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ctre-20200806
0001590717false00015907172020-08-062020-08-06


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2020
CareTrust REIT, Inc.
(Exact name of registrant as specified in its charter)  

Maryland001-3618146-3999490
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
Registrant’s telephone number, including area code: (949542-3130
905 Calle Amanecer,Suite 300,San Clemente,CA92673
(Address of principal executive offices)(Zip Code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareCTREThe Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   




Item 2.02 Results of Operations and Financial Condition.

        On August 6, 2020, CareTrust REIT, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

        Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

Item 7.01 Regulation FD Disclosure.

        A copy of the Company’s supplemental financial information for the second quarter ended June 30, 2020 is attached hereto as Exhibit 99.2 and is incorporated herein by reference. A copy of the supplemental financial information is also available on the “Investors” section of the Company’s website at www.caretrustreit.com.

        Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

 
(d)Exhibits.
 
Exhibits  Description
  
*104Cover Page Interactive Data File (embedded within the inline XBRL document)





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: August 6, 2020CARETRUST REIT, INC.
By:
/s/ William M. Wagner
 
William M. Wagner
Chief Financial Officer, Treasurer and Secretary


Document

Exhibit 99.1
https://cdn.kscope.io/79728ebf2d88b8007836d72ec7a20eb4-image1a112.gif

CareTrust REIT Announces Second Quarter 2020 Operating Results

Conference Call Scheduled for Friday, August 7, 2020 at 1:00 pm ET
SAN CLEMENTE, Calif., August 6, 2020 (GLOBE NEWSWIRE) -- CareTrust REIT, Inc. (Nasdaq:CTRE) today reported operating results for the quarter ended June 30, 2020, as well as other recent events.
For the quarter, CareTrust REIT reported:
Net income of $18.9 million and net income per diluted weighted-average common share of $0.20;
Normalized FFO of $32.1 million and normalized FFO per diluted weighted-average common share of $0.34;
Normalized FAD of $33.6 million and normalized FAD per diluted weighted-average common share of $0.35; and
A net debt-to-normalized EBITDA ratio of 3.2x, and a net debt-to-enterprise value of 23.1%, each as of quarter-end.

Making Progress Against the Pandemic

“We continue to be extremely impressed by the earnest and effective efforts of our tenants and their care staffs to battle the pandemic in their communities," said Greg Stapley, CareTrust's Chairman and Chief Executive Officer. He noted that several CareTrust facilities are contributing to the fight by accepting and treating COVID patients in tightly-controlled environments, taking pressure off of local hospitals and other skilled nursing facilities that are less equipped to handle them, while keeping their own operations performing at high levels. “We are all extremely grateful for the government support received to date by our skilled nursing providers that has made this possible, and we hope that the next round of relief funding will include their counterparts in seniors housing, who are also doing a tremendous job,” he added.

Mr. Stapley also lauded the federal government’s announced plan to deliver rapid-results point-of-care testing devices to all skilled nursing facilities over the coming weeks. Calling it the most significant milestone in the COVID-19 response to date, he said, “Not being able to determine who is contagious has been the biggest obstacle to effective infection control from the beginning, so the value of point-of-care testing in saving lives cannot be overstated.” Several CareTrust facilities are near the top of the recently-released distribution list.

He reported that while overall occupancy in the Company’s skilled nursing portfolio has declined, the percentage of higher-margin skilled patients has climbed markedly. “The increase in skilled mix is helping to backfill the revenue and expense impacts of lower overall occupancy and higher operating costs associated with the COVID response,” he said. He also noted that government relief funding had been critical for most operators. “Together, these measures have given our skilled nursing tenants the runway they’ve needed so far, and we expect them to remain healthy for the foreseeable future,” he added.

He also stated that, although seniors housing occupancy nationwide had reportedly declined in the quarter, occupancy at CareTrust’s seniors housing facilities had held steady through July. He noted that CareTrust collected 99.5% of contract rents in the second quarter, 98.7% in July, and expects a similar result in August.

“As tenant operating data continues to roll in, we are getting a clearer picture on everything from census to expenses to the impact of relief measures,” said Mr. Stapley. “It’s still too early to predict how long the present emergency will last or how far the relief funds will go, but the outstanding performance of our dedicated operators to date informs our cautiously optimistic outlook,” he concluded.

Financial Results for Quarter Ended June 30, 2020
Chief Financial Officer Bill Wagner reported that, for the second quarter, CareTrust generated net income of $18.9 million, or $0.20 per diluted weighted-average common share, normalized FFO of $32.1 million, or $0.34 per diluted weighted-average common share, and normalized FAD of $33.6 million, or $0.35 per diluted weighted-average common share. “We are pleased to be keeping earnings on track in the midst of an extended national emergency, while simultaneously maintaining industry-low leverage and positioning CareTrust for future growth,” said Mr. Wagner.




Liquidity
As of quarter end, CareTrust reported net debt-to-normalized EBITDA of approximately 3.2x and net debt-to-enterprise value of approximately 23.1%. Mr. Wagner stated that at quarter-end the Company had no borrowings outstanding on its $600 million revolving credit line, and no scheduled debt maturities prior to 2024. He also disclosed that CareTrust currently has more than $20 million in cash on hand.

He also noted that the Company’s at-the-market equity program has $500 million in authorization available, allowing the Company to raise additional capital in the equity markets if needed. “With that, plus our undrawn revolver and cash on hand, and with our current debt levels well under our target leverage range of 4.0x to 5.0x net debt-to-normalized EBITDA, we have a wide range of compelling options for funding our opportunistic growth strategy,” said Mr. Wagner.

2020 Guidance Unchanged

For the second quarter in a row, CareTrust left unchanged its annual guidance which was issued in February, notwithstanding the COVID-19 pandemic and related challenges. “Much is different, but our tenants are largely faring well and we remain comfortable projecting, on a per-diluted weighted-average common share basis, net income of approximately $0.76 to $0.78, normalized FFO of approximately $1.32 to $1.34, and normalized FAD of approximately $1.38 to $1.40,” said Mr. Wagner.
The guidance is based on a diluted weighted-average common share count of 95.6 million shares, and per CareTrust’s standard practice includes all investments, dispositions and loan repayments made to date, and assumes no new acquisitions, dispositions, new loans or loan repayments beyond those completed or announced to date, no new debt incurrences or new equity issuances, and estimated 1.75% CPI-based rent escalators under CareTrust's long-term net leases. “Naturally, we must note that material changes in economic and other factors related to the COVID-19 pandemic and the government’s responses thereto could alter our outlook at any time,” he concluded.

Dividend Maintained
During the quarter, CareTrust declared a quarterly dividend of $0.25 per common share, consistent with the preceding quarter in which the Company raised its dividend by 11.1% from $0.225 to $0.25 per share. “The dividend remains very well covered, although the payout ratio is slightly higher than we like,” said Mr. Stapley. “Were it not for the general pause on transactions while the industry deals with the pandemic, we likely would have had some additional acquisitions by now to reduce that ratio,” he added. “Our goal is to catch up over the next few quarters and push that closer to historical levels,” he said. Mr. Wagner reported that, on an annualized basis, the payout ratio was approximately 74% based on second quarter 2020 normalized FFO, and 71% based on normalized FAD.

Conference Call

A conference call will be held on Friday, August 7, 2020, at 1:00 p.m. Eastern Time (10:00 a.m. Pacific Time), during which CareTrust’s management will discuss second quarter 2020 results, recent developments and other matters. The dial-in number for this call is (844) 220-4972 (U.S.) or (317) 973-4053 (International). The conference ID number is 9259158. To listen to the call online, or to view any financial or other statistical information required by SEC Regulation G, please visit the Investors section of the CareTrust REIT website at http://investor.caretrustreit.com. The call will be recorded, and will be available for replay via the website for 30 days following the call.

About CareTrustTM

CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition, development and leasing of skilled nursing, seniors housing and other healthcare-related properties. With a nationwide portfolio of long-term net-leased properties, and a growing portfolio of quality operators leasing them, CareTrust REIT is pursuing both external and organic growth opportunities across the United States. More information about CareTrust REIT is available at www.caretrustreit.com.



Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
This press release contains, and the related conference call will include, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the Company’s intent, belief or expectations, including, but not limited to, statements regarding future financial and financing positions, business and acquisition strategies, growth prospects, operating and financial performance, expectations regarding the making of distributions, payment of dividends, compliance with and changes in governmental regulations, and the performance of the Company’s tenants and operators and their respective facilities.
Words such as “anticipate,” “believe,” “could,” “expect,” “estimate,” “intend,” “may,” “plan,” “seek,” “should,” “will,” “would,” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements, though not all forward-looking statements contain these identifying words. The Company’s forward-looking statements are based on management’s current expectations and beliefs, and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although the Company believes that the assumptions underlying these forward-looking statements are reasonable, they are not guarantees and the Company can give no assurance that its expectations will be attained. Factors which could have a material adverse effect on the Company’s operations and future prospects or which could cause actual results to differ materially from expectations include, but are not limited to: (i) the COVID-19 pandemic and the measures taken to prevent its spread and the related impact on our business or the businesses of our tenants; (ii) the ability and willingness of our tenants to meet and/or perform their obligations under the triple-net leases we have entered into with them, including, without limitation, their respective obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (iii) the ability of our tenants to comply with applicable laws, rules and regulations in the operation of the properties we lease to them; (iv) the ability and willingness of our tenants to renew their leases with us upon their expiration, and the ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant, as well as any obligations, including indemnification obligations, we may incur in connection with the replacement of an existing tenant; (v) the availability of and the ability to identify (a) tenants who meet our credit and operating standards, and (b) suitable acquisition opportunities, and the ability to acquire and lease the respective properties to such tenants on favorable terms; (vi) the ability to generate sufficient cash flows to service our outstanding indebtedness; (vii) access to debt and equity capital markets; (viii) fluctuating interest rates; (ix) the ability to retain our key management personnel; (x) the ability to maintain our status as a real estate investment trust (“REIT”); (xi) changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs; (xii) other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and (xiii) additional factors included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, including in the section entitled "Risk Factors" in Part II, Item 1A of such report, and in our Annual Report on Form 10-K for the year ended December 31, 2019, including in the section entitled “Risk Factors” in Item 1A of Part I of such report, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC.
This press release and the related conference call provides information about the Company's financial results as of and for the quarter ended June 30, 2020 and is provided as of the date hereof, unless specifically stated otherwise. The Company expressly disclaims any obligation to update or revise any information in this press release or the related conference call (and replays thereof), including forward-looking statements, whether to reflect any change in the Company’s expectations, any change in events, conditions or circumstances, or otherwise.
As used in this press release or the related conference call, unless the context requires otherwise, references to “CTRE,” "CareTrust," “CareTrust REIT” or the “Company” refer to CareTrust REIT, Inc. and its consolidated subsidiaries. GAAP refers to generally accepted accounting principles in the United States of America.
Contact:
CareTrust REIT, Inc.
(949) 542-3130
ir@caretrustreit.com





CARETRUST REIT, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(in thousands, except per share data)
 (Unaudited)
For the Three Months Ended June 30,For the Six Months Ended June 30,
2020201920202019
Revenues:
Rental income$42,507  $44,123  $84,971  $82,470  
Independent living facilities615  887  1,240  1,747  
Interest and other income1,046  1,191  2,297  1,642  
Total revenues44,168  46,201  88,508  85,859  
Expenses:
Depreciation and amortization13,239  13,437  26,399  25,339  
Interest expense5,849  7,285  12,563  14,145  
Property taxes837  456  1,322  1,282  
Independent living facilities 546  719  1,092  1,426  
General and administrative4,762  4,606  8,816  7,916  
Total expenses25,233  26,503  50,192  50,108  
Other loss:
Loss on sale of real estate—  —  (56) —  
Net income$18,935  $19,698  $38,260  $35,751  
Earnings per common share:
Basic$0.20  $0.21  $0.40  $0.39  
Diluted$0.20  $0.21  $0.40  $0.39  
Weighted-average number of common shares:
Basic95,208  94,036  95,185  91,039  
Diluted95,208  94,036  95,185  91,039  
Dividends declared per common share$0.25  $0.225  $0.50  $0.45  








CARETRUST REIT, INC.
RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES
(in thousands)
 (Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Net income$18,935  $19,698  $38,260  $35,751  
Depreciation and amortization13,239  13,437  26,399  25,339  
Interest expense5,849  7,285  12,563  14,145  
Amortization of stock-based compensation963  1,147  1,847  2,141  
EBITDA38,986  41,567  79,069  77,376  
Property operating expenses(31) —  (248) —  
Loss on sale of real estate—  —  56  —  
Normalized EBITDA$38,955  $41,567  $78,877  $77,376  
Net income$18,935  $19,698  $38,260  $35,751  
Real estate related depreciation and amortization13,223  13,421  26,367  25,305  
Loss on sale of real estate—  —  56  —  
Funds from Operations (FFO)32,158  33,119  64,683  61,056  
Property operating expenses(31) —  (248) —  
Normalized FFO$32,127  $33,119  $64,435  $61,056  






CARETRUST REIT, INC.
RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES (continued)
 (in thousands, except per share data)
 (Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Net income$18,935  $19,698  $38,260  $35,751  
Real estate related depreciation and amortization13,223  13,421  26,367  25,305  
Amortization of deferred financing fees488  487  975  1,028  
Amortization of stock-based compensation963  1,147  1,847  2,141  
Straight-line rental income(22) (474) (48) (937) 
Loss on sale of real estate—  —  56  —  
Funds Available for Distribution (FAD)33,587  34,279  67,457  63,288  
Property operating expenses(31) —  (248) —  
Normalized FAD$33,556  $34,279  $67,209  $63,288  
FFO per share$0.34  $0.35  $0.68  $0.67  
Normalized FFO per share$0.34  $0.35  $0.68  $0.67  
FAD per share$0.35  $0.36  $0.71  $0.69  
Normalized FAD per share$0.35  $0.36  $0.71  $0.69  
Diluted weighted average shares outstanding [1]95,295  94,292  95,300  91,295  
 [1] For the periods presented, the diluted weighted average shares have been calculated using the treasury stock method.







CARETRUST REIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS - 5 QUARTER TREND
(in thousands, except per share data)
 (Unaudited)
QuarterQuarterQuarterQuarterQuarter
EndedEndedEndedEndedEnded
June 30, 2019September 30, 2019December 31, 2019March 31, 2020June 30, 2020
Revenues:
Rental income$44,123  $31,577  $41,620  $42,464  $42,507  
Independent living facilities887  929  713  625  615  
Interest and other income1,191  808  1,895  1,251  1,046  
Total revenues46,201  33,314  44,228  44,340  44,168  
Expenses:
Depreciation and amortization13,437  13,420  13,063  13,160  13,239  
Interest expense7,285  7,064  6,916  6,714  5,849  
Property taxes456  1,025  741  485  837  
Independent living facilities719  806  666  546  546  
Impairment of real estate investments—  16,692  —  —  —  
Provision for loan losses—  1,076  —  —  —  
General and administrative4,606  3,502  3,740  4,054  4,762  
Total expenses26,503  43,585  25,126  24,959  25,233  
Other income (loss):
Gain (loss) on sale of real estate—  217  1,560  (56) —  
Net income (loss)$19,698  $(10,054) $20,662  $19,325  $18,935  
Diluted earnings per share$0.21  $(0.11) $0.22  $0.20  $0.20  
Diluted weighted average shares outstanding94,036  95,103  95,144  95,161  95,208  






CARETRUST REIT, INC.
RECONCILIATIONS OF NET INCOME (LOSS) TO NON-GAAP FINANCIAL MEASURES - 5 QUARTER TREND
(in thousands)
 (Unaudited)
QuarterQuarterQuarterQuarterQuarter
EndedEndedEndedEndedEnded
June 30, 2019September 30, 2019December 31, 2019March 31, 2020June 30, 2020
Net income (loss)$19,698  $(10,054) $20,662  $19,325  $18,935  
Depreciation and amortization13,437  13,420  13,063  13,160  13,239  
Interest expense7,285  7,064  6,916  6,714  5,849  
Amortization of stock-based compensation1,147  981  982  884  963  
EBITDA41,567  11,411  41,623  40,083  38,986  
Impairment of real estate investments—  16,692  —  —  —  
Provision for loan losses—  1,076  —  —  —  
Provision for doubtful accounts and lease restructuring—  12,471  464  —  —  
Property operating expenses—  218  (84) (217) (31) 
(Gain) loss on sale of real estate—  (217) (1,560) 56  —  
Normalized EBITDA$41,567  $41,651  $40,443  $39,922  $38,955  
Net income (loss)$19,698  $(10,054) $20,662  $19,325  $18,935  
Real estate related depreciation and amortization13,421  13,404  13,046  13,144  13,223  
Impairment of real estate investments—  16,692  —  —  —  
(Gain) loss on sale of real estate—  (217) (1,560) 56  —  
Funds from Operations (FFO)33,119  19,825  32,148  32,525  32,158  
Provision for loan losses—  1,076  —  —  —  
Provision for doubtful accounts and lease restructuring—  12,471  464  —  —  
Property operating expenses—  218  (84) (217) (31) 
Normalized FFO$33,119  $33,590  $32,528  $32,308  $32,127  






