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EX-32.1 - SECTION 906 CEO CERTIFICATION - Sabra Health Care REIT, Inc.sbraex3212015q3.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - Sabra Health Care REIT, Inc.sbraex3122015q3.htm
EX-31.1 - SECTION 302 CEO CERTIFICATION - Sabra Health Care REIT, Inc.sbraex3112015q3.htm
EX-32.2 - SECTION 906 CFO CERTIFICATION - Sabra Health Care REIT, Inc.sbraex3222015q3.htm
EX-12.1 - COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES - Sabra Health Care REIT, Inc.sbraex1212015q3.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 FORM 10-Q
 
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
OR 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-34950
 
 SABRA HEALTH CARE REIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
 
Maryland
 
27-2560479
(State of Incorporation)
 
(I.R.S. Employer Identification No.)
18500 Von Karman Avenue, Suite 550
Irvine, CA 92612
(888) 393-8248
(Address, zip code and telephone number of Registrant)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
 
x
  
Accelerated filer
 
o
Non-accelerated filer
 
o  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
As of November 1, 2015, there were 65,134,056 shares of the registrant’s $0.01 par value Common Stock outstanding.



SABRA HEALTH CARE REIT, INC. AND SUBSIDIARIES
Index
 

1


References throughout this document to “Sabra,” “we,” “our,” “ours” and “us” refer to Sabra Health Care REIT, Inc. and its direct and indirect consolidated subsidiaries and not any other person.
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q (this “10-Q”) contain “forward-looking” information as that term is defined by the Private Securities Litigation Reform Act of 1995. Any statements that do not relate to historical or current facts or matters are forward-looking statements. Examples of forward-looking statements include all statements regarding our expected future financial position, results of operations, cash flows, liquidity, financing plans, business strategy, budgets, the expected amounts and timing of dividends and other distributions, projected expenses and capital expenditures, competitive position, growth opportunities, potential investments, plans and objectives for future operations, and compliance with and changes in governmental regulations. You can identify some of the forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying words.
Our actual results may differ materially from those projected or contemplated by our forward-looking statements as a result of various factors, including, among others, the following:
our dependence on Genesis Healthcare, Inc. (“Genesis”) and certain wholly owned subsidiaries of Holiday AL Holdings LP (collectively, “Holiday”) until we are able to further diversify our portfolio;
our dependence on the operating success of our tenants;
the significant amount of and our ability to service our indebtedness;
covenants in our debt agreements that may restrict our ability to pay dividends, make investments, incur additional indebtedness and refinance indebtedness on favorable terms;
increases in market interest rates;
changes in foreign currency exchange rates;
our ability to raise capital through equity and debt financings;
the impact of required regulatory approvals of transfers of healthcare properties;
the effect of increasing healthcare regulation and enforcement on our tenants and the dependence of our tenants on reimbursement from governmental and other third-party payors;
the relatively illiquid nature of real estate investments;
competitive conditions in our industry;
the loss of key management personnel or other employees;
the impact of litigation and rising insurance costs on the business of our tenants;
the effect of our tenants declaring bankruptcy or becoming insolvent;
uninsured or underinsured losses affecting our properties and the possibility of environmental compliance costs and liabilities;
the ownership limits and anti-takeover defenses in our governing documents and Maryland law, which may restrict change of control or business combination opportunities;
the impact of a failure or security breach of information technology in our operations;
our ability to find replacement tenants and the impact of unforeseen costs in acquiring new properties;
our ability to maintain our status as a real estate investment trust (“REIT”); and
compliance with REIT requirements and certain tax and tax regulatory matters related to our status as a REIT.
We urge you to carefully consider these risks and review the additional disclosures we make concerning risks and other factors that may materially affect the outcome of our forward-looking statements and our future business and operating results, including those made in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2014 (our “2014 Annual Report on Form 10-K”), as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission (the “SEC”), including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. We caution you that any forward-looking statements made in this 10-Q are not guarantees of future performance, events or results, and you should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. We do not intend, and we undertake no obligation, to update any forward-looking information to reflect events or circumstances after the date of this 10-Q or to reflect the occurrence of unanticipated events, unless required by law to do so.


2


PART I. FINANCIAL INFORMATION
 
ITEM 1.
FINANCIAL STATEMENTS
SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)  
 
 
September 30, 2015
 
December 31, 2014
 
(unaudited)
 
 
Assets
 
 
 
Real estate investments, net of accumulated depreciation of $226,662 and $185,994 as of September 30, 2015 and December 31, 2014, respectively
$
1,974,673

 
$
1,645,805

Loans receivable and other investments, net
287,448

 
251,583

Cash and cash equivalents
31,473

 
61,793

Restricted cash
8,239

 
7,024

Prepaid expenses, deferred financing costs and other assets, net
123,620

 
98,687

Total assets
$
2,425,453

 
$
2,064,892

 
 
 
 
Liabilities
 
 
 
Mortgage notes
$
168,608

 
$
124,022

Revolving credit facility
204,000

 
68,000

Term loans
267,113

 
200,000

Senior unsecured notes
699,349

 
699,272

Accounts payable and accrued liabilities
27,139

 
31,775

Total liabilities
1,366,209

 
1,123,069

 
 
 
 
Commitments and contingencies (Note 13)

 

 
 
 
 
Equity
 
 
 
Preferred stock, $.01 par value; 10,000,000 shares authorized, 5,750,000 shares issued and outstanding as of September 30, 2015 and December 31, 2014
58

 
58

Common stock, $.01 par value; 125,000,000 shares authorized, 65,134,056 and 59,047,001 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively
651

 
590

Additional paid-in capital
1,201,859

 
1,053,601

Cumulative distributions in excess of net income
(137,597
)
 
(110,841
)
Accumulated other comprehensive loss
(5,637
)
 
(1,542
)
Total Sabra Health Care REIT, Inc. stockholders’ equity
1,059,334

 
941,866

Noncontrolling interests
(90
)
 
(43
)
Total equity
1,059,244

 
941,823

Total liabilities and equity
$
2,425,453

 
$
2,064,892

See accompanying notes to condensed consolidated financial statements.

3


SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)  
(unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Revenues:
 
 
 
 
 
 
 
Rental income
$
53,173

 
$
38,165

 
$
152,574

 
$
111,743

Interest and other income
6,761

 
5,819

 
19,518

 
16,064

 
 
 
 
 
 
 
 
Total revenues
59,934

 
43,984

 
172,092

 
127,807

 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
Depreciation and amortization
16,306

 
9,762

 
44,953

 
28,867

Interest
15,176

 
10,540

 
43,108

 
32,668

General and administrative
3,991

 
6,226

 
20,712

 
17,011

Provision for doubtful accounts and write-offs
2,489

 

 
6,605

 
2,994

 
 
 
 
 
 
 
 
Total expenses
37,962

 
26,528

 
115,378

 
81,540

 
 
 
 
 
 
 
 
Other (expense) income:
 
 
 
 
 
 
 
Loss on extinguishment of debt

 
(158
)
 

 
(22,454
)
Other (expense) income
(100
)
 
(100
)
 
(300
)
 
860

Net loss on sales of real estate
(3,838
)
 

 
(2,115
)
 

 
 
 
 
 
 
 
 
Total other (expense) income
(3,938
)
 
(258
)
 
(2,415
)
 
(21,594
)
 
 
 
 
 
 
 
 
Net income
18,034

 
17,198

 
54,299

 
24,673

 
 
 
 
 
 
 
 
Net loss attributable to noncontrolling interests
27

 
6

 
47

 
29

 
 
 
 
 
 
 
 
Net income attributable to Sabra Health Care REIT, Inc.
18,061

 
17,204

 
54,346

 
24,702

 
 
 
 
 
 
 
 
Preferred stock dividends
(2,561
)
 
(2,561
)
 
(7,682
)
 
(7,682
)
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
$
15,500

 
$
14,643

 
$
46,664

 
$
17,020

 
 
 
 
 
 
 
 
 
 

 
 

 
 

 
 
Net income attributable to common stockholders, per:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic common share
$
0.24

 
$
0.31

 
$
0.76

 
$
0.39

 
 
 
 
 
 
 
 
Diluted common share
$
0.24

 
$
0.31

 
$
0.76

 
$
0.39

 
 
 
 
 
 
 
 
Weighted-average number of common shares outstanding, basic
65,160,290

 
47,359,949

 
61,244,991

 
43,358,620

 
 
 
 
 
 
 
 
Weighted-average number of common shares outstanding, diluted
65,398,175

 
47,877,202

 
61,468,603

 
43,840,550

 
 
 
 
 
 
 
 
See accompanying notes to condensed consolidated financial statements.

