Relationship driven. Investor focused. JMP Securities December 11-13, 2017

Transcription

1 Relationship driven. Investor focused. JMP Securities December 11-13, 2017

2 Sabra 3.0 Update

3 TRANSFORMATION OVERVIEW Sabra 3.0 Sabra 1.0 Sabra spins off from Sun Healthcare in November 2010 and begins publicly trading September 2014, Sabra completes its largest acquisition pre-ccp, the Holiday portfolio of 21 independent living units for $550 million Sabra continues to expand through strategic portfolio acquisitions and reaches ~$2.8 billion in Enterprise Value Lowered Genesis concentration to ~33% as of June 30, 2017 (1) Strong Balance Sheet as of June 30, 2017 Key impediments to Investment Grade: Genesis concentration Smaller size and scale Sabra 2.0 Sabra completes CCP merger in August % all-stock combination Fixed exchange ratio of 1.123x Sabra shares for each CCP share Pro forma ownership of approximately 41% Sabra / 59% CCP Sabra executes agreement to sell 20 facilities leased to Genesis for $103 million; the sale is expected to close in December Sales of 15 other facilities subject to MOUs with Genesis are ongoing (4 sales have closed to date) Sabra expands credit facility to $2.2 billion and obtains Investment Grade rating for senior notes from S&P and Fitch Sabra enters into a definitive agreement with North American Healthcare to acquire 23 Skilled Nursing / Transitional Care facilities in a sale / leaseback transaction for $421 million and closes on first step of the acquistion in September 2017 (21 properties valued at $378 million) Sabra enters into a definitive agreement with TPG in September 2017 to acquire a 49% equity interest in Senior Housing JVs owning a portfolio of 183 properties managed by Enlivant for $371 million Sabra begins marketing the Genesis Exodus Plan to divest up to all of the 43 remaining Genesis facilities for an estimated value of $425 million to $475 million, expected to occur in 2018 Two notch upgrade from Moody s to Ba1 Sources: Company Filings and Presentations. Note: See Definitions in the appendix to this presentation for the definitions of Sabra 2.0 and Sabra 3.0. (1) Based on percentage of Annualized Cash Net Operating Income. 3

4 TRANSACTIONS BENEFITS Further transform Sabra into a leading, balanced skilled nursing /senior housing portfolio Increased relationship diversification / substantially eliminate Genesis exposure Acquiring two high quality senior housing and skilled nursing portfolios Foster strategic relationships with local and regional operators that fit our preferred profile and who can successfully navigate the complex health care delivery market Embedded future upside from portfolio expansions, developments and acquisitions with new portfolios; option to own 100% of the Enlivant portfolio over time Lower cost of capital with investment grade balance sheet and meaningful scale Focused on delivering long-term value creation and dividend growth for shareholders Increased access to larger transactions along with increased liquidity to capitalize on those new opportunities Sabra 3.0 4

5 SABRA 3.0: A PREMIER HEALTHCARE REIT Investment grade balance sheet with improved size, scale, asset quality & diversified, high quality operator partnerships Sabra 3Q17 Sabra 3.0 (2) Enterprise Value ($Bn) (1) $6.5 $6.3 Properties / Investments Top 5 Relationship Concentration (3) 42% 41% (6) Genesis Concentration (3) 13% <5% Holiday Concentration (3) 6% 6% SNF Concentration (3) 74% 63% (6) SNF EBITDAR Coverage (4) (5) 1.49x 1.38x SNF Occupancy (5) 87.8% 79.8% Wtd. Avg. Remaining Lease Term 9 years 9 years Skilled Mix (5) 42% 40% (1) Sabra balance sheet as of 9/30/2017, pro forma for adjustments for Sabra 3.0. Share prices as of 12/7/2017. (2) See Definitions in the appendix to this presentation for the definition of Sabra 3.0. (3) Concentrations are calculated using Annualized Cash Net Operating Income for real estate investments, investments in loans receivable and other investments. (4) EBITDAR Coverage presented one quarter in arrears (e.g., CCP and North American Healthcare are excluded); coverage excludes tenants with meaningful credit enhancement through guarantees, which include Genesis, Holiday, Tenet and three former CCP tenants. (5) Q EBITDAR Coverage, Occupancy and Skilled Mix exclude assets acquired after June 30, 2017 (e.g., CCP and North American Healthcare are excluded). (6) Assumes the disposition of all Genesis assets. 5