CARETRUST REIT, INC.
RECONCILIATIONS OF NET INCOME (LOSS) TO NON-GAAP FINANCIAL MEASURES - 5 QUARTER TREND (continued)
 (in thousands, except per share data)
 (Unaudited)
QuarterQuarterQuarterQuarterQuarter
EndedEndedEndedEndedEnded
June 30, 2019September 30, 2019December 31, 2019March 31, 2020June 30, 2020
Net income (loss)$19,698  $(10,054) $20,662  $19,325  $18,935  
Real estate related depreciation and amortization13,421  13,404  13,046  13,144  13,223  
Amortization of deferred financing fees487  488  487  487  488  
Amortization of stock-based compensation1,147  981  982  884  963  
Straight-line rental income(474) (546) 98  (26) (22) 
Impairment of real estate investments—  16,692  —  —  —  
(Gain) loss on sale of real estate—  (217) (1,560) 56  —  
Funds Available for Distribution (FAD)34,279  20,748  33,715  33,870  33,587  
Provision for loan losses—  1,076  —  —  —  
Provision for doubtful accounts and lease restructuring—  12,471  464  —  —  
Property operating expenses—  218  (84) (217) (31) 
Normalized FAD$34,279  $34,513  $34,095  $33,653  $33,556  
FFO per share$0.35  $0.21  $0.34  $0.34  $0.34  
Normalized FFO per share$0.35  $0.35  $0.34  $0.34  $0.34  
FAD per share$0.36  $0.22  $0.35  $0.36  $0.35  
Normalized FAD per share$0.36  $0.36  $0.36  $0.35  $0.35  
Diluted weighted average shares outstanding [1]94,292  95,313  95,340  95,306  95,295  
 [1] For the periods presented, the diluted weighted average shares have been calculated using the treasury stock method.









CARETRUST REIT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
June 30, 2020December 31, 2019
Assets:
Real estate investments, net$1,420,112  $1,414,200  
Other real estate investments, net13,924  33,300  
Assets held for sale, net—  34,590  
Cash and cash equivalents5,798  20,327  
Accounts and other receivables, net1,746  2,571  
Prepaid expenses and other assets5,900  10,850  
Deferred financing costs, net2,533  3,023  
Total assets$1,450,013  $1,518,861  
Liabilities and Equity:
Senior unsecured notes payable, net$296,290  $295,911  
Senior unsecured term loan, net198,819  198,713  
Unsecured revolving credit facility—  60,000  
Accounts payable and accrued liabilities13,318  14,962  
Dividends payable24,140  21,684  
Total liabilities532,567  591,270  
Equity:
Common stock952  951  
Additional paid-in capital1,162,446  1,162,990  
Cumulative distributions in excess of earnings(245,952) (236,350) 
Total equity917,446  927,591  
Total liabilities and equity$1,450,013  $1,518,861  







CARETRUST REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
For the Six Months Ended June 30,
20202019
Cash flows from operating activities:
Net income$38,260  $35,751  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including below-market ground leases)26,428  25,354  
Amortization of deferred financing costs975  1,028  
Amortization of stock-based compensation1,847  2,141  
Straight-line rental income(48) (937) 
Noncash interest income—  (21) 
Loss on sale of real estate56  —  
Interest income distribution from other real estate investment1,346  463  
Change in operating assets and liabilities:
Accounts and other receivables, net806  (2,091) 
Prepaid expenses and other assets528  (185) 
Accounts payable and accrued liabilities(2,256) 235  
Net cash provided by operating activities67,942  61,738  
Cash flows from investing activities:
Acquisitions of real estate, net of deposits applied(25,905) (285,946) 
Improvements to real estate(6,122) (68) 
Purchases of equipment, furniture and fixtures(112) (2,613) 
Investment in real estate mortgage and other loans receivable(13,958) (11,389) 
Principal payments received on real estate mortgage and other loans receivable 66,961  482  
Repayment of other real estate investment2,327  2,204  
Net proceeds from sales of real estate2,134  131  
Net cash provided by (used in) investing activities25,325  (297,199) 
Cash flows from financing activities:
Proceeds from (costs paid for) the issuance of common stock, net(404) 196,041  
Proceeds from the issuance of senior unsecured term loan—  200,000  
Borrowings under unsecured revolving credit facility15,000  195,000  
Payments on unsecured revolving credit facility(75,000) (245,000) 
Payments on senior unsecured term loan—  (100,000) 
Payments of deferred financing costs—  (4,534) 
Net-settle adjustment on restricted stock(1,986) (2,524) 
Dividends paid on common stock(45,406) (37,685) 
Net cash (used in) provided by financing activities(107,796) 201,298  
Net decrease in cash and cash equivalents(14,529) (34,163) 
Cash and cash equivalents, beginning of period20,327  36,792  
Cash and cash equivalents, end of period$5,798  $2,629  





CARETRUST REIT, INC.
DEBT SUMMARY
(dollars in thousands)
 (Unaudited)
June 30, 2020
InterestMaturity% ofDeferredNet Carrying
DebtRateDatePrincipalPrincipalLoan CostsValue
Fixed Rate Debt
Senior unsecured notes payable5.250 %2025$300,000  60.0 %$(3,710) $296,290  
Floating Rate Debt
Senior unsecured term loan1.684 %[1]2026200,000  40.0 %(1,181) 198,819  
Unsecured revolving credit facility— %[2]2024[3]—  —  —  [4]—  
1.684 %200,000  40.0 %(1,181) 198,819  
Total Debt3.824 %$500,000  100.0 %$(4,891) $495,109  
[1] Funds can be borrowed at applicable LIBOR plus 1.50% to 2.20% or at the Base Rate (as defined) plus 0.50% to 1.20%.
[2] Funds can be borrowed at applicable LIBOR plus 1.10% to 1.55% or the Base Rate (as defined) plus 0.10% to 0.55%.
[3] Maturity date assumes exercise of two 6-month extension options.
[4] Deferred financing fees are not shown net for the unsecured revolving credit facility and are included in assets on the balance sheet.







CARETRUST REIT, INC.
RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES
 (shares in thousands)
 (Unaudited)
Guidance
Full Year 2020 Guidance[1]
LowHigh
Net income$0.76  $0.78  
Real estate related depreciation and amortization0.56  0.56  
Funds from Operations (FFO)1.32  1.34  
Normalized FFO$1.32  $1.34  
Net income$0.76  $0.78  
Real estate related depreciation and amortization0.56  0.56  
Amortization of deferred financing fees0.02  0.02  
Amortization of stock-based compensation0.04  0.04  
Straight-line rental income0.00  0.00  
Funds Available for Distribution (FAD)1.38  1.40  
Normalized FAD$1.38  $1.40  
Weighted average shares outstanding:
Diluted95,557  95,557  
[1]This guidance assumes and includes (i) all investments, dispositions and loan repayments made to date, (ii) no new acquisitions, dispositions, new loans or loan repayments beyond those completed or announced to date, (iii) no new debt incurrences or new equity issuances, and (iv) estimated 1.75% CPI-based rent escalators under CareTrust's long-term net leases. It does not contemplate future negative impacts, if any, that are related to the COVID-19 pandemic, which are highly uncertain and cannot be predicted at this time.