4


SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Net income
$
18,034

 
$
17,198

 
$
54,299

 
$
24,673

Other comprehensive loss:
 
 
 
 
 
 
 
Foreign currency translation
970

 

 
375

 

Unrealized loss on cash flow hedges
(1,781
)
 

 
(4,470
)
 

 
 
 
 
 
 
 
 
Comprehensive income
17,223

 
17,198

 
50,204

 
24,673

 
 
 
 
 
 
 
 
Comprehensive loss attributable to noncontrolling interest
27

 
6

 
47

 
29

 
 
 
 
 
 
 
 
Comprehensive income attributable to Sabra Health Care REIT, Inc.
$
17,250

 
$
17,204

 
$
50,251

 
$
24,702



See accompanying notes to condensed consolidated financial statements.


5


SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(dollars in thousands, except per share data)  
(unaudited)
 
 
 
Preferred Stock
 
Common Stock
 
Additional
Paid-in Capital
 
Cumulative Distributions in Excess of Net Income
 
Accumulated Other Comprehensive Loss
 
Total
Stockholders’
Equity
 
Noncontrolling Interests
 
Total Equity
 
 
Shares
 
Amount
 
Shares
 
Amounts
 
 
 
 
 
 
Balance, December 31, 2013
 
5,750,000

 
$
58

 
38,788,745

 
$
388

 
$
534,639

 
$
(74,921
)
 
$

 
$
460,164

 
$

 
$
460,164

Net income (loss)
 

 

 

 

 

 
24,702

 

 
24,702

 
(29
)
 
24,673

Amortization of stock-based compensation
 

 

 

 

 
7,092

 

 

 
7,092

 

 
7,092

Common stock issuance, net
 

 

 
8,839,239

 
88

 
230,113

 

 

 
230,201

 

 
230,201

Preferred dividends
 

 

 

 

 

 
(7,682
)
 

 
(7,682
)
 

 
(7,682
)
Common dividends ($1.12 per share)
 

 

 

 

 

 
(50,727
)
 

 
(50,727
)
 

 
(50,727
)
Balance, September 30, 2014
 
5,750,000

 
$
58

 
47,627,984

 
$
476

 
$
771,844

 
$
(108,628
)
 
$

 
$
663,750

 
$
(29
)
 
$
663,721

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Stock
 
Common Stock
 
Additional
Paid-in Capital
 
Cumulative Distributions in Excess of Net Income
 
Accumulated Other Comprehensive Loss
 
Total
Stockholders’
Equity
 
Noncontrolling Interests
 
Total Equity
 
 
Shares
 
Amount
 
Shares
 
Amounts
 
 
 
 
 
 
Balance, December 31, 2014
 
5,750,000

 
$
58

 
59,047,001

 
$
590

 
$
1,053,601

 
$
(110,841
)
 
$
(1,542
)
 
$
941,866

 
$
(43
)
 
$
941,823

Net income (loss)
 

 

 

 

 

 
54,346

 

 
54,346

 
(47
)
 
54,299

Other comprehensive loss
 

 

 

 

 

 

 
(4,095
)
 
(4,095
)
 

 
(4,095
)
Amortization of stock-based compensation
 

 

 

 

 
5,872

 

 

 
5,872

 

 
5,872

Common stock issuance, net
 

 

 
6,087,055

 
61

 
142,386

 

 

 
142,447

 

 
142,447

Preferred dividends
 

 

 

 

 

 
(7,682
)
 

 
(7,682
)
 

 
(7,682
)
Common dividends ($1.19 per share)
 

 

 

 

 

 
(73,420
)
 

 
(73,420
)
 

 
(73,420
)
Balance, September 30, 2015
 
5,750,000

 
$
58

 
65,134,056

 
$
651

 
$
1,201,859

 
$
(137,597
)
 
$
(5,637
)
 
$
1,059,334

 
$
(90
)
 
$
1,059,244

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to condensed consolidated financial statements.

6


SABRA HEALTH CARE REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Nine Months Ended September 30,

2015

2014
Cash flows from operating activities:



Net income
$
54,299


$
24,673

Adjustments to reconcile net income to net cash provided by operating activities:



Depreciation and amortization
44,953


28,867

Non-cash interest income adjustments
343


217

Amortization of deferred financing costs
3,829


2,812

Stock-based compensation expense
5,389


6,337

Amortization of debt discount (premium)
77


(33
)
Loss on extinguishment of debt


1,576

Straight-line rental income adjustments
(18,272
)

(13,074
)
Provision for doubtful accounts and write-offs
6,605


2,994

Change in fair value of contingent consideration
300


(860
)
Net loss on sales of real estate
2,115



Changes in operating assets and liabilities:





Prepaid expenses and other assets
(15,035
)

(2,529
)
Accounts payable and accrued liabilities
(2,410
)

22,607

Restricted cash
(3,078
)

(2,348
)

 


Net cash provided by operating activities
79,115


71,239

Cash flows from investing activities:



Acquisitions of real estate
(386,572
)

(721,879
)
Origination and fundings of loans receivable
(26,207
)

(59,256
)
Preferred equity investments
(9,281
)

(11,300
)
Additions to real estate
(1,596
)

(1,151
)
DIP loan fundings
(3,302
)
 

Repayment of loans receivable
3,285


287

Release of contingent consideration held in escrow
5,240



Net proceeds from the sale of real estate
15,752




 


Net cash used in investing activities
(402,681
)

(793,299
)
Cash flows from financing activities:



Proceeds from issuance of senior unsecured notes


350,000

Principal payments on senior unsecured notes


(211,250
)
Net proceeds from revolving credit facility
136,000


478,500

Proceeds from term loan
73,242



Proceeds from mortgage notes
28,735


57,703

Principal payments on mortgage notes
(2,184
)

(88,419
)
Payments of deferred financing costs
(1,314
)

(15,474
)
Issuance of common stock
139,617


229,825

Dividends paid on common and preferred stock
(80,619
)

(57,654
)

 


Net cash provided by financing activities
293,477


743,231


 


Net (decrease) increase in cash and cash equivalents
(30,089
)

21,171

Effect of foreign currency translation on cash and cash equivalents
(231
)


Cash and cash equivalents, beginning of period
61,793


4,308


 


Cash and cash equivalents, end of period
$
31,473


$
25,479

Supplemental disclosure of cash flow information:



Interest paid
$
43,405


$
26,705

Supplemental disclosure of non-cash investing and financing activities:



Assumption of mortgage indebtedness
$
19,677


$
14,102

Repayment of preferred equity investments
$

 
$
6,949

See accompanying notes to condensed consolidated financial statements.