6 CONTINUED MANAGEMENT FOCUS ON OPTIMIZING PORTFOLIO Investment Philosophy acquire high quality, SNF Genesis Concentration (1) or senior housing portfolios that bring long term 100% strategic value Increase relationship diversification 75% 79% 66% Substantially exit Genesis relationship 53% Continue broad focus on AL, MC, and IL operators to deliver added growth 50% 39% 36% 35% Grow private-pay exposure through acquisitions and 25% portfolio management ~ 13% Strong proprietary development pipeline provides future deal flow for primarily purpose-built, senior 0% YE 2011 YE 2012 YE 2013 YE 2014 YE 2015 YE 2016 Q < 5% Sabra 3.0 (2) housing facilities (1) Based on percentage of Annualized Cash Net Operating Income for real estate investments, investments in loans receivable and other investments. (2) See Definitions in the appendix to this presentation for the definition of Sabra

7 FOCUSED APPROACH PROVIDES A CONDUIT FOR FUTURE GROWTH Operating expertise and deal structure flexibility drive competitive advantage Thinking Outside The Box Investment Thesis Forward purchase commitments Development agreements Traditional REIT structures - Sale/leasebacks - Mortgage debt Smaller investments with options to purchase Managed properties Utilize operating and asset management expertise to identify and capitalize on opportunities Leverage Sabra's existing and new relationships leading to significant external growth opportunities Align with high-quality operators to assist in their strategic goals Focus on operators with local and regional expertise to capitalize on favorable demographics Pursue strategic development opportunities with attractive risk-adjusted returns Preferred equity & mezzanine debt Joint Ventures Smaller initial investments in purpose-built facility development projects lower Sabra s development risk Create a diversified portfolio that is well-positioned for the future of health care delivery Focus on investments where we identify off-market price dislocation 7

8 Recent Transactions

9 ENLIVANT TRANSACTION Key Transaction Terms Size / Structure $371 million investment for 49% equity stake in Enlivant real estate portfolio ($1.62 billion total portfolio valuation, inclusive of outstanding asset level debt of $863 million (1) ) 183 properties / 8,283 units Joint venture structure Joint Venture Sabra to designate three of seven board seats Right of first offer if TPG desires to sell its interest Sabra has an option to acquire TPG s interest Management Agreement Properties will continue to be managed by Enlivant 10 year initial term with two five-year automatic renewals Customary management fees during the term of the agreement Other $863 million (1) of in place debt at the joint ventures (unconsolidated) Option to acquire up to 35% of Enlivant Management Co. Expected to close in January 2018 (1) As of June 30,

10 ENLIVANT TRANSACTION (cont d) Scaled National Assisted Living Portfolio with one of the Largest U.S. Assisted Living Operators Unique opportunity to acquire a premier, private pay senior housing portfolio Experienced, proven management team meaningfully increased occupancy, average daily rate and net operating income since acquisition Led by Jack R. Callison Jr., former CEO of Holiday Retirement ( ); Executive Board Director for NIC, ASHA and Argentum Embedded organic upside through occupancy stabilization and external growth opportunities from community expansions, redevelopments and new acquisitions Key Portfolio Statistics Geographically Diverse Portfolio of Private Pay Assisted Living Facilities # of Properties 183 # of Units 8,283 Property Count by State Top Locations by Property Count # of States 20 Private Pay (1) ~100% Avg. Occupancy (1) 82% Property Mix 96% Asst. Living Other 54% Texas 17% Indiana 11% Washington 9% Pennsylvania 9% (1) Based on T3 April 2017 data. 10

11 NORTH AMERICAN HEALTHCARE TRANSACTION Key Transaction Terms Size $421 million aggregate purchase price Acquiring 23 properties structured as a sale / leaseback (two-step closing process) Lease Yield / Coverage 8.0% cash rent yield / 9.0% GAAP rent yield 1.4x initial EBITDAR coverage ratio Master Lease Triple Net / Cross-defaulted year initial term with three 5-year renewal options GAAP rent of $38.0 million on the total portfolio Annual escalators equal to greater of CPI or 2%, capped at 2.5% Other Two-step closing process: Acquisition of 21 facilities for purchase price of $378 million closed September 19, 2017 Remaining acquisition of two facilities for $43 million expected to close in early January