Non-GAAP Financial Measures
EBITDA represents net income before interest expense (including amortization of deferred financing costs), amortization of stock-based compensation, and depreciation and amortization. Normalized EBITDA represents EBITDA as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of core operating performance, such as real estate impairment charges, provision for loan losses, provision for doubtful accounts, property operating expenses and gains or losses from dispositions of real estate or other real estate. EBITDA and Normalized EBITDA do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating the Company’s liquidity or operating performance. EBITDA and Normalized EBITDA do not purport to be indicative of cash available to fund future cash requirements, including the Company’s ability to fund capital expenditures or make payments on its indebtedness. Further, the Company’s computation of EBITDA and Normalized EBITDA may not be comparable to EBITDA and Normalized EBITDA reported by other REITs.
Funds from Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“Nareit”), and Funds Available for Distribution (“FAD”) are important non-GAAP supplemental measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets requires straight-line depreciation except on land, such accounting presentation implies that the value of real estate assets diminishes predictably over time. However, since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation provide another view of performance. Thus, Nareit created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation and amortization, among other items, from net income, as defined by GAAP.
FFO is defined by Nareit as net income computed in accordance with GAAP, excluding gains or losses from dispositions of real estate investments, real estate depreciation and amortization and real estate impairment charges, and adjustments for unconsolidated partnerships and joint ventures. The Company computes FFO in accordance with Nareit’s definition.
FAD is defined as FFO excluding noncash income and expenses, such as amortization of stock-based compensation, amortization of deferred financing fees and the effects of straight-line rent. The Company considers FAD to be a useful supplemental measure to evaluate the Company’s operating results excluding these income and expense items to help investors, analysts and other interested parties compare the operating performance of the Company between periods or as compared to other companies on a more consistent basis.
In addition, the Company reports Normalized FFO and Normalized FAD, which adjust FFO and FAD for certain revenue and expense items that the Company does not believe are indicative of its ongoing operating results, such as provision for loan losses, provision for doubtful accounts, and property operating expenses. By excluding these items, investors, analysts and our management can compare Normalized FFO and Normalized FAD between periods more consistently.
While FFO, Normalized FFO, FAD and Normalized FAD are relevant and widely-used measures of operating performance among REITs, they do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating the Company’s liquidity or operating performance. FFO, Normalized FFO, FAD and Normalized FAD do not purport to be indicative of cash available to fund future cash requirements.
Further, the Company’s computation of FFO, Normalized FFO, FAD and Normalized FAD may not be comparable to FFO, Normalized FFO, FAD and Normalized FAD reported by other REITs that do not define FFO in accordance with the current Nareit definition or that interpret the current Nareit definition or define FAD differently than the Company does.
The Company believes that net income, as defined by GAAP, is the most appropriate earnings measure. The Company also believes that the use of EBITDA, Normalized EBITDA, FFO, Normalized FFO, FAD and Normalized FAD, combined with the required GAAP presentations, improves the understanding of operating results of REITs among investors and makes comparisons of operating results among such companies more meaningful. The Company considers EBITDA and Normalized EBITDA useful in understanding the Company’s operating results independent of its capital structure, indebtedness and other charges that are not indicative of its ongoing results, thereby allowing for a more meaningful comparison of operating performance between periods and against other REITs. The Company considers FFO, Normalized FFO, FAD and Normalized FAD to be useful measures for reviewing comparative operating and financial performance because, by excluding gains or losses from real estate dispositions, impairment charges and real estate depreciation and amortization, and, for FAD and Normalized FAD, by excluding noncash income and expenses such as amortization of stock-based compensation, amortization of deferred financing fees, and the effects of straight-line rent, FFO, Normalized FFO, FAD and Normalized FAD can help investors compare the Company’s operating performance between periods and to other REITs.

https://cdn.kscope.io/79728ebf2d88b8007836d72ec7a20eb4-image1a112.gif



exhibit992-ctreq22020fin
EXHIBIT 99.2EXHIBITEXHIBIT 99.2EXHIBITEXHIBITEXHIBIT 99.2 99.2 99.299.2 Broadmoor Medical Lodge (Rockwall, TX)Downey Care Center (Downey, CA)


 
Disclaimers This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding our intent, belief or expectations, including, but not limited to, statements regarding future financial and financing positions, business and acquisition strategies, growth prospects, operating and financial performance, expectations regarding the making of distributions, payment of dividends, compliance with and changes in governmental regulations, and the performance of our operators and their respective facilities. Words such as “anticipate,” “believe,” “could,” "expect,” “estimate,” “intend,” “may,” “plan,” “seek,” “should,” “will,” “would,” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements, though not all forward-looking statements contain these identifying words. Our forward-looking statements are based on our current expectations and beliefs, and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying these forward-looking statements are reasonable, they are not guarantees and we can give no assurance that our expectations will be attained. Factors which could have a material adverse effect on our operations and future prospects or which could cause actual results to differ materially from expectations include, but are not limited to: (i) the COVID-19 pandemic and the measures taken to prevent its spread and the related impact on our business or the businesses of our tenants; (ii) the ability and willingness of our tenants to meet and/or perform their obligations under the triple-net leases we have entered into with them, including, without limitation, their respective obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (iii) the ability of our tenants to comply with applicable laws, rules and regulations in the operation of the properties we lease to them; (iv) the ability and willingness of our tenants to renew their leases with us upon their expiration, and the ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant, as well as any obligations, including indemnification obligations, we may incur in connection with the replacement of an existing tenant; (v) the availability of and the ability to identify (a) tenants who meet our credit and operating standards, and (b) suitable acquisition opportunities, and the ability to acquire and lease the respective properties to such tenants on favorable terms; (vi) the ability to generate sufficient cash flows to service our outstanding indebtedness; (vii) access to debt and equity capital markets; (viii) fluctuating interest rates; (ix) the ability to retain our key management personnel; (x) the ability to maintain our status as a real estate investment trust (“REIT”); (xi) changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs; (xii) other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and (xiii) any additional factors included under “Risk Factors” in Part II, Item 1A of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and in our Annual Report on Form 10-K for the year ended December 31, 2019, including in the section entitled “Risk Factors” in Item 1A of Part I of such report, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC. This supplement contains certain non-GAAP financial information relating to CareTrust REIT including EBITDA, Normalized EBITDA, FFO, Normalized FFO, FAD, Normalized FAD, and certain related ratios. Explanatory footnotes and a glossary explaining this non-GAAP information are included in this supplement. Reconciliations of these non-GAAP measures are also included in this supplement. Other financial information, including GAAP financial information, is also available on our website. Non-GAAP financial information does not represent financial performance under GAAP and should not be considered in isolation, as a measure of liquidity, as an alternative to net income, or as an indicator of any other performance measure determined in accordance with GAAP. You should not rely on non-GAAP financial information as a substitute for GAAP financial information, and should recognize that non-GAAP information presented herein may not compare to similarly-termed non-GAAP information of other companies (i.e., because they do not use the same definitions for determining any such non-GAAP information). This supplement also includes certain information regarding operators of our properties (such as EBITDARM Coverage, EBITDAR Coverage, and Occupancy), most of which are not subject to audit or SEC reporting requirements. The operator information provided in this supplement has been provided by the operators. We have not independently verified this information, but have no reason to believe that such information is inaccurate in any material respect. We are providing this information for informational purposes only. The Ensign Group, Inc. ("Ensign") and Pennant Group, Inc. ("Pennant") are subject to the registration and reporting requirements of the SEC and are required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. Ensign’s and Pennant's financial statements, as filed with the SEC, can be found at the SEC's website at www.sec.gov. 2 This supplement provides information about our financial results as of and for the quarter ended June 30, 2020 and is provided as of the date hereof, unless specifically stated otherwise. We expressly disclaim any obligation to update or revise any information in this supplement (including forward-looking statements), whether to reflect any change in our expectations, any change in events, conditions or circumstances, or otherwise. As used in this supplement, unless the context requires otherwise, references to “CTRE,” “CareTrust,” “CareTrust REIT” or the “Company” refer to CareTrust REIT, Inc. and its consolidated subsidiaries. GAAP refers to generally accepted accounting principles in the United States of America. 2


 
Company Profile Company Profile 3 CareTrust REIT is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition, CareTrust at a Glance 4 development and leasing of seniors housing and healthcare-related properties. CareTrust REIT generates revenues primarily by Investments 5 leasing properties to a diverse group of local, regional and national seniors housing operators, healthcare services providers, and Portfolio Overview other healthcare-related businesses. Top 10 Tenants Lease Coverage 6 Portfolio Performance 7 Since its debut as a standalone public company on June 1, 2014, and as of August 6, 2020, CareTrust REIT has expanded its tenant roster to 23 operators, and has grown its real estate portfolio to 212 net-leased healthcare properties and one operated seniors Tenant Summary 8 housing property across 28 states, consisting of 21,659 operating beds/units. Rent Diversification by Tenant 9 Geographic Diversification 10 Rent Diversification by State 11 Management Lease Maturities 12 Financial Overview Greg Stapley Bill Wagner Consolidated Income Statements 14 Chairman and Chief Executive Officer Chief Financial Officer Reconciliation of EBITDA, FFO and FAD 15 Dave Sedgwick Mark Lamb Consolidated Balance Sheets 17 Chief Operating Officer Chief Investment Officer Key Debt Metrics 18 Debt Summary 19 2020 Guidance 20 Board of Directors Equity Capital Transactions 21 Other Financial Highlights 22 Greg Stapley Diana Laing Jon Kline Allen Barbieri Spencer Plumb Chairman Glossary 24 Contact Information Analyst Coverage CareTrust REIT, Inc. 905 Calle Amanecer, Suite 300 San Clemente, CA 92673 KeyBanc Capital Markets Raymond James Wells Fargo Securities (949) 542-3130 | ir@caretrustreit.com Jordan Sadler | (917) 318-2280 Jonathan Hughes | (727) 567-2438 Todd Stender | (562) 637-1371 www.caretrustreit.com RBC Capital Markets Mizuho Financial Group BMO Capital Markets Transfer Agent Michael Carroll | (440) 715-2649 Omotayo Okusanya | (646) 949-9672 John Kim | (212) 885-4115 Broadridge Corporate Issuer Solutions P.O. Box 1342 CapitalOne Securities Barclays Berenberg Brentwood, NY 11717 Dan Bernstein | (571) 835-7202 Steve Valiquette | (212) 526-5496 Connor Siversky | (646) 949-9037 (800) 733-1121 | shareholder@broadridge.com 3