7


SABRA HEALTH CARE REIT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
1.
BUSINESS
Overview
Sabra Health Care REIT, Inc. (“Sabra” or the “Company”) was incorporated on May 10, 2010 as a wholly owned subsidiary of Sun Healthcare Group, Inc. (“Sun”) and commenced operations on November 15, 2010 following Sabra's separation from Sun. Sabra elected to be treated as a real estate investment trust (“REIT”) with the filing of its U.S. federal income tax return for the taxable year beginning January 1, 2011. Sabra believes that it has been organized and operated, and it intends to continue to operate, in a manner to qualify as a REIT. Sabra’s primary business consists of acquiring, financing and owning real estate property to be leased to third party tenants in the healthcare sector. Sabra primarily generates revenues by leasing properties to tenants and operators throughout the United States and Canada. Sabra owns substantially all of its properties and assets and conducts its operations through Sabra Health Care Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), of which Sabra is the sole general partner and Sabra’s wholly owned subsidiaries are currently the only limited partners, or by subsidiaries of the Operating Partnership. The Company’s investment portfolio is primarily comprised of skilled nursing/transitional care facilities, senior housing facilities, acute care hospitals, investments in loans receivable and preferred equity investments.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of Sabra and its wholly owned subsidiaries as of September 30, 2015 and December 31, 2014 and for the periods ended September 30, 2015 and 2014. All significant intercompany transactions and balances have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the results for such periods. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2014 included in the Company’s 2014 Annual Report on Form 10-K filed with the SEC.
GAAP requires the Company to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity's activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. If the Company were determined to be the primary beneficiary of the VIE, the Company would consolidate investments in the VIE. The Company may change its original assessment of a VIE due to events such as modifications of contractual arrangements that affect the characteristics or adequacy of the entity's equity investments at risk and the disposal of all or a portion of an interest held by the primary beneficiary.
The Company identifies the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The Company performs this analysis on an ongoing basis.


8


As of September 30, 2015, the Company identified one VIE, a senior housing facility leased to a 50%/50% RIDEA-compliant joint venture tenant, where it determined it was the primary beneficiary and has consolidated the operations of the facility in the accompanying condensed consolidated financial statements. As of September 30, 2015, the Company determined that operations of the facility were not material to the Company’s results of operations, financial condition or cash flows.
As it relates to investments in loans, in addition to the Company's assessment of VIEs and whether the Company is the primary beneficiary of those VIEs, the Company evaluates the loan terms and other pertinent facts to determine if the loan investment should be accounted for as a loan or as a real estate joint venture. If an investment has the characteristics of a real estate joint venture, including if the Company participates in the majority of the borrower's expected residual profit, the Company would account for the investment as an investment in a real estate joint venture and not as a loan investment. Expected residual profit is defined as the amount of profit, whether called interest or another name, such as an equity kicker, above a reasonable amount of interest and fees expected to be earned by a lender. At September 30, 2015, none of the Company's investments in loans are accounted for as real estate joint ventures.
As it relates to investments in joint ventures, based on the type of rights held by the limited partner(s), GAAP may preclude consolidation by the sole general partner in certain circumstances in which the general partner would otherwise consolidate the joint venture. The Company assesses limited partners' rights and their impact on the presumption of control of the limited partnership by the sole general partner when an investor becomes the sole general partner, and the Company reassesses if: there is a change to the terms or in the exercisability of the rights of the limited partners; the sole general partner increases or decreases its ownership of limited partnership interests; or there is an increase or decrease in the number of outstanding limited partnership interests. The Company also applies this guidance to managing member interests in limited liability companies.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.
Reclassifications
Certain amounts in the Company’s condensed consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. As a result, certain reclassifications were made to the condensed consolidated statements of income and the condensed consolidated statements of cash flows for all periods presented.
Foreign Currency
Certain of the Company's subsidiaries’ functional currencies are the local currencies of their respective foreign jurisdictions. The Company translates the results of operations of its foreign subsidiaries into U.S. dollars using average rates of exchange in effect during the period presented, and it translates balance sheet accounts using exchange rates in effect at the end of the period presented. The Company records resulting currency translation adjustments in accumulated other comprehensive income, a component of stockholders’ equity, on its condensed consolidated balance sheets, and it records foreign currency transaction gains and losses as a component of interest and other income on its condensed consolidated statements of income.
Derivative Instruments
The Company uses certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception the Company must make an assessment that the transaction that the Company intends to hedge is probable of occurring and this assessment must be updated each reporting period.
The Company recognizes all derivative instruments as assets or liabilities in the condensed consolidated balance sheets at their fair value. For derivatives designated and qualified as a hedge, the change in fair value of the effective portion of the derivatives is recognized in accumulated other comprehensive income (loss), whereas the change in fair value of the ineffective portion is recognized in earnings. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria for hedge accounting would be recognized in earnings. As of September 30, 2015, all of the Company's derivative instruments meet the criteria for hedge accounting.
The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific transactions as well as recognizing obligations or assets in the

9


condensed consolidated balance sheets. The Company also assesses and documents, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying transaction will not occur, the Company would discontinue hedge accounting prospectively and record the appropriate adjustment to earnings based on the then-current fair value of the derivative.
Recently Issued Accounting Standards Update
  In January 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-01, Income Statement–Extraordinary and Unusual (“ASU 2015-01”). ASU 2015-01 simplifies income statement presentation by eliminating the concept of extraordinary items. An entity will no longer be allowed to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is unusual in nature and occurs infrequently. ASU 2015-01 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted, and may be applied either prospectively or retrospectively. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.
In February 2015, the FASB issued ASU 2015-02, Consolidation–Amendments to the Consolidation Analysis (Topic 810) (“ASU 2015-02”).  ASU 2015-02 updates guidance related to accounting for consolidation of certain limited partnerships. ASU 2015-02 does not add or remove any of the five characteristics that determine if an entity is a VIE; however, it changes the manner in which a reporting entity assesses its ability to make decisions about the entity's activities. Additionally, ASU 2015-02 removes three of the six criteria that must be met for a fee arrangement to not be a VIE and modifies how an entity assesses interests held through related parties. ASU 2015-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2015, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted.
In April 2015, the FASB issued ASU 2015-03, Interest–Imputation of Interest-Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30) (“ASU 2015-03”).  ASU 2015-03 requires debt issuance costs related to a recognized debt liability paid to a third party other than the lender to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years.  Early adoption of this guidance is permitted for financial statements that have not been previously issued, and an entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. In August 2015, the FASB issued ASU 2015-15, which acknowledges that ASU 2015-03 does not address the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, ASU 2015-15 states that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. Additionally, this guidance requires improved disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance specifically notes that lease contracts with customers are a scope exception. In July 2015, the FASB issued ASU 2015-14, which deferred the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements.
In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805) (“ASU 2015-16”).  ASU 2015-16 updates guidance related to Topic 805, which requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the ASU 2015-16 require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition, an entity is required to present separately on the face

10


of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption of this guidance is permitted for financial statements that have not been previously issued, and an entity should apply the new guidance on a prospective basis. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements when adopted.