12 NORTH AMERICAN HEALTHCARE TRANSACTION (cont d) Premier West Coast Portfolio of Skilled Nursing Facilities 20 of 23 properties rated 5 stars by CMS, the highest achievable level nationwide, with the other three rated 4 stars Deep and experienced management team with 12 years average tenure; including over 20 years for Chairman and CEO Growing operator with a portfolio in high barrier-to-entry, West Coast markets (34 total properties) Solid financial performance with strong EBITDAR margin and skilled mix Key Portfolio Statistics West Coast Focused Portfolio of Well Positioned Skilled Nursing Facilities # of Properties 23 # of Licensed Beds 2,157 Northern California (7 SNFs) Seattle (4 SNFs) Occupancy (1) 92% EBITDAR Coverage (1) 1.4x Southern California (12 SNFs) # of States Skilled Mix (1) 2 58% (1) Based on 2016 financial data. 12

13 Company and Financial Overview

14 STRENGTHENED BALANCE SHEET WITH LOWER LEVERAGE AND ENHANCED LIQUIDITY Capital Structure Highlights Investment grade balance sheet: BBB- / BBB- / Ba1 Primarily fixed rate, unsecured borrowings Well laddered maturity schedule Capital Structure at Q (% of Total Capitalization) Preferred Equity 2% Improved cost of capital Over $700 million of availability on revolver at September 30, 2017 Unsecured Debt 42% Total Capitalization $6.5 bn Equity Value 52% (1) Debt Maturity Profile at Q ($ millions) Secured Debt 4% 1,600 1,400 1,200 1, Available Line of Credit Line of Credit Term Loans Mortgage Debt / Secured Debt Unsecured Bonds $1 $4 $103 $ $ $1,005 1,000 $ $5 $5 $ Q (1) Equity value estimated using shares outstanding of million and Sabra closing price of $19.05 as of 12/7/

15 ATTRACTIVE RELATIVE VALUATION FOR SABRA SHAREHOLDERS Q Annualized FFO Multiples (1) Dividend Yield 22.0x 10.0% 9.4% 9.6% 16.5x 11.0x 8.2x 9.5x 14.2x 14.9x 15.0x 15.8x 18.0x 7.5% 5.0% 4.2% 4.9% 5.0% 5.1% 5.5% 5.5x 2.5% 0.0x (2) SBRA OHI NHI LTC HCP CTRE Big 2 Average (3) 0.0% SBRA CTRE NHI LTC Big 2 (3) Average HCP OHI Premium/Discount to Consensus NAV Portfolio Composition (% of Gross Investments) (4) 40.0% 32.0% 24.0% 16.0% 9.6% 10.9% 20.6% 24.5% 27.1% 100% 80% 60% ~ 10% ~ 64% 87% 80% 57% 45% 30% 1% 20% 8.0% 0.0% -8.0% -16.0% -3.1% -7.2% SBRA HCP Big 2 Average (3) OHI NHI LTC CTRE 40% 20% 0% 70% 55% 43% ~ 26% 13% 19% SBRA 3.0 OHI CTRE HCP LTC Big 2 Average (3) 77% NHI Senior Housing Skilled Nursing Other Sources: Company filings, SNL Financial and FactSet as of 12/7/2017. (1) Q annualized FFO multiple is calculated as stock price as of 12/7/2017 divided by Q3 annualized FFO per share, unless otherwise stated. (2) Based on Q annualized FFO per share, adjusted for ~$27.6mm of CCP merger and transition related costs. See FFO reconciliation on slide 19 in the appendix. (3) Big 2 average consists of HCN and VTR. (4) OHI approximated based on total properties. All others based on gross investment values. 15

16 SUBSTANTIAL VALUE CREATION OPPORTUNITY FOR SHAREHOLDERS Sabra 3.0 compares favorably to peers SNF Concentration (1) Top Five Relationship Concentration (1) SNF Rent Coverage (1) (3) 100% 80% 60% 40% 84% 84% 58% 29% 63% 90% 80% 70% 60% 50% 40% 30% 79% 68% 54% 36% 41% 2.00x 1.60x 1.20x 0.80x 1.70x 1.75x 1.41x 1.34x 1.38x 20% 20% 10% 0.40x 0% (2) 0% (2) 0.00x (4) (1) Represents Q concentration and coverage for peers; see Definitions in the appendix for the definition of Sabra 3.0. (2) Concentrations are calculated using Annualized Cash Net Operating Income for real estate investments, investments in loans receivable and other investments. Assumes disposition of all Genesis assets. (3) Represents SNF coverage for CTRE and LTC, and total portfolio coverage for NHI and OHI. (4) EBITDAR Coverage excludes tenants with meaningful credit enhancement through guarantees, which include Genesis, Holiday, Tenet and three former CCP tenants. 16