 
CareTrust REIT, Inc. Nasdaq: CTRE Market Data (as of June 30, 2020) Closing Price: $17.16 52 Week Range: $24.65– $7.16 Market Cap: $1,643M Enterprise Value: $2,137M Outstanding Shares: 95.7M 212 28 States Credit Ratings Properties Credit Ratings S&P S&PCorporate Rating: B+ (positive) Corporate Rating: BB- (stable)Senior Unsecured Notes: BB- Senior Unsecured Notes: BB 23 Operators Moody’s Moody’sCorporate Rating: B1 (positive) Corporate Rating: Ba2 (negative)Senior Unsecured Notes: B1 21,659 $1,727.7 M Operating Senior Unsecured Notes: Ba2 Investments Beds/Units Note: 44 Amounts are as of June 30, 2020 and exclude our one operated seniors housing property and one mortgage loan receivable.


 
Investments (dollars in thousands) Property Initial Initial Operating Cost per Initial Date Operator Type Location Facilities Investment[1] Beds/Units [2] Bed/Unit [3] Initial Rent [4] Yield[5] ALF, SNF, 6/1/2014 The Ensign Group Campus Various 94 $ 501,673 10,053 $ 50 $ 56,000 N/A 2014 Investments 6 33,609 157 166 3,076 9.2 % 2015 Investments 20 233,028 1,840 127 22,263 9.6 % 2016 Investments 35 288,023 2,800 101 26,084 9.1 % 2017 Investments 36 309,805 3,324 92 28,000 9.0 % 2018 Investments 12 111,950 1,103 101 9,955 8.9 % 2019 Investments 27 340,884 3,348 113 30,168 8.8 % 01/17/2020 Cascadia Healthcare SNF ID 1 18,675 99 189 1,669 8.9 % 02/12/2020 Bayshire, LLC ALF UT 1 7,396 62 119 590 8.0 % 2020 Investments 2 26,071 161 162 2,259 8.7 % Total Post Spin-off Investments[6] 138 1,343,370 12,733 108 121,805 9.1 % Total Investments[6] 232 $ 1,845,043 22,786 $ 82 $ 177,805 Notes: [1] Initial Investment for pre-spin properties represents Ensign's and Pennant's gross book value. Initial Investment for post-spin properties represents CareTrust REIT’s purchase price and transaction costs. [2] Initial Operating Beds/Units as of the acquisition date. [3] Cost per Bed/Unit excludes any preferred equity investments and mortgage loans receivable. [4] Initial Rent represents the annualized acquisition-date cash rent or deferred interest income on any preferred equity investments and excludes ground lease income. [5] Initial Yield represents Initial Rent divided by Initial Investment. [6] All amounts exclude our one operated seniors housing property and, except as otherwise indicated, include any preferred equity investments and mortgage loans receivable. 5


 
Top 10 Tenants Lease Coverage (dollars in thousands) As of June 30, 2020[1] Twelve Months Ended March 31, 2020[1] % of Number of CTRE Annualized Primary Facility Type Properties Rent[2] Total Rent EBITDAR Coverage[3] EBITDARM Coverage[3] 1 The Ensign Group Skilled Nursing 85 $ 53,406 32.0 % 3.03x 3.81x 2 Priority Management Group Skilled Nursing 15 27,575 16.5 % 1.49x 1.80x 3 Cascadia Healthcare Skilled Nursing 13 11,588 6.9 % 1.59x 2.07x 4 Providence Group Skilled Nursing 8 10,029 6.0 % 1.03x 1.45x 5 The Pennant Group Seniors Housing 11 7,837 4.7 % 1.33x 1.55x 6 Covenant Care Skilled Nursing 6 6,719 4.0 % 1.53x 2.10x 7 Eduro Healthcare, LLC Skilled Nursing 6 6,604 4.0 % 1.19x 1.66x 8 Premier Senior Living Group Seniors Housing 8 6,382 3.8 % 0.68x 0.82x 9 WLC Management Skilled Nursing 8 4,833 2.9 % 2.15x 2.59x 10 Trio Healthcare Skilled Nursing 7 4,676 2.8 % 1.04x 1.52x Total Top 10 Tenants 167 $ 139,649 83.6 % 2.02x 2.55x All Other Tenants 45 $ 27,249 16.4 % 1.01x 1.43x Total 212 $ 166,898 100.0 % 1.87x 2.39x Notes: [1] All amounts exclude our one operated seniors housing property and one mortgage loan receivable. [2] Rent represents June 2020 rent, annualized, or based on the initial cash rents annualized, and excludes ground lease income. Additionally, if a lease was entered into, amended or restructured subsequent to June 30, 2020, the new contractual cash rent is used. [3] EBITDAR Coverage and EBITDARM Coverage include information provided by our tenants and exclude any stimulus funds provided by any governmental agency as a result of COVID-19. We have not independently verified this information, but have no reason to believe that such information is inaccurate in any material respect. Coverage metrics are based on contractual cash rents in place during the period presented unless a lease has been entered into, amended or restructured and the new contractual rent is used. EBITDAR includes a 5% management fee. See “Glossary” for additional information. 6


 
Portfolio Performance (dollars in thousands) As of June 30, 2020 Operating % of Total % of Total Asset Type Facilities Beds/Units Investment [1] Investment Rent [2] Rent Current Yield [3] Skilled Nursing 153 15,912 $1,242,617 71.9% $121,136 72.6% 9.7% Multi-Service Campus 18 2,460 241,366 14.0% 20,431 12.2% 8.5% Seniors Housing 41 3,287 243,757 14.1% 25,331 15.2% 10.4% Total Net-Leased Assets [4] 212 21,659 $1,727,740 100.0% $166,898 100.0% 9.7% (dollars in thousands) As of March 31, 2020 Operating % of Total % of Total Asset Type Facilities Beds/Units Investment [1] Investment Rent [5] Rent Current Yield [3] Skilled Nursing 153 15,905 $1,237,906 72.0% $120,685 72.6% 9.7% Multi-Service Campus 18 2,460 238,800 13.9% 20,334 12.2% 8.5% Seniors Housing 41 3,287 242,982 14.1% 25,212 15.2% 10.4% Total Net-Leased Assets [6] 212 21,652 $1,719,688 100.0% $166,231 100.0% 9.7% Notes: [1] Investment for pre-spin properties represents Ensign's and Pennant's gross book value. Investment for post-spin properties represents CareTrust REIT’s cumulative capital investment. Capital investment includes purchase price, transaction costs and landlord-funded capital expenditures, if any. [2] Rent represents June 2020 rent, annualized, or based on the initial cash rents annualized, and excludes ground lease income. Additionally, if a lease was entered into, amended or restructured subsequent to June 30, 2020, the new contractual cash rent is used. [3] Current Yield represents Rent divided by Investment. [4] All amounts exclude our one operated seniors housing property and one mortgage loan receivable. [5] Rent represents March 2020 rent, annualized, or based on the initial cash rents annualized, and excludes ground lease income. Additionally, if a lease was entered into, amended or restructured subsequent to March 31, 2020, the new contractual cash rent is used. [6] All amounts exclude our one operated seniors housing property and three mortgage loans receivable. See “Glossary” for additional information. 7


 
Tenant Summary Note: [1] All amounts exclude our one operated seniors housing property and our mortgage loans receivable. [2] Amounts exclude properties classified as held for sale. 8