3.RECENT REAL ESTATE ACQUISITIONS
During the nine months ended September 30, 2015, the Company acquired three skilled nursing/transitional care facilities and 19 senior housing facilities. During the nine months ended September 30, 2014, the Company acquired six skilled nursing/transitional care facilities and 27 senior housing facilities. The consideration was allocated as follows (in thousands):
 
 
Nine Months Ended September 30,
 
 
2015
 
2014
Land
 
$
26,855

 
$
54,387

Building and Improvements
 
372,031

 
625,536

Tenant Origination and Absorption Costs
 
5,481

 
7,924

Tenant Relationship
 
1,881

 
2,991

 
 
 
 
 
Total Consideration
 
$
406,248

 
$
690,838

 
 
 
 
 
As of September 30, 2015, the purchase price allocations for the nine senior housing facilities acquired during the three months ended September 30, 2015 are preliminary pending the receipt of information necessary to complete the valuation of certain tangible and intangible assets and liabilities and therefore are subject to change.
The tenant origination and absorption costs intangible assets and tenant relationship intangible assets acquired in connection with these acquisitions have weighted-average amortization periods as of the respective date of acquisition of 12 years and 22 years, respectively.
For the three and nine months ended September 30, 2015, the Company recognized $7.4 million and $8.1 million, respectively, of total revenues and $4.6 million and $(0.2) million, respectively, of net income (loss) attributable to common stockholders from the properties acquired during the three and nine months ended September 30, 2015. These amounts include acquisition pursuit costs of $0.5 million and $5.7 million, respectively.
On June 11, 2015, the Company acquired nine senior housing facilities with a total of 865 units located in British Columbia and Ontario, Canada (the “Canadian Portfolio”) for a purchase price of CAD $170.5 million (U.S. $138.8 million). Concurrently with the acquisition, the Company entered into a triple-net master lease agreement with an affiliate of Senior Lifestyle Corporation. The master lease has an initial term of 10 years with two five-year renewal options with annual rent increases of 4.0% in years two and three and the greater of 3.0% or the Canadian Consumer Price Index ("CPI") during the remainder of the lease term. The master lease is expected to generate annual lease revenues determined in accordance with GAAP of CAD $11.9 million. In connection with the acquisition of the Canadian Portfolio, the Company assumed three existing mortgage loans with then outstanding principal amounts totaling CAD $24.2 million.
On June 30, 2015, the Company acquired three skilled nursing facilities that specialize in transitional care and medically complex post-surgical, ventilator and dialysis patients with a total of 472 licensed beds located in Maryland (collectively, the "NMS Portfolio") for a purchase price of $175.2 million. Concurrently with the acquisition, the Company entered into a triple-net master lease agreement with the current operator (“NMS Operator”). The master lease has an initial term of 15 years with two 10-year renewal options and annual rent escalators equal to the greater of 2.50% or CPI, but not to exceed 2.75%. The lease is expected to generate annual lease revenues determined in accordance with GAAP of $18.3 million. Also on June 30, 2015, the Company entered into a purchase and sale agreement with the seller of the NMS Portfolio to acquire a fourth skilled nursing facility that also specializes in transitional care and medically complex post-surgical, ventilator and dialysis patients with a total of 206 licensed beds located in Maryland for $58.8 million. The transaction is expected to close during the fourth quarter of 2015, subject to customary closing conditions, including the assumption of an existing $10.8 million U.S. Department of Housing and Urban Development ("HUD") loan having an annual interest rate of 5.60%. Upon closing, the facility will be operated by the NMS Operator under a separate lease agreement with similar terms.

11



4.
REAL ESTATE PROPERTIES HELD FOR INVESTMENT
The Company’s real estate properties held for investment consisted of the following (dollars in thousands):
As of September 30, 2015
Property Type
 
Number of
Properties
 
Number of
Beds/Units
 
Total
Real Estate
at Cost
 
Accumulated
Depreciation
 
Total
Real Estate
Investments, Net
Skilled Nursing/Transitional Care
 
103

 
11,400

 
$
1,007,325

 
$
(171,379
)
 
$
835,946

Senior Housing
 
73

 
6,481

 
1,017,927

 
(39,361
)
 
978,566

Acute Care Hospitals
 
2

 
124

 
175,807

 
(15,676
)
 
160,131

 
 
178

 
18,005

 
2,201,059

 
(226,416
)
 
1,974,643

Corporate Level
 
 
 
 
 
276

 
(246
)
 
30

 
 
 
 
 
 
$
2,201,335

 
$
(226,662
)
 
$
1,974,673

As of December 31, 2014
Property Type
 
Number of
Properties
 
Number of
Beds/Units
 
Total
Real Estate
at Cost
 
Accumulated
Depreciation
 
Total
Real Estate
Investments, Net
Skilled Nursing/Transitional Care
 
103

 
11,336

 
$
851,252

 
$
(151,978
)
 
$
699,274

Senior Housing
 
55

 
5,258

 
804,475

 
(22,487
)
 
781,988

Acute Care Hospitals
 
2

 
124

 
175,807

 
(11,324
)
 
164,483

 
 
160

 
16,718

 
1,831,534

 
(185,789
)
 
1,645,745

Corporate Level
 
 
 
 
 
265

 
(205
)
 
60

 
 
 
 
 
 
$
1,831,799

 
$
(185,994
)
 
$
1,645,805


 
September 30, 2015
 
December 31, 2014
Building and improvements
$
1,883,710

 
$
1,551,548

Furniture and equipment
97,579

 
82,812

Land improvements
3,646

 
3,646

Land
216,400

 
193,793

 
2,201,335

 
1,831,799

Accumulated depreciation
(226,662
)
 
(185,994
)
 
$
1,974,673

 
$
1,645,805

Contingent Consideration Liability
On February 14, 2014, the Company acquired four skilled nursing facilities and two senior housing facilities for $90.0 million. The Company may pay an earn-out based on incremental portfolio value created through the improvement of current operations as well as through expansion and conversion projects associated with these facilities. The earn-out amount will be determined based on portfolio performance following the third anniversary of the Company's entry into the master lease. To determine the value of the contingent consideration, the Company used significant inputs not observable in the market to estimate the earn-out, made assumptions regarding the probability of the portfolio achieving the incremental value and then applied an appropriate discount rate. The Company estimated a contingent consideration liability of $3.2 million at the time of purchase. As of September 30, 2015, based on the potential future performance of the facilities, the contingent consideration liability is estimated at $4.2 million and is included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheet. During the three and nine months ended September 30, 2015, the Company recorded an adjustment to increase the contingent consideration liability by $0.1 million and $0.3 million, respectively, and included this amount in other income (expense) on the accompanying condensed consolidated statements of income.
On October 22, 2013, the Company purchased one acute care hospital for $119.8 million, of which approximately $10.5 million was to be held in escrow for up to 20 months. The amount ultimately released from escrow was contingent on the tenant achieving certain performance hurdles. The seller was paid a fee of $0.5 million per annum during the escrow period

12


through November 2014. As of October 22, 2013, the amount the Company expected to release from escrow was valued at $7.3 million and was treated as contingent consideration. During the second quarter of 2014, $5.3 million was released from escrow to the seller as a result of the facility achieving certain of its performance hurdles. The facility did not meet the required performance hurdles for the remaining $5.2 million held in escrow and during the second quarter of 2015, the remaining $5.2 million was released to the Company. During the nine months ended September 30, 2015, no adjustment was made to the contingent consideration liability.
Operating Leases
As of September 30, 2015, all of the Company’s real estate properties were leased under triple-net operating leases with expirations ranging from two to 17 years. As of September 30, 2015, the leases had a weighted-average remaining term of 10 years. The leases include provisions to extend the lease terms and other negotiated terms and conditions. The Company, through its subsidiaries, retains substantially all of the risks and benefits of ownership of the real estate assets leased to the tenants. In addition, the Company may receive additional security under these operating leases in the form of letters of credit and security deposits from the lessee or guarantees from the parent of the lessee. Security deposits received in cash related to tenant leases are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets and totaled $1.2 million as of September 30, 2015 and $0.4 million as of December 31, 2014. As of September 30, 2015, the Company had a $2.3 million reserve for unpaid cash rents and a $4.9 million reserve associated with accumulated straight-line rental income. The Company had no reserves for unpaid cash rents and a $0.6 million reserve associated with straight-line rental income as of December 31, 2014. As of September 30, 2015, the Company's two largest tenants, Genesis and Holiday, represented 32.8% and 16.2%, respectively, of the Company's annualized revenues. Other than these two tenants, none of the Company’s tenants individually represented 10% or more of the Company’s annualized revenues as of September 30, 2015.
The Company monitors the creditworthiness of its tenants by reviewing credit ratings (if available) and evaluating the ability of the tenants to meet their lease obligations to the Company based on the tenants’ financial performance, including the evaluation of any parent guarantees (or the guarantees of other related parties) of tenant lease obligations. Because formal credit ratings may not be available for most of the Company’s tenants, the primary basis for the Company’s evaluation of the credit quality of its tenants (and more specifically the tenants’ ability to pay their rent obligations to the Company) is the tenants’ lease coverage ratios. These coverage ratios include earnings before interest, taxes, depreciation, amortization and rent (“EBITDAR”) to rent coverage and earnings before interest, taxes, depreciation, amortization, rent and management fees (“EBITDARM”) to rent coverage at the facility level and consolidated EBITDAR to total fixed charge coverage at the parent guarantor level when such a guarantee exists. The Company obtains various financial and operational information from its tenants each month and reviews this information in conjunction with the above-described coverage metrics to determine trends and the operational and financial impact of the environment in the industry (including the impact of government reimbursement) and the management of the tenant’s operations. These metrics help the Company identify potential areas of concern relative to its tenants’ credit quality and ultimately the tenants’ ability to generate sufficient liquidity to meet its obligations, including its obligation to continue to pay the rent due to the Company.
As of September 30, 2015, the future minimum rental payments from the Company’s properties under non-cancelable operating leases was as follows (in thousands):
October 1, 2015 through December 31, 2015
$
51,763

