70,300			(172,807		)	62,481
Net income attributable to noncontrolling interests	—			—		—		—			(10		)	—			(10		)
Net income attributable to Sabra Health Care REIT, Inc.	62,471			69,343		—		33,174			70,290			(172,807		)	62,471
Preferred stock dividends	(2,561		)	—		—		—			—			—			(2,561		)
Net income attributable to common stockholders	$	59,910		$	69,343	$	—	$	33,174		$	70,290		$	(172,807	)	$	59,910
Net income attributable to common stockholders, per:
Basic common share																	$	0.34
Diluted common share																	$	0.34
Weighted-average number of common shares outstanding, basic																	178,294,605
Weighted-average number of common shares outstanding, diluted																	178,516,388


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

Condensed Consolidating Statement of Comprehensive (Loss) Income

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

For the Three Months Ended March 31, 2019

(dollars in thousands)

(unaudited)



							Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination		Consolidated
Net (loss) income	$	(77,704	)	$	(69,777	)	$	—	$	20,064		$	(53,452	)	$	103,177	$	(77,692	)
Other comprehensive income (loss):
Unrealized gain (loss), net of tax:
Foreign currency translation (loss) gain	—			(1,437		)	—		678			199			—		(560		)
Unrealized loss on cash flow hedges	—			(13,486		)	—		(2		)	—			—		(13,488		)
Total other comprehensive (loss) income	—			(14,923		)	—		676			199			—		(14,048		)
Comprehensive (loss) income	(77,704		)	(84,700		)	—		20,740			(53,253		)	103,177		(91,740		)
Comprehensive income attributable to noncontrolling interest	—			—			—		—			(12		)	—		(12		)
Comprehensive (loss) income attributable to Sabra Health Care REIT, Inc.	$	(77,704	)	$	(84,700	)	$	—	$	20,740		$	(53,265	)	$	103,177	$	(91,752	)


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2018

(dollars in thousands)

(unaudited)



					Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾		Operating Partnership⁽²⁾		Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Net income	$	62,471	$	69,343	$	—	$	33,174		$	70,300		$	(172,807	)	$	62,481
Other comprehensive income (loss):
Unrealized gain (loss), net of tax:
Foreign currency translation gain (loss)	—		841		—		(928		)	(287		)	—			(374		)
Unrealized gain (loss) on cash flow hedges	—		9,903		—		(5		)	—			—			9,898
Total other comprehensive income (loss)	—		10,744		—		(933		)	(287		)	—			9,524
Comprehensive income	62,471		80,087		—		32,241			70,013			(172,807		)	72,005
Comprehensive income attributable to noncontrolling interest	—		—		—		—			(10		)	—			(10		)
Comprehensive income attributable to Sabra Health Care REIT, Inc.	$	62,471	$	80,087	$	—	$	32,241		$	70,003		$	(172,807	)	$	71,995


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

Condensed Consolidating Statement of Cash Flows

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2019

(in thousands)

(unaudited)



							Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Net cash provided by (used in) operating activities	$	49,833		$	—		$	—	$	(379	)	$	4,505		$	—		$	53,959
Cash flows from investing activities:
Origination and fundings of loans receivable	—			—			—		(352		)	(2,424		)	—			(2,776		)
Additions to real estate	—			—			—		(1,936		)	(3,136		)	—			(5,072		)
Repayments of loans receivable	—			—			—		61			5,190			—			5,251
Repayments of preferred equity investments	—			—			—		2,087			—			—			2,087
Net proceeds from the sales of real estate	—			—			—		3,829			3,028			—			6,857
Distribution from subsidiaries	2,569			2,569			—		—			—			(5,138		)	—
Intercompany financing	4,116			8,122			—		—			—			(12,238		)	—
Net cash provided by investing activities	6,685			10,691			—		3,689			2,658			(17,376		)	6,347
Cash flows from financing activities:
Net repayments of revolving credit facility	—			(4,000		)	—		—			—			—			(4,000		)
Principal payments on secured debt	—			—			—		—			(849		)	—			(849		)
Payments of deferred financing costs	—			(6		)	—		—			—			—			(6		)
Distributions to noncontrolling interest	—			—			—		—			(36		)	—			(36		)
Issuance of common stock, net	(2,323		)	—			—		—			—			—			(2,323		)
Dividends paid on common stock	(80,260		)	—			—		—			—			—			(80,260		)
Distribution to parent	—			(2,569		)	—		—			(2,569		)	5,138			—
Intercompany financing	—			(4,116		)	—		(5,331		)	(2,791		)	12,238			—
Net cash used in financing activities	(82,583		)	(10,691		)	—		(5,331		)	(6,245		)	17,376			(87,474		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(26,065		)	—			—		(2,021		)	918			—			(27,168		)
Effect of foreign currency translation on cash, cash equivalents and restricted cash	—			—			—		108			41			—			149
Cash, cash equivalents and restricted cash, beginning of period	40,835			—			—		5,328			13,495			—			59,658
Cash, cash equivalents and restricted cash, end of period	$	14,770		$	—		$	—	$	3,415		$	14,454		$	—		$	32,639


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2018

(in thousands)

(unaudited)



							Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Net cash provided by (used in) operating activities	$	97,936		$	—		$	—	$	(55	)	$	3,766		$	—		$	101,647
Cash flows from investing activities:
Acquisition of real estate	—			—			—		(172,001		)	—			—			(172,001		)
Origination and fundings of loans receivable	—			—			—		(1,027		)	(12,205		)	—			(13,232		)
Origination and fundings of preferred equity investments	—			—			—		(928		)	—			—			(928		)
Additions to real estate	(38		)	—			—		(3,496		)	(8,005		)	—			(11,539		)
Repayments of loans receivable	—			—			—		7,491			21,314			—			28,805
Repayments of preferred equity investments	—			—			—		234			—			—			234
Investment in unconsolidated JV	—			—			—		—			(354,461		)	—			(354,461		)
Net proceeds from the sales of real estate	—			—			—		—			6,743			—			6,743
Distribution from subsidiaries	2,557			2,557			—		—			—			(5,114		)	—
Intercompany financing	(488,718		)	(458,712		)	—		—			—			947,430			—
Net cash (used in) provided by investing activities	(486,199		)	(456,155		)	—		(169,727		)	(346,614		)	942,316			(516,379		)
Cash flows from financing activities:
Net repayments of revolving credit facility	—			(30,000		)	—		—			—			—			(30,000		)
Principal payments on secured debt	—			—			—		—			(1,061		)	—			(1,061		)
Payments of deferred financing costs	—			(6		)	—		—			—			—			(6		)
Distribution to noncontrolling interest	—			—			—		—			(37		)	—			(37		)
Issuance of common stock, net	(499		)	—			—		—			—			—			(499		)
Dividends paid on common and preferred stock	(82,789		)	—			—		—			—			—			(82,789		)
Distribution to parent	—			(2,557		)	—		—			(2,557		)	5,114			—
Intercompany financing	—			488,718			—		134,797			323,915			(947,430		)	—
Net cash (used in) provided by financing activities	(83,288		)	456,155			—		134,797			320,260			(942,316		)	(114,392		)
Net decrease in cash, cash equivalents and restricted cash	(471,551		)	—			—		(34,985		)	(22,588		)	—			(529,124		)
Effect of foreign currency translation on cash, cash equivalents and restricted cash	—			—			—		(72		)	(83		)	—			(155		)
Cash, cash equivalents and restricted cash, beginning of period	511,670			—			—		37,359			38,420			—			587,449
Cash, cash equivalents and restricted cash, end of period	$	40,119		$	—		$	—	$	2,302		$	15,749		$	—		$	58,170


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.