 
Rent Diversification by Tenant (dollars in thousands) As of June 30, 2020[1] Operating % of Total % of Total Facilities Beds/Units Investment[2] Investment Rent[3] Rent 1 The Ensign Group 85 8,882 $ 451,126 26.1 % $ 53,406 32.0 % 2 Priority Management Group 15 2,145 299,965 17.4 % 27,575 16.5 % 3 Cascadia Healthcare 13 1,112 122,535 7.1 % 11,588 6.9 % 4 Providence Group 8 1,067 127,759 7.4 % 10,029 6.0 % 5 The Pennant Group 11 1,193 57,165 3.3 % 7,837 4.7 % Total Top 5 Tenants 132 14,399 1,058,550 61.3 % 110,435 66.1 % 6 Covenant Care 6 790 69,828 4.0 % 6,719 4.0 % 7 Eduro Healthcare, LLC 6 752 70,760 4.1 % 6,604 4.0 % 8 Premier Senior Living Group 8 385 68,564 4.0 % 6,382 3.8 % 9 WLC Management 8 772 46,363 2.7 % 4,833 2.9 % 10 Trio Healthcare 7 672 90,124 5.2 % 4,676 2.8 % Total Top 10 Tenants 167 17,770 1,404,189 81.3 % 139,649 83.6 % All Other Tenants 45 3,889 323,551 18.7 % 27,249 16.4 % Total 212 21,659 $ 1,727,740 100.0 % $ 166,898 100.0 % Notes: [1] All amounts exclude our one operated seniors housing property and one mortgage loan receivable. [2] Investment for pre-spin properties represents Ensign's and Pennant's gross book value. Investment for post-spin properties represents CareTrust REIT’s cumulative capital investment. Capital investment includes purchase price, transaction costs and landlord-funded capital expenditures, if any. [3] Rent represents June 2020 rent, annualized, or based on the initial cash rents annualized and excludes ground lease income. Additionally, if a lease was entered into, amended or restructured subsequent to June 30, 2020, the new contractual cash rent is used. 9


 
Top Five States TX 19.5% CA 21.4% LA 9.6% ID 8.2% 1 ALF AZ 7.5% Run-Rate Rent Others 33.8% 1 ALF TX 18.3% CA 18.9% LA 10.3% 1 SNF ID 8.0% AZ 3.5% Investment Others 41.0% CA 18.5% TX 21.0% ID 6.7% AZ 6.2% LA 5.4% Beds/Units Others 42.2% 10


 
Rent Diversification by State (dollars in thousands) As of June 30, 2020[1] Net-Leased Assets by State Operating % of Total % of Total Facilities Beds/Units Investment[2] Investment Rent[3] Rent 1 California 34 4,014 $ 326,321 18.9 % $ 35,686 21.4 % 2 Texas 37 4,557 315,741 18.3 % 32,479 19.5 % 3 Louisiana 8 1,164 178,368 10.3 % 16,030 9.6 % 4 Idaho 17 1,457 137,863 8.0 % 13,639 8.2 % 5 Arizona 11 1,336 60,753 3.5 % 12,470 7.5 % Top 5 States 107 12,528 1,019,046 59.0 % 110,304 66.2 % 6 Ohio 13 1,270 156,408 9.1 % 8,005 4.8 % 7 Utah 13 1,374 85,071 4.9 % 7,334 4.4 % 8 Colorado 7 785 60,435 3.5 % 5,568 3.3 % 9 Washington 12 1,082 61,836 3.6 % 5,223 3.1 % 10 Illinois 8 772 46,363 2.7 % 4,833 2.9 % Top 10 States 160 17,811 1,429,159 82.8 % 141,267 84.7 % All Other States 52 3,848 298,581 17.2 % 25,631 15.3 % Total 212 21,659 $ 1,727,740 100.0 % $ 166,898 100.0 % Notes: [1] All amounts exclude our one operated senior housing property and one mortgage loan receivable. [2] Investment for pre-spin properties represents Ensign's and Pennant's gross book value. Investment for post-spin properties represents CareTrust REIT’s cumulative capital investment. Capital investment includes purchase price, transaction costs and landlord-funded capital expenditures, if any. [3] Rent represents June 2020 rent, annualized, or based on the initial cash rents annualized and excludes ground lease income. Additionally, if a lease was entered into, amended or restructured subsequent to June 30, 2020, the new contractual cash rent is used. 11


 
Lease Maturities (dollars in thousands) As of June 30, 2020[1] Lease Maturity % of Total % of Total Year[2] Investment[3] Investment Rent[4] Rent 2026 48,988 2.8 % 5,241 3.1 % 2027 41,896 2.4 % 4,897 2.9 % 2028 68,193 3.9 % 7,573 4.5 % 2029 149,881 8.7 % 12,368 7.4 % 2030 190,540 11.0 % 16,175 9.7 % 2031 558,489 32.3 % 52,983 31.7 % 2032 208,443 12.1 % 19,652 11.8 % 2033 212,611 12.3 % 22,964 13.8 % 2034 248,699 14.5 % 25,045 15.1 % Total $ 1,727,740 100.0 % $ 166,898 100.0 % Providence Orangetree (Riverside, CA) Notes: [1] All amounts exclude our one operated senior housing property and one mortgage loan receivable. [2] Lease Maturity Year represents the scheduled expiration year of the primary term of the lease and does not include tenant extension options, if any. [3] Investment for pre-spin properties represents Ensign's and Pennant's gross book value. Investment for post-spin properties represents CareTrust REIT’s cumulative capital investment. Capital investment includes purchase price, transaction costs and landlord-funded capital expenditures, if any. [4] Rent represents June 2020 rent, annualized, or based on the initial cash rents annualized and excludes ground lease income. Additionally, if a lease was entered into, amended or restructured subsequent to June 30, 2020, the new contractual cash rent is used. 31.7% 13.8% 15.1% 11.8% of Rent 9.7% % 7.4% 4.5% 3.1% 2.9% 2026 2027 2028 2029 2030 2031 2032 2033 2034 Lease Maturity Year 12


 
Las Colinas (Ontario, CA) 13


 
Consolidated Income Statements (amounts in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Revenues: Rental income $ 42,507 $ 44,123 $ 84,971 $ 82,470 Independent living facilities 615 887 1,240 1,747 Interest and other income 1,046 1,191 2,297 1,642 Total revenues 44,168 46,201 88,508 85,859 Expenses: Depreciation and amortization 13,239 13,437 26,399 25,339 Interest expense 5,849 7,285 12,563 14,145 Property taxes 837 456 1,322 1,282 Independent living facilities 546 719 1,092 1,426 General and administrative 4,762 4,606 8,816 7,916 Total expenses 25,233 26,503 50,192 50,108 Other loss: Loss on sale of real estate — — (56) — Net income $ 18,935 $ 19,698 $ 38,260 $ 35,751 Earnings per common share: Basic $ 0.20 $ 0.21 $ 0.40 $ 0.39 Diluted $ 0.20 $ 0.21 $ 0.40 $ 0.39 Weighted-average number of common shares: Basic 95,208 94,036 95,185 91,039 Diluted 95,208 94,036 95,185 91,039 Dividends declared per common share $ 0.25 $ 0.225 $ 0.50 $ 0.45 Note: Prior to the adoption of the ASU 842, we recognized tenant recoveries as tenant reimbursement revenues regardless of whether the third party was paid by the lessor or lessee. We recognized property taxes of $0.8 million and $1.6 million for the three and six months ended June 30, 2020, respectively, and $0.5 million and $1.3 million for the three and six months ended June 30, 2019, respectively, which were payable by us directly to third parties and classified as rental income on our condensed consolidated income statements. 14


 
Reconciliation of EBITDA, FFO and FAD Quarter Quarter Quarter Quarter Quarter Ended Ended Ended Ended Ended (amounts in thousands, except per share data) June 30, 2019 September 30, 2019 December 31, 2019 March 31, 2020 June 30, 2020 Net income (loss) $ 19,698 $ (10,054) $ 20,662 $ 19,325 $ 18,935 Depreciation and amortization 13,437 13,420 13,063 13,160 13,239 Interest expense 7,285 7,064 6,916 6,714 5,849 Amortization of stock-based compensation 1,147 981 982 884 963 EBITDA 41,567 11,411 41,623 40,083 38,986 Impairment of real estate investments — 16,692 — — — Provision for loan losses — 1,076 — — — Provision for doubtful accounts and lease restructuring — 12,471 464 — — Property operating expenses — 218 (84) (217) (31) (Gain) loss on sale of real estate — (217) (1,560) 56 — Normalized EBITDA $ 41,567 $ 41,651 $ 40,443 $ 39,922 $ 38,955 Net income (loss) $ 19,698 $ (10,054) $ 20,662 $ 19,325 $ 18,935 Real estate related depreciation and amortization 13,421 13,404 13,046 13,144 13,223 Impairment of real estate investments — 16,692 — — — (Gain) loss on sale of real estate — (217) (1,560) 56 — Funds from Operations (FFO) 33,119 19,825 32,148 32,525 32,158 Provision for loan losses — 1,076 — — — Provision for doubtful accounts and lease restructuring — 12,471 464 — — Property operating expenses — 218 (84) (217) (31) Normalized FFO $ 33,119 $ 33,590 $ 32,528 $ 32,308 $ 32,127 See Glossary for additional information. 15