2016
210,563

2017
216,309

2018
222,042

2019
228,452

Thereafter
1,537,321

 
$
2,466,450

 
 
 


13


5.LOANS RECEIVABLE AND OTHER INVESTMENTS
As of September 30, 2015 and December 31, 2014, the Company’s loans receivable and other investments consisted of the following (dollars in thousands):
Investment
 
Quantity
 
Facility Type
 
Principal Balance as of September 30, 2015
 
Book Value as of
September 30, 2015
 
Book Value as of
December 31, 2014
 
Weighted Average Contractual Interest Rate / Rate of Return
 
Weighted Average Annualized Effective Interest Rate / Rate of Return
 
Maturity Date
Loans Receivable:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage
 
7

 
Skilled Nursing / Senior Housing / Acute Care Hospital
 
$
162,794

 
$
163,089

 
$
144,383

 
8.4
%
 
8.6
%
 
1/11/16 - 4/30/18
Construction
 
3

 
Acute Care Hospital / Senior Housing
 
74,189

 
74,409

 
65,525

 
7.7
%
 
7.6
%
 
9/30/16 - 10/31/18
Mezzanine
 
2

 
Skilled Nursing / Senior Housing
 
18,586

 
18,629

 
21,491

 
11.3
%
 
11.1
%
 
1/1/16 - 8/31/17
Pre-development
 
3

 
Senior Housing
 
3,606

 
3,699

 
3,777

 
9.0
%
 
7.7
%
 
1/28/17 - 9/09/17
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15

 
 
 
259,175

 
259,826

 
235,176

 
8.4
%
 
8.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Equity
 
10

 
Skilled Nursing / Senior Housing
 
27,284

 
27,622

 
16,407

 
13.0
%
 
13.0
%
 
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
25

 
 
 
$
286,459

 
$
287,448

 
$
251,583

 
8.8
%
 
8.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
On a quarterly basis, the Company reviews credit quality indicators of its loans receivable and other investments such as payment status, changes affecting the underlying real estate collateral (for collateral dependent loans), changes affecting the operations of the facilities securing the loans, and national and regional economic factors. The Company considers a loan to be impaired when, based upon current information and events, it believes that it is probable that the Company will be unable to collect all amounts due under the contractual terms of the loan agreement resulting from the borrower’s failure to repay contractual amounts due, the granting of a concession by the Company or the Company’s expectation that it will receive assets with fair values less than the carrying value of the loan in satisfaction of the loan.  As of September 30, 2015, based on the Company's assessment, none of the Company's loan or preferred equity investments were considered to be impaired.

6.
DEBT
Mortgage Indebtedness
The Company’s mortgage notes payable consist of the following (dollars in thousands):
Interest Rate Type
Book Value as of
September 30, 2015
 
Book Value as of
December 31, 2014
 
Weighted Average
Effective Interest Rate at
September 30, 2015 (1)
 
Maturity
Date
Fixed Rate
$
168,608

 
$
124,022

 
3.86
%
 
December 2021 - 
August 2051
(1) Weighted average effective rate includes private mortgage insurance.
Mortgage Debt. In September 2015, the Company entered into new mortgage loans secured by three facilities for a total of $28.7 million in proceeds. The new mortgage loans are insured by HUD, have an annual interest rate of 3.64% and mature in 2045.
Mortgage Debt Assumption. In June 2015, in connection with the acquisition of the Canadian Portfolio, the Company assumed three existing mortgage loans with outstanding principal amounts totaling CAD $24.2 million (U.S. $19.7 million) with annual interest rates of 3.74%. The assumed mortgage loans mature in December 2021.
Mortgage Debt Modification. In March 2015, the Company modified six existing mortgage notes insured by HUD totaling $59.2 million. The Company maintained the original maturity dates and reduced the weighted average annual interest rate from 4.39% to 3.98%.

14


Senior Unsecured Notes
2021 Notes and 2023 Notes
The Company’s senior unsecured notes consist of the following (dollars in thousands):
 
 
 
 
Principal Balance as of
Title
 
Maturity Date
 
September 30, 2015 (1)
 
December 31, 2014 (1)
 
 
 
 
 
 
 
5.5% senior unsecured notes due 2021 (“2021 Notes”)

 
February 1, 2021
 
$
500,000

 
$
500,000

5.375% senior unsecured notes due 2023 (“2023 Notes”)

 
June 1, 2023
 
200,000

 
200,000

 
 
 
 
 
 
 
 
 
 
 
$
700,000

 
$
700,000

 
 
 
 
 
 
 
(1) Outstanding principal balance does not include discount of $0.7 million as of September 30, 2015 and December 31, 2014.
The 2021 Notes and the 2023 Notes (collectively, the “Senior Notes”) were issued by the Operating Partnership and Sabra Capital Corporation, wholly owned subsidiaries of the Company (the “Issuers”). The 2021 Notes accrue interest at a rate of 5.5% per annum payable semiannually on February 1 and August 1 of each year and the 2023 Notes accrue interest at a rate of 5.375% per annum payable semiannually on June 1 and December 1 of each year.
The obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by Sabra and certain of Sabra’s other existing and, subject to certain exceptions, future material subsidiaries; provided, however, that such guarantees are subject to release under certain customary circumstances.  See Note 11, “Summarized Condensed Consolidating Information” for additional information concerning the circumstances pursuant to which the guarantors will be automatically and unconditionally released from their obligations under the guarantees.
The indentures governing the Senior Notes (the “Senior Notes Indentures”) include customary events of default and require us to comply with specified restrictive covenants. As of September 30, 2015, the Company was in compliance with all applicable financial covenants under the Senior Notes Indentures.
2018 Notes
On January 8, 2014, the Company commenced a cash tender offer with respect to the remaining $211.3 million aggregate principal amount of 8.125% senior unsecured notes due 2018 (the “2018 Notes”) then outstanding that were originally issued by the Issuers in October 2010 and July 2012. Pursuant to the tender offer, the Company retired $210.9 million of the 2018 Notes at a premium of 109.837%, plus accrued and unpaid interest, on January 23, 2014. Pursuant to the terms of the indenture governing the 2018 Notes, the remaining $0.4 million of the 2018 Notes were called and were retired on February 11, 2014 at a redemption price of 109.485% plus accrued and unpaid interest. The tender offer and redemption resulted in $21.6 million of tender offer and redemption related costs and write-offs for the nine months ended September 30, 2014, including $20.8 million in payments made to noteholders for early redemption and $0.8 million of write-offs associated with unamortized deferred financing and premium costs. These amounts are included in loss on extinguishment of debt on the accompanying condensed consolidated statements of income for the nine months ended September 30, 2014.
Revolving Credit Facility
The Operating Partnership has entered into an unsecured revolving credit facility (the “Revolving Credit Facility”) that provides for a borrowing capacity of $650.0 million and an accordion feature allowing for an additional $100.0 million of capacity, subject to terms and conditions. On October 10, 2014, the Operating Partnership converted $200.0 million of the outstanding borrowings under the Revolving Credit Facility to a term loan. Concurrent with the term loan conversion, the Company entered into a five-year interest rate cap contract that caps LIBOR at 2.0%.
The Revolving Credit Facility, including amounts that are converted into a term loan, has a maturity date of September 10, 2018, and includes a one year extension option. In addition to the $200.0 million term loan, as of September 30, 2015, there was $204.0 million outstanding under the Revolving Credit Facility and $246.0 million available for borrowing.
Borrowings under the Revolving Credit Facility bear interest on the outstanding principal amount at a rate equal to an applicable percentage plus, at the Operating Partnership's option, either (a) LIBOR or (b) the Base Rate, with such percentage varying based on the Consolidated Leverage Ratio, each term as defined in the credit agreement for the Revolving Credit Facility. As of September 30, 2015, the interest rate on the Revolving Credit Facility was 2.49%. In addition, the Operating Partnership pays a fee to the lenders equal to 0.25% or 0.35% per annum based on the amount of unused borrowings under the Revolving Credit Facility. During the three and nine months ended September 30, 2015, the Company incurred $0.8 million and $1.3 million, respectively, in interest expense on amounts outstanding under the Revolving Credit Facility. During the three and