17 STRONG INVESTMENT GRADE CREDIT METRICS Sabra 3Q17 Investment Grade Peers Median (1) Net Debt to Adjusted EBITDA 4.8x 5.6x Interest Coverage Ratio 4.9x 4.7x Debt as a % of Asset Value 44% 42% Secured Debt as a % of Asset Value 4% 3% (1) Investment Grade Peers consists of HCP, HCN, VTR and OHI. The metrics used to calculate Investment Grade Peers Median are sourced from most recent public filings with the SEC and may not be calculated in a manner identical to Sabra s metrics. 17

18 APPENDIX 18

19 FFO RECONCILIATION (Dollars in thousands, except per share amounts) Three Months Ended September 30, 2017 Ma Net income attributable to common stockholders $ 12,534 Depreciation and amortization of real estate assets 25,933 Net gain on sale of real estate (582) FFO Attributable to Common Stockholders $ 37,885 Weighted Option average One number of common shares outstanding, diluted 112,418,100 FFO Per Share $ 0.34 Adjustments: CCP Merger and transition costs (1) 27,576 FFO Attributable to Common Stockholders (Excluding Non-Recurring Merger Related Costs) $ 65,461 Weighted average number of common shares outstanding, diluted 112,418,100 FFO Per Share (Excluding Non-Recurring Merger Related Costs) $ 0.58 FFO Per Share Annualized (Excluding Non-Recurring Merger Related Costs) $ 2.33 Share Price (as of 12/7/17) $ FFO Option Multiple (Excluding Non-Recurring Merger Related Costs) 8.2x Three (1) Costs incurred during the three months ended September 30, Please refer to 10-Q for additional details. 19

20 DEFINITIONS Adjusted EBITDA and EBITDA. Earnings before interest, taxes, depreciation and amortization ( EBITDA ) excluding the impact of stock-based compensation expense under the Company s long-term equity award program, asset specific loan loss reserves, significant out of period revenues and expenses, and further adjusted to give effect to acquisitions and dispositions as though such acquisitions and dispositions occurred at the beginning of the period ( Adjusted EBITDA ) is an important non-gaap supplemental measure of operating performance. Annualized Cash Net Operating Income ( Annualized Cash NOI ). The Company believes that net income attributable to common stockholders as defined by GAAP is the most appropriate earnings measure. We consider Annualized Cash NOI an important supplemental measure because it allows investors, analysts and our management to evaluate the operating performance of our investments. We define Annualized Cash NOI as annual revenues less operating expenses and non-cash revenues. Annualized Cash NOI excludes all other financial statement amounts included in net income. Ma EBITDAR Coverage. Represents the ratio of EBITDAR to contractual rent for owned facilities (excluding Managed Properties). EBITDAR Coverage is a supplemental measure of an operator/tenant s ability to meet their cash rent and other obligations to the Company. However, its usefulness is limited by, among other things, the same factors that limit the usefulness of EBITDAR. Occupancy Percentage. Occupancy Percentage represents the facilities average operating occupancy for the period indicated. The percentages are calculated by dividing the actual census from the period presented by the available beds/units for the same period. Occupancy for independent living facilities can be greater than 100% for a given period as multiple residents could occupy a single unit. Option One Sabra 2.0. Refers to Sabra after the CCP merger, $33.5 million in rent reductions as part of the CCP portfolio repositioning, and announced dispositions of 35 Genesis facilities (the Genesis MOU Disposition Facilities ) for expected net proceeds of $146 million (net of $15 million of debt repayment). Sabra s balance sheet information as of September 30, 2017 reflects the CCP merger, which closed in August 2017, and the sale of two of the Genesis MOU Disposition Facilities. Pro forma Sabra 2.0 balance sheet information gives pro forma effect to the sale of the remaining 33 Genesis MOU Disposition Facilities (2 of which closed subsequent to September 30, 2017, 20 of which are expected to close by the end of 2017, and the remaining 11 of which are expected to close by early 2018). Sabra 3.0. Reflects Sabra s Q results, as adjusted to give pro forma effect to the disposition of 30 legacy CCP facilities with expected net proceeds of $123 million (not all subject to binding agreements at this time) and the remaining $14 million in rent reductions as part of the CCP portfolio repositioning; the sale of the remaining 33 Genesis MOU Disposition Facilities for expected net proceeds of $146 million (net of $15 million of debt repayment); the announced 2018 Genesis Exodus dispositions of up to all of the remaining 43 Genesis facilities for expected proceeds of $425 million to $475 million; our acquisition of the 2 remaining facilities that are part of the North American Healthcare portfolio for $42.8 million; and our acquisition of a 49% equity stake in Senior Housing joint ventures managed by Enlivant for $371 million. Senior Housing. Senior housing communities include independent living, assisted living, continuing care retirement and memory care communities. Skilled Mix is defined as the total Medicare and non-medicaid managed care patient revenue at Skilled Nursing/Transitional Care facilities divided by the total revenues at Skilled Nursing/Transitional Care facilities for the period indicated. Skilled Nursing/Transitional Care. Skilled nursing/transitional care facilities include skilled nursing, transitional care, multi-license designation and mental health facilities. Note: All facility financial performance data were derived solely from information provided by operators/tenants and relevant guarantors without independent verification by the Company. 20

