relationship driven. investor focused · debt maturity profile at q3 2017 ($ millions) (1) (1)...
TRANSCRIPT
JMP Securities
December 11-13, 2017
Relationship driven.
Investor focused.
Sabra 3.0 Update
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TRANSFORMATION OVERVIEW
Sabra 1.0
Sabra 3.0
• 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
• Sabra completes CCP merger in August 2017
• 100% 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 2017. 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
• Two notch upgrade from Moody’s to Ba1
• 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 ~$2.8
billion in Enterprise Value
• Lowered Genesis concentration to ~33% as
of June 30, 2017 (1)
• Strong Balance Sheet as of June 30, 2017
• Key impediments to Investment Grade:
• Genesis concentration
• Smaller size and scale
Sources: Company Filings and Presentations.
Note: See Definitions in the appendix to this presentation for the definitions of Sabra 2.0 and Sabra 3.0. (1) Based on percentage of Annualized Cash Net Operating Income.
Sabra 2.0
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Further transform Sabra into a leading, balanced skilled nursing /senior housing portfolio
Increased relationship diversification / substantially eliminate Genesis exposure
Acquiring two high quality senior housing and skilled nursing portfolios
Foster strategic relationships with local and regional operators that fit our preferred profile and
who can successfully navigate the complex health care delivery market
Embedded future upside from portfolio expansions, developments and acquisitions with new
portfolios; option to own 100% of the Enlivant portfolio over time
Lower cost of capital with investment grade balance sheet and meaningful scale
Focused on delivering long-term value creation and dividend growth for shareholders
Increased access to larger transactions along with increased liquidity to capitalize on those new
opportunities
Sabra 3.0
TRANSACTIONS BENEFITS
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Sabra
3Q17
Sabra
3.0 (2)
Enterprise Value ($Bn) (1) $6.5 $6.3
Properties / Investments 569 648
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%
SABRA 3.0: A PREMIER HEALTHCARE REIT Investment grade balance sheet with improved size, scale, asset quality & diversified, high quality operator
partnerships
(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) Q3 2017 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.
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79%
66%
53%
39% 36% 35%
13%
0%
25%
50%
75%
100%
YE 2011 YE 2012 YE 2013 YE 2014 YE 2015 YE 2016 Q3 2017
CONTINUED MANAGEMENT FOCUS ON OPTIMIZING PORTFOLIO
Genesis Concentration (1) Investment Philosophy – acquire high quality, SNF
or senior housing portfolios that bring long term
strategic value
Increase relationship diversification
Substantially exit Genesis relationship
Continue broad focus on AL, MC, and IL operators to
deliver added growth
Grow private-pay exposure through acquisitions and
portfolio management
Strong proprietary development pipeline provides
future deal flow for primarily purpose-built, senior
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 3.0.
Sabra 3.0 (2)
~
< 5%
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FOCUSED APPROACH PROVIDES A CONDUIT FOR FUTURE GROWTH
Investment Thesis
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
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
Thinking Outside The Box
Operating expertise and deal structure flexibility drive competitive advantage
Traditional REIT structures
- Sale/leasebacks - Mortgage debt
Smaller investments with
options to purchase
Managed properties
Preferred equity & mezzanine debt
Development agreements
Forward purchase commitments
Joint Ventures
Recent Transactions
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ENLIVANT TRANSACTION Key Transaction Terms
Size / Structure
Joint Venture
Management Agreement
• $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
• 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
• 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, 2017
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ENLIVANT TRANSACTION (cont’d) Scaled National Assisted Living Portfolio with one of the Largest U.S. Assisted Living Operators
Key Portfolio Statistics
Avg.
Occupancy(1)
82%
# of States
20
# of Units
8,283
# of
Properties
183
Geographically Diverse Portfolio of Private Pay Assisted Living Facilities
Property Mix
96%
Asst. Living
Private Pay(1)
~100%
(1) Based on T3 April 2017 data.
17
11 5
7
31
5
4
7
10 4
21 15
7
1
10
1
16
4
5 2
Texas 17%
Indiana 11%
Washington 9%
Pennsylvania 9%
Other 54%
Property Count by State Top Locations by Property Count
• 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 (2008-2013); 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
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NORTH AMERICAN HEALTHCARE TRANSACTION
Size
Lease Yield / Coverage
Master Lease
• $421 million aggregate purchase price
• Acquiring 23 properties structured as a sale / leaseback (two-step closing
process)
• 8.0% cash rent yield / 9.0% GAAP rent yield
• 1.4x initial EBITDAR coverage ratio
• Triple Net / Cross-defaulted
• 12-14 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 2018
Key Transaction Terms
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Premier West Coast Portfolio of Skilled Nursing Facilities
Key Portfolio Statistics
EBITDAR
Coverage(1)
1.4x
Occupancy(1)
92%
# of Licensed
Beds
2,157
# of
Properties
23
West Coast Focused Portfolio of Well Positioned Skilled Nursing Facilities
Seattle
(4 SNFs)
Southern
California
(12 SNFs)
Northern
California
(7 SNFs)
• 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
NORTH AMERICAN HEALTHCARE TRANSACTION (cont’d)
Skilled Mix(1)
58%
# of States
2
(1) Based on 2016 financial data.