15


nine months ended September 30, 2015, the Company incurred $0.3 million and $1.0 million, respectively, of unused facility fees.
The obligations of the Operating Partnership under the Revolving Credit Facility are guaranteed by Sabra and certain subsidiaries of Sabra. The Revolving Credit Facility contains customary restrictive covenants as well as customary events of default. The Revolving Credit Facility also requires Sabra, through the Operating Partnership, to comply with specified covenants, which include a maximum leverage ratio, a minimum fixed charge coverage ratio and a minimum tangible net worth requirement. As of September 30, 2015, the Company was in compliance with all applicable financial covenants under the Revolving Credit Facility.
Canadian Term Loan
On June 10, 2015, Sabra Canadian Holdings, LLC, a wholly-owned subsidiary of the Company, entered into a new Canadian dollar denominated term loan of CAD $90.0 million (U.S. $73.2 million) (the "Canadian Term Loan") with a variable interest rate of the Canadian Dollar Offer Rate (“CDOR”) plus 2.00%-2.60% depending on the Company's consolidated leverage ratio. The Canadian Term Loan matures on June 10, 2020. Concurrently with entering into the Canadian Term Loan, the Company entered into an interest rate swap agreement to fix the CDOR portion of the interest rate for this term loan at 1.59%. In addition, the Canadian Term Loan was designated as a net investment hedge (see Note 7, “Derivative and Hedging Instruments” for further information).
The obligations under the Canadian Term Loan are guaranteed by Sabra and certain subsidiaries of Sabra. The Canadian Term Loan contains customary restrictive covenants as well as customary events of default. The Canadian Term Loan also requires Sabra, through the Operating Partnership, to comply with specified covenants, which include a maximum leverage ratio, a minimum fixed charge coverage ratio and a minimum tangible net worth requirement. As of September 30, 2015, the Company was in compliance with all applicable financial covenants under the Canadian Term Loan.
Interest Expense
During the three and nine months ended September 30, 2015, the Company incurred interest expense of $15.2 million and $43.1 million, respectively, and $10.5 million and $32.7 million during the three and nine months ended September 30, 2014, respectively. Interest expense includes deferred financing costs amortization of $1.3 million and $3.8 million for the three and nine months ended September 30, 2015, respectively, and $0.9 million and $2.8 million for the three and nine months ended September 30, 2014, respectively. As of September 30, 2015 and December 31, 2014, the Company had $9.0 million and $13.2 million, respectively, of accrued interest included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets.
Maturities
The following is a schedule of maturities for the Company’s outstanding debt as of September 30, 2015 (in thousands): 
 
 
Mortgage
Indebtedness 
 
Senior Notes (1)
 
Revolving Credit
    Facility (2)
 
Term Loans (2)
 
Total
October 1, 2015 through December 31, 2015
 
$
935

 
$

 
$

 
$

 
$
935

2016
 
3,996

 

 

 

 
3,996

2017
 
4,129

 

 

 

 
4,129

2018
 
4,267

 

 
204,000

 
200,000

 
408,267

2019
 
4,409

 

 

 

 
4,409

Thereafter
 
150,872

 
700,000

 

 
67,113

 
917,985

 
 
$
168,608

 
$
700,000

 
$
204,000

 
$
267,113

 
$
1,339,721

(1) Outstanding principal balance for Senior Notes does not include discount of $0.7 million as of September 30, 2015.
(2) Revolving Credit Facility and U.S. term loan are subject to a one-year extension option.

7.
DERIVATIVE AND HEDGING INSTRUMENTS
The Company is exposed to various market risks, including the potential loss arising from adverse changes in interest rates and foreign exchange rates. The Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates and foreign exchange rates. The Company’s derivative financial instruments are used to manage differences in the amount of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.

16


Certain of the Company’s foreign operations expose the Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency, the U.S. dollar. The Company does not enter into derivatives for speculative purposes.
Cash Flow Hedges
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. The notional value of the Company's interest rate cap was $200.0 million as of each of September 30, 2015 and December 31, 2014, respectively. The notional value of the Company's interest rate swap was CAD $90.0 million (U.S. $67.1 million) as of September 30, 2015. Approximately $0.9 million of losses, which are included in accumulated other comprehensive loss, are expected to be reclassified into earnings in the next 12 months.
Net Investment Hedges
The Company is exposed to fluctuations in foreign exchange rates on investments it holds in Canadian entities. The Company uses cross currency interest rate swaps to hedge its exposure to changes in foreign exchange rates on these foreign investments. The notional value of these contracts was CAD $56.3 million (U.S. $42.0 million) as of September 30, 2015. The Company also holds a CAD $90.0 million (U.S. $67.1 million) term loan which was designated as a net investment hedge. The Company did not hold any net investment hedges as of December 31, 2014.
The following is a summary of the derivative and financial instruments designated as hedging instruments held by the Company at September 30, 2015 and December 31, 2014 (in thousands):    

 
 
 
 
 
 
September 30, 2015
 
December 31, 2014
 
Maturity Dates
 
 
Type
 
Designation
 
Count
 
Fair Value
 
 
Balance Sheet Location
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate cap
 
Cash Flow
 
1

 
$
1,683

 
$
4,618

 
2019
 
Prepaid expenses, deferred financing costs and other assets, net
Cross currency interest rate swaps
 
Net Investment
 
2

 
4,400

 

 
2025
 
Prepaid expenses, deferred financing costs and other assets, net
 
 
 
 
 
 
$
6,083

 
$
4,618

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap
 
Cash Flow
 
1

 
$
1,542

 
$

 
2020
 
Accounts payable and accrued liabilities
CAD Term Loan
 
Net Investment
 
1

 
67,113

 

 
2020
 
Term loans
 
 
 
 
 
 
$
68,655

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

17


The following presents the effect of the Company’s derivative financial instruments on the condensed consolidated statements of income and the condensed consolidated statements of equity for the three and nine months ended September 30, 2015:
 
 
Gain (Loss) Recognized in Other Comprehensive Income
(Effective Portion)
 
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income Into Income (Effective Portion)
 
Income Statement Location
 
 
Three Months Ended September 30, 2015
 
Nine Months Ended September 30, 2015
 
Three Months Ended September 30, 2015
 
Nine Months Ended September 30, 2015
 
 
 
 
 
 
 
 
Cash Flow Hedges:
 
 
 
 
 
 
 
 
 
 
Interest Rate Products
 
$
(1,991
)
 