 
Reconciliation of EBITDA, FFO and FAD (continued) Quarter Quarter Quarter Quarter Quarter Ended Ended Ended Ended Ended (amounts in thousands, except per share data) June 30, 2019 September 30, 2019 December 31, 2019 March 31, 2020 June 30, 2020 Net income (loss) $ 19,698 $ (10,054) $ 20,662 $ 19,325 $ 18,935 Real estate related depreciation and amortization 13,421 13,404 13,046 13,144 13,223 Amortization of deferred financing fees 487 488 487 487 488 Amortization of stock-based compensation 1,147 981 982 884 963 Straight-line rental income (474) (546) 98 (26) (22) Impairment of real estate investments — 16,692 — — — (Gain) loss on sale of real estate — (217) (1,560) 56 — Funds Available for Distribution (FAD) 34,279 20,748 33,715 33,870 33,587 Provision for loan losses — 1,076 — — — Provision for doubtful accounts and lease restructuring — 12,471 464 — — Property operating expenses — 218 (84) (217) (31) Normalized FAD $ 34,279 $ 34,513 $ 34,095 $ 33,653 $ 33,556 FFO per share $ 0.35 $ 0.21 $ 0.34 $ 0.34 $ 0.34 Normalized FFO per share $ 0.35 $ 0.35 $ 0.34 $ 0.34 $ 0.34 FAD per share $ 0.36 $ 0.22 $ 0.35 $ 0.36 $ 0.35 Normalized FAD per share $ 0.36 $ 0.36 $ 0.36 $ 0.35 $ 0.35 Diluted weighted average shares outstanding [1] 94,292 95,313 95,340 95,306 95,295 [1] For the periods presented, the diluted weighted average shares have been calculated using the treasury stock method. See Glossary for additional information. 16


 
Consolidated Balance Sheets (dollars in thousands) June 30, 2020 December 31, 2019 Assets: Real estate investments, net $ 1,420,112 $ 1,414,200 Other real estate investments, net 13,924 33,300 Assets held for sale, net — 34,590 Cash and cash equivalents 5,798 20,327 Accounts and other receivables, net 1,746 2,571 Prepaid expenses and other assets 5,900 10,850 Deferred financing costs, net 2,533 3,023 Total assets $ 1,450,013 $ 1,518,861 Liabilities and Equity: Senior unsecured notes payable, net $ 296,290 $ 295,911 Senior unsecured term loan, net 198,819 198,713 Unsecured revolving credit facility — 60,000 Accounts payable and accrued liabilities 13,318 14,962 Dividends payable 24,140 21,684 Total liabilities 532,567 591,270 Equity: Common stock 952 951 Additional paid-in capital 1,162,446 1,162,990 Cumulative distributions in excess of earnings (245,952) (236,350) Total equity 917,446 927,591 Total liabilities and equity $ 1,450,013 $ 1,518,861 17


 
Key Debt Metrics Net Debt to Normalized EBITDA [1][2] Net Debt to Enterprise Value [3] 36.5% 4.5 4.6 4.1 30.5% 28.8% 28.0% 3.5 3.5 3.3 3.3 3.3 3.4 3.3 24.2% 3.2 22.3% 23.1% 19.9% 21.2% 18.1% 19.1% 3/31/2018 6/30/2018 9/30/2018 3/31/2019 6/30/2019 9/30/2019 3/31/2020 6/30/2020 12/31/2017 12/31/2018 12/31/2019 3/31/2018 6/30/2018 9/30/2018 3/31/2019 6/30/2019 9/30/2019 3/31/2020 6/30/2020 12/31/2017 [1] Net Debt to Normalized EBITDA compares total debt as of the last day of the quarter to the annualized Normalized EBITDA for the quarter.12/31/2018 12/31/2019 [2] See "Financials & Filings - Quarterly Results" on the Investors section of our website at http://investor.caretrustreit.com for reconciliations of Normalized EBITDA to the most directly comparable GAAP measure for the periods presented. [3] Net Debt to Enterprise Value compares total debt as of the last day of the quarter to CareTrust REIT’s Enterprise Value as of the last day of the quarter. See “Glossary” for additional information. 18


 
Debt Summary (dollars in thousands) June 30, 2020 Interest Maturity % of Deferred Net Carrying Debt Rate Date Principal Principal Loan Costs Value Fixed Rate Debt Senior unsecured notes payable 5.250 % 2025 $ 300,000 60.0 % $ (3,710) $ 296,290 Floating Rate Debt Senior unsecured term loan 1.684 % [1] 2026 200,000 40.0 % (1,181) 198,819 Unsecured revolving credit facility — % [2] 2024 [3] — — — [4] — 1.684 % 200,000 40.0 % (1,181) 198,819 Total Debt 3.824 % $ 500,000 100.0 % $ (4,891) $ 495,109 Debt Maturity Schedule $300,000 $200,000 Principal 2020 2021 2022 2023 2024 2025 2026 Debt Maturity Year Notes: [1] Funds can be borrowed at applicable LIBOR plus 1.50% to 2.20% or at the Base Rate (as defined) plus 0.50% to 1.20%. [2] Funds can be borrowed at applicable LIBOR plus 1.10% to 1.55% or the Base Rate (as defined) plus 0.10% to 0.55%. [3] Maturity date assumes exercise of two, 6-month extension options. [4] Deferred financing fees are not shown net for the unsecured revolving credit facility and are included in assets on the balance sheet. 19


 
2020 Guidance Full Year 2020 Guidance[1] (shares in thousands) Low High Net income $ 0.76 $ 0.78 Real estate related depreciation and amortization 0.56 0.56 Funds from Operations (FFO) 1.32 1.34 Normalized FFO $ 1.32 $ 1.34 Net income $ 0.76 $ 0.78 Real estate related depreciation and amortization 0.56 0.56 Amortization of deferred financing fees 0.02 0.02 Amortization of stock-based compensation 0.04 0.04 Straight-line rental income 0.00 0.00 Funds Available for Distribution (FAD) 1.38 1.40 Normalized FAD $ 1.38 $ 1.40 Weighted average shares outstanding: Diluted 95,557 95,557 Notes: [1] This guidance assumes and includes (i) all investments, dispositions and loan repayments made to date, (ii) no new acquisitions, dispositions, new loans or loan repayments beyond those completed or announced to date, (iii) no new debt incurrences or new equity issuances, and (iv) estimated 1.75% CPI-based rent escalators under CareTrust's long-term net leases. It does not contemplate future negative impacts, if any, that are related to the COVID-19 pandemic, which are highly uncertain and cannot be predicted at this time. See “Glossary” for additional information. 20


 
Equity Capital Transactions Follow-On Equity Offering Activity 2015 2016 2019[2] Q1 Q2 Q3 Q4 Total Number of Shares (000s) 16,330 — 9,775 — 6,325 16,100 6,641 Public Offering Price per Share $ 10.50 $ — $ 11.35 $ — $ 13.35 $ 12.14 [1] $ 23.35 Gross Proceeds (000s) $ 171,465 $ — $ 110,946 $ — $ 84,439 $ 195,385 $ 155,073 At-the-Market Offering Activity 2016 2017 2018 2019 2020[2] Q1 Q2 Total Number of Shares (000s) 924 10,574 10,265 2,459 — — — Average Price per Share $ 15.31 $ 16.43 $ 17.76 $ 19.48 $ — $ — $ — Gross Proceeds (000s) $ 14,147 $ 173,760 $ 182,321 $ 47,893 $ — $ — $ — Notes: [1] Represents average offering price per share for follow-on equity offerings. [2] In connection with the entry into the equity distribution agreement and the commencement of the new $500.0 million ATM Program in March 2020 (the "New ATM Program") our “at-the-market” equity offering program pursuant to our prior equity distribution agreement, dated as of March 4, 2019, was terminated (the "Prior ATM Program"). There was no Prior ATM Program or New ATM Program activity for the six months ended June 30, 2020. As of June 30, 2020, CareTrust REIT had $500.0 million available for future issuances under the New ATM Program. 21