Company and Financial Overview
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Equity Value
52%
Secured Debt
4%
Unsecured Debt
42%
Preferred Equity
2%
STRENGTHENED BALANCE SHEET WITH LOWER LEVERAGE AND ENHANCED LIQUIDITY
Capital Structure Highlights Capital Structure at Q3 2017 (% of Total Capitalization)
Investment grade balance sheet: BBB- / BBB- / Ba1
Primarily fixed rate, unsecured borrowings
Well laddered maturity schedule
Improved cost of capital
Over $700 million of availability on revolver at September 30, 2017
Debt Maturity Profile at Q3 2017 ($ millions)
(1)
(1) Equity value estimated using shares outstanding of 178.2 million and Sabra closing price of $19.05 as of 12/7/2017.
Total Capitalization
$6.5 bn
500 200
600
21 109
200
1,000 251
749
$1 $4 $103 $205
$772
$1,005
$204
$5 $5
$709
200
400
600
800
1,000
1,200
1,400
1,600
Q4 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026+
Available Line of Credit
Line of Credit
Term Loans
Mortgage Debt / Secured Debt
Unsecured Bonds
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8.2x 9.5x
14.2x 14.9x 15.0x 15.8x
18.0x
0.0x
5.5x
11.0x
16.5x
22.0x
SBRA OHI NHI LTC HCP CTRE Big 2
Average
9.4%
4.2%
4.9% 5.0% 5.1% 5.5%
9.6%
0.0%
2.5%
5.0%
7.5%
10.0%
SBRA CTRE NHI LTC Big 2
Average
HCP OHI
ATTRACTIVE RELATIVE VALUATION FOR SABRA SHAREHOLDERS
-7.2% -3.1%
9.6% 10.9%
20.6%
24.5% 27.1%
-16.0%
-8.0%
0.0%
8.0%
16.0%
24.0%
32.0%
40.0%
SBRA HCP Big 2
Average
OHI NHI LTC CTRE
Q3 2017 Annualized FFO Multiples (1) Dividend Yield
Premium/Discount to Consensus NAV
(2)
26% 13% 19%
43% 55%
70% 77%
64% 87% 80%
45% 1%
20% 10%
57%
30%
0%
20%
40%
60%
80%
100%
SBRA 3.0 OHI CTRE HCP LTC Big 2
Average
NHI
Senior Housing Skilled Nursing Other
Portfolio Composition (% of Gross Investments) (4)
~
~
(3)
(3) (3)
Sources: Company filings, SNL Financial and FactSet as of 12/7/2017.
(1) Q3 2017 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 Q3 2017 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.
(3)
~
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SUBSTANTIAL VALUE CREATION OPPORTUNITY FOR SHAREHOLDERS
Sabra 3.0 compares favorably to peers
SNF Concentration (1) SNF Rent Coverage (1) (3) Top Five Relationship Concentration (1)
(1) Represents Q3 2017 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.
84% 84%
58%
29%
63%
0%
20%
40%
60%
80%
100%
79%
68%
54%
36%
41%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
1.70x 1.75x
1.41x 1.34x 1.38x
0.00x
0.40x
0.80x
1.20x
1.60x
2.00x
(4) (2) (2)
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STRONG INVESTMENT GRADE CREDIT METRICS
(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.
Sabra 3Q17Investment 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%
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APPENDIX
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Option One
Option Three
Ma
FFO RECONCILIATION
(1) Costs incurred during the three months ended September 30, 2017. Please refer to 10-Q for additional details.
(Dollars in thousands, except per share amounts)
Three Months Ended
September 30, 2017
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 average 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) 19.05$
FFO Multiple (Excluding Non-Recurring Merger Related Costs) 8.2x
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DEFINITIONS
Option One
Ma
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. 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.
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 Q3 2017 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.
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FORWARD LOOKING STATEMENTS
Option One
Option Three
Ma
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 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 or becoming 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, 2017. 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 www.sec.gov. Alternatively, Sabra will arrange to send such information if you request it by contacting Investor & Media Inquiries at 1-888-393-8248 or [email protected].
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 www.sec.gov.
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NON-GAAP FINANCIAL MEASURES
Option One
Option Three
Ma
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 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.