$
(4,626
)
 
$
(136
)
 
$
(161
)
 
Interest Expense
Net Investment Hedges:
 
 
 
 
 
 
 
 
 
 
Foreign Currency Products
 
4,600

 
4,436

 

 

 
N/A
CAD Term Loan
 
(5,733
)
 
(6,129
)
 

 

 
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
$
(3,124
)
 
$
(6,319
)
 
$
(136
)
 
$
(161
)
 
 
 
 
 
 
 
 
 
 
 
 
 
During the three and nine months ended September 30, 2015, the Company recorded no hedge ineffectiveness in earnings.
Offsetting Derivatives
We enter into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of September 30, 2015:
 
 
 
 
 
 
 
 
Gross Amounts Not Offset in the Balance Sheet
 
 
 
 
Gross Amounts of Recognized Assets / Liabilities
 
Gross Amounts Offset in the Balance Sheet
 
Net Amounts of Assets / Liabilities presented in the Balance Sheet
 
Financial Instruments
 
Cash Collateral Received
 
Net Amount
Offsetting Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives
 
$
6,083

 
$

 
$
6,083

 
$
(1,542
)
 
$

 
$
4,541

Offsetting Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives
 
$
1,542

 
$

 
$
1,542

 
$
(1,542
)
 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 

Credit-risk-related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.
As of September 30, 2015, the Company had no derivatives with a fair value in a net liability position.

8.FAIR VALUE DISCLOSURES
The fair value for certain financial instruments is derived using a combination of market quotes, pricing models and other valuation techniques that involve significant management judgment. The price transparency of financial instruments is a key determinant of the degree of judgment involved in determining the fair value of the Company’s financial instruments.
Financial instruments for which actively quoted prices or pricing parameters are available and whose markets contain orderly transactions will generally have a higher degree of price transparency than financial instruments whose markets are inactive or consist of non-orderly trades. The Company evaluates several factors when determining if a market is inactive or when market transactions are not orderly. The carrying values of cash and cash equivalents, restricted cash, accounts payable, accrued liabilities, the Revolving Credit Facility and term loans are reasonable estimates of fair value because of the short-term maturities of these instruments. Fair values for other financial instruments are derived as follows:

18


Loans receivable: These instruments are presented in the accompanying condensed consolidated balance sheets at their amortized cost and not at fair value. The fair value of the loans receivable were estimated using an internal valuation model that considered the expected cash flows for the loans receivable, the underlying collateral value and other credit enhancements. As such, the Company classifies these instruments as Level 3 inputs.
Preferred equity investments: These instruments are presented in the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair value of the preferred equity investments were estimated using an internal valuation model that considered the expected future cash flows for the preferred equity investment, the underlying collateral value and other credit enhancements. As such, the Company classifies these instruments as Level 3 inputs.
Derivative instruments: The Company’s derivative instruments are presented at fair value on the accompanying condensed consolidated balance sheets. The Company estimates the fair value of derivative instruments, including its interest rate cap, interest rate swap and cross currency swaps, using the assistance of a third party using inputs that are observable in the market, which includes forward yield curves and other relevant information. As such, the Company classifies these instruments as Level 2 inputs.
Senior Notes: These instruments are presented in the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair values of the Senior Notes were determined using third-party market quotes derived from orderly trades. As such, the Company classifies these instruments as Level 2 inputs.
Mortgage indebtedness: These instruments are presented in the accompanying condensed consolidated balance sheets at their cost and not at fair value. The fair values of the Company’s mortgage notes payable were estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. As such, the Company classifies these instruments as Level 3 inputs.
The following are the face values, carrying amounts and fair values of the Company’s financial instruments as of September 30, 2015 and December 31, 2014 whose carrying amounts do not approximate their fair value (in thousands):
 
September 30, 2015
 
December 31, 2014
 
Face
Value (1)
 
Carrying
Amount (2)
 
Fair
Value
 
Face
Value (1)
 
Carrying
Amount
(2)
 
Fair
Value
Financial assets:
 
 
 
 
 
 
 
 
 
 
 
Loans receivable
$
259,175

 
$
259,826

 
$
264,260

 
$
234,359

 
$
235,176

 
$
234,227

Preferred equity investments
27,284

 
27,622

 
29,689

 
16,125

 
16,407

 
17,115

Financial liabilities:
 
 
 
 
 
 
 
 
 
 
 
Senior Notes
700,000

 
699,349

 
722,750

 
700,000

 
699,272

 
723,625

Mortgage indebtedness
168,608

 
168,608

 
158,792

 
124,022

 
124,022

 
122,131

 
(1) Face value represents amounts contractually due under the terms of the respective agreements.
(2) Carrying amounts represent the book value of financial instruments and include unamortized premiums (discounts).
The Company determined the fair value of financial instruments as of September 30, 2015 whose carrying amounts do not approximate their fair value with valuation methods utilizing the following types of inputs (in thousands):
 
 
 
Fair Value Measurements Using
 
 
 
Quoted Prices in Active Markets for Identical Assets
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
 
Total
 
(Level 1)
 
(Level 2)
 
(Level 3)
Financial assets:
 
 
 
 
 
 
 
Loans receivable
$
264,260

 
$

 
$

 
$
264,260

Preferred equity investments
29,689

 

 

 
29,689

Financial liabilities:
 
 
 
 
 
 
 
Senior Notes
722,750

 

 
722,750

 

Mortgage indebtedness
158,792

 

 

 
158,792

Disclosure of the fair value of financial instruments is based on pertinent information available to the Company at the applicable dates and requires a significant amount of judgment. Despite increased capital market and credit market activity,

19


transaction volume for certain financial instruments remains relatively low. This has made the estimation of fair values difficult and, therefore, both the actual results and the Company’s estimate of fair value at a future date could be materially different.
During the nine months ended September 30, 2015, the Company recorded the following amounts measured at fair value (in thousands):
 
 
 
Fair Value Measurements Using
 
 
 
Quoted Prices in Active Markets for Identical Assets
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
 
Total
 
(Level 1)
 
(Level 2)
 
(Level 3)
Recurring Basis:
 
 
 
 
 
 
 
Financial assets:
 
 
 
 
 
 
 
Interest rate cap
$
1,683

 
$

 
$
1,683

 
$

Cross currency swap
4,400

 

 
4,400

 

Financial liabilities:
 
 
 
 
 
 
 
Contingent consideration liability
4,200

 

 

 
4,200

Interest rate swap
1,542

 

 
1,542

 

The Company’s contingent consideration liability is the result of one acquisition of real estate (see Note 4, “Real Estate Properties Held for Investment”). In order to determine the fair value of the Company’s contingent consideration liability, the Company used significant inputs not observable in the market to estimate the liability. In addition to using an appropriate discount rate, the Company used projections provided by the facilities to estimate future earnings at the facilities, then developed probability-weighted scenarios of the potential future performance of the tenant and the resulting payout from these scenarios.  As of September 30, 2015, the total contingent consideration liability was valued at $4.2 million. The following reconciliation provides the details of activity during the nine months ended September 30, 2015 for contingent consideration liability recorded at fair value using Level 3 inputs (in thousands):
Balance as of December 31, 2014
 
$
3,900

Increase in contingent liability
 
300

Balance as of September 30, 2015
 
$
4,200

 
 
 
A corresponding amount equal to the increase in contingent liability was included as other expense on the accompanying condensed consolidated statements of income for the nine months ended September 30, 2015.

9.
EQUITY
Preferred Stock
On March 21, 2013, the Company completed an underwritten public offering of 5.8 million shares of 7.125% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock") at a price of $25.00 per share, pursuant to an effective registration statement. The Company received net proceeds of $138.3 million from the offering, after deducting underwriting discounts and other offering expenses. The Company classified the par value as preferred equity on its condensed consolidated balance sheets with the balance of the liquidation preference, net of any issuance costs, recorded as an increase in paid-in capital.
The holders of the Company’s Series A Preferred Stock rank senior to the Company’s common stock with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding up of its affairs. At September 30, 2015, there were no dividends in arrears.
The Series A Preferred Stock does not have a stated maturity date, but the Company may redeem the Series A Preferred Stock on or after March 21, 2018, for $25.00 per share, plus any accrued and unpaid dividends.  The Company may redeem the Series A Preferred Stock prior to March 21, 2018, in limited circumstances to preserve its status as a REIT or pursuant to a specified change of control.  Upon the occurrence of a specified change of control, each holder of Series A Preferred Stock will have the right to convert some or all of the shares of Series A Preferred Stock held by such holder into a number of shares of the Company’s common stock equivalent to $25.00 plus accrued and unpaid dividends, but not to exceed a cap of 1.7864 shares of common stock per share of Series A Preferred Stock (subject to certain adjustments).
Common Stock 
The following table lists the cash dividends on common stock declared and paid by the Company during the nine months ended September 30, 2015:
 
Declaration Date
 
Record Date
 
Amount Per Share
 
Dividend Payable Date
January 12, 2015
 
February 13, 2015
 
$
0.39

 
February 27, 2015
May 5, 2015
 
May 15, 2015
 
$
0.39

 
May 29, 2015
August 4, 2015
 
August 14, 2015
 
$
0.41

 
August 31, 2015
On June 30, 2015, the Company completed an underwritten public offering of 5.9 million newly issued shares of its common stock pursuant to an effective registration statement. The Company received net proceeds, before expenses, of $147.9 million from the offering, after giving effect to the issuance and sale of all 5.9 million shares of common stock, at a price of $25.06 per share. These proceeds were primarily used to repay borrowings outstanding under the Revolving Credit Facility.
On October 3, 2014, the Company completed an underwritten public offering of 6.9 million newly issued shares of its common stock pursuant to an effective registration statement.  The Company received net proceeds, before expenses, of $160.6 million from the offering, after giving effect to the issuance and sale of all 6.9 million shares of common stock (which included 0.9 million shares sold to the underwriters upon exercise of their option to purchase additional shares), at a price to the public of $24.25 per share. These proceeds were used to repay borrowings outstanding under the Revolving Credit Facility.
On May 12, 2014, the Company completed an underwritten public offering of 8.1 million newly issued shares of its common stock pursuant to an effective registration statement.  The Company received net proceeds, before expenses, of $219.1 million from the offering, after giving effect to the issuance and sale of all 8.1 million shares of common stock (which included 1.1 million shares sold to the underwriters upon exercise of their option to purchase additional shares), at a price to the public of $28.35 per share. These proceeds were primarily used to repay borrowings outstanding under the Company's prior Revolving Credit Facility.
During the nine months ended September 30, 2015, the Company issued 0.2 million shares of common stock as a result of restricted stock unit vestings and in connection with amounts payable under the Company's 2014 Bonus Plan pursuant to an election by certain participants to receive their bonus payment in shares of the Company's common stock.
Upon any payment of shares as a result of restricted stock unit vestings, the participant is required to satisfy the related tax withholding obligation. The 2009 Performance Incentive Plan provides that the Company has the right at its option to (a) require the participant to pay such tax withholding or (b) reduce the number of shares to be delivered by a number of shares necessary to satisfy the related minimum applicable statutory tax withholding obligation. During the nine months ended September 30, 2015, pursuant to advance elections made by certain participants, the Company incurred $4.7 million in tax withholding obligations on behalf of its employees that were satisfied through a reduction in the number of shares delivered to those participants.
At-The-Market Common Stock Offering Program (“ATM Program”)
On December 1, 2014, the Company entered into a sales agreement (the “2014 Sales Agreements”) with each of Barclays Capital Inc., Cantor Fitzgerald & Co., Credit Agricole Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, MLV & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, Stifel, Nicolaus & Company, Incorporated, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC (individually, a “Sales Agent” and together, the “Sales Agents”) to sell shares of its common stock, $0.01 par value per share, having aggregate gross proceeds of up to $200.0 million from time to time through the Sales Agents (the “2014 ATM Program”).
Pursuant to the terms of the 2014 Sales Agreements, the shares may be sold by any method permitted by law deemed to be an “at-the-market” offering, including without limitation sales made directly on the NASDAQ Global Select Market, on any other existing trading market for our common stock or to or through a market maker. In addition, with the Company's prior consent, the Sales Agents may also sell shares in privately negotiated transactions. The Company will pay each Sales Agent a commission equal to 2% of the gross proceeds from the sales of shares sold pursuant to the applicable 2014 Sales Agreement. The offering of shares pursuant to any 2014 Sales Agreement will terminate upon the earlier of (i) the sale of the maximum aggregate amount of shares subject to the 2014 Sales Agreements, or (ii) termination of such 2014 Sales Agreement as permitted therein. The Company is not obligated to sell and the Sales Agents are not obligated to buy or sell any shares under the 2014 Sales Agreements.
The Company sold no shares under the 2014 ATM Program during the nine months ended September 30, 2015. As of September 30, 2015, shares of the Company's common stock having an aggregate offering price of $76.5 million were available for sale under the 2014 ATM Program. In November 2015, the Company suspended the 2014 ATM Program. The Company may resume the 2014 ATM Program at any time during the term of the program in its discretion.

10.
EARNINGS PER COMMON SHARE
The following table illustrates the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2015 and 2014 (in thousands, except share and per share amounts):
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
Numerator
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
 
$
15,500

 
$
14,643

 
$
46,664

 
$
17,020

 
 
 
 
 
 
 
 
 
Denominator
 
 
 
 
 
 
 
 
Basic weighted average common shares and common equivalents
 
65,160,290

 
47,359,949

 
61,244,991

 
43,358,620

Dilutive restricted stock units
 
237,885

 
517,253

 
223,612

 
481,930

 
 
 
 
 
 
 
 
 
Diluted weighted average common shares
 
65,398,175

 
47,877,202

 
61,468,603

 
43,840,550

 
 
 
 
 
 
 
 
 
Net income attributable to common stockholders, per:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic common share
 
$
0.24

 
$
0.31

 
$
0.76

 
$
0.39

 
 
 
 
 
 
 
 
 
Diluted common share
 
$
0.24

 
$
0.31

 
$
0.76

 
$
0.39

Certain restricted stock units are considered participating securities because dividend payments are not forfeited even if the underlying award does not vest. Accordingly, the Company uses the two-class method when computing basic and diluted earnings per share. During the three and nine months ended September 30, 2015, approximately 100 and 6,000 restricted stock units, respectively, were not included in computing diluted earnings per share because they were considered anti-dilutive. During the three months ended September 30, 2014, no restricted stock units were considered anti-dilutive. During the nine months ended September 30, 2014, approximately 5,000 restricted stock units were not included in computing diluted earnings per share because they were anti-dilutive. No stock options were considered anti-dilutive during the three and nine months ended September 30, 2014. No stock options were outstanding during the nine months ended September 30, 2015.

11.SUMMARIZED CONDENSED CONSOLIDATING INFORMATION
In connection with the offerings of the Senior Notes by the Issuers, the Company and certain 100% owned subsidiaries of the Company (the “Guarantors”) have, jointly and severally, fully and unconditionally guaranteed the Senior Notes, subject to release under certain customary circumstances as described below. These guarantees are subordinated to all existing and future senior debt and senior guarantees of the Guarantors and are unsecured. The Company conducts all of its business through and derives virtually all of its income from its subsidiaries. Therefore, the Company’s ability to make required payments with respect to its indebtedness (including the Senior Notes) and other obligations depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries.
A Guarantor will be automatically and unconditionally released from its obligations under the guarantees with respect to the Senior Notes in the event of:
Any sale of the subsidiary Guarantor or of all or substantially all of its assets;
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