 
Other Financial Highlights Dividend History $0.25 $0.25 $0.225 $0.225 $0.225 $0.225 $0.205 $0.205 $0.205 $0.205 $0.185 $0.185 $0.185 $0.185 $0.17 $0.17 $0.17 $0.17 $0.16 $0.16 $0.16 $0.16 6/30/18 9/30/18 3/31/2015 6/30/2015 9/30/2015 3/31/2016 6/30/2016 9/30/2016 3/31/2017 6/30/2017 9/30/2017 3/31/2018 3/31/2019 6/30/2019 9/30/2019 3/31/2020 6/30/2020 12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 Normalized FFO Payout Ratio [1][2] 80% 73.5% 73.5% 70.3% 66.7% 66.1% 66.1% 66.2% 64% 64% 63% 63% 63.8% 64.1% 64.1% 64.1% 64.1% 64.3% 64.3% 60.7% 60.7% 59.7% 3/31/2015 6/30/2015 9/30/2015 3/31/2016 6/30/2016 9/30/2016 3/31/2017 6/30/2017 9/30/2017 3/31/2018 6/30/2018 9/30/2018 3/31/2019 6/30/2019 9/30/2019 3/31/2020 6/30/2020 Notes: 12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 [1] Normalized FFO Payout Ratio represents dividends declared divided by Normalized FFO, in each case for the applicable quarter. [2] See “Financials & Filings - Quarterly Results” on the Investors section of our website at http://investor.caretrustreit.com for a reconciliation of Normalized FFO and Normalized FFO per Share to the most directly comparable GAAP measure for the periods presented. See “Glossary” for additional information. 22


 
Other Financial Highlights (continued) Normalized FFO per Share [1] $0.35 $0.35 $0.34 $0.34 $0.34 $0.32 $0.32 $0.32 $0.32 $0.32 $0.31 $0.29 $0.28 $0.28 $0.28 $0.28 $0.27 $0.27 $0.25 $0.25 $0.24 $0.20 3/31/2015 6/30/2015 9/30/2015 3/31/2016 6/30/2016 9/30/2016 3/31/2017 6/30/2017 9/30/2017 3/31/2018 6/30/2018 9/30/2018 3/31/2019 6/30/2019 9/30/2019 3/31/2020 6/30/2020 12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 Normalized FFO [1] $33,590 $33,119 $32,528 $32,308 $32,127 $27,937 $25,840 $27,059 $23,639 $24,105 $24,532 $20,622 $21,028 $19,331 $17,160 $15,498 $16,258 $12,021 $13,098 $7,631 $7,934 $7,731 3/31/2015 6/30/2015 9/30/2015 3/31/2016 6/30/2016 9/30/2016 3/31/2017 6/30/2017 9/30/2017 3/31/2018 6/30/2018 9/30/2018 3/31/2019 6/30/2019 9/30/2019 3/31/2020 6/30/2020 12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 Notes: [1] See “Financials & Filings - Quarterly Results” on the Investors section of our website at http://investor.caretrustreit.com for a reconciliation of Normalized FFO and Normalized FFO per Share to the most directly comparable GAAP measure for the periods presented. See “Glossary” for additional information. 23


 
Glossary Assisted Living Facilities (“ALFs”) EBITDARM Coverage Licensed healthcare facilities that provide personal care services, support and Aggregate EBITDARM produced by all facilities under a master lease (or other housing for those who need help with daily living activities, such as bathing, eating grouping) for the trailing twelve-month period ended March 31, 2020 divided by and dressing, yet require limited medical care. The programs and services may the base rent payable to CareTrust REIT under such master lease (or other include transportation, social activities, exercise and fitness programs, beauty or grouping) for the same period; provided that if the master lease has been amended barber shop access, hobby and craft activities, community excursions, meals in a to change the base rent during or since such period, then the aggregate EBITDARM dining room setting and other activities sought by residents. These facilities are for such period is divided by the annualized monthly base rent currently in effect. often in apartment-like buildings with private residences ranging from single rooms In addition, we may exclude from coverage disclosures those facilities which are (i) to large apartments. Certain ALFs may offer higher levels of personal assistance for classified as Held for Sale, (ii) temporarily on Special Focus Facility (SFF) status, (iii) residents requiring memory care as a result of Alzheimer’s disease or other forms undergoing significant renovations that necessarily result in a material reduction in of dementia. Levels of personal assistance are based in part on local regulations. occupancy, or (iv) have been acquired for or recently transferred to new operators for turnaround and are pre-stabilized. EBITDA Net income before interest expense, income tax, depreciation and amortization Enterprise Value and amortization of stock-based compensation.[1] Share price multiplied by the number of outstanding shares plus total outstanding debt minus cash, each as of a specified date. EBITDAR Net income before interest expense, income tax, depreciation, amortization and Funds Available for Distribution (“FAD”) rent, after applying a standardized management fee (5% of facility operating FFO, excluding straight-line rental income adjustments, amortization of deferred revenues). financing fees and stock-based compensation expense.[2] EBITDAR Coverage Funds from Operations (“FFO”) Aggregate EBITDAR produced by all facilities under a master lease (or other Net income, excluding gains and losses from dispositions of real estate or other grouping) for the trailing twelve-month period ended March 31, 2020 divided by real estate, before real estate depreciation and amortization and real estate the base rent payable to CareTrust REIT under such master lease (or other impairment charges. CareTrust REIT calculates and reports FFO in accordance with grouping) for the same period; provided that if the master lease has been amended the definition and interpretive guidelines issued by the National Association of Real to change the base rent during or since such period, then the aggregate EBITDAR Estate Investment Trusts.[2] for such period is divided by the annualized monthly base rent currently in effect. In addition, we may exclude from coverage disclosures those facilities which are (i) Independent Living Facilities (“ILFs”) classified as Held for Sale, (ii) temporarily on Special Focus Facility (SFF) status, (iii) Also known as retirement communities or senior apartments, ILFs are not undergoing significant renovations that necessarily result in a material reduction in healthcare facilities. ILFs typically consist of entirely self-contained apartments, occupancy, or (iv) have been acquired for or recently transferred to new operators complete with their own kitchens, baths and individual living spaces, as well as for turnaround and are pre-stabilized. parking for tenant vehicles. They are most often rented unfurnished, and generally can be personalized by the tenants, typically an individual or a couple over the age EBITDARM of 55. These facilities offer various services and amenities such as laundry, Earnings before interest expense, income tax, depreciation, amortization, cash housekeeping, dining options/meal plans, exercise and wellness programs, rent, and a standardized management fee (5% of facility operating revenues). transportation, social, cultural and recreational activities, and on-site security. 24


 
Glossary Multi-Service Campus Notes: Facilities that include a combination of Skilled Nursing beds and Seniors Housing [1] EBITDA and Normalized EBITDA do not represent cash flows from operations or units. net income as defined by GAAP and should not be considered an alternative to those measures in evaluating the Company’s liquidity or operating performance. Normalized EBITDA EBITDA and Normalized EBITDA do not purport to be indicative of cash available to EBITDA, adjusted for certain income and expense items the Company does not fund future cash requirements, including the Company’s ability to fund capital believe are indicative of its ongoing results, such as certain acquisition costs, real expenditures or make payments on its indebtedness. Further, the Company’s estate impairment charges, provision for loans, provision for doubtful accounts and computation of EBITDA and Normalized EBITDA may not be comparable to EBITDA lease restructuring, property operating expenses and gains or losses from and Normalized EBITDA reported by other REITs. dispositions of real estate or other real estate.[1] [2] CareTrust REIT believes FAD, FFO, Normalized FAD, and Normalized FFO (and Normalized FAD their related per-share amounts) are important non-GAAP supplemental measures FAD, adjusted for certain income and expense items the Company does not believe of its operating performance. Because the historical cost accounting convention are indicative of its ongoing results, such as certain provision for loans, provision used for real estate assets requires straight-line depreciation (except on land), such for doubtful accounts and lease restructuring and property operating expenses.[2] accounting presentation implies that the value of real estate assets diminishes predictably over time, even though real estate values have historically risen or Normalized FFO fallen with market and other conditions. Moreover, by excluding items not FFO, adjusted for certain income and expense items the Company does not believe indicative of ongoing results, Normalized FAD and Normalized FFO can facilitate are indicative of its ongoing results, and certain provision for loans, provision for meaningful comparisons of operating performance between periods and between doubtful accounts and lease restructuring and property operating expenses.[2] other companies. However, FAD, FFO, Normalized FAD, and Normalized FFO (and their per-share amounts) do not represent cash flows from operations or net Seniors Housing income attributable to shareholders as defined by GAAP and should not be Includes ALFs, ILFs, dedicated memory care facilities and similar facilities. considered an alternative to those measures in evaluating the Company’s liquidity or operating performance. Skilled Nursing or Skilled Nursing Facilities (“SNFs”) Licensed healthcare facilities that provide restorative, rehabilitative and nursing care for people not requiring the more extensive and sophisticated treatment available at an acute care hospital or long-term acute care hospital. Treatment programs include physical, occupational, speech, respiratory, ventilator, and wound therapy. 25


 
Grapevine Medical Lodge (Grapevine, TX)