21 FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements that may be identified, without limitation, by the use of expects, believes, intends, should or comparable terms or the negative thereof. Forward-looking statements in this presentation include, but are not limited to, all statements regarding the Genesis Exodus and other planned and pending sales of assets (including the expected proceeds from, and timing of, sales), the Enlivant joint ventures, the North American Healthcare Sale / Leaseback Transaction, and our strategic and operational plans, as well as all statements regarding expected future financial position, results of operations, cash flows, liquidity, financing plans, business strategy, the expected amounts and timing of dividends, projected expenses and capital expenditures, competitive position, growth opportunities and potential investments, plans and objectives for future operations and compliance with and changes in governmental regulations. These statements are made as of the date hereof and are subject to known and unknown risks, uncertainties, assumptions and other factors many of which are out of the Company s control and difficult to forecast that could cause actual results to differ materially from those set forth in or implied by our forward-looking statements. These risks and uncertainties include but are not limited to: changes in healthcare regulation Ma and political or economic conditions; the anticipated benefits of our merger with Care Capital Properties, Inc. ( CCP ) may not be realized; the anticipated and unanticipated costs, fees, expenses and liabilities related to our merger with CCP; our dependence on the operating success of our tenants; our ability to implement the previously announced rent repositioning program for certain of our tenants who were legacy tenants of CCP on the timing or terms we have previously disclosed; our ability to dispose of facilities currently leased to Genesis Healthcare, Inc. ( Genesis ) on the timing or terms we have previously disclosed; 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 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 Option or becoming One insolvent; uninsured or underinsured losses affecting our properties and the possibility of environmental compliance costs and liabilities; 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 REIT; changes in tax laws and regulations affecting REITs; compliance with REIT requirements and certain tax and tax regulatory matters related to our status as a REIT; and the ownership limits and anti-takeover defenses in our governing documents and Maryland law, which may restrict change of control or business combination opportunities. Additional information concerning risks and uncertainties that could affect our business can be found in our filings with the Securities and Exchange Commission (the SEC ), including Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016 and Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, Forward-looking statements made in this presentation 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 hereof. The Company assumes no, and hereby disclaims any, obligation to update any of the foregoing or any other forward-looking statements as a result of new information or new or future developments, except as otherwise required by law. Sabra has an effective registration statement (including a prospectus) with the SEC. Before you invest in any offering of the Company s securities, you should read the prospectus in that registration statement and other documents Sabra has filed with the SEC for more complete information about Sabra and any such offering. You may get these documents for free by visiting EDGAR on the SEC website at Alternatively, Sabra will arrange to send such information if you request it by contacting Investor & Media Inquiries at or investorinquiries@sabrahealth.com. TENANT AND BORROWER INFORMATION This presentation includes information (e.g., EBITDAR coverage and occupancy percentage) regarding certain of our tenants that lease properties from us and our borrowers, most of which are not subject to SEC reporting requirements. Genesis is subject to the reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to our tenants and borrowers that is provided in this presentation has been provided by such tenants and borrowers. We have not independently verified this information. We have no reason to believe that such information is inaccurate in any material respect. We are providing this data for informational purposes only. Genesis s filings with the SEC can be found at Option Three 21

22 NON-GAAP FINANCIAL MEASURES This presentation includes funds from operations attributable to common stockholders ( FFO ), a financial measure defined as a non-gaap financial measure by the SEC. This measure may be different than non-gaap financial measures used by other companies and the presentation of this measure is not intended to be considered in isolation or as a substitute for financial information prepared and presented in accordance with U.S. generally accepted accounting principles. FFO is calculated in accordance with The National Association of Real Estate Investment Trusts definition of funds from operations, and is defined as net income attributable to common stockholders (computed in accordance with GAAP), excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization and real estate impairment charges. The Company Ma considers FFO an important non-gaap supplemental measure of its operating performance. A reconciliation of FFO to net income attributable to common stockholders, the GAAP financial measure we consider most comparable, is provided in the reconciliation found on slide 19 of this presentation. Option One Option